Trans-Industries, Inc. SC 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qz3HCYR3N5GC6IXqmZ/DOo7U/RQtf64IMZ0Lrh2v+0Lp0uDYWyUzDdgGtqXjp8ZH I2fY02695GmIoPxEE3CLGQ== 0000950152-04-003283.txt : 20040428 0000950152-04-003283.hdr.sgml : 20040428 20040428130747 ACCESSION NUMBER: 0000950152-04-003283 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040428 GROUP MEMBERS: HARRY E. FIGGIE, JR. TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE HARRY E JR CENTRAL INDEX KEY: 0000908547 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 MAIL ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE HARRY E DATE OF NAME CHANGE: 19930701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS INDUSTRIES INC CENTRAL INDEX KEY: 0000099102 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 132598139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-15896 FILM NUMBER: 04759666 BUSINESS ADDRESS: STREET 1: 2637 N ADAMS RD CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 BUSINESS PHONE: 2488521990 MAIL ADDRESS: STREET 1: 2637 ADAMS ROAD STREET 2: 2637 ADAMS ROAD CITY: ROCHESTER HILLS STATE: MI ZIP: 48309 FORMER COMPANY: FORMER CONFORMED NAME: KERSEY MANUFACTURING CO DATE OF NAME CHANGE: 19700501 SC 13D 1 l07216asc13d.htm TRANS-INDUSTRIES, INC. SC 13D Trans-Industries, Inc. SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Trans-Industries, Inc.

(Name of Issuer)

Series B Convertible Preferred Stock, par value $1.00 per share
Warrants to purchase Common Stock, par value $0.10 per share, of the Issuer

(Title of Class of Securities)

893239103

(Cusip Number)

Joseph C. Letizia, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, OH 44114-2688
216-622-8574

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 4, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Page 2 of 7 Pages

1. Name of Reporting Person:
Harry E. Figgie, Jr.
Harry E. Figgie, Jr. Trust as provided for in the Trust Agreement dated July 15, 1976 I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) o

3. SEC Use Only:

4. Source of Funds (See Instructions):
PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
Series B Convertible Preferred Stock: 193,799 shares
Common Stock (including Series B Convertible Preferred Stock on an as-converted basis and Warrants to purchase Common Stock): 841,144 shares

8. Shared Voting Power:
38,568 shares of Common Stock

9. Sole Dispositive Power:
Series B Convertible Preferred Stock: 193,799 shares
Common Stock (including Series B Convertible Preferred Stock on an as-converted basis and Warrants to purchase Common Stock): 841,144 shares

10. Shared Dispositive Power:
38,568 shares of Common Stock

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
879,712 shares of Common Stock

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
23%

14. Type of Reporting Person (See Instructions):
IN

Page 3 of 7 Pages

Item 1. Security and Issuer.

This Statement on Schedule 13D (the “Statement”) relates to Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Stock”), and Warrants to purchase up to 145,348 shares of Common Stock, par value $0.10 (the “Common Stock”) of Trans-Industries, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 2637 S. Adams Road, Rochester Hills, MI 48309.

Item 2. Identity and Background.

(a) This Statement is being filed on behalf of Harry E. Figgie, Jr. and the Harry E. Figgie, Jr. Trust, as provided for in that Trust Agreement dated July 15, 1976 (“Trust”) (together the “Reporting Persons” or “Investors”).

(b) The Reporting Persons have a common address at Corporate Circle South, Suite 380, 30100 Chagrin Boulevard, Pepper Pike, OH 44124.

(c) Mr. Harry E. Figgie, Jr. is the Chairman of the Board of Directors of Clark-Reliance Corporation, a Delaware corporation (“Clark-Reliance”). The Trust was established for the benefit of Mr. Figgie and members of his family.

(d) During the past five years, none of the Reporting Persons, to their knowledge, have been convicted in a criminal proceeding of any crime or misdemeanor (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons, to their knowledge, have been a party to a civil proceeding in any judicial or administrative body which resulted in any of them being, either now or in the past, subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The purchase price of $1.5 million was paid in consideration for the Series B Stock and the Warrants (as described in Item 4 below). The Investors used private funds to make the $1.5 million payment to the Company.

Item 4. Purpose of Transaction.

Page 4 of 7 Pages

(a) On February 25, 2004, the Board of Directors of the Company, acting in the best interests of the Company and its stockholders, approved the Series B Convertible Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”) and other ancillary documents authorizing the Company to issue to the Trust up to $3,000,000 of Series B Stock, Series B-1 Convertible Preferred Stock (“Series B-1 Stock”) and warrants to purchase up to 145,348 shares of Common Stock of the Company (“Warrants”). The Purchase Agreement was entered into on March 4, 2004 (the “Effective Date”).

Pursuant to the Purchase Agreement, the Investors received approximately 193,799 shares of Series B Stock and Warrants to purchase 145,348 shares of the Company’s Common Stock at the closing on March 4, 2004. The Purchase Price of $1,500,000 was paid to the Company in consideration for such shares of Series B Stock and Warrants. Each share of Series B Stock, purchased at $7.74 a share, may be converted at any time into three (3) fully paid non-assessable shares of Common Stock of the Company. The holders of the Series B Stock will vote as a separate class and be entitled to elect three (3) of the Company’s six (6) directors.

Certain provisions of the Investors Rights Agreement, the Right of First Refusal, the Voting Agreement and the Investor’s option to purchase the Series B-1 Stock, which are discussed in greater detail below, provide the opportunity for the trust to acquire additional equity acquisitions. Pursuant to the Share Purchase Agreement dated as of the Effective Date, which will be subject to stockholder approval, Clark-Reliance, an affiliate of Harry E. Figgie, Jr., has agreed to purchase Mr. Duncan Miller’s entire right, title and interest in each share of Common Stock beneficially owned by him for $2.50 a share.

Pursuant to the Purchase Agreement, Investors will have the option to purchase (1) between $500,000 to $1,500,000 shares of Series B-1 shares at a price per share of $9.00 and (2) a limited number of Warrants to purchase Common Stock of the Company at $3.00 a share (the “Option”). Each share of Series B-1 stock will be immediately convertible into three (3) fully paid, nonassesable shares of the Company’s Common Stock.

Pursuant to the Investor Rights Agreement, the Company will offer the Investors a right of first refusal to purchase all underlying securities prior to a stock issuance (“Right of First Offer”). The Company will also not undertake certain actions without the approval of the majority of Series B stockholders. These actions include the (1) authorization of any additional class or series of stock that has a senior position to the Series B Stock; (2) increase in the amount of the authorized Series B stock; (3) consenting to any liquidation, dissolution or winding up of the Company; and (4) merging with or into another entity.

Under the terms of the Rights of First Refusal Agreement, dated as of the Effective Date, Duncan Miller (“Miller”) and Dale Coenen (“Coenen”) (hereafter Miller and Coenen may be referred to collectively as the “Stockholders” or each as the “Stockholder”) will be required to provide notice to the Investors prior to transferring or otherwise disposing of any shares of capital stock of the Company. Upon receipt of such notification, the Investors will have an opportunity to purchase some or all of the securities offered thereby.

Page 5 of 7 Pages

The Company will seek stockholder approval for the Option and Right of First Offer under the Investor Rights Agreement, the Right of First Refusal and the Share Purchase Agreement.

(b) Not Applicable.

(d) Under the terms of the Voting Agreement, dated as of the Effective Date, the Stockholders have agreed to vote all beneficially owned securities of the Company in the following manner: (1) to ensure that the size of the Board is set and shall remain at six directors; (2) in favor of the Investor’s designees for the Board of Directors and other various management positions.

(e) See the discussion under Item 4(a) above.

(f) Not Applicable.

(g) See the discussion under Item 4(a) above.

(h)-(i) Not Applicable.

(j) Other than as described above, none of the Reporting Persons have any plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D. However, each Reporting Person, individually and collectively reserve the right to develop such plans in the future.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As a result of the Purchase Agreement, the Reporting Persons may be deemed to be beneficial owners of 879,712 shares of Common Stock of the Company. As of March 1, 2004 said 879,712 shares of Common Stock, including the Series B Stock on an as-converted basis and full exercise of the Warrants, would represent approximately 23% of the issued and outstanding shares of the Common Stock based on the information provided by the Company’s Transfer Agent as of March 1, 2004.

(c) Except as described herein, none of the Reporting Persons have engaged in any transactions in the Common Stock in the last 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in Items 4 and 5 above, the Purchase Agreement, the Investor Rights Agreement, the Voting Agreement and the Right of First Refusal Agreement, to the knowledge of the Reporting Persons there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Persons named in Item 2 and between such

Page 6 of 7 Pages

persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits.


Exhibit 3.1		Series B Convertible Preferred Stock and Warrant Purchase Agreement.

Exhibit 3.2		Form of Warrant issued to the Investors.

Exhibit 4.1		Investor Rights Agreement between the Company and the Investors.

Exhibit 4.2		Right of First Refusal Agreement by and among the Company, the Investors and the Stockholders.

Exhibit 4.3		Share Purchase Agreement between Clark-Reliance and Mr. Miller, as amended.

Exhibit 4.4		Voting Agreement between the Company, Investors and Stockholders.

Page 7 of 7 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


April 22, 2004


Dated

	By:	/s/ Harry E. Figgie, Jr.

	Name: Harry E. Figgie, Jr.
	Title: Director

EX-3.1 2 l07216aexv3w1.htm EXHIBIT 3.1 PURCHASE AGRMNT BTWN MR. FIGGIE/TRUST Exhibit 3.1

Exhibit 3.1

SERIES B CONVERTIBLE PREFERRED STOCK
AND WARRANT PURCHASE AGREEMENT

This Series B Convertible Preferred Stock and Warrant Purchase Agreement (this “Agreement”) is made and entered into effective as of March , 2004, by and among TRANS-INDUSTRIES, INC., a Delaware corporation (the “Company”), and the purchaser or purchasers listed on Annex I attached hereto (each, a “Purchaser,” and collectively, the “Purchasers”).

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, (i) newly issued shares of the Company’s Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Convertible Preferred Stock”), the powers, preferences and relative, participating and other special rights and the qualifications, limitations and restrictions of which are set forth in the Certificate of Designation (as defined below), a copy of which is attached to this Agreement as Exhibit A, and (ii) the Company’s warrants to purchase shares of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company in the form attached to this Agreement as Exhibit B (the “Warrants”), at the price per share and upon and subject to the other terms and conditions set forth in this Agreement;

ACCORDINGLY, the Company and the Purchasers hereby agree as follows:

1. Authorization of Sale of the Series B Preferred Stock and Warrants

The Company has authorized the issuance and sale to the Purchasers of (a) up to 193,798.45 shares of Series B Convertible Preferred Stock and (b) Warrants to purchase in the aggregate up to 145,348.84 shares of Common Stock, all upon and subject to the terms and conditions set forth in this Agreement.

2. Agreement to Sell and Purchase the Series B Preferred Stock and Warrants

2.1 Purchase and Sale

Upon the terms and subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, (a) that number of shares of Series B Convertible Preferred Stock which is set forth opposite such Purchaser’s name on Annex I hereto, and (b) a Warrant or Warrants to purchase in the aggregate up to that number of shares of Common Stock which is set forth opposite such Purchaser’s name on Annex I hereto. The shares of Series B Convertible Preferred Stock and the Warrants to be issued and sold by the Company to the Purchasers hereunder are referred to herein collectively as the “Purchased Shares” and the “Purchased Warrants,” respectively.

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2.2 Purchase Price

The total purchase price payable to the Company by each Purchaser for all of the Purchased Shares and Purchased Warrants to be issued and sold to such Purchaser hereunder shall be an amount equal to $7.74 multiplied by the number of Purchased Shares set forth opposite such Purchaser’s name on Annex I hereto. The aggregate purchase price payable to the Company for all of the Purchased Shares and Purchased Warrants to be issued and sold by the Company hereunder (collectively, the “Purchased Securities”) shall be $1,500,000 (the “Purchase Price”). Such purchase price shall be deemed to include the consideration payable to the Company for both such Purchased Shares and such Purchased Warrants, to be allocated $1,498,546.51 to the Purchased Shares and $1,453.49 to the Purchased Warrants.

2.3 Use of Proceeds

The Company shall use the proceeds of the sale of the Purchased Shares to pay the fees and expenses incurred by the Company in connection with the transactions contemplated by this Agreement and for working-capital and other general corporate purposes, including the payment of accounts payable, delinquent taxes and indebtedness to banks (including up to $250,000 to Comerica Bank).

2.4 Option to Purchase Series B-1 Convertible Preferred Stock and Warrants

(a) Effective as of the Closing, and subject to the approval of the shareholders of the Company as may be required under certain National Association of Securities Dealers, Inc. (“NASD”) rules providing for qualitative listing requirements applicable to securities traded on the Nasdaq National Market and Nasdaq SmallCap Market and any other approval, authorization or waiver that may be required by any state or other institution, persons or agencies, including without limitation, the Securities and Exchange Commission (“SEC”) (“Shareholder Approval”), and subject to the refinancing of the Company’s bank debt on terms reasonably satisfactory to Purchasers (which condition Purchasers may waive), the Purchasers are hereby granted the option (the “Option”) by the Company to purchase shares of Series B-1 Convertible Preferred Stock and additional Warrants to purchase shares of Common Stock at a price of $3.00 per share. The Purchasers shall have no obligation to exercise the Option. The total purchase price for the shares of Series B-1 Convertible Preferred Stock and Warrants purchased pursuant to the Option, may, at the sole discretion of the Purchasers, be between $500,000 and $1,500,000 (the “Option Purchase Price”). The number of shares of Series B-1 Convertible Preferred Stock to be issued to the Purchaser upon the exercise of the Option shall be a number equal to the Option Purchase Price divided by $9.00 (the “Option Purchase Price Per Share” which shall be subject to adjustment as set forth in Section 2.4(d)-(f)). The Warrants to be purchased upon the exercise of the Option shall entitle the Purchasers to purchase that number of shares of Common Stock equal to the product of (x) 25% and (y) the number of shares of Common Stock initially issuable upon conversion of the shares of Series B-1 Convertible Preferred Stock purchased upon the exercise of the Option. For example, if 100,000 shares of Series B-1 Convertible Preferred Stock are purchased upon the exercise of the Option, and assuming that each such share is initially convertible into three (3) shares of Common Stock, then the Warrants would entitle the Purchasers to purchase 75,000 shares of Common Stock (100,000 x 3 x 25% = 75,000).

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(b) The Option may be exercised by the Purchasers by providing written notice to the Company at any time after the Company obtains Shareholder Approval but prior to 5:00 p.m. EST on January 3, 2005. Purchaser’s written notice to the Company shall specify the Option Purchase Price.

(c) Within thirty (30) days after Purchaser’s written notice is delivered to the Company, the Company and the Purchaser shall enter into agreements on substantially similar terms to those contained in this Agreement and the Transaction Documents pursuant to which the Purchasers shall purchase and the Company shall issue the shares of Series B-1 Convertible Preferred Stock and the Warrants. The terms of the Series B-1 Convertible Preferred Stock shall be identical to the terms of the Series B Convertible Preferred Stock, except that the purchase price per share of the Series B-1 Convertible Preferred Stock shall be $9.00, the dividend rate shall be $.45 per share and the liquidation preference shall be $9.00 per share. In addition, the Series B-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock will share pari passu in any liquidation proceeds pro rata based on the amount owed.

(d) If and whenever the Company subsequent to the date hereof:

(i) declares a dividend upon, or makes any distribution in respect of, any shares of capital of the Company, payable in Common Stock (other than upon conversion of the Series B Convertible Preferred Stock or the exercise of the Warrants), Purchase Rights or Convertible Securities (as used herein: “Purchase Rights” means any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock; and “Convertible Securities” means stock or security convertible into or exchangeable for Common Stock); or

(ii) subdivides its outstanding Common Stock into a larger number of Common Stock; or

(iii) combines its outstanding Common Stock into a smaller number of Common Stock,

then the Option Purchase Price Per Share shall be adjusted to that price determined by multiplying the Option Purchase Price Per Share in effect immediately prior to such event by a fraction, (A) the numerator of which shall be the total number of outstanding Common Stock immediately prior to such event, and (B) the denominator of which shall be the total number of outstanding Common Stock immediately after such event, treating as outstanding all Common Stock issuable upon conversions or exchanges of any such Convertible Securities issued in such dividend or distribution and exercises of any such Purchase Rights issued in such dividend or distribution.

(e) If any adjustment of the Option Purchase Price Per Share pursuant to Section 2.4(d) shall result in an adjustment of less than $.0001, no such adjustment shall be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to $.0001; provided that upon any adjustment of the Option Purchase Price Per

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Share resulting from (i) the declaration of a dividend upon, or the making of any distribution in respect of, any shares of capital stock of the Company payable in Common Stock, Purchase Rights or Convertible Securities or (ii) the reclassification by subdivision, combination or otherwise, of the Common Stock into a greater or smaller number of Common Stock, the foregoing figure of $.0001 (or such figure as last adjusted) shall be proportionately adjusted; and provided, further, that upon the exercise of the Option, the Company shall make all necessary adjustments (to the nearest .0001 of a cent) not theretofore made to the Exercise Price up to and including the date upon which the Option is exercised.

(f) If and whenever subsequent to the date hereof the Company shall effect (i) any reorganization, reclassification or recapitalization of any shares of capital stock of the Company (other than in the cases referred to in Section 2.4(d)), (ii) any consolidation or merger of the Company with or into another Person, (iii) the sale, transfer or other disposition of the property, assets or business of the Company as an entirety or substantially as an entirety or (iv) any other transaction (or any other event shall occur) as a result of which holders of Common Stock become entitled to receive any other securities and/or property (including, without limitation, cash) with respect to or in exchange for the Common Stock, there shall thereafter be deliverable upon the exercise of the Option or any portion thereof (in lieu of or in addition to the shares of Series B-1 Convertible Preferred Stock and Warrants theretofore deliverable, as appropriate) the number of other securities and/or the amount of property (including, without limitation, cash) to which the Purchasers would have been entitled upon such reorganization, reclassification, recapitalization, conversion, consolidation, merger, sale, transfer, disposition or other transaction or upon the occurrence of such other event, and at the same aggregate Option Purchase Price Per Share.

Prior to and as a condition of the consummation of any transaction or event described in the preceding sentence, the Company shall make and undertake lawful, adequate and equitable written adjustments, binding upon the Company and/or its successor entity, as applicable, in the application of the provisions set forth herein for the benefit of the Purchasers, so that all such provisions shall thereafter be applicable, as nearly as possible, in relation to any other securities or other property thereafter deliverable upon exercise of the Option and so that the Purchaser will (prior to exercise of the Option ) enjoy all of the rights and benefits enjoyed by any Person who shall have acquired any other securities and/or property in connection with any such transaction or event, including, without limitation, any subsequent tender offer or redemption of any other securities.

3. The Closing; Closing Actions

3.1 The Closing

The consummation of the purchase and sale of the Purchased Shares and the other transactions and deliveries contemplated by this Agreement (the “Closing”) shall take place at the offices of Calfee, Halter & Griswold LLP, counsel to the Purchasers, at 1400 McDonald Investment Center, 800 Superior Avenue, Cleveland, Ohio 44114, simultaneously with the execution and delivery of this Agreement by the Company and the Purchasers on the date of this Agreement (the “Closing Date”).

3.2 Actions At or Prior To the Closing

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In connection with the execution and delivery of this Agreement, the following actions shall occur (the “Closing Actions”).

(a) Prior to the execution and delivery of this Agreement:

(i) A Certificate of Designation in the form attached to this Agreement as Exhibit A (the “Certificate of Designation”) shall have been duly executed, acknowledged and filed and shall have become effective in accordance with Section 151(g) and Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”).

(ii) The Company shall have delivered to the Purchasers a copy of the Certificate of Incorporation of the Company, including all amendments and restatements thereof and all certificates of designation, as in effect at and as of the Closing (the “Certificate of Incorporation”), as certified as of the Closing Date by the Secretary of the Company and by the Secretary of State of the State of Delaware, and which shall be attached to this Agreement as Exhibit C hereto.

(iii) The Company shall have delivered to the Purchasers a copy of the By-Laws of the Company, including all amendments thereto, as in effect at and as of the Closing, as certified by the Secretary of the Company, which shall be attached to this Agreement as Exhibit D hereto.

(iv) The Company shall deliver to the Purchasers a certificate of the Secretary of State of the State of Delaware, dated as of the Closing Date, as to the status of the Company as a corporation in good standing under the laws of the State of Delaware as of the Closing Date.

(v) The Company shall have delivered evidence satisfactory to Purchasers that the Company shall have entered into and consummated a forbearance agreement with Comerica Bank, the Company’s lender, upon terms and conditions satisfactory to Purchasers.

(b) Simultaneously with, or prior to, the execution and delivery of this Agreement:

(i) The Company and the Purchasers shall each duly execute and deliver an Investor Rights Agreement by and among such parties in the form attached to this Agreement as Exhibit E (the “Investor Rights Agreement”).

(ii) The Company and the Purchasers shall each duly execute and deliver a Registration Rights Agreement by and among such parties in the form attached to this Agreement as Exhibit F (the “Registration Rights Agreement”).

(iii) The Company, the Purchasers and certain stockholders of the Company identified therein shall each duly execute and deliver a Right of First Refusal Agreement in the form attached to this Agreement as Exhibit G (the “Right of First Refusal Agreement”).

(iv) The Company, the Purchasers and certain stockholders of the Company identified therein shall each duly execute and deliver a Voting Agreement in the form attached to this Agreement as Exhibit H (the “Voting Agreement”).

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(v) The Company shall deliver to the Purchasers a certificate executed by its Secretary, in form and substance satisfactory to the Purchasers, certifying the resolutions authorizing the transactions contemplated by this Agreement and certain incumbency matters.

(vi) The Company shall deliver to the Purchasers the opinion of Nemes & Anderson, P.C., counsel for the Company, addressed to the Purchasers and dated as of the Closing Date, in form and substance satisfactory to the Purchasers.

(vii) Harry E. Figgie, Jr., James O’Brien and Richard Solon shall be duly elected to the board of directors of the Company pursuant to the Investor Rights Agreement, and shall hold such positions as of the Closing Date with the result being that the Board of Directors of the Company consist of six (6) appointed Board Members, and Richard Solon shall be duly elected as the President and Chief Operating Officer of the Company.

(viii) The Company shall deliver to each Purchaser one or more certificates or other instruments representing the Purchased Shares and the Purchased Warrants being purchased by such Purchaser at the Closing pursuant to Section 2.1, which certificates and instruments shall be in a form satisfactory to such Purchaser and registered in the name of such Purchaser or such nominee or nominees as such Purchaser may designate in writing to the Company, against receipt by the Company of payment of the full amount of the Purchase Price for the Purchased Securities of such Purchaser either by check or by wire-transfer of immediately available funds to the Company in accordance with wire-transfer instructions furnished by the Company to such Purchaser at least two business days prior to the Closing Date.

3.3 Several Obligations; Remedies Independent

No Purchaser shall have any obligation to any other Purchaser in respect of the failure by such Purchaser to purchase any Purchased Securities required to be purchased by such Purchaser. The obligations of the Company at any time hereunder and under the other Transaction Documents (as defined below) to each Purchaser shall be separate and independent, and each Purchaser shall be entitled to protect and enforce its rights arising out of this Agreement and the Purchased Securities held by it and it shall not be necessary for any other holder to consent to or be joined as an additional party in, any proceedings for such purposes.

4. Representations, Warranties and Covenants of the Company

Except as and to the extent otherwise specifically disclosed in the Schedule of Exceptions attached to this Agreement as Exhibit I, the Company hereby represents and warrants to the Purchasers as follows (which representations and warranties shall be deemed to apply, where appropriate, to each subsidiary of the Company):

4.1 Organization and Qualification

The Company is a corporation that has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to conduct its business as it is presently being conducted and as it is proposed to be conducted. The Company is duly qualified as a foreign corporation to transact business in, and is in good standing in, each

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jurisdiction in which its ownership, lease or operation of its properties or assets, the nature of its activities or the conduct of its business makes such qualification necessary, except for any failure or failures to be so qualified could not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company. Exhibit C to this Agreement contains a true, correct and complete copy of the Certificate of Incorporation of the Company, including all amendments and restatements thereof and certificates of designation, as in effect at and as of the Closing. Exhibit D to this Agreement contains a true, correct and complete copy of the By-Laws of the Company, including all amendments thereto, as in effect as of the Closing. The Company is not in violation or breach of any of the terms, conditions or provisions of such Certificate of Incorporation or By-Laws.

4.2 Authorization

The Company has all requisite corporate power and authority to execute and deliver (a) this Agreement, (b) the Purchased Securities, (c) the Registration Rights Agreement, (d) the Investor Rights Agreement, (e) the Right of First Refusal Agreement, and (f) the Voting Agreement (collectively, the “Transaction Documents”), and to perform its obligations under the Transaction Documents. The execution and delivery by the Company of each of the Transaction Documents and the performance by the Company of its obligations thereunder have been duly authorized by all necessary corporate action on its part, and no other corporate proceedings on its part are necessary to authorize its execution and delivery of the Transaction Documents or its performance of its obligations under the Transaction Documents.

4.3 Purchased Securities

The Purchased Securities and the issuance, sale and delivery thereof upon the terms and conditions set forth in this Agreement have been duly authorized by all requisite action of the Board of Directors of the Company and all requisite stockholder action. When issued and delivered to the Purchasers upon the terms and conditions of this Agreement (and paid for as contemplated by this Agreement), the Purchased Securities will be validly issued and fully paid and nonassessable, with no personal liability attached to the ownership thereof and not subject to any preemptive rights, rights of first refusal or other similar rights of any stockholder of the Company or any other person, and, based upon the representations and warranties of the Purchasers set forth in Section 5 of this Agreement, shall have been issued in compliance with all applicable securities laws.

4.4 Due Execution and Delivery; Binding Obligations

Each Transaction Document has been duly executed and delivered by the Company, and each such Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

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4.5 No Conflict or Violation

The execution and delivery by the Company of each Transaction Document, and the performance by the Company of its obligations under each Transaction Document, will not result in any conflict with, or result in a violation or breach of any of the terms, conditions or provisions of, or constitute (with or without due notice, lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Certificate of Incorporation or the By-Laws of the Company, or the certificate of incorporation, articles of incorporation or by-laws of any subsidiary of the Company, (ii) any material contract to which the Company or any of its subsidiaries is a party or to which any of their respective properties or assets is subject; or (iii) any law, statute, ordinance, rule, regulation, judgment, order, decree, license or permit applicable to the Company or any of its subsidiaries or to which any of their respective properties or assets is subject.

4.6 Consents and Approvals

The execution and delivery by the Company of each Transaction Document, and the performance by the Company of its obligations under each Transaction Document, do not and will not require any consent, approval, license, permit, order or authorization of, or any registration, notification, declaration or filing (including any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) with, any person (including any securities exchange or self-regulatory organization or any governmental agency, entity or authority), except for (i) such as have been obtained or made and are in full force and effect as of the Closing, (ii) the filing of any notice with respect to the Closing with any governmental agency, entity or authority which may be required subsequent to the Closing under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws, or the rules and regulations promulgated thereunder (and which, if required, will be filed on a timely basis as may be so required), and (iii) the approval of the shareholders of the Company which may be required by NASD listing standards.

4.7 Capitalization

(a) The authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $0.10 per share (the “Common Stock”), and (ii) 500,000 shares of shares of Preferred Stock, par value $1.00 per share (the “Preferred Stock”).

(b) The authorized Preferred Stock consists of (i) 19,000 authorized shares of Series A Preferred Stock, par value $1.00 per share (the “Prior Preferred Stock”), and (ii) 215,000 authorized shares of Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Convertible Preferred Stock”), and (iii) 266,000 shares which are not part of any designated series of Preferred Stock or issued, outstanding, held in treasury or reserved for issuance and which are available for designation in one or more series by the Board of Directors of the Company pursuant to the Certificate of Incorporation.

(c) Of the authorized Common Stock, (i) 3,139,737 shares are issued and outstanding, (ii) 116,000 shares are duly reserved for issuance, sale and delivery upon the

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exercise of options presently outstanding under, or options which are not outstanding but are presently available to be granted under, the Trans-Industries, Inc. 1996 Stock Option Plan (the “1996 Stock Option Plan”), (iii) 581,395.35 shares are duly reserved for issuance and delivery upon the conversion of the Purchased Shares, (v) 145,348.84 shares are duly reserved for issuance and delivery upon the exercise of the Purchased Warrants in accordance with the terms thereof, and (vi) the remaining shares are not issued, outstanding, held in the treasury of the Company or reserved for issuance.

(d) All of the authorized Prior Preferred Stock is issued and outstanding and is held of record by the Trans-Industries, Inc. Employees 401(k) and Profit Sharing Plan.

(e) All outstanding shares of capital stock of the Company of every class and series have been duly authorized and validly issued, free of any preemptive or similar rights except such as have been fully complied with, and are fully paid and nonassessable, with no liability attaching to the ownership thereof.

(f) Except as set forth in Section 4.7(c) or Section 4.7(d), and except for (x) options presently outstanding or presently available to be granted under the 1996 Stock Option Plan to purchase an aggregate of 116,000 shares of Common Stock, and (y) Purchased Securities hereunder, and (z) the Option (as described in Section 2.4), there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (iii) no options, warrants or other rights to acquire from the Company or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii) and (iii) of this Section 4.7(f) being referred to collectively as the “Company Securities”)

(g) Except as set forth in the Registration Rights Agreement, the Investor Rights Agreement, the Right of First Refusal Agreement, the Voting Agreement or the Certificate of Incorporation, there are no outstanding (i) rights of first offer or first refusal, “drag-along” rights, “tag-along” rights or other similar rights or agreements, arrangements or commitments of any character which obligate the Company or any of its subsidiaries, or, to the knowledge of the Company, any stockholder of the Company or other person, to transfer, sell or vote any Company Securities, (ii) obligations on the part of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, (iii) liabilities on the part of the Company or any of its subsidiaries for dividends declared or accumulated but unpaid with respect to Company Securities, (iv) obligations on the part of the Company or any of its subsidiaries to register for public sale any Company Securities, and (v) obligations on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, of any stockholder of the Company or other person for the voting of Company Securities in any manner whatsoever.

(h) Except as set forth in (x) the 1996 Stock Option Plan with respect to options granted or to be granted thereunder, (y) the Purchased Warrants or (z) the Certificate of Incorporation, no Company Securities will become issuable to any Person, nor will the conversion or exercise price or exchange factor or ratio of any Company Securities be reduced, pursuant to any so-called “anti-dilution” or similar adjustment provisions of any Company

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Securities or pursuant to any agreements, arrangements or commitments to which the Company or any of its subsidiaries is a party.

(i) The Company has no liability whatsoever to any stockholder, former stockholder or other person, whether fixed or variable, accrued or contingent, for the payment of any dividends, whether or not declared and whether cumulative or non-cumulative, except for the Company’s liability for cumulative dividends accrued with respect to the shares of Prior Preferred Stock presently issued and outstanding in accordance with the terms thereof as set forth in the Certificate of Incorporation. None of such dividends are currently due or payable, and the total amount of the Company’s liability for such accrued cumulative dividends on the Prior Preferred Stock as of January 31, 2004, was $390,000.

(j) All shares of capital stock and other equity or debt securities of the Company and its subsidiaries (including any predecessors of the Company and such subsidiaries) issued prior to the Closing have been offered, sold and issued either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from registration under the Securities Act, and in compliance with all applicable state securities laws and all rules and regulations promulgated under the Securities Act and applicable state securities laws. Neither the Company nor any of its subsidiaries nor any predecessor thereof has violated the Securities Act or any applicable state securities laws or any rules or regulations promulgated thereunder in connection with the issuance, sale and delivery of any securities.

4.8 Exchange Act Filings

The Company has timely filed all documents required to be filed by the Company (the “Exchange Act Filings”) with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “1934 Act”). As of their respective filing dates, all Exchange Act Filings complied in all material respects with the requirements of the 1934 Act, and none of the Exchange Act Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. All financial statements of the Company included in any Exchange Act Filings complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normally, recurring year-end audit adjustments).

4.9 Financial Statements

All financial statements of the Company included, whether as exhibits or otherwise, or incorporated by reference in the Exchange Act Filings have been prepared from and in

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accordance with the books and records of the Company and its subsidiaries (which have been maintained in accordance with good business practices and are true and complete in all material respects), and fairly present in all material respects the consolidated financial position and consolidated results of operations, stockholders’ equity and cash flows of the Company and its subsidiaries as of the respective dates thereof and for the respective periods indicated therein in accordance with GAAP, subject, in the case of any unaudited financial statements included among such financial statements, to normal, recurring year-end adjustments (which adjustments are not material, individually or in the aggregate) and the lack of footnotes and other presentation items required by GAAP. Since December 31, 2002, except as required by applicable law or GAAP, there has been no change in any accounting principle, procedure or practice followed by the Company or any of its subsidiaries or in the method of applying any such principle, procedure or practice.

4.10 Undisclosed Liabilities

The Company and its subsidiaries do not have any liabilities or obligations whatsoever (whether matured or unmatured, known or unknown, fixed or contingent or otherwise) of a type required to be reflected on or reserved against in, or to be disclosed in the notes to, a balance sheet prepared in accordance with GAAP, except (i) to the extent expressly reflected on or reserved against in, or otherwise disclosed in the notes to, the Company’s audited consolidated financial statements as of and for the period ended December 31, 2002 (the “Latest Audited Financial Statements”), as set forth in the company’s Annual Report on Form 10-K as filed with the SEC pursuant to the 1934 Act (the “Annual Report”), (ii) for those liabilities or obligations expressly disclosed or reflected in Exchange Act Filings filed by the Company with the SEC subsequent to the Annual Report, and (iii) for those liabilities or obligations arising since December 31, 2002 in the ordinary course of business consistent (in amount and kind) with past practice, none of which, except as expressly set forth in any Exchange Act Filings filed by the Company with the SEC subsequent to the Annual Report, is a liability or obligation arising from any breach of contract, breach of warranty, tort, infringement claim, violation of law or any action, suit or proceeding.

4.11 No Material Change

Since December 31, 2002, except as disclosed in any Exchange Act Filings filed by the Company with the SEC subsequent to that date,

(a) there has been no material adverse change or any development involving a prospective material adverse effect on or affecting the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company, whether or not arising in the ordinary course of business;

(b) there have been no transactions entered into by the Company other than those in the ordinary course of business, which are material with respect to the Company; and

(c) there has been no dividend or distribution of any kind declared, paid or made by the Company on or with respect to any class or series of its capital stock, nor has the Company repurchased or redeemed and shares of its capital stock.

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4.12 Environmental Matters

Except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company,

(a) the Company is in compliance with all applicable Environmental Laws (as defined below);

(b) the Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with the requirements of such permits authorizations and approvals;

(c) there are no pending or, to the knowledge of the Company, threatened Environmental Claims (as defined below) against the Company; and

(d) under applicable law, there are no circumstances with respect to any property or operations of the Company that are reasonably likely to form the basis of an Environmental Claim against the Company.

For purposes of this Agreement, the following terms shall have the following meanings: “Environmental Law” means any federal, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety, or any chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority. “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law.

4.13 No Defaults

Except as set forth in timely filed Exchange Act Filings by the Company since December 31, 2002, the Company is not in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, deed, trust, note, lease, sublease, voting agreement, voting trust, or other instrument or agreement to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company is subject, except for any such defaults as could not, either individually or in the aggregate, reasonably be expected to result in a material adverse effect on or affecting the condition, financial or otherwise, or in the earnings, assets, liabilities, business or prospects of the Company.

4.14 Labor Matters

There exists no material dispute with any employees or group of employees of the Company, whether or not covered by any collective bargaining agreement, and, to the knowledge of the Company, no such dispute is or has been threatened.

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4.15 No Actions

There are no actions, suits, proceedings or investigations before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company which if determined adversely to the Company could, either individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company or which relates in any way to the transactions contemplated by this Agreement, nor, to the knowledge of the Company, is there any reasonable basis for any such action, suit or proceeding. Neither the Company nor any of its subsidiaries is in default with respect to any judgment, order or decree of any court or governmental agency or instrumentality applicable the Company or any such subsidiary.

4.16 Intellectual Property

(a) The Company owns or is licensed to use or otherwise possesses the legal right to use all patents, patent applications, inventions, trademarks, trade names, applications for registration of trademarks, service marks, service mark applications, copyrights, know-how, manufacturing processes, formulae, trade secrets, licenses and rights in any thereof and any other intangible property and assets that are material to the business of the Company as now conducted and as proposed to be conducted (collectively, “Proprietary Rights”).

(b) The Company does not have any knowledge of, and the Company has not given or received any notice of, any pending conflicts with or infringement of the rights of others with respect to any Proprietary Rights or with respect to any license of Proprietary Rights which are material to the business of the Company.

(c) No action, suit, arbitration, or legal, administrative or other proceeding, or investigation is pending, or, to the knowledge of the Company, threatened, which involves any Proprietary Rights and which, if determined adversely to the Company, could reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company, nor, to the knowledge of the Company, is there any reasonable basis therefor.

4.17 Permits

The Company possesses and is operating in compliance with all material licenses, certificates, consents, authorizations, approvals and permits from all governmental agencies, entities and authorities of any foreign, federal, state, local or other jurisdiction regulatory necessary to conduct the businesses now operated by it, and the Company has not received any notice of proceedings relating to the revocation or modification of any such permit or any circumstance which would lead it to believe that such proceedings are reasonably likely which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company, nor, to the knowledge of the Company, is there any reasonable basis therefor.

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4.18 Compliance

The Company has conducted and is conducting its business in compliance with all applicable statutes, laws, rules, regulations, ordinances, codes, decisions, decrees, directives and orders of any foreign or federal, state, local or other jurisdiction, except where any failure to so comply could not, either individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company.

4.19 Taxes

(a) (i) The Company and its subsidiaries (including their predecessors) have timely filed in accordance with all applicable laws (taking into account valid extensions) all tax returns, reports and declarations (“Tax Returns”) required to be filed by them, and all such Tax Returns are true, correct and complete in all material respects, (ii) the Company and its subsidiaries (including their predecessors) have timely paid all Taxes (as defined below) due and required to be paid by them, including any Taxes levied upon any of their properties, assets, income or franchises, (iii) all amounts required to be collected or withheld by the Company and its subsidiaries (including their predecessors) have been collected or withheld and any such amounts which are required to be remitted to any taxing authority have been duly remitted, (iv) no taxing authority in any jurisdiction in which the Company or any subsidiary thereof (including any predecessors thereof) has not filed Tax Returns has made a claim, assertion or threat that such non-filing entity is or may be subject to taxation in such jurisdiction, (v) no audit, investigation or other proceeding is in progress, pending, proposed or, to the knowledge of the Company, threatened, in each case with regard to any Taxes or Tax Returns of the Company or any subsidiary thereof (including their predecessors), and (vi) neither the Company nor any subsidiary thereof nor any predecessor thereof is a party to or bound by a Tax sharing or Tax allocation or similar agreement or arrangement. The accruals and reserves for Taxes in the Latest Audited Financial Statements were complete and adequate to cover any liability of the Company and its subsidiaries for Taxes for the periods through the dates thereof. The Company is not currently, nor has it been at any time, a “United States real property holding corporation” as such term is defined in Section 897 of the Internal Revenue Code of 1986, as amended.

(b) As used herein, “Taxes” means (i) all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts, in each case imposed by any taxing authority (domestic or foreign) on any person (if any) and (ii) any liability for the payment of any amount of the type described in clause (i) above as a result of (A) being a “transferee” (within the meaning of Section 6901 of the Code or any other applicable law) of another person, (B) being a member of an affiliated, combined or consolidated group or (C) a contractual arrangement or otherwise.

4.20 Other Governmental Proceedings

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To the Company’s knowledge, there are no rulemaking or similar proceedings before any Federal, state, local or foreign government bodies that involve or affect the Company, which, if subject to an action unfavorable to the Company, could involve a prospective material adverse change in or effect on the condition, financial or otherwise, or in the earnings, assets, liabilities, business or prospects of the Company.

4.21 Insurance

The Company maintains insurance of the type and in the amount that the Company reasonably believes is adequate for its business, including insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.

4.22 {Intentionally left blank.}

4.23 Contracts

All material contracts to which the Company or any of its subsidiaries is a party and which are described or incorporated by reference in any Exchange Act Filing filed by the Company with the SEC subsequent to December 31, 2002, are in full force and effect on the date hereof, except for any such contracts the termination or expiration of which could not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or the earnings, assets, liabilities, business or prospects of the Company. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or default under any contract which is material to the business of the Company or any of its subsidiaries.

4.24 No Integrated Offering

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance and sale of the Purchased Securities to the Purchasers. The Company will not make any offers or sales of any security that would cause the offering of the Purchased Securities to be integrated with any other offering of securities by the Company for purposes of any registration requirement under the Securities Act or any applicable rules of any national securities exchange on which any securities of the Company are on the date hereof or hereafter become traded.

4.25 Brokers and Finders

(a) Except as set forth in (b) below, no action has been taken by the Company or any other person on the Company’s behalf that would give rise to any valid claim against the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment with respect to the transactions contemplated by any of the Transaction Documents.

(b) The Company has employed Relational Advisors LLC (“Relational”) as its financial advisor in connection with the transactions contemplated by the Transaction

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Documents. Relational is acting as an intermediary between the Company and the Purchasers in this transaction, both of whom are aware of such relationship. The Company has waived any claim of conflict of interest that might arise by virtue of Relational’s representation of the Company and the Purchasers. Relational shall receive a fee from the Company, but not from the Purchasers, for the investment contemplated herein.

4.26 Disclosure

No representation or warranty made by the Company in this Agreement or in any other writing furnished pursuant hereto contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they were or are made, not misleading

5. Representations and Warranties of the Purchasers

Each Purchaser severally (as to itself only and not with respect to any other Purchaser) represents and warrants to the Company as follows:

5.1 Authorization

Such Purchaser has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations under such Transaction Documents. The execution and delivery by such Purchaser of the Transaction Documents to which it is a party and the performance by such Purchaser of its obligations under such Transaction Documents have been duly authorized by all necessary action on its part, and no other proceedings on its part are necessary to authorize its execution and delivery of such Transaction Documents or its performance of its obligations under such Transaction Documents.

5.2 Due Execution and Delivery; Binding Obligations

Each Transaction Document to which such Purchaser is a party has been duly executed and delivered by such Purchaser, and each such Transaction Document constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

5.3 Consents and Approvals

The execution and delivery by such Purchaser of each Transaction Document to which it is a party, and the performance by such Purchaser of its obligations under each such Transaction Document, do not and will not require any consent, approval, license, permit, order or authorization of, or any registration, declaration or filing with, any Person (including any governmental agency, entity or authority), except for (i) such as have been obtained or made and are in full force and effect, and (ii) the approval of the shareholders of the Company which may be required by NASD listing standards.

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5.4 Investment Representations

Solely for establishing that the offer, sale and issuance of the Purchased Securities being purchased by such Purchaser pursuant to this Agreement are exempt from the registration requirements of the Securities Act and the comparable provisions of state securities laws and not in any way to mitigate the responsibility or liability of the Company for any breach of the representations and warranties made by the Company in this Agreement, on which such Purchaser is relying in full in connection with its, his or her decision to invest in the Company:

(a) Such Purchaser is acquiring the Purchased Securities to be purchased by it under this Agreement, for its own account, for investment and not with a view to the distribution thereof in violation of the Securities Act or applicable state securities laws.

(b) Such Purchaser understands that the Purchased Securities have not been registered under the Securities Act or applicable state securities laws by reason of their issuance by the Company in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws, and that the Company’s reliance upon such exemptions is based in part on the representations of the Purchasers contained in this Agreement; and that each such security must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration.

(c) Such Purchaser further understands that the exemption from registration under the Securities Act afforded by Rule 144 (the provisions of which are known to such Purchaser) depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis for sales of only limited amounts and under limited circumstances.

(d) Such Purchaser has had the opportunity to ask questions of the Company’s officers and directors about the business and financial condition of the Company and its subsidiaries, understands that its, his or her purchase of the Purchased Securities being purchased by it pursuant to this Agreement, are speculative investments which involve a high degree of risk of loss of the entire investment therein; and has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in such Purchased Securities.

(e) Such Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(f) Such Purchaser has not employed any broker or finder in connection with the transactions contemplated by the Transaction Documents. Relational is acting as an intermediary between the Company and the Purchasers in this transaction, both of whom are aware of such relationship. The Purchasers have waived any claim of conflict of interest that might arise by virtue of Relational’s representation of the Company and the Purchasers. Relational shall receive a fee from the Company, but not from the Purchasers, for the investment contemplated herein.

(g) The principal office or residence of such Purchaser is located at the address for such Purchaser specified on Annex I hereto, and substantially all of the decisions of such

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Purchaser with respect to its, his or her investment pursuant to this Agreement were made at such location.

6. Survival of Representations, Warranties and Agreements

Notwithstanding any investigation made at any time by or on behalf of any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Purchasers in this Agreement and in any of the other Transaction Documents shall survive the execution and delivery of this Agreement and the issuance and delivery to the Purchasers of the Purchased Securities.

7. Indemnification

7.1 Indemnification of Purchaser Indemnitees

The Company shall indemnify, defend and hold each Purchaser and each of their respective heirs, beneficiaries, officers, directors, partners, managing directors, affiliates, employees, agents, consultants, representatives, successors and assigns (each a “Purchaser Indemnitee”) harmless from and against all Losses (as hereinafter defined) incurred or suffered by a Purchaser Indemnitee arising out of, relating to or resulting from (i) any breach of any of the representations or warranties made by the Company in this Agreement or in any of the other Transaction Documents or (ii) any breach of any of the covenants or agreements made by the Company in this Agreement or in any of the other Transaction Documents. Such right of indemnification shall be in addition to and not in lieu of any and all other rights and remedies available to the Purchasers at law or in equity.

7.2 Indemnification Principles

For purposes of this Agreement, “Losses” shall mean and include each and all of the following items: claims, actions, demands, losses (including losses of earnings), liabilities, obligations, payments, damages (actual, punitive and consequential), charges, judgments, fines, penalties, amount paid in settlement, costs and expenses (including interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments, and fees, expenses and disbursements of counsel, consultants and other experts).

8. Transfers of Securities

8.1 Restrictive Legends; Exchanges; Lost, Stolen or Mutilated Certificates

Each certificate or other instrument evidencing Purchased Securities and each certificate or other instrument for any such Purchased Securities issued to subsequent transferees of any such Purchased Securities shall (unless otherwise permitted by the provisions of Section 8.3) be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES

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LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

“ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS SPECIFIED IN THE SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF , 2004, AMONG THE ISSUER HEREOF AND THE PURCHASERS PARTY THERETO. UPON THE FULFILLMENT OF CERTAIN CONDITIONS SPECIFIED THEREIN, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THESE LEGENDS, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF.”

8.2 Notice of Transfer

(a) As used herein, “Restricted Securities” means (a) Purchased Shares, (b) shares of Common Stock issuable upon conversion of the Purchased Shares in accordance with the Certificate of Incorporation, (c) Purchased Warrants, and (d) shares of Common Stock issuable upon exercise of the Purchased Warrants in accordance with the terms thereof. The holder of any Restricted Securities, by acceptance thereof, agrees, prior to any transfer of such Restricted Securities, to give written notice to the Company of such holder’s intention to effect such transfer and to comply in all other respects with the provisions of this Section 8.2. Each such notice shall describe the manner and circumstances of the proposed transfer and shall be accompanied, if reasonably requested by the Company, by the written opinion, addressed to the Company, of counsel for the holder of such Restricted Securities, as to whether in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company and which counsel may be the in-house counsel of such holder) such proposed transfer involves a transaction requiring registration of such Restricted Securities under the Securities Act; provided, however, that (i) in the case of a holder of Restricted Securities which is a partnership or a limited liability company, no such opinion of counsel shall be necessary for a transfer by such holder of Restricted Securities to a partner or member of such holder of Restricted Securities, or a retired partner or member of such holder who retires after the date hereof, or the estate of any such partner or member or retired partner or member, if in each case the transferee agrees in writing to be subject to the terms of this Section 8 to the same extent as if such transferee were originally a signatory to this Agreement, (ii) in the case of a holder of Restricted Securities which is a corporation or a limited liability company, no such opinion of counsel shall be necessary for a transfer by such holder of Restricted Securities to an affiliate, officer, director, member or manager of such entity, and (iii) no such opinion shall be required in connection with a transfer pursuant to Rule 144, provided, that the Company, if reasonably requested by it, shall be provided with customary written representations relating to such transaction.

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(b) If in the opinion of such counsel (if such opinion is required hereunder) the proposed transfer of Restricted Securities may be effected without registration under the Securities Act, the holder of such Restricted Securities shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by it to the Company.

(c) Each certificate or other instrument evidencing the securities issued upon the transfer of any Restricted Securities (and each certificate or other instrument evidencing any untransferred balance of such securities) shall bear the legends set forth in Section 8.1 unless (i) in the opinion of such counsel, registration of future transfer is not required by the applicable provisions of the Securities Act or (ii) the Company shall have waived the requirement of such legends; provided, however, that such legend shall not be required on any certificate or other instrument evidencing the securities issued upon such transfer in the event such transfer shall be made in compliance with the requirements of Rule 144.

(d) Upon surrender by any Purchaser to the Company of any certificate, representing Purchased Securities, the Company at its expense will, within five business days, issue in exchange therefor, and deliver to the Purchaser, a new certificate or certificates representing such Purchased Securities, in such denominations as may be requested by such Purchaser. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any certificate representing any Purchased Securities purchased or acquired by any Purchaser hereunder, and in case of any such loss, theft or destruction, upon delivery of any indemnity agreement satisfactory to the Company, or in any case of any such mutilation, upon surrender and cancellation of such certificate, the Company at its expense will, within five business days, issue and deliver to the Purchaser a new certificate or other instrument for such Purchased Securities of like tenor, in lieu of such lost, stolen, destroyed or mutilated certificate.

8.3 Transfer Pursuant to Rule 144

The Company covenants that (a) the Company will comply at all times with the public information requirements of Rule 144(c)(1); and (b) at all times as Rule 144 is available for use by any Purchaser, the Company will furnish such Purchaser, upon its request, with all information within the possession of the Company reasonably required for the preparation and filing of Form 144.

9. Miscellaneous Covenants

9.1 Certain Taxes

The Company shall pay, and will hold each Purchaser harmless from, (a) any and all liability with respect to any transfer, transfer gains, stamp or similar Taxes which may be determined to be payable in connection with (i) the execution and delivery and performance of this Agreement or any modification, amendment or alteration of the terms or provisions of this Agreement, or (ii) the issuance of any shares of Common Stock or other securities upon conversion of the Purchased Shares or upon the exercise of the Purchased Warrants, and (b) all Taxes arising as a result of the issuance of the Purchased Securities to the Purchasers (collectively, “Transaction-Related Taxes”).

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9.2 Listing of Common Shares

If shares of Common Stock are listed on any national securities exchange or automated quotation system on the date any registration statement filed by the Company pursuant to the Registration Rights Agreement becomes effective, the Company will promptly secure the listing of the shares of Common Stock issuable upon conversion of the Purchased Shares or upon exercise of the Purchased Warrants upon each national securities exchange or automated quotation system upon which shares of Common Stock are then listed. The Company represents and warrants that it has taken no action designed to delist, or which is likely to have the effect of delisting, the Common Stock from any of the national securities exchange or automated quotation system upon which shares of Common Stock are currently listed.

9.3 Press Release; Listing of Common Shares

Prior to 8:30 a.m., Eastern Standard Time, on the day after the Closing Date, the Company shall issue a press release disclosing the transactions contemplated hereby and shall timely file a Current Report on Form 8-K under the 1934 Act disclosing the transactions contemplated hereby. In addition, the Company will make such other filings and notices in the manner and time required by the SEC and each national securities exchanges or automated quotation system upon which shares of Common Stock are currently listed.

9.4 Shareholder Approval

Promptly after the Closing Date, the Company will take all reasonable actions necessary, including calling a shareholder meeting, to obtain Shareholder Approval (as described in Section 2.4(a).

10. Expenses

The Company shall pay (a) all costs and other expenses incurred from time to time by the Company in connection with the Company’s performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including the costs and expenses of its counsel incurred in connection with the drafting, review and negotiation of the Transaction Documents), (b) all out-of-pocket costs and expenses reasonably incurred by the Purchasers and their respective affiliates (including the reasonable fees and expenses of Calfee, Halter & Griswold LLP, counsel for the Purchasers) in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Transaction Documents and the purchase of the Purchased Securities hereunder (provided, the payment obligations of the Company with respect to this clause (b) shall not exceed an aggregate amount agreed upon by the Company and the Purchasers); (c) all out-of-pocket costs and expenses actually incurred by the Purchasers (including the fees, charges and disbursements of counsel for the Purchasers) in connection with (A) the preparation, negotiation, execution and delivery of any amendments, modifications or waivers of the provisions of this Agreement or any other Transaction Document and (B) the enforcement or protection of the Purchasers’ rights under the provisions of this Agreement or any other Transaction Document; and (d) any Transaction-Related Taxes. All

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amounts payable under this Section 10 shall be payable by the Company promptly after written demand therefor.

11. Notices

Any notices, demands, consents or other communications that are given or made hereunder shall be in writing and shall be given or made to any party hereto by physical delivery, U.S. mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier or by transmission by facsimile to such party at its, his or her address (or facsimile number) set forth below, or such other address (or facsimile number) as shall have been specified by like notice by such party:

(a) if to the Company, to:

Trans-Industries, Inc.

2637 South Adams Road

Rochester Hills, MI 48309

Attention: Dale S. Coenen, Chief Executive Officer

Facsimile: (248) 852-1211

with a copy to:

Nemes & Anderson, P.C.

26050 Orchard Lake Road, Suite 300

Farmington Hills, MI 48334

Attention: Robert P. Anderson, Esq.

Facsimile: (248) 442-3319

or to such other person at such other place as the Company shall designate to each Purchaser in writing; and

(b) if to a Purchaser, to such Purchaser’s address (or facsimile number) as set forth on Annex I to this Agreement, or to such other address for such Purchaser as such Purchaser may specify in written notice given to the Company in accordance with this section.

Each such notice, demand, consent or other communication shall be effective upon receipt in the case of physical delivery or overnight courier, upon confirmation of receipt by or on behalf of the addressee in the case of transmission by facsimile if received prior to 5:00 p.m. local time at the destination of such facsimile transmission, and, if received after 5:00 p.m. local time at the destination of such facsimile transmission, on the next business day immediately after the date of such receipt, and five business days after deposit in the U.S. mail in the case of mailing.

12. Miscellaneous Provisions

12.1 Entire Agreement

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This Agreement and the other Transaction Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede any prior or contemporaneous understandings, negotiations, agreements or representations by or among such parties, written or oral, that may have related in any way to the subject matter hereof or thereof, including any letter of intent or term sheet dated as of or prior to the date hereof, between the Company and one or more of the Purchasers (or their affiliates).

12.2 Further Assurances

The Company will, and will cause its subsidiaries to, execute any and all further documents, agreements and instruments, and take all such further actions that may be required under any applicable law, or which the Purchasers may reasonably request, to effectuate the transactions contemplated by the Transaction Documents, all at the expense of the Company.

12.3 Further Assurances

(a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party, and all covenants and agreements by or on behalf of the Company or the Purchasers which are contained in this Agreement or in any of the other Transaction Documents shall bind and inure to the benefit of their respective heirs, successors, and permitted assigns, except that the Company shall not assign its rights or obligations hereunder without the consent of the Purchasers holding a majority of the Purchased Shares issued hereunder.

(b) Each Purchaser shall have the right, without the consent of the Company but subject to compliance with applicable securities laws and the applicable provisions of this Agreement and the other Transaction Documents, to assign, all or part of, the securities acquired by it hereunder (including securities into which or for which such securities are convertible, exchangeable or exercisable) and assign, all or part of, its rights and obligations under this Agreement or any of the other Transaction Documents. The Company shall promptly amend Annex I to reflect the notice information for each transferee thereof as contemplated by Section 11. Upon any such amendment, the Company shall promptly deliver a copy of such Annex I, as so amended, to each Purchaser.

12.4 Counterparts

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterparts transmitted by facsimile may be treated as an original instrument and relied upon for all purposes as such.

12.5 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction

(a) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the internal law of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether in the State of Ohio or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Ohio. In furtherance of the foregoing, the internal

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law of the State of Ohio will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the internal law of some other jurisdiction would ordinarily or necessarily apply.

(b) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

(c) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any court of the State of Ohio or federal court of the United States of America sitting in the State of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court of the State of Ohio or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court of the State of Ohio or federal court sitting in the State of Ohio. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.6 Waivers and Amendments

(a) No failure or delay of any of the Purchasers in exercising any power or right in this Agreement or in any other Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise of any other right or power. No waiver of any provision of this Agreement or any other Transaction Document or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided for in Section 12.6(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

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(b) Except as provided in Section 12.3, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written instrument which specifically references this Agreement which has been signed by the party against whom such waiver, amendment or modification is sought to be enforced or such party’s authorized officer or representative.

12.7 Incorporation of Schedules and Exhibits

The annexes, schedules and exhibits identified in this Agreement are incorporated herein by reference and made a part hereof as though fully rewritten herein.

12.8 Interpretation and Construction

The term “this Agreement” means this Series B Convertible Preferred Stock and Warrant Purchase Agreement, together with all annexes, schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP. The use in this Agreement of the term “including” means “including, without limitation.” The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including its annexes, schedules and exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to sections, annexes, schedules and exhibits mean the sections of this Agreement and the annexes, schedules and exhibits attached to this Agreement, except where otherwise stated. The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require or permit. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. All references to payment amounts herein are United States dollar amounts, and all payments hereunder shall be made in United States dollars. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1.

12.9 No Fiduciary Relationship

No provision in this Agreement or in any other Transaction Document and no course of dealing among the parties hereto shall be deemed to create any fiduciary duty by any of the Purchasers or any of their respective affiliates to the Company or its directors, officers, employees, stockholders or affiliates.

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12.10 Severability

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

* * *

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     IN WITNESS WHEREOF, the parties have executed this Series B Convertible Preferred Stock and Warrant Purchase Agreement as of the date first written above.

THE COMPANY:

TRANS-INDUSTRIES, INC.

By:
Name:   Dale S. Coenen
Title:   Chairman of the Board and President

IN WITNESS WHEREOF, the parties have executed this Series B Convertible Preferred Stock and Warrant Purchase Agreement as of the date first written above.

THE PURCHASERS:

Harry E. Figgie, Jr., trustee under the Trust
Agreement dated July 15, 1976, as modified

Annex I
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Purchasers, Notice Addresses, and Purchased Securities


			Number of Common
			Shares Initially Issuable
	Number of		under Purchased
Purchaser Name and Notice Address	Purchased Shares		Warrants
Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified 30100 Chagrin Blvd., Suite 380 Pepper Pike, OH 44124		193,798.45		145,348.84

TOTALS:		193,798.45		145,348.84

Exhibit A
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Certificate of Designation

{Refer to the attachment.}

Exhibit B
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Form of Warrant

{Refer to the attachment.}

Exhibit C
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Certificate of Incorporation

{Refer to the attachment.}

Exhibit D
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

By-Laws

{Refer to the attachment.}

Exhibit E
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Investor Rights Agreement

{Refer to the attachment.}

Exhibit F
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Registration Rights Agreement

{Refer to the attachment.}

Exhibit G
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Right of First Refusal Agreement

{Refer to the attachment.}

Exhibit H
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Voting Agreement

{Refer to the attachment.}

Exhibit I
to Series B Convertible Preferred Stock and Warrant Purchase Agreement
dated as of March , 2004

Schedule of Exceptions

EX-3.2 3 l07216aexv3w2.htm EXHIBIT 3.2 FORM OF WARRANT ISSUED TO INVESTORS Exhibit 3.2

Exhibit 3.2

WARRANT

To Purchase 145,348.84 shares of Common Stock

Trans-Industries, Inc.
(a Delaware corporation)

March , 2004

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

WARRANT

To Purchase 145,348.84 shares of Common Stock of

TRANS-INDUSTRIES, INC.


Warrant No. 1		Dated: March , 2004

THIS IS TO CERTIFY that, for value received Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified, or registered assigns, is entitled upon the due exercise hereof at any time during the Exercise Period (as hereinafter defined) to purchase in the aggregate One Hundred Forty-Five Thousand Three Hundred Forty-Eight and 84/100 (145,348.84) shares of Common Stock (as more particularly defined below, the “Common Stock”) of Trans-Industries, Inc., a Delaware corporation (the “Company”), at an exercise price of Three Dollars ($3.00) per share (such Exercise Price and the number of shares of Common Stock purchasable hereunder being subject to adjustment as provided herein), and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions hereinafter set forth.

This Warrant is one of the Company’s Warrants for Common Stock exercisable in the aggregate for 145,348.84 shares (subject to adjustment) of Common Stock and issued pursuant to that certain Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the signatories thereto (as amended, modified and supplemented from time to time, the “Investment Agreement”).

1. Certain Definitions.

Capitalized terms used herein without definition shall, unless the context otherwise requires, have the following respective meanings:

“Assignment” shall mean the form of Assignment appearing at the end of this Warrant.

“Board of Directors” shall mean the Board of Directors of the Company.

“Common Stock” shall mean the common stock, par value $.10 per share, of the Company.

“Convertible Securities” shall mean evidences of indebtedness, convertible preferred stock or other securities which are convertible into or exchangeable or exercisable for, with or without payment of additional consideration, Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event.

“Exercise Period” shall mean the period commencing on March , 2004, and terminating on 5:00 p.m. in Cleveland, Ohio on March , 2009.

“Exercise Price” shall mean the price per Share set forth in the preamble to this Warrant, as such price may be adjusted pursuant to Section 4.

“Company” shall mean Trans-Industries, Inc., a Delaware corporation, and any successor thereto.

“Notice of Exercise” shall mean the form of Notice of Exercise appearing at the end of this Warrant.

“Other Securities” shall mean with reference to the exercise privilege of the holder of this Warrant, any shares of capital stock of the Company and any other securities of the Company or of any other Person which the holder of this Warrant at any time shall be entitled to receive, or shall have received, upon the exercise or partial exercise of this Warrant, in lieu of or in addition to shares of Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of shares of Common Stock (or Other Securities) pursuant to the terms of this Warrant or otherwise.

“Investment Agreement” shall have the meaning specified in the preamble to this Warrant.

“Purchase Rights” shall mean any warrants, options or other rights to subscribe for, purchase or otherwise acquire any Common Stock or any Convertible Securities, exercisable either immediately or upon the arrival of a specified date or the happening of a specified event.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as the same may from time to time be in effect.

“Warrant Shares” shall mean the Common Stock (and/or Other Securities) issued or issuable, as the case may be, from time to time upon exercise of this Warrant, including, without limitation, any Other Securities issued or issuable with respect thereto by way of dividend or distribution or in connection with a combination of Common Stock, recapitalization, merger, consolidation, other reorganization or otherwise.

2. Exercise of Warrant.

2.1. Right to Exercise; Notice. On the terms and subject to the conditions of this Article 2, the holder hereof shall have the right, at its option, to exercise this Warrant in whole or in part at any time or from time to time during the Exercise Period, all as more fully specified below.

2.2. Manner of Exercise; Issuance of Warrant Shares. To exercise this Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise (substantially in the form of Exhibit 2.2(a) attached hereto) duly executed by a duly authorized officer of the holder hereof (or its attorney) specifying the Warrant Shares to be purchased, which shall be a whole number,

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(b) an amount equal to the aggregate Exercise Price for all Warrant Shares as to which this Warrant is then being exercised and (c) this Warrant. At the option of the holder hereof, payment of the Exercise Price shall be made (w) by wire transfer of funds to an account in a bank located in the United States designated by the Company for such purpose, (x) by check payable to the order of the Company, (y) by application of any Warrant Shares, as provided below, or (z) by any combination of such methods.

Upon the exercise of this Warrant in whole or in part, the holder hereof may, at its option, submit to Company written instructions from such holder to apply any specified portion of the Warrant Shares issuable upon such exercise in payment of the Exercise Price required upon such exercise, in which case the Company will accept such specified portion of the Warrant Shares (at a value per share equal to the “Market Price” (as defined below) thereof, less, in each case, the Exercise Price then in effect), in lieu of a like amount of such cash payment.

The “Market Price” of the Warrant Shares on any given date shall be determined as (i) the last reported sale price (on that date) of the Company’s Common Stock on the NASDAQ National Market System (or any other national securities exchange in the United States on which the Common Stock is then listed or admitted to trading) or (ii) if the Common Stock is not then listed or admitted to trading on any national stock exchange in the United States, the closing bid price (or average of bid prices) last quoted (on that date) for the Company’s Common Stock by an established quotation service for over the counter securities.

Upon receipt of the items referred to in Section 2.3, the Company shall, as promptly as practicable, and in any event within five days thereafter, cause to be issued and delivered to the holder hereof (or its nominee) or the transferee designated in the Notice of Exercise, a certificate or certificates representing the Warrant Shares specified in the Notice of Exercise (but not exceeding the maximum number thereof issuable upon exercise of this Warrant) minus the Warrant Shares, if any, applied in payment of the Exercise Price. Such certificates shall be registered in the name of the holder hereof (or its nominee) or in the name of such transferee, as the case may be.

If this Warrant is exercised in part, the Company shall, at the time of delivery of such certificate or certificates, issue and deliver to the holder hereof or the transferee so designated in the Notice of Exercise, a new Warrant evidencing the right of the holder hereof or such transferee to purchase at the Exercise Price then in effect the Warrant Shares for which this Warrant shall not have been exercised, and this Warrant shall be canceled.

2.3. Effectiveness of Exercise. Unless otherwise requested by the holder hereof, this Warrant shall be deemed to have been exercised and such certificate or certificates representing Warrant Shares shall be deemed to have been issued, and the holder or transferee so designated in the Notice of Exercise (subject to the provisions of Section 3.2) shall be deemed to have become the holder of record of such Warrant Shares for all purposes, as of the close of business on the date on which the Notice of Exercise, the Exercise Price and this Warrant shall have been received by the Company.

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3. Registration, Transfer and Exchange of Securities; Legends.

3.1. Registration, Transfer, Exchange and Replacement of Securities. To transfer this Warrant, the holder shall deliver to the Company a Notice of Assignment (substantially in the form of Exhibit 3.1 attached hereto) duly executed by the holder hereof (or its attorney) specifying that this Warrant (or any portion hereof) is to be transferred to the Person(s) named therein.

3.2. Transfers and Legends. Neither this Warrant nor any Warrant Shares may be transferred or assigned (a) unless registered under the Securities Act or unless an exemption from such registration is available and (b) except in accordance with the restrictions on transfer set forth in Article 8 of the Investment Agreement, and any transfer or assignment not made in accordance with the foregoing shall be void. Unless and until the applicable conditions set forth in this Section 3 and in Article 8 of the Investment Agreement are satisfied, each Warrant shall bear substantially those legends set forth in Section 8.1 of the Investment Agreement.

4. Adjustment Provisions.

4.1. Adjustment of Number of Warrant Shares Purchasable. Upon any adjustment of the Exercise Price as provided in Section 4.2, the holder hereof shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.

4.2. Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time as set forth in this Section 4.2.

(a) Dividends, Distributions, Subdivisions and Combinations. If and whenever the Company subsequent to the date hereof:

(i) declares a dividend upon, or makes any distribution in respect of, any shares of capital of the Company, payable in Common Stock, Convertible Securities or Purchase Rights; or

(ii) subdivides its outstanding Common Stock into a larger number of Common Stock; or

(iii) combines its outstanding Common Stock into a smaller number of Common Stock,

then the Exercise Price shall be adjusted to that price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction, (A) the numerator of which shall be the total number of outstanding Common Stock immediately prior to such event, and (B) the denominator of which shall be the total number of outstanding Common Stock immediately after such event, treating as outstanding all Common

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Stock issuable upon conversions or exchanges of any such Convertible Securities issued in such dividend or distribution and exercises of any such Purchase Rights issued in such dividend or distribution.

(b) Minimum Adjustment. If any adjustment of the Exercise Price pursuant to this Section 4.2 shall result in an adjustment of less than $.0001, no such adjustment shall be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to $.0001; provided that upon any adjustment of the Exercise Price resulting from (i) the declaration of a dividend upon, or the making of any distribution in respect of, any shares of capital stock of the Company payable in Common Stock, Purchase Rights or Convertible Securities or (ii) the reclassification by subdivision, combination or otherwise, of the Common Stock into a greater or smaller number of Common Stock, the foregoing figure of $.0001 (or such figure as last adjusted) shall be proportionately adjusted; and provided, further, that upon the exercise of this Warrant, the Company shall make all necessary adjustments (to the nearest .0001 of a cent) not theretofore made to the Exercise Price up to and including the date upon which this Warrant is exercised.

(c) Reorganization, Reclassification, Recapitalization or Conversion of the Company. If and whenever subsequent to the date hereof the Company shall effect (i) any reorganization, reclassification or recapitalization of any shares of capital stock of the Company (other than in the cases referred to in Section 4.2(a)), (ii) any consolidation or merger of the Company with or into another Person, (iii) the sale, transfer or other disposition of the property, assets or business of the Company as an entirety or substantially as an entirety or (iv) any other transaction (or any other event shall occur) as a result of which holders of Common Stock become entitled to receive any other securities and/or property (including, without limitation, cash) with respect to or in exchange for the Common Stock, there shall thereafter be deliverable upon the exercise of this Warrant or any portion thereof (in lieu of or in addition to the Warrant Shares theretofore deliverable, as appropriate) the number of other securities and/or the amount of property (including, without limitation, cash) to which the holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of this Warrant or any portion thereof at the time would have been entitled upon such reorganization, reclassification, recapitalization, conversion, consolidation, merger, sale, transfer, disposition or other transaction or upon the occurrence of such other event, and at the same aggregate Exercise Price.

Prior to and as a condition of the consummation of any transaction or event described in the preceding sentence, the Company shall make and undertake lawful, adequate and equitable written adjustments, binding upon the Company and/or its successor entity, as applicable, in the application of the provisions set forth herein for the benefit of the holder of this Warrant, so that all such provisions shall thereafter be applicable, as nearly as possible, in relation to any other securities or other property thereafter deliverable upon exercise of the Warrants and so that the holder of this Warrant will (prior to exercise) enjoy all of the rights and benefits enjoyed by any Person who shall have acquired any other securities and/or property in connection with any such transaction or event, including, without limitation, any subsequent tender offer or redemption of any other securities.

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4.3. Certificates and Notices.

(a) Adjustments to Exercise Price. As promptly as practicable after the occurrence of any event requiring any adjustment under this Article 4 to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), the Company shall, at its expense, deliver to the holder of this Warrant a certificate of its chief executive officer or its chief financial officer (an “Officer’s Certificate”) setting forth in reasonable detail the events requiring the adjustment and the method by which such adjustment was calculated and specifying the adjusted Exercise Price and the number of shares of Common Stock (or Other Securities) purchasable upon exercise of this Warrant after giving effect to such adjustment.

(b) Extraordinary Events. If and whenever the Company or its successor entity, as applicable, subsequent to the date hereof shall propose to (i) pay any dividend to the holders of Common Stock or to make any other distribution to the holders of Common Stock (including, without limitation, any cash distribution), (ii) offer to the holders of Common Stock rights to subscribe for or purchase any shares of capital stock or Convertible Securities of the Company or any other rights or options, (iii) effect any reclassification of the shares of the capital stock of the Company (other than a reclassification involving merely the subdivision or combination of outstanding Common Stock referred to in Section 4.2(a)), (iv) engage in any reorganization or recapitalization or any consolidation or merger, (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which might require an adjustment to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), including, without limitation, any transaction of the kind described in Section 4.2(c), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the holder of this Warrant an Officer’s Certificate giving notice of such proposed action, specifying (A) the date on which the books of the Company shall close, or a record shall be taken, for determining the holders of shares of capital stock of the Company entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such Officer’s Certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 20 days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 20 days prior to the date upon which such action takes place and 20 days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.

(c) Effect of Failure. Failure to give any certificate or notice, or any defect in any certificate or notice required under this Section 4.4 shall not affect the legality or validity of the adjustment of the Exercise Price or the number of Warrant Shares purchasable upon exercise of this Warrant.

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5. Status of Warrant Shares.

All Common Stock (and/or Other Securities) issuable hereunder shall be duly authorized and, when issued upon exercise of this Warrant in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and not subject to preemptive rights on the part of any other Person or to any lien, charge or other security interest.

6. Certain Covenants of the Company.

6.1 No Impairment. The Company shall not by any action, including, without limitation, amending its certificate of incorporation, any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of shares of capital stock or other securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the holder hereof against impairment. Without limiting the generality of the foregoing, the Company (a) will take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable Warrant Shares, (b) will obtain and maintain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction as may be necessary to enable the Company to perform its obligations under this Warrant, and (c) will not enter into any agreement or transaction, the terms of which would have the effect of preventing the Company from honoring its obligations hereunder.

6.2 Certain Expenses. The Company shall pay all taxes (other than transfer taxes) and other governmental charges that may be imposed in respect of, the issue, sale and delivery of this Warrant and any Warrant Shares.

7. Miscellaneous

7.1. Nonwaiver. No course of dealing or any delay or failure to exercise any right, power or remedy hereunder on the part of the holder of this Warrant or of any Warrant Shares shall operate as a waiver of or otherwise prejudice such holder’s rights, powers or remedies.

7.2. Amendment. Any term, covenant, agreement or condition of this Warrant may, with the consent of the Company, be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by one or more substantially concurrent written instruments signed by the holder of this Warrant and the Company

7.3. Communications. All communications provided for herein shall be delivered, mailed or sent by facsimile transmission addressed in the manner and shall be effective as of the time specified in the Investment Agreement.

7.4. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, the holder or holders of this Warrant and, as applicable, of any Warrant Shares, to the extent provided herein, and shall be enforceable by such holder or holders.

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7.5. Governing Law. This Warrant, including the validity hereof and the rights and obligations of the Company and of the holder hereof and all amendments and supplements hereof and all waivers and consents hereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State of Ohio without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

7.6. Headings; Entire Agreement; Partial Invalidity, etc. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Warrant, together with the Investment Agreement and the other Transaction Documents (as defined in the Investment Agreement), embodies the entire agreement and understanding between the holder hereof and the Company and supersedes all prior agreements and understandings relating to the subject matter hereof. In case any provision in this Warrant shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its duly authorized officer as of the date first written above.

TRANS-INDUSTRIES, INC.

By:
Name:   Dale Coenen
Title:   President and Chief Executive Officer

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Exhibit 2.2(a)

FORM OF NOTICE OF EXERCISE

(To be executed only upon partial or full exercise of the within Warrant)

The undersigned registered holder of the within Warrant irrevocably exercises the within Warrant for and purchases Common Stock, par value $.10 per share of TRANS- INDUSTRIES, INC. and herewith makes payment therefor in the amount of $ , all at the price, in the manner and on the terms and conditions specified in the within Warrant, and requests that a certificate (or certificates in denominations of shares) for such Common Stock hereby purchased be issued in the name of and delivered to [choose one] (a) the undersigned or (b) , whose address is , and, if such Common Stock shall not include all the Warrant Shares issuable as provided in the within Warrant, that a new Warrant of like tenor for the Warrant Shares not being purchased hereunder be issued in the name of and delivered to [choose one] (a) the undersigned or (b) , whose address is .

Dated: , 20 .


		[ ]

		By:

		Name:
		Title:


NOTICE:		The signature on this Notice of Exercise must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

Exhibit 3.1

FORM OF ASSIGNMENT

(To be executed only upon the assignment of the within Warrant)

FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto , whose address is , all of the rights of the undersigned under the within Warrant, with respect to Common Stock, par value $.10 per share of TRANS INDUSTRIES, INC. and, if such Common Stock shall not include all the Warrant Shares issuable as provided in the within Warrant, that a new Warrant of like tenor for the Warrant Shares not being transferred hereunder be issued in the name of and delivered to [choose one] (a) the undersigned or (b) , whose address is , and does hereby irrevocably constitute and appoint Attorney to register such transfer on the books of TRANS-INDUSTRIES, INC. maintained for the purpose, with full power of substitution in the premises.

Dated: , 20 .


		[ ]

		By:

		Name:
		Title:


NOTICE:		The signature on this Assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

EX-4.1 4 l07216aexv4w1.htm EXHIBIT 4.1 INVESTORS RIGHT AGMT BTWN CO AND INV. Exhibit 4.1

Exhibit 4.1

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT, dated as of March , 2004, by and among (i) Trans-Industries, Inc., a Delaware Corporation (the “Company”), and (ii) the investors who are purchasing shares of Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), of the Company pursuant to a Series B Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”).

WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the parties enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and the investment by the Investors under the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1. Defined Terms.

Capitalized terms used herein, and not otherwise defined herein, will have the following meanings.

Section 1.1.1 An “Affiliate” of a specified Person means any other Person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, (a) “control” of any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise and (b) an individual will be deemed to “control” (i) such individual’s spouse, natural or adopted children or grandchildren or (ii) a trust for the benefit of any one or more of such individual, such individual’s spouse, natural or adopted children or grandchildren.

Section 1.1.2 “Agreement” means this Investor Rights Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Section 1.1.3 “Common Stock” means the Company’s common stock, par value $.10 per share.

Section 1.1.4 “Company” means Trans-Industries, Inc., a Delaware corporation, and its successors.

Section 1.1.5 “Convertible Security” means any warrant, stock option, subscription agreement, convertible debt security or other agreement or commitment, other than

a share of capital stock of the Company, pursuant to which the Company is or may become obligated to issue or sell any shares of capital stock to any Person.

Section 1.1.6 “Investors” means Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified, and his Affiliates and successors.

Section 1.1.7 “Person” or “person” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization, a government or any agency, instrumentality or political subdivision of a government.

Section 1.1.8 “Security” or “Securities” means either a share (or shares) of capital stock of the Company or a Convertible Security.

ARTICLE 2

RIGHT OF FIRST OFFER

Section 2.1 Right of First Offer.

The Company shall, prior to any issuance by the Company of any Security, offer to each Investor by written notice the right, for a period of 30 days, to purchase all of such Securities for cash at an amount equal to the price or other consideration for which such Securities are to be issued; provided, however, that the first offer rights of the Investors pursuant to this Section 2.1 shall not apply to Securities issued or issuable (A) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the Securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (B) pursuant to Convertible Securities, or other rights which are listed in Schedule I hereto as being outstanding on the date of this Agreement, (C) solely in consideration for the acquisition (whether by merger or otherwise) by the Company of all or substantially all of the stock or assets of any other entity, (D) pursuant to a firm commitment underwritten public offering, or (E) pursuant to the exercise of options to purchase Common Stock granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, under any stock option, employee benefits or similar type plan that has been approved and adopted by the Board of Directors of the Company, and if required by the terms of such plan, the stockholders of the Company. The Company’s written notice to the Investors shall describe the Securities proposed to be issued by the Company and specify the number, price and payment terms.

Section 2.2 Acceptance by Investors.

Each Investor may accept the Company’s offer as to the full number of Securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the 30 day period referred to in Section 2.1, in which event the Company shall sell and such Investor(s) shall buy, upon the terms specified, the number of Securities agreed to be purchased by such Investor(s). Notwithstanding the foregoing, if the Investors agree, in the aggregate, to purchase more than the full number of Securities offered by the Company, then, unless otherwise agreed to by all of the Investors accepting the Company’s offer, each such Investor shall first be allocated the lesser of (i) the number of Securities which such Investor

agreed to purchase and (ii) the number of Securities as is equal to the full number of Securities offered by the Company multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock held by such Investor as of the date of the Company’s notice of offer (treating such Investor, for the purpose of such calculation, as the holder of the number of shares of Common Stock which would be issuable to such Investor upon conversion, exercise or exchange of all Securities (including but not limited to the Series B Preferred Stock) held by such Investor on the date such offer is made that are then convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock) and the denominator of which shall be the aggregate number of shares of Common Stock (calculated as aforesaid) held on such date by all Investors who accepted the Company’s offer, and the balance of the Securities (if any) offered by the Company shall be allocated among the Investors accepting the Company’s offer in proportion to their relative equity ownership interests in the Company (calculated as aforesaid), provided that no Investor shall be allocated more than the number of Securities which such Investor agreed to purchase and provided further that in cases covered by this sentence all Investors shall be allocated among them the full number of Securities offered by the Company.

Section 2.3 Consummation of Issuance to Investors.

All issuances of any Securities to any Investor pursuant to this Article 2 shall be consummated at the principal executive office of the Company (or such other place as is mutually agreed upon by the parties) on the later of (i) a business day not more than 45 days after the end of the 30 day period referred to in Section 2.1, and (ii) the fifth business day following the receipt of all regulatory or third party consents and approvals, if any, applicable to such issuances, or at such other time or place as the parties to such issuances may agree.

Section 2.4 Reoffer to Investors.

The Company shall be free at any time prior to 90 days after the date of its notice of offer to the Investors pursuant to Section 2.1, to offer and sell to any third party or parties the number of such Securities not agreed by the Investors to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Investors. However, if such third party sale or sales are not consummated within such 90 day period, the Company shall not sell such Securities as shall not have been purchased within such period without again complying with this Article 2.

ARTICLE 3

COVENANTS

Section 3.1 Company Covenants.

At any time prior to the earlier of (i) five years from the date hereof and (ii) the date upon which the Investors cease to hold at least 10% of the Company’s outstanding Common Stock (treating the Investors, for the purpose of such calculation, as the holders of the number of shares of Common Stock which would be issuable to them upon conversion, exercise or exchange of all Securities (including but not limited to the Series B Preferred Stock) held by the Investors that are then convertible, exercisable or exchangeable into or for (whether directly or

indirectly) shares of Common Stock), except where the vote or written consent of the holders of a greater number of shares of the Company is required by law or by the Company’s Certificate of Incorporation, and in addition to any other vote required by law or the Company’s Certificate of Incorporation, without the approval of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, the Company will not:

Section 3.1.1 Create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the Series B Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Company, or increase the authorized amount of the Series B Preferred Stock or increase the authorized amount of any additional class or series of shares of stock unless the same ranks junior to the Series B Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Company, or create or authorize any obligation or security convertible into shares of Series B Preferred Stock or into shares of any other class or series of stock unless the same ranks junior to the Series B Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Company, whether any such creation, authorization or increase shall be by means of amendment to the Company’s Certificate of Incorporation or by merger, consolidation or otherwise;

Section 3.1.2 Consent to any liquidation, dissolution or winding up of the Company or consolidate or merge into or with any other entity or entities or sell, lease, abandon, transfer or otherwise dispose of all or substantially all its assets;

Section 3.1.3 Amend, alter or repeal the Company’s Certificate of Incorporation if the effect would be detrimental or adverse in any manner with respect to the rights of the holders of the Series B Preferred Stock;

Section 3.1.4 Purchase or set aside any sums for the purchase of any shares of stock other than the Series B Preferred Stock, except for the purchase of shares of Common Stock from former employees of the Company who acquired such shares directly from the Company, if each such purchase is made pursuant to contractual rights held by the Company relating to the termination of employment of such former employee, and except for the purchase or redemption of any shares of the Company’s Series A Preferred Stock pursuant to the terms of such shares; or

Section 3.1.5 Approve any annual budget for the Company or any deviation of more than 10% from any budget previously approved.

Section 3.2 Additional Covenants.

At any time prior to the earlier of (i) ten years from the date hereof and (ii) the date upon which the Investors cease to hold at least 10% of the Company’s outstanding Common Stock (treating the Investors, for the purpose of such calculation, as the holders of the number of shares of Common Stock which would be issuable to them upon conversion, exercise or exchange of all Securities (including but not limited to the Series B Preferred Stock) held by the Investors that are then convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock), except where the vote or written consent of the holders of

a greater number of shares of the Company is required by law or by the Company’s Certificate of Incorporation, and in addition to any other vote required by law or the Company’s Certificate of Incorporation, without the approval of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, the Company will not:

Section 3.2.1 Terminate, or appoint a new, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Company, provided, however, that the Investors agree that the Company’s Chief Executive Officer for the three (3) year period following the date of this Agreement shall be Dale Coenen, subject to his earlier death, disability, resignation or removal for cause by a majority of the Board of Directors of the Company; or

Section 3.2.2 Increase the maximum number of directors constituting the Board of Directors to a number in excess of six.

Section 3.3 Board Meetings. The Board of Directors of the Company shall meet bi-monthly at such times and places as the Board may from time to time determine. No notice of any such regular meeting need be given.

Section 3.4 Management Committee. Promptly following the date of this Agreement, the Company will constitute a management committee of the Board of Directors (the “Management Committee”). The Management Committee shall have three (3) members. The Investors shall have the right to appoint two (2) members of the Management Committee. The Management Committee shall meet bi-monthly during months the full Board of Directors does not meet. Company management shall consult with, and report to, the Management Committee as requested by the Management Committee.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Company Covenant Prior to Shareholder Approval.

Notwithstanding anything herein to the contrary, Article 2, Section 3.1 and Section 3.2.1 shall be of no force or effect unless and until the shareholders of the Company approve the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement, including this Agreement) for purposes of complying with NASD listing standards (“Shareholder Approval”). Notwithstanding anything herein to the contrary, the Company will not (i) issue any Securities as contemplated by Section 2.1, (ii) take any of the actions set forth in Sections 3.1, or (iii) terminate, or appoint a new, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Company, in each case until the earlier of (i) August , 2004, and (ii) the date on which the Company receives Shareholder Approval (and only then, in compliance with the terms and conditions of this Agreement).

Section 4.2 Duration of Agreement.

The rights and obligations of the Company and each other party or third party beneficiary under this Agreement shall terminate immediately prior to a transaction constituting

a deemed liquidation or dissolution under Section 4 of the terms of the Series B Preferred Stock as set forth in the Company’s Certificate of Incorporation.

Section 4.3 Notices.

All notices, consents and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be given or delivered as follows, or to such other address for a party as such party may specify in a written notice given to each other party in accordance with this Section:

If to the Company, to:

Trans-Industries, Inc.
2637 South Adams Road
Rochester Hills, MI 48309
Attention: Chief Executive Officer
Facsimile No.: (248) 852-1211

If to an Investor or any other stockholder of the Company, to the address specified for such Investor or stockholder in the Purchase Agreement or in the Company’s record of stockholders.

Notices so addressed and sent by registered or certified mail with first-class postage prepaid and return receipt requested, or by a national overnight air courier service, shall be deemed to have been given three business days and one business day, respectively, after the date of registration or documented acceptance by the national overnight air courier service, as the case may be, and in the case of facsimile transmission, upon confirmation of receipt of such transmission. Otherwise, notices shall be deemed to have been given when actually received.

Section 4.4 Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. Specifically, an Investor may assign any and all of its rights and obligations hereunder to any Persons to whom such Investor transfers any of its Securities.

Section 4.5 Equitable Relief.

The parties agree that it is impossible to determine the monetary damages that would accrue to the Company or any party or its personal representative by reason of the failure of any party or the Company to perform any of its obligations under this Agreement requiring the performance of an act other than the payment of money only. The Company and each party shall be entitled to enforce its rights under this Agreement specifically and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

Section 4.6 Entire Agreement.

This Agreement, the Transaction Documents (as defined in the Purchase Agreement) and the other writings referenced herein constitute the exclusive statement of the agreement of the Company and the other parties hereto concerning the subject matter hereof and supersede all other agreements, oral or written, among or between any of them concerning such subject matter. All negotiations among or between any of the Company and the other parties hereto concerning the subject matter of this Agreement are superseded by this Agreement and the Transaction Documents, including any that may have been expressed in any term sheet, letter of intent or other similar document, and there are no representations, promises, understandings or agreements, oral or written, in relation thereto among or between any of them other than those incorporated herein.

Section 4.7 Waiver and Amendment.

No waiver of any provision of this Agreement shall be effective unless made in a written instrument which specifically references this Agreement and which is duly signed by or on behalf of the party against whom such waiver is sought to be enforced. Except as expressly provided herein, the failure of the Company or any other party hereto to enforce at any time, or for any period of time, any provision of this Agreement shall not be construed as a waiver of any provision or of the right of any such Person to enforce each and every provision of this Agreement. Neither this Agreement nor any provision hereof can be modified, amended, changed, discharged or terminated except by an instrument in writing, signed by the Company and the Investors holding at least a majority of the outstanding shares of Common Stock on an as if converted basis then held by all Investors; provided, however, that any amendment that would adversely affect the rights of any party hereto, in its capacity as a stockholder of the Company, without similarly affecting the rights hereunder of all other similarly situated parties hereto, shall only be effective against such stockholder with such stockholder’s written agreement.

Section 4.8 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of law. Each party hereto irrevocably and unconditionally agrees that any action, suit or proceeding at law or in equity which in any way arises out of or relates to this Agreement (a “Litigation”) may be brought in any federal or state court of competent jurisdiction located in the State of Ohio, and all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 4.9 Severability.

invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement as to any Person. In the event that pursuant to any regulatory authority or regulation, the Company is required to make any revisions or modifications to any provision of this Agreement or any of the other related documents, the parties agree to enter into good faith negotiations and make revisions or modifications, to the extent possible, that are in compliance with such regulation or the rules of such regulatory authority, and which are designed to accomplish the purposes of such provision to be revised or modified.

Section 4.10 Headings.

The Article and Section headings contained in this Agreement are intended solely for convenience of reference and shall not be considered in interpreting this Agreement.

Section 4.11 Gender; Inclusion.

Whenever the context requires in this Agreement, the masculine gender includes the feminine or neuter and the neuter gender includes the masculine or feminine. In every place where they are used in this Agreement, the words “include” and “including” are intended and shall be construed to mean “include, without limitation” and “including, without limitation”, respectively, unless a different intent is expressly stated in the context.

Section 4.12 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, and may be executed and delivered with separate signature pages as though all parties had executed and delivered the same signature page. Any Person who subsequently becomes an Investor hereunder may execute a counterpart of this Agreement and become a party hereto and any such person shall be deemed an Investor hereunder.

Section 4.13 Time Periods.

Unless otherwise expressly stated in the context, any action required hereunder to be taken within a certain number of days shall be taken within that number of calendar days; provided, however, that if the last day for taking such action falls on a Saturday, Sunday, or a holiday observed by the Company at its principal executive office, the period during which such action may be taken shall be automatically extended to the next business day.

Section 4.14 No Inconsistent Agreements; Further Assurances.

Neither the Company nor any other party hereto shall take any action or enter into any agreement that is inconsistent with the rights of any party hereunder or otherwise conflicts with the provisions hereof. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE IMMEDIATELY FOLLOWING]

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be executed as of the date first above written.


		TRANS-INDUSTRIES, INC.

		By:

				President

IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement to be executed as of the date first above written.


		INVESTORS:

		Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified

EX-4.2 5 l07216aexv4w2.htm EXHIBIT 4.2 RIGHT OF REFUSAL BTWN CO INV STOCKHLDS Exhibit 4.2

Exhibit 4.2

RIGHT OF FIRST REFUSAL AGREEMENT

RIGHT OF FIRST REFUSAL AGREEMENT, dated as of March , 2004, by and among (i) Trans-Industries, Inc., a Delaware corporation (the “Company”), (ii) the investors who are purchasing shares of Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), of the Company pursuant to a Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), and (iii) Dale Coenen and Duncan Miller (individually, a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the parties enter into this Agreement.

ARTICLE 1

DEFINED TERMS

Section 1.1. Defined Terms.

Capitalized terms used herein, and not otherwise defined herein, will have the following meanings.

1.1.1 An “Affiliate” of a specified Person means any other Person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, (a) “control” of any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise and (b) an individual will be deemed to “control” (i) such individual’s spouse, natural or adopted children or grandchildren or (ii) a trust for the benefit of any one or more of such individual, such individual’s spouse, natural or adopted children or grandchildren.

1.1.2 “Agreement” means this Right of First Refusal Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

1.1.3 “Common Stock” means the Company’s common stock, par value $.10 per share.

1.1.4 “Company” means Trans-Industries, Inc., a Delaware corporation, and its successors.

1.1.5 “Company Option” is defined in Section 2.3.1.

1.1.6 “Exercising Investor” is defined in Section 2.2.2.

1.1.7 “Investor” means Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified, and his Affiliates and successors.

1.1.8 “Investors’ Option” has the meaning set forth in Section 2.2.1.

1.1.9 “Offered Securities” is defined in Section 2.1.

1.1.10 “Permitted Transfer” means a Transfer of any capital stock of the Company in a transaction to which Article 2 does not apply by reason of Section 2.7.

1.1.11 “Person” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization, a government or any agency, instrumentality or political subdivision of a government.

1.1.12 “Purchase Offer” means a bona fide written offer, or a series of two or more related bona fide written offers, from a Person or Persons, to purchase one or more shares of capital stock of the Company for consideration consisting solely of cash or its equivalent, evidence of indebtedness, readily marketable securities, or a combination thereof; provided, however, that a Purchase Offer shall not include any Transfer which is a Permitted Transfer under Section 2.7.

1.1.13 “Remaining Securities” is defined in Section 2.3.1.

1.1.14 “Rule 144” means Rule 144 promulgated under the Securities Act of 1933, as amended, as such Rule may be amended from time to time.

1.1.15 “Security” and “Securities” are defined in Section 2.1.

1.1.16 “Selling Stockholder” is defined in Section 2.1.

1.1.17 “Stockholder” means, at any time, (i) a Person who is now or later becomes, pursuant to the terms hereof, a party to this Agreement as a “Stockholder,” and (ii) any executor, administrator, guardian, custodian, trustee, receiver, or other legal representative of a Person described in the foregoing clause who obtains legal or beneficial ownership of any shares of capital stock of the Company or the power to transfer or vote the same in the event of such a Person’s death, disability or other incapacity.

1.1.18 To “Transfer” means to sell, give, assign, pledge, bequeath, exchange, dispose of, hypothecate, or otherwise transfer whether by testamentary disposition, survivorship arrangement or otherwise, encumber in any respect, or grant any interest in (whether voluntarily or involuntarily or by operation of law and whether with or without consideration), and specifically includes all transfers upon divorce, in bankruptcy or by way of execution, seizure, or sale by legal process.

1.1.19 “Transfer Notice” is defined in Section 2.1.

ARTICLE 2

RIGHTS OF FIRST REFUSAL

Section 2.1 In General; Transfer Notice.

2.1.1 In General; Transfer Notice. A Stockholder shall have no right to Transfer all or any part of its shares of capital stock of the Company (individually, a “Security” and collectively, the “Securities”) except pursuant to (i) a Permitted Transfer, or (ii) a Purchase Offer consummated in compliance with the provisions of this Article 2. If any Stockholder desires to Transfer any Security other than pursuant to a Permitted Transfer then such Stockholder (the “Selling Stockholder”) shall give a notice to each Investor and the Company (the “Transfer Notice”) setting forth (a) the number and type of the Securities proposed to be Transferred (the “Offered Securities”), (b) the identity of the proposed transferee (if known), (c) the price at which and the terms (including payment terms) upon which such Securities are proposed to be Transferred and a summary of the other material terms of the proposed sale, and (d) a representation by the Selling Stockholder to the effect that the Selling Stockholder either (i) has received from such proposed transferee a Purchase Offer with respect to the Offered Securities at the price and upon the terms disclosed in the Transfer Notice, (ii) intends to sell the Offered Securities pursuant to, and in compliance with, the terms and conditions of Rule 144, or (iii) intends to sell the Offered Securities in sales on the open market, and in the case of (ii) or (iii) at no less than the price per share set forth in the Transfer Notice. The giving of a Transfer Notice shall constitute an offer by the Selling Stockholder to the Investors and the Company to sell the Offered Securities to such party or parties in accordance with the terms and conditions in this Article 2, and such offer shall remain open and irrevocable for the applicable period or periods set forth in this Article 2.

2.1.2 Shareholder Approval. Notwithstanding anything herein to the contrary, the Investors will not have any rights under, and no Offered Securities will be subject to, the Investors’ Option unless and until the shareholders of the Company approve the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement, including this Agreement) for purposes of complying with NASD listing standards (“Shareholder Approval”).

2.1.3 Coenen Lockup. Notwithstanding anything herein to the contrary, Mr. Coenen will not transfer, or attempt to transfer, any Securities under a Purchase Offer under the terms of this Agreement until the earlier of (i) August , 2004, and (ii) the date on which the Company receives Shareholder Approval (and only then, in compliance with the terms and conditions of this Agreement).

Section 2.2 Option of Investors.

2.2.1 Conditions Giving Rise to Option. When the Transfer Notice is given to the Investors, the Investors shall have the right and option, but not the obligation, to purchase all or any portion of the Offered Securities (an “Investors’ Option”).

2.2.2 Exercise of Investors’ Option. Each Investor desiring to exercise the Investors’ Option (an “Exercising Investor”) shall give a notice to that effect to the Company and

the Selling Stockholder within 30 days after the Transfer Notice is first given, setting forth in such notice the number of Offered Securities which such Exercising Investor desires to purchase pursuant to such Investors’ Option. If the notices from the Exercising Investors indicate a desire to purchase, in the aggregate, more than the number of Offered Securities, then, unless the Exercising Investors unanimously agree among themselves as to a different allocation, each Exercising Investor shall purchase that number of Offered Securities (up to the number indicated in its notice of exercise) which bears the same ratio to the total number of Offered Securities as the number of shares of Common Stock then owned by such Exercising Investor on an as-converted basis bears to the total number of shares of Common Stock then owned by all Exercising Investors on an as-converted basis. The provisions of the preceding sentence shall be successively reapplied as necessary (excluding Exercising Investors who have been allocated the total number of Offered Securities which they requested in their respective notices) until all of the Offered Securities have been allocated among the Exercising Investors. If the Investors desire to purchase some but not all Offered Securities, then the Investors’ right to purchase any of such Offered Securities shall be contingent upon the exercise of the Company Option with respect to all Remaining Securities as provided in Section 2.3.

2.2.3 Consummation of Purchase. If the Exercising Investors exercise the Investors’ Option in accordance with Section 2.2.2 with respect to all of the Offered Securities, a purchase and sale agreement shall be deemed to have been created between the Exercising Investors, as purchaser, and the Selling Stockholder, as seller, providing for the purchase and sale of all such Offered Securities at the price and upon the terms (including payment terms) set forth in the Transfer Notice; provided, however, that the terms contained in Section 2.4 shall apply to any purchase and sale of Securities pursuant to the Investors’ Option and shall supersede any inconsistent terms contained in any Transfer Notice. Such purchase and sale shall be consummated at the principal executive office of the Company not later than 60 days after the Transfer Notice is first given, or at such other place or time as the Company and Exercising Investors holding in the aggregate shares representing a majority of all Common Stock then held by all Exercising Investors on an as-converted basis may agree. If such purchase and sale transaction is not consummated within such period, such Offered Securities shall nevertheless remain subject to the provisions of this Agreement and the continuing obligation of such parties to consummate such transaction until it is consummated, and may not otherwise be Transferred.

Section 2.3 Company Option

2.3.1 Conditions Giving Rise to Company Option. If, with respect to any proposed Transfer of Securities which gives rise to an Investors’ Option, the Exercising Investors do not exercise the Investors’ Option in accordance with Section 2.2.2 with respect to all Offered Securities, the Company shall have the right and option, but not the obligation, to purchase in the aggregate all, but not fewer than all, of the Offered Securities which the Exercising Investors shall not so have elected to purchase (the “Remaining Securities”), at the price and upon the terms (including payment terms) set forth in the Transfer Notice (the “Company Option”); provided, however, that the terms contained in Section 2.4 shall apply to any purchase and sale of Securities pursuant to the Company Option and shall supersede any inconsistent terms contained in any Transfer Notice.

2.3.2 Exercise of Company Option. If the Company desires to exercise the Company Option, it shall give a notice to that effect to each Exercising Investor and the Selling Stockholder within 60 days after the Transfer Notice is first given, setting forth in such notice the number of Offered Securities which Company desires to purchase pursuant to the Company Option.

2.3.3 Consummation of Purchase. If, within the respective time periods set forth in Sections 2.2.2 and 2.3.2, the Company and/or one or more Exercising Investors individually or collectively give notice of a desire to purchase all, but not fewer than all, of the Offered Securities, then a purchase and sale agreement shall be deemed to have been created among the Company and/or such Exercising Investors, as the case may be, as purchasers, and the Selling Stockholder, as seller, providing for the purchase and sale of the Offered Securities at the price and upon the terms (including payment terms) set forth in the Transfer Notice; provided, however, that the terms contained in Section 2.4 shall apply to any purchase and sale of Securities pursuant to the Company Option or the Investors’ Option and shall supersede any inconsistent terms contained in any Transfer Notice. Each such purchase and sale shall be consummated at the principal executive office of the Company on the later of (a) a mutually satisfactory business day not later than 90 days after the Transfer Notice is first given or (b) the fifth business day following the receipt of all required regulatory approvals, if any applicable to such transaction, or at such other place or time as the purchaser(s) holding in the aggregate shares representing a majority of all Common Stock then held by all such purchasers on an as-converted basis and the Selling Stockholder may agree. If any such purchase and sale transaction is not consummated within such period, such Offered Securities shall nevertheless remain subject to the provisions of this Agreement and the continuing obligation of the parties thereto to consummate such transaction until it is consummated, and may not otherwise be Transferred.

Section 2.4 Exception for Certain Transfers of Securities.

Notwithstanding anything herein to the contrary, the time periods for the Investors to exercise the Investors’ Option and the time period for the Company to exercise the Company Option shall be five (5) days and ten (10) days, respectively, after the Transfer Notice is first given in connection with the Transfer by a Stockholder of any Securities under a Purchase Offer, for up to 25,000 shares of the Company’s Common Stock during each calendar quarter, provided that any such Transfer shall be pursuant to, and in compliance with, the terms and conditions of Rule 144 at no less than the price per share set forth in the Transfer Notice

Section 2.5 Deliveries.

Any Person transferring any Securities pursuant to this Article 2 to the Company or any Exercising Investor shall do so by delivering to such transferee (i) all certificates or other instruments representing the Securities to be transferred, which shall be duly endorsed (or accompanied by an irrevocable stock power or other instrument of assignment and transfer, duly executed) and otherwise in proper form for Transfer, and (ii) the transferor’s written representations and warranties to such transferee, which shall survive the consummation of such Transfer and continue to be binding thereafter, to the effect that such Transfer is not wrongful in any respect as against any Person and that such transferor owns such Securities free and clear of

any and all liens, claims, charges, encumbrances or other restrictions of any nature, other than any restrictions arising under this Agreement, or under the Company’s Certificate of Incorporation.

Section 2.6 Transfer Upon Lapse or Waiver of Options.

2.6.1 If the Company Option and the Investors’ Option are not exercised in accordance with the provisions of this Article 2 with respect to all of the Offered Securities, then at the expiration of the period or periods provided for such exercise(s) herein (or at such earlier time as the Company and all Investors may notify the Selling Stockholder that it or they do not intend, in the aggregate, to purchase all of the Offered Securities), the Selling Stockholder shall be entitled for a period of 30 days (but not thereafter without first having again complied with the provisions of this Article 2) to Transfer the Offered Securities, but only to the proposed transferee identified in the Transfer Notice (if known), and only at a price not less than the purchase price, and upon terms not more favorable to such transferee, in the aggregate, than the price and terms set forth in the Transfer Notice. Upon any transfer of any of the Offered Securities pursuant to this Section 2.5, the Offered Securities so transferred shall cease to be subject to the terms of this Agreement.

2.6.2 Notwithstanding anything contained herein to the contrary, if the Purchase Offer is proposed to be made pursuant to an underwritten public offering, and if the Company Option and the Investors’ Option are not exercised in accordance with the provisions of this Article 2 with respect to all of the Offered Securities, then: (A) the period of time during which the Selling Stockholder is entitled to Transfer the Offered Securities pursuant to Section 2.6.1 shall be 60 days; (B) the Company shall select, subject to the reasonable approval of the Investors, the underwriter for such public offering; and (C) no shareholder or affiliated group of shareholders acquiring Offered Securities in such underwritten public offering will, as a result of such acquisition, own beneficially greater than 2% of the total number of shares of Common Stock of the Company outstanding upon the consummation of such public offering; and, such underwriter shall so certify to the Company immediately prior to the closing of such public offering.

Section 2.7 Certain Transfers Not Subject to Rights of First Refusal.

Any other provision of this Agreement notwithstanding, the provisions of Article 2 shall not apply to any Transfer of Securities by any Stockholder to:

(a) a Person who immediately after such Transfer is an Affiliate of such transferring Stockholder;

(b) in the case of a transferring Stockholder who is a natural person, to such Stockholder’s spouse, natural or adopted children or grandchildren or a trust for the exclusive benefit of any one or more of such Stockholder, such Stockholder’s spouse, natural or adopted children or grandchildren, or by any such trust to any of such beneficiaries thereof;

(d) in the case of a transferring Stockholder which is not a natural person, to any Person designated by the transferring Stockholder if such Stockholder’s continued ownership of such Securities would be unlawful because of any legal requirement applicable to such Stockholder; or

(e) in the case of a transferring Stockholder which is an investment fund or other institutional investor, to a Person purchasing a beneficial interest solely in the economic rights pertaining to such Securities;

provided, however, that in the case of any Transfer described above, the transferee of such Securities, if not already a party to this Agreement and bound as a “Stockholder” hereunder, shall have become a party to this Agreement and bound as a “Stockholder” hereunder by executing and delivering to the Company a counterpart signature page hereof.

ARTICLE 3

MISCELLANEOUS

Section 3.1 Consequence of Transfer.

Upon any Transfer of any Securities pursuant to Section 2.6, the Securities so transferred and the transferee thereof shall be bound by and subject to all of the provisions, restrictions and obligations set forth in this Agreement. As a condition precedent to the effectiveness of such Transfer and the issuance of any certificate or other instrument representing such transferred Securities, such transferee shall agree to become bound by this Agreement as a “Stockholder” hereunder by executing and delivering to the Company a counterpart hereof. Any new certificate or other instrument evidencing such Securities issued to such transferee shall bear the following legends or legends substantially similar thereto until such time as the Securities are no longer subject to the provisions hereof.

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO AND ARE TRANSFERABLE ONLY AFTER COMPLIANCE WITH THE PROVISIONS OF A RIGHT OF FIRST REFUSAL AGREEMENT AMONG THE COMPANY, AND THE “STOCKHOLDERS” AND “INVESTORS” (AS DEFINED THEREIN) PARTY THERETO, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME (THE “ROFR AGREEMENT”). THE COMPANY WILL MAIL A COPY OF THE ROFR AGREEMENT TO A STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST.

Section 3.2 Duration of Agreement.

The rights and obligations of the Company, each Stockholder and Investor under this Agreement shall terminate on the earliest to occur of the following: (a) immediately upon the date the Investors cease to hold at least 10% of the Company’s outstanding Common Stock (treating the Investors, for the purpose of such calculation, as the holders of the number of shares of Common Stock which would be issuable to them upon conversion, exercise or exchange of all Securities (including but not limited to the Series B Preferred Stock) held by the Investors that

are then convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock), or (b) immediately prior to a transaction constituting a deemed liquidation or dissolution of the Company under Section 4 of the terms of the Series B Preferred Stock as set forth in the Company’s Certificate of Incorporation.

Section 3.3 Notices.

If to the Company, to:

Trans-Industries, Inc.
2637 South Adams Road
Rochester Hills, MI 48309
Attention: Chief Executive Officer
Facsimile No.: (248) 852-1211

If to a Stockholder or an Investor, to such Stockholder or Investor at the address specified for such Stockholder or Investor in the Purchase Agreement or in the Company’s record of stockholders.

Section 3.4 Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives, but only to the extent provided herein, provided, however, than an Investor may assign any and all of its rights and obligations hereunder to any Persons to whom such Investor Transfers any of its Securities.

Section 3.5 Equitable Relief.

The parties agree that it is impossible to determine the monetary damages which would accrue to the Company or any party or its personal representative by reason of the failure of any party or the Company to perform any of its obligations under this Agreement requiring the performance of an act other than the payment of money only. The Company and each party shall be entitled to enforce its rights under this Agreement specifically and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific

performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. In the event of a breach or threatened breach by a party of any of the provisions of this Agreement, the other parties hereto shall be entitled to an injunction restraining such party from any such breach. The availability of such remedies shall not prohibit such other parties from pursuing any other remedies for such breach or threatened breach, including the recovery of damages from such breaching party.

Section 3.6 Entire Agreement.

Section 3.7 Waiver and Amendment.

No waiver of any provision of this Agreement shall be effective unless made in a written instrument which specifically references this Agreement and which is duly signed by or on behalf of the party against whom such waiver is sought to be enforced. Except as expressly provided herein, the failure of the Company or any other party hereto to enforce at any time, or for any period of time, any provision of this Agreement shall not be construed as a waiver of any provision or of the right of any such Person to enforce each and every provision of this Agreement. Neither this Agreement nor any provision hereof can be modified, amended, changed, discharged or terminated except by an instrument in writing, signed by the Stockholders of at least a majority of the shares of capital stock then subject to this Agreement held by such Stockholders, based upon voting power and calculated on an as-if-converted basis, together with the consent of the Investors holding at least a majority of the outstanding shares of Common Stock then held by all Investors on an as-converted-basis.

Section 3.8 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of law. Each party hereto irrevocably and unconditionally agrees that any action, suit or proceeding at law or in equity which in any way arises out of or relates to this Agreement (a “Litigation”) may be brought in the any state or federal court of competent jurisdiction located in the State of Ohio, and all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 3.9 Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid and enforceable as against all parties hereto, but if any provision of this Agreement is held to be invalid or unenforceable in any respect or as to any Person, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement as to any Person. In the event that pursuant to any regulatory authority or regulation, the Company is required to make any revisions or modifications to any provision of this Agreement or any of the other related documents, the parties agree to enter into good faith negotiations and make revisions or modifications, to the extent possible, that are in compliance with such regulation or the rules of such regulatory authority, and which are designed to accomplish the purposes of such provision to be revised or modified.

Section 3.10 Headings.

The Article and Section headings contained in this Agreement are intended solely for convenience of reference and shall not be considered in interpreting this Agreement.

Section 3.11 Gender; Inclusion.

Section 3.12 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, and may be executed and delivered with separate signature pages as though all parties had executed and delivered the same signature page. Any Person to whom Securities are Transferred pursuant to the terms of Section 2.6 hereof may execute a counterpart of this Agreement and become a party hereto and any such person shall be deemed a Stockholder hereunder.

Section 3.13 Time Periods.

Section 3.14 No Inconsistent Agreements; Further Assurances.

Neither the Company nor any other party hereto shall take any action or enter into any agreement which is inconsistent with the rights of any party hereunder or otherwise conflicts with the provisions hereof. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

Section 3.15 Additional Securities.

In the event of any issuance of any voting Securities hereafter to any Stockholder (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Securities shall become subject to this Agreement and shall be endorsed with the legend set forth herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE IMMEDIATELY FOLLOWING]

IN WITNESS WHEREOF, the parties hereto have caused this Right of First Refusal Agreement to be executed as of the date first above written.


		COMPANY

		TRANS-INDUSTRIES, INC.

		By:

		Its:

IN WITNESS WHEREOF, the parties hereto have caused this Right of First Refusal Agreement to be executed as of the date first above written.


		INVESTORS

		Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified

IN WITNESS WHEREOF, the parties hereto have caused this Right of First Refusal Agreement to be executed as of the date first above written.


		STOCKHOLDERS

		Dale Coenen

		Duncan Miller

EX-4.3 6 l07216aexv4w3.htm EXHIBIT 4.3 VOTING AGMT BTWN THE CO INVSTRS, STCK Exhibit 4.3

Exhibit 4.3

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into at Cleveland, Ohio, on this 10th day of December, 2003, by and between Duncan Miller, an individual (“Seller”), and Clark-Reliance Corporation, a Delaware corporation (“Purchaser”).

BACKGROUND:

A. Seller is the beneficial owner of shares of Common Stock, par value $0.10 per share, of Trans-Industries, Inc., a Delaware corporation (the “Company”).

B. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, all of such shares upon and subject to the terms and conditions contained in this Agreement.

Now, therefore, in consideration of their mutual covenants and agreements contained in this Agreement, Purchaser and Seller hereby agree as follows:

1. Purchase and Sale of Shares. Subject to the terms and conditions contained in this Agreement, at the Closing (as hereinafter defined), Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, free and clear of any liens, claims, encumbrances or restrictions of any nature whatsoever, Seller’s entire right, title and interest in and to each and every share of Common Stock, $0.10 par value, of the Company which is owned beneficially or of record by Seller as of the commencement of business on the date of this Agreement (each, a “Share,” and collectively, the “Shares”).

2. Purchase Price. The purchase price of each Share hereunder shall be Two Dollars and Fifty Cents ($2.50). The aggregate purchase price for all of the Shares hereunder (the “Purchase Price”) shall be an amount equal to $2.50 multiplied by the total number of Shares.

3. Escrow. Purchaser shall select a national banking association or trust company, reasonably acceptable to Seller, to serve as escrow agent under this Agreement (the “Escrow Agent”). Within 10 days after the date of this Agreement, Purchaser and Seller shall negotiate, execute and deliver a written agreement with the Escrow Agent (the “Escrow Agreement”) pursuant to which the Escrow Agent shall accept, hold and disburse the Purchase Price and the Shares in accordance with the terms and conditions of this Agreement and such additional, reasonable and customary terms and conditions of escrow, not inconsistent with this Agreement, as shall be mutually acceptable to Purchaser, Seller and the Escrow Agent and set forth in the Escrow Agreement. Promptly upon the execution and delivery of the Escrow Agreement by Purchaser, Seller and the Escrow Agent on the date thereof, (i) Seller shall deliver to the Escrow Agent, to be deposited with and held by the Escrow Agent in accordance therewith and herewith, the certificate or certificates representing all of the Shares (collectively, the “Certificates”), each duly endorsed by Seller in blank, or accompanied by one or more stock powers in a form acceptable to Purchaser and executed by Seller in blank (collectively, the “Assignment Instruments”), with all signatures guaranteed and otherwise in proper form for transfer of the Shares to Purchaser or upon Purchaser’s order, and (ii) Purchaser shall deliver to the Escrow Agent, to be deposited with and held by the Escrow Agent in accordance therewith and herewith,

-1-

an amount equal to the Purchase Price. Unless and until title to the Shares is transferred to Purchaser at the Closing, Seller shall retain ownership of the Shares and all incidents thereof, including the right to vote the Shares and the right to receive any and all dividends or distributions that may be paid upon the Shares prior to the Closing. If the Closing occurs, any interest or other earnings on the Purchase Price which accrue thereon prior to the Closing while the same is held by the Escrow Agent shall be paid to Seller, and if the Closing does not occur, any interest or other earnings which accrue thereon prior to the Closing while the same is held by the Escrow Agent shall be paid to Purchaser. The fees and expenses of the Escrow Agent for its services pursuant to the Escrow Agreement shall be borne and paid equally by Purchaser and Seller.

4. Closing. The consummation of the purchase and sale of the Shares hereunder and the other transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Calfee, Halter & Griswold LLP, counsel to Purchaser, at 800 Superior Avenue, Suite 1400, Cleveland, Ohio 44114, or at such other place as to which Purchaser and Seller may agree in writing, at 10:00 a.m., Eastern Standard Time, on the third business day following the satisfaction of all of the conditions precedent set forth in Section 5, or on such other date as to which Purchaser and Seller may agree in writing (the “Closing Date”). Subject to the satisfaction or waiver by Purchaser of the conditions precedent set forth in Section 5, at the Closing, Purchaser, Seller and the Escrow Agent shall effect the transfers and deliveries described below in this Section 4.

(a) Deliveries by Escrow Agent on Behalf of Seller. At the Closing, the Escrow Agent, on behalf of Seller, shall deliver to Purchaser all of the Certificates and all Assignment Instruments, each in proper form for transfer to Purchaser or Purchaser’s designee or designees of all of the Shares in accordance with this Agreement.

(b) Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser and the Escrow Agent the certificate described in Section 5(a)(viii), duly executed by Seller.

(c) Deliveries by Escrow Agent on Behalf of Purchaser. At the Closing, the Escrow Agent, on behalf of Purchaser, shall pay and deliver to Seller the Purchase Price, and all interest or other earnings accrued thereon while the same is held in escrow, by means of a wire-transfer of immediately available funds to an account which Seller shall designate to the Escrow Agent in writing at least two business days prior to the Closing Date.

5. Conditions Precedent.

(a) Conditions to Purchaser’s Obligations. Any other provision of this Agreement notwithstanding, the obligation of Purchaser to purchase the Shares and otherwise to perform this Agreement at the Closing shall be subject to the satisfaction, at or before the Closing, of all of the following conditions precedent described below in this Section 5(a):

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authority or any other person not a party to this Agreement in order for the Closing to occur in accordance with the terms of this Agreement shall have been duly made or obtained, and Seller shall have delivered to Purchaser evidence thereof satisfactory to Purchaser.

(ii) No Actions. There shall be no suit, action, investigation or proceeding pending or proposed to be commenced by or before any court, agency or other governmental authority of any jurisdiction by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing in whole or in part.

(iii) Preferred Stock Investment. Not later than January 30, 2004, Mr. Harry E. Figgie, Jr. or his spouse or issue, or one or more other persons directly or indirectly controlled by Mr. Figgie or his spouse or issue (collectively, together with Mr. Figgie, the “Figgie Affiliates”), shall have consummated the purchase from the Company of shares of a series of convertible preferred stock of the Company to be authorized after the date of this Agreement (the “New Preferred Stock”) for an aggregate purchase price of not less than $2,000,000 (the “Preferred Stock Purchase”).

(iv) Approval of Company’s Board. This Agreement and the acquisition of the Shares by the Purchaser or the Purchaser’s designee or designees hereunder, and the Preferred Stock Purchase and the agreement or agreements pursuant to which the Figgie Affiliates purchase the New Preferred Stock from the Company, shall have been duly approved by the board of directors of the Company in accordance with, and expressly for purposes of, Section 203(a)(1) of the General Corporation Law of the State of Delaware, and Seller shall have delivered to Purchaser a certificate of the secretary of the Company, in a form satisfactory to Purchaser, to the effect that such approvals have occurred and remain in full force and effect.

(v) Escrow Agreement. Purchaser shall have received the Escrow Agreement, duly executed by Seller and the Escrow Agent, and the Escrow Agent shall have received the Certificates and Assignment Instruments in accordance with Section 3.

(vi) Closing Deliveries. Purchaser shall have received the Certificates and Assignment Instruments in accordance with Section 4(a), and each other document, instrument or agreement required by this Agreement to be delivered to Purchaser at or before the Closing.

(vii) Representations, Warranties and Covenants of Seller. All of the representations and warranties of Seller set forth in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all respects at and as of the Closing as though made by Seller at the Closing, and Seller shall have performed all of the obligations required by this Agreement to have been performed at or before the Closing by Seller.

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(viii) Closing Certificate. Seller shall have delivered to Purchaser and the Escrow Agent a certificate in a form satisfactory to Purchaser, duly executed by Seller, to the effect that the conditions set forth in Section 5(a)(vii) are satisfied.

(b) Conditions to Seller’s Obligations. Any other provision of this Agreement notwithstanding, the obligation of Seller to sell the Shares and otherwise to perform this Agreement at the Closing shall be subject to the satisfaction, at or before the Closing, of all of the following conditions precedent described below in this Section 5(b):

(i) Authorizations, Etc. This Agreement shall have been duly approved by the board of directors of Purchaser. In addition, any and all filings, authorizations, approvals or consents which may be required to be made by Purchaser with, or obtained by Purchaser from, any governmental agency or authority or any other person not a party to this Agreement in order for the Closing to occur in accordance with the terms of this Agreement shall have been duly made or obtained, and Purchaser shall have delivered to Seller evidence thereof satisfactory to Seller.

(iii) Preferred Stock Investment. Not later than January 30, 2004, one or more of the Figgie Affiliates shall have consummated the Preferred Stock Purchase.

(v) Escrow Agreement. Seller shall have received the Escrow Agreement, duly executed by Purchaser and the Escrow Agent, and the Escrow Agent shall have received the Purchase Price in accordance with Section 3.

(vi) Closing Deliveries. Seller shall have received the Purchase Price in accordance with Section 4(c).

6. Satisfaction of Closing Conditions. Subject to the terms and conditions of this Agreement, Seller and Purchaser will each use commercially reasonable efforts to bring about the satisfaction of the conditions set forth in Section 5 and cause the consummation of the transactions contemplated by this Agreement; provided, however, that no party shall be obligated to waive any condition or right of such party arising under this Agreement or otherwise; and provided, further, that none of the Figgie Affiliates nor Purchaser shall be obligated to consummate or continue to negotiate toward the consummation of the Preferred Stock Purchase.

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7. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as set forth below in this Section 7. Such representations and warranties shall survive the Closing and continue to be binding upon Seller and his successors and assigns thereafter.

(a) Authority and Capacity. Seller possesses all requisite legal right, power, authority and capacity to execute, deliver and perform this Agreement and sell the Shares pursuant to this Agreement.

(b) Number of Shares. The total number of shares of Common Stock, $0.10 par value, of the Company owned either beneficially or of record by Seller as of the commencement of business on the date of this Agreement is not less than 495,938 and is not greater than 515,000.

(c) Ownership of Shares. Seller owns all of the Shares free and clear of all liens, charges, encumbrances, restrictions or adverse claims of any nature whatsoever (collectively, “Liens”), and upon delivery of the Certificates and Assignment Instruments to Purchaser at the Closing, Purchaser or Purchaser’s designee or designees, as the case may be, will acquire good and marketable title to all of the Shares free and clear of any and all Liens.

(d) Execution, Delivery and Enforceability. This Agreement has been, and the Escrow Agreement and each other document, instrument or agreement to be executed and delivered by Seller in connection herewith will upon such delivery be, duly executed and delivered by Seller and constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Seller, enforceable in accordance with its terms.

(e) No Conflicts. Seller is not required to submit any notice, report or other filing with any governmental authority in connection with Seller’s execution, delivery or performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith. Seller’s execution, delivery and performance of this Agreement and the Escrow Agreement will not violate any federal, state, local or foreign law, statute, ordinance, rule, regulation, order or common law by which Seller is bound or any agreement to which Seller is a party, and, to the knowledge of Seller, no consent, approval or authorization of any governmental authority or any other person is required to be obtained by Seller in connection with Seller’s execution, delivery and performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith.

(f) No Brokerage. No Person is or will become entitled, by reason of any agreement or arrangement entered into or made by or on behalf of Seller, to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement.

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8. Termination. This Agreement may be terminated:

(a) by mutual written agreement of Purchaser and Seller at any time, in which event a copy of such written instrument shall be promptly delivered to the Escrow Agent; or

(b) by either Purchaser or Seller, upon delivery of written notice of such termination to the other party and to the Escrow Agent, if the Closing shall not have occurred (other than because of a failure by the party seeking to terminate this Agreement to comply with such party’s obligations pursuant to this Agreement) on or before January 30, 2004, or such other date as Seller and Purchaser may agree in writing.

If this Agreement is terminated pursuant to the foregoing clause 8(a), then all provisions of this Agreement except Sections 10, 11 and 12 shall thereupon become void without any liability on the part of either party hereto to the other party hereto. If this Agreement is terminated other than pursuant to the foregoing clause 8(a), such termination will not affect any right or remedy which accrued hereunder or under any applicable law prior to or on account of such termination, and the provisions of this Agreement shall survive such termination to the extent required so that the terminating party may enforce all rights and remedies available to such party hereunder or under applicable law in respect of such termination and so that any party responsible for any breach or nonperformance of his or its obligations hereunder prior to termination shall remain liable for the consequences thereof. Upon any termination of this Agreement prior to the Closing, the Escrow Agent shall forthwith deliver all Certificates and Assignment Instruments to Seller, and the Purchase Price and all interest or other earnings thereon to Purchaser.

9. Further Assurances. On or after the Closing Date, upon request by Purchaser and without additional consideration, Seller will promptly execute, deliver and acknowledge any and all such additional documents and instruments, and at Purchaser’s expense will promptly do and perform all such additional acts and things, in addition to those expressly provided for herein, that may be reasonably necessary or appropriate to effect or give evidence to the provisions of this Agreement and the consummation of the transactions contemplated hereby.

10. Expenses. Purchaser shall pay all fees and expenses incident to the transactions contemplated by this Agreement which are incurred by Purchaser or its representatives, and Seller shall pay all fees and expenses incident to the transactions contemplated by this Agreement which are incurred by Seller or his representatives.

11. Confidentiality. Unless and until the Closing occurs, Purchaser and Seller shall at all times hold the fact of the existence of this Agreement and the Escrow Agreement and the terms hereof and thereof in strict confidence and will not directly or indirectly disclose either such agreement or its terms to any person, except only (a) disclosure to the Escrow Agent, to the Company, or to such party’s legal counsel, accountants or financial advisors having a need to know such information for purposes consistent herewith, provided that any such recipient shall be informed of the requirements of this Section 11 and agree for the benefit of the parties hereto to treat such information in accordance herewith as though such recipient were a party hereto, (b) such disclosure as may, in the opinion of counsel to such party, be required by applicable law or regulation or valid legal process, or (c) disclosure in any action brought in a court of law to

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enforce, interpret or declare the rights or obligations of any person under this Agreement or the Escrow Agreement. In the event any party is sought to be compelled by law, regulation or legal process to disclose this Agreement or the Escrow Agreement or the terms hereof or thereof, such party shall notify each other party hereto promptly and as far in advance of such potential disclosure as possible, and shall cooperate with each other party hereto in any lawful efforts which such other party may make to prevent or limit such disclosure or obtain an appropriate protective order concerning such disclosure.

12. Miscellaneous Provisions.

(a) Notices. All notices, demands, consents or other communications that are given or made hereunder shall be in writing and shall be given or made to a party hereto by physical delivery, by registered or certified U.S. mail with first-class postage prepaid and return receipt requested, or by Federal Express or another nationally recognized overnight courier service, to such party at his or its address set forth below, or such other address as shall have been specified by like notice by such party:


		If to Seller, to:		Duncan Miller 2637 South Adams Road Rochester Hills, Michigan 48309

		If to Purchaser, to:		Clark-Reliance Corporation Attention: Harry E. Figgie, Jr., Chairman 16633 Foltz Industrial Parkway Strongsville, Ohio 44149

Each such notice, demand, consent or other communication so addressed shall be effective upon receipt in the case of physical delivery or delivery by overnight courier, and shall be deemed effective three business days after deposit in the U.S. mails in the case of mailing, or upon actual receipt, if earlier.

(b) Counterparts; Signature Pages. This Agreement may be executed and delivered in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by facsimile and with separate signatures pages with the same effect as though all parties had executed and delivered the same original signature page.

(c) Entire Agreement. This Agreement constitutes the exclusive statement of the agreement between the parties concerning the subject matter hereof, and supersedes all other agreements, oral or written, between the parties concerning such subject matter. All negotiations among the parties hereto are superseded by this Agreement, and there are no representations, warranties, promises, understandings or agreements, oral or written, in relation to the subject matter hereof between the parties other than those expressly set forth herein.

(d) Amendments; Waivers. No amendment or modification of this Agreement or any provision hereof, including the provisions of this sentence, will be effective or enforceable as against a party hereto unless made in a written instrument which specifically references this

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Agreement and which is signed by the party against whom enforcement of such amendment or modification is sought.

(e) Binding Effect. This Agreement, when executed and delivered by both parties hereto, will be binding upon and will inure to the benefit of each of the parties and their respective successors, legal representatives and assigns.

(f) Third Parties. No provision of this Agreement is intended or may be construed to confer on any person, other than the parties hereto and their respective successors and assigns, any rights hereunder.

(g) Interpretation. In each place where it is used in this Agreement, the word “including” is intended and shall be construed to mean “including but not limited to”. The section and paragraph headings in this Agreement are intended only for convenience of reference and shall be disregarded in interpreting the provisions of this Agreement. Whenever the context requires in this Agreement, the masculine gender includes the feminine or neuter, the neuter gender includes the masculine or feminine, the singular number includes the plural, and the plural number includes the singular.

(h) Governing Law. This Agreement and the rights and obligations of the parties hereunder will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be performed entirely within Ohio and without regard to the conflicts-of-laws provisions thereof.

IN WITNESS WHEREOF, and intending to be legally bound, Purchaser and Seller have executed and delivered this Agreement as of the date first written above.


		DUNCAN MILLER(“Seller”)

		CLARK-RELIANCE CORPORATION
				(“Purchaser”)

		By:
				Harry E. Figgie, Jr., Chairman

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AMENDMENT NO. 1

SHARE PURCHASE AGREEMENT

Amendment No. 1, dated as of the day of January, 2004 (the “Amendment”), to the Share Purchase Agreement, dated the 10th day of December, 2003 (the “Original Agreement”), by and between Duncan Miller, an individual (“Seller”), and Clark-Reliance Corporation, a Delaware corporation (“Purchaser”).

BACKGROUND:

A. Seller and Purchaser mutually desire to amend certain provisions of the Original Agreement on the terms and conditions contained herein.

B. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Original Agreement.

Now, therefore, in consideration of their mutual covenants and agreements contained in this Amendment, Purchaser and Seller hereby agree as follows:

1. Amendments.

(a) The reference to “January 30, 2004” in Section 5(a)(iii) of the Original Agreement is hereby deleted and replaced in its entirety with “March 31, 2004”.

(b) The reference to “January 30, 2004” in Section 5(b)(iii) of the Original Agreement is hereby deleted and replaced in its entirety with “March 31, 2004”.

(c) The reference to “January 30, 2004” in Section 8(b) of the Original Agreement is hereby deleted and replaced in its entirety with “March 31, 2004”.

2. Miscellaneous Provisions.

(a) Effect of Amendment. Except as specifically provided in Section 1 hereof, the Original Agreement is hereby ratified, confirmed and approved in all respects.

(b) Counterparts; Signature Pages. This Amendment may be executed and delivered in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Amendment may be executed and delivered by facsimile and with separate signatures pages with the same effect as though all parties had executed and delivered the same original signature page.

(c) Governing Law. This Amendment and the rights and obligations of the parties hereunder will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be performed entirely within Ohio and without regard to the conflicts-of-laws provisions thereof.

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IN WITNESS WHEREOF, and intending to be legally bound, Purchaser and Seller have executed and delivered this Amendment as of the date first written above.


		DUNCAN MILLER (“Seller”)

		CLARK-RELIANCE CORPORATION
				(“Purchaser”)

		By:
				Harry E. Figgie, Jr., Chairman

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AMENDMENT NO. 2

SHARE PURCHASE AGREEMENT

Amendment No. 2, dated as of the day of February, 2004 (the “Amendment”), to the Share Purchase Agreement, dated the 10th day of December, 2003, as previously amended by Amendment No. 1 dated January 30, 2004 (as so amended, the “Original Agreement”), by and between Duncan Miller, an individual (“Seller”), and Clark-Reliance Corporation, a Delaware corporation (“Purchaser”).

BACKGROUND:

A. Seller and Purchaser mutually desire to further amend certain provisions of the Original Agreement on the terms and conditions contained herein.

B. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Original Agreement.

Now, therefore, in consideration of their mutual covenants and agreements contained in this Amendment, Purchaser and Seller hereby agree as follows:

1. Amendments.

(a) Section 5(a)(iii) of the Original Agreement is hereby deleted and replaced in its entirety with:

“(iii) Preferred Stock Investment. Not later than February 1, 2005, Mr. Harry E. Figgie, Jr. or his spouse or issue, or one or more other persons directly or indirectly controlled by Mr. Figgie or his spouse or issue (collectively, together with Mr. Figgie, the “Figgie Affiliates”), shall have: (A) consummated the purchase from the Company of shares of a new series of convertible preferred stock of the Company (the “New Preferred Stock”) for an aggregate purchase price of not less than $1,500,000 (the “Preferred Stock Purchase”); and (B) exercised the option granted at the time of the Preferred Stock Purchase to purchase from the Company shares of New Preferred Stock for an aggregate purchase price of not less than $500,000 (the “Preferred Stock Purchase Option”).

(b) Section 5(a)(iv) of the Original Agreement is hereby deleted and replaced in its entirety with:

“(iv) Approval of Company’s Board and Shareholders. This Agreement and the acquisition of the Shares by the Purchaser or the Purchaser’s designee or designees hereunder, and the Preferred Stock Purchase, the Preferred Stock Purchase Option, and the agreement or agreements pursuant to which the Figgie Affiliates purchase the New Preferred Stock from the Company, shall have been duly approved: (A) by the board of directors of the Company in accordance with, and expressly for purposes of, Section 203(a)(1) of the General Corporation Law of the State of Delaware; and (B) by the

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shareholders of the Company so as to comply with NASD listing standards applicable to the Company, and Seller shall have delivered to Purchaser a certificate of the secretary of the Company, in a form satisfactory to Purchaser, to the effect that such approvals have occurred and remain in full force and effect.”

(c) The reference to “March 31, 2004” in Section 5(b)(iii) of the Original Agreement is hereby deleted and replaced in its entirety with “February 1, 2005”.

(d) Section 5(b)(iv) of the Original Agreement is hereby deleted and replaced in its entirety with:

“(v) Approval of Company’s Board and Shareholders. This Agreement and the acquisition of the Shares by the Purchaser or the Purchaser’s designee or designees hereunder, and the Preferred Stock Purchase, the Preferred Stock Purchase Option, and the agreement or agreements pursuant to which the Figgie Affiliates purchase the New Preferred Stock from the Company, shall have been duly approved: (A) by the board of directors of the Company in accordance with, and expressly for purposes of, Section 203(a)(1) of the General Corporation Law of the State of Delaware; and (B) by the shareholders of the Company so as to comply with NASD listing standards applicable to the Company.”

(e) The reference to “March 31, 2004” in Section 8(b) of the Original Agreement is hereby deleted and replaced in its entirety with “February 1, 2005”.

2. Miscellaneous Provisions.

(a) Effect of Amendment. Except as specifically provided in Section 1 hereof, the Original Agreement is hereby ratified, confirmed and approved in all respects.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE IMMEDIATELY FOLLOWING]

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IN WITNESS WHEREOF, and intending to be legally bound, Purchaser and Seller have executed and delivered this Amendment No. 2 as of the date first written above.


		DUNCAN MILLER (“Seller”)

		CLARK-RELIANCE CORPORATION
				(“Purchaser”)

		By:
				Harry E. Figgie, Jr., Chairman

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EX-4.4 7 l07216aexv4w4.htm EXHIBIT 4.4 VOTING AGMT BTWN CO INV STOCKHOLDERS Exhibit 4.4

Exhibit 4.4

VOTING AGREEMENT

VOTING AGREEMENT, dated as of March , 2004, by and among, Trans-Industries, Inc., a Delaware Corporation (the “Company”), Dale Coenen (“Coenen”), Duncan Miller (“Miller”) and the “Investors” (as defined below) (the Investors, Coenen and Miller are each sometimes referred to as a “Stockholder” and collectively as the “Stockholders”).

WHEREAS, the Investors are purchasing shares of Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), of the Company pursuant to a Series B Convertible Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”); and

WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the parties enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the investment by the Investors under the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.1. Defined Terms.

Capitalized terms used herein, and not otherwise defined herein, will have the following meanings.

1.1.2 “Agreement” means this Voting Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

1.1.3 “Board” means the Board of Directors of the Company.

1.1.4 “Common Stock” means the Company’s common stock, par value $0.10 per share.

1.1.5 “Investors” means Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified, and his Affiliates and successors.

1.1.6 “Person” or “person” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization, a government or any agency, instrumentality or political subdivision of a government.

1.1.7 “Stockholder” means, at any time, (i) any Person who is now or later becomes, pursuant to the terms hereof, a party to this Agreement as a “Stockholder,” and (ii) any executor, administrator, guardian, custodian, trustee, receiver, or other legal representative of a Stockholder who obtains legal or beneficial ownership of any shares of capital stock of the Company or the power to transfer or vote the same in the event of a Stockholder’s death, disability or other incapacity.

ARTICLE 2

AGREEMENT TO VOTE

Section 2.1 Agreement to Vote.

Each Stockholder, on behalf of itself and any transferee or assignee who is an Affiliate of such Stockholder, will hold all of the shares of capital stock of the Company registered in its name (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution thereof, and any other securities of the Company currently held or subsequently acquired by such Stockholder) (the “Securities”) subject to, and to vote the Securities at any regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement.

Section 2.2 Legends.

Each certificate representing any voting Securities held by a Stockholder shall be endorsed by the Company with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING REQUIREMENTS SET FORTH IN AN AGREEMENT AMONG THE COMPANY, CERTAIN STOCKHOLDERS AND THE HOLDER HEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT.

The Company shall cause each certificate evidencing voting Securities to bear the legend required herein; provided, however, that the parties agree that the failure to cause a certificate evidencing Securities to bear such legend shall not affect the validity or enforcement of this

Agreement. At such time as any Securities cease to be subject to the terms of this Agreement, the Company shall, upon the written request of the holder of such Securities, promptly cause such legend to be removed from the applicable certificates.

Section 2.3. Scope.

Except as set forth herein, this Agreement shall not extend to other matters upon which stockholders of the Company have a right to vote under the Certificate of Incorporation or By-Laws of the Company or under the General Corporation Law of the State of Delaware.

Section 2.4 Manner of Voting.

The voting of Securities pursuant to this Agreement may be effected in person, by proxy, by written consent, or in any other manner permitted by applicable law.

ARTICLE 3

BOARD OF DIRECTORS, OFFICERS AND OTHER MATTERS

Section 3.1 Board Size.

Each Stockholder shall vote all Securities that it holds (or as to which it has voting power) to ensure that the size of the Board shall be set and remain at six directors; provided, however, that such Board size may be subsequently increased or decreased pursuant to an amendment of this Agreement and in accordance with the Certificate of Incorporation; provided, further, however, if a Person or group of Persons elects not to name, or loses the right pursuant to the terms hereof, to name one or more designees as provided in Section 3.2, the Board seat to be filled by such designee(s) shall remain vacant until such time (if ever) as such designee is named and elected to the Board of Directors pursuant hereto, and until such time, the full Board of Directors shall be comprised of those Persons that have been designated and elected to the Board of Directors pursuant hereto.

Section 3.2 Board Members.

Each Stockholder will vote all Securities that it holds (or as to which it has voting power) in the following manner.

(a) with respect to the three directors that the Certificate of Incorporation provides shall be elected by the holders of Series B Convertible Preferred Stock voting as a single class, in favor of three designees (the “Figgie Directors”) of the Investors holding a majority of the outstanding Series B Preferred Stock then held by all Investors, who initially shall be Harry E. Figgie, Jr., James O’Brien and Richard Solon.

(b) In the event of any vacancy on the Board with respect to any of the Figgie Directors, each Stockholder agrees to vote all Securities to fill such vacancy in the same manner as provided in Section 3.2(a). The parties further agree that no Figgie Director may be removed from office without the approval of the holders of voting stock required to elect such director in accordance with this Section 3.2.

(c) Any director of the Company may be removed from the Board in the manner allowed by law and the Company’s Certificate of Incorporation and Bylaws, but with respect to a Figgie Director, only upon the vote or written consent of the Stockholders entitled to designate such director.

(d) None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

Section 3.3 Officers.

(a) Each Stockholder will take any and all action in its capacity as a stockholder and/or a Director of the Company, if applicable, including without limitation through the voting of any Securities as provided herein, to cause the Board to elect the designees of the Investors holding a majority of the outstanding Series B Preferred Stock (on an as if converted basis) and/or shares of Common Stock then held by all Investors, as the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, provided, however, that the Investors agree that their designee as the Company’s Chief Executive Officer for the three (3) year period following the date of this Agreement shall be Dale Coenen, subject to his earlier death, disability, resignation or removal for cause by a majority of the Board.

(b) In the event of any vacancy in the position of Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, each Stockholder will take any all action in its capacity as a stockholder and/or a Director of the Company, if applicable, including without limitation through the voting of any Securities as provided herein, to cause the Board to fill such vacancy in the same manner as provided in Section 3.3(a).

(c) None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

Section 3.4 Shareholder Approval.

Each Stockholder will vote all Securities that it holds (or as to which it has voting power) to approve the transactions contemplated by the Purchase Agreement and the Transaction Documents (as defined in the Purchase Agreement), as required by certain National Association of Securities Dealers, Inc. (“NASD”) rules providing for qualitative listing requirements applicable to securities traded on the Nasdaq National Market and Nasdaq SmallCap Market and any other approval, authorization or waiver that may be required by any state or other institution, persons or agencies, including without limitation, the Securities and Exchange Commission (“SEC”).

Section 3.5 Other Actions

(a) On all matters other than those listed in Sections 3.1, 3.2, 3.3 or 3.4 on which the Stockholders have a vote at any regular or special meeting of the stockholders of the Company, Coenen and Miller shall vote their stock for or against such matter in the same proportion as all of the stockholders of the Company, other than the Investors, have voted for or against such matter. For example, if the stockholders of the Company, other than the Investors, vote 52% of their stock for, and 48% of their stock against, a particular matter, Coenen and Miller will also vote 52% of their Securities for, and 48% of their Securities against, such matter.

(b) On all matters other than those listed in Sections 3.1, 3.2, 3.3 or 3.4 on which the Stockholders have a vote at any regular or special meeting of the stockholders of the Company, the Investors may vote their Securities in any manner they elect in their sole discretion.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Consequence of transfer.

Upon any transfer of any Securities to an Affiliate of a Stockholder, the Securities so transferred and the transferee thereof shall be bound by and subject to all of the provisions, restrictions and obligations set forth in this Agreement. As a condition precedent to the effectiveness of such transfer and the issuance of any certificate or other instrument representing such transferred Securities, such Affiliate transferee shall agree to become bound by this Agreement as a “Stockholder” hereunder by executing and delivering to the Company a counterpart hereof. Any new certificate or other instrument evidencing such Securities issued to such transferee shall bear a legend in accordance with Section 2.2 hereof. Upon any transfer of any Securities to a Person who is not an Affiliate of a Stockholder, the Securities so transferred shall cease to be subject to the terms of this Agreement.

Section 4.2 Grant of Proxy.

Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

Section 4.3 Additional Covenants of the Company.

The Company agrees to take all actions required to ensure that the rights given to the Stockholders hereunder are effective and that the Stockholders enjoy the benefits thereof. Such actions include, without limitation, the use of the Company’s best efforts to cause the compliance with the terms of Article 3 hereof. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of

the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Stockholders hereunder against impairment.

Section 4.4 Additional Securities.

In the event of any issuance of any voting Securities hereafter to any of the parties hereto (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Securities shall become subject to this Agreement and shall be endorsed with the legend set forth herein.

Section 4.5 Duration of Agreement.

4.5.1 The rights and obligations of the Company and each Stockholder under this Agreement shall terminate on the earliest to occur of the following: (a) ten years from the date hereof; (b) immediately upon the Investors ceasing to hold at least 10% of the Company’s outstanding Common Stock (treating the Investors, for the purpose of such calculation, as the holders of the number of shares of Common Stock which would be issuable to them upon conversion, exercise or exchange of all Securities (including but not limited to the Series B Preferred Stock) held by the Investors that are then convertible, exercisable or exchangeable into or for (whether directly or indirectly) shares of Common Stock), and (c) immediately prior to a transaction constituting a deemed liquidation or dissolution of the Company under Section 4 of the terms of the Series B Preferred Stock as set forth in the Company’s Certificate of Incorporation.

4.5.2 Notwithstanding anything contained herein to the contrary, the rights and benefits afforded to, and the obligations imposed on, any Stockholder hereunder will terminate immediately, and without the need for any further action by any party hereto, at such time as such Stockholder ceases to be a stockholder of the Company.

Section 4.6 Notices.

If to the Company, to:

Trans-Industries, Inc.
2637 South Adams Road
Rochester Hills, MI 48309
Attention: Chief Executive Officer
Facsimile No.: (248) 852-1211

If to a Stockholder, to the address specified for such Stockholder in the Purchase Agreement or in the Company’s record of stockholders.

Section 4.7 Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives, but only to the extent specifically provided herein, provided, however, than an Investor may assign any and all of its rights and obligations hereunder to any Persons to whom such Investor transfers any of its Securities.

Section 4.8 Equitable Relief.

The parties agree that it is impossible to determine the monetary damages which would accrue to any party by reason of the failure of any party to perform any of its obligations under this Agreement requiring the performance of an act other than the payment of money only. Each party shall be entitled to enforce its rights under this Agreement specifically and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. In the event of a breach or threatened breach by a party of any of the provisions of this Agreement, the other parties hereto shall be entitled to an injunction restraining such party from any such breach, and each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. The availability of such remedies shall not prohibit any party from pursuing any other remedies for such breach or threatened breach, including the recovery of damages from a breaching party.

Section 4.9 Entire Agreement.

This Agreement, the Transaction Documents (as defined in the Purchase Agreement) and the other writings referenced herein constitute the exclusive statement of the agreement of the parties hereto concerning the subject matter hereof and supersede all other agreements, oral or written, among or between any of them concerning such subject matter. All negotiations among or between any of the parties hereto concerning the subject matter of this Agreement are superseded by this Agreement and the Transaction Documents, including any that may have been expressed in any term sheet, letter of intent or other similar document, and there are no representations, promises, understandings or agreements, oral or written, in relation thereto among or between any of them other than those incorporated herein.

Section 4.10 Waiver and Amendment.

No waiver of any provision of this Agreement shall be effective unless made in a written instrument which specifically references this Agreement and which is duly signed by or on behalf of the party against whom such waiver is sought to be enforced. Except as expressly provided herein, the failure of any party hereto to enforce at any time, or for any period of time, any provision of this Agreement shall not be construed as a waiver of any provision or of the right of any such Person to enforce each and every provision of this Agreement. Neither this Agreement nor any provision hereof can be modified, amended, changed, discharged or terminated except by an instrument in writing, signed by the holders of at least a majority of the voting Securities then subject to this Agreement, based upon voting power and calculated on an as-if-converted basis, together with the consent of the Investors holding a majority of the outstanding Series B Preferred Stock (on an as if converted basis) and/or shares of Common Stock then held by all stockholders.

Section 4.11 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of law. Each party hereto irrevocably and unconditionally agrees that any action, suit or proceeding at law or in equity which in any way arises out of or relates to this Agreement (a “Litigation”) may be brought in the any state or federal court of competent jurisdiction located in the State of Ohio, and all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 4.12 Severability.

Section 4.13 Headings.

The Article and Section headings contained in this Agreement are intended solely for convenience of reference and shall not be considered in interpreting this Agreement.

Section 4.14 Gender; Inclusion.

Section 4.15 Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, and may be executed and delivered with separate signature pages as though all parties had executed and delivered the same signature page. Any Affiliate of a Stockholder to whom Securities are transferred pursuant to the terms of this Agreement may execute a counterpart of this Agreement and become a party hereto and any such person shall be deemed a Stockholder hereunder.

Section 4.16 Time Periods.

Section 4.17 No Inconsistent Agreements; Further Assurances.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE IMMEDIATELY FOLLOWING]

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of the date first above written.


		TRANS-INDUSTRIES, INC.

		By:
		Name:
		Title:

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of the date first above written.


		STOCKHOLDERS

		Dale Coenen

		Duncan Miller

		Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified

-----END PRIVACY-ENHANCED MESSAGE-----


CUSIP No.					Page 2 of 7 Pages

	1.	Name of Reporting Person: Harry E. Figgie, Jr. Harry E. Figgie, Jr. Trust as provided for in the Trust Agreement dated July 15, 1976			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: Series B Convertible Preferred Stock: 193,799 shares Common Stock (including Series B Convertible Preferred Stock on an as-converted basis and Warrants to purchase Common Stock): 841,144 shares

			8.	Shared Voting Power: 38,568 shares of Common Stock

			9.	Sole Dispositive Power: Series B Convertible Preferred Stock: 193,799 shares Common Stock (including Series B Convertible Preferred Stock on an as-converted basis and Warrants to purchase Common Stock): 841,144 shares

			10.	Shared Dispositive Power: 38,568 shares of Common Stock

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 879,712 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 23%

	14.	Type of Reporting Person (See Instructions): IN


THE COMPANY: TRANS-INDUSTRIES, INC.
By:
	Name:	Dale S. Coenen
	Title:	Chairman of the Board and President


	THE PURCHASERS:


	Harry E. Figgie, Jr., trustee under the Trust Agreement dated July 15, 1976, as modified