NNNNNNNNNNNN . + Rights Agent: Computershare Trust Company, N.A. 150 Royall Street, Suite V Canton, Massachusetts 02021 NNNwwNw.compNutersharNe.com Information Agent: Georgeson LLC Banks, brokers and shareholders call toll-free: (888) 666-2580 MRA SAMPLE DESIGNATION(IFANY) ADD1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 NNNNNN C 1234567890J N T 12345678901234 Primary Subscription Rights THIS SUBSCRIPTION RIGHTS OFFERING (“RIGHTS OFFERING”) EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON <DATE>, UNLESS THE EXERCISE PERIOD IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Williams Industrial Services Group Inc. (the “Company”) has distributed to each holder of its common stock, par value $0.01, owned as of record (each an “Eligible Holder”) at <TIME> on <DATE> (the “Record Date”), at no charge, one (1) non-transferable right (the “Rights”), for each share of common stock held as of the Record Date, to purchase <NUMBER> of a share of common stock of the Company at a subscription price of <$AMOUNT> per whole share (the “Subscription Price”). An Eligible Holder who fully exercises its basic subscription Rights is entitled to exercise an over-subscription privilege to purchase, for the Subscription Price, additional shares of common stock that remain unsubscribed at the Expiration Date (up to a cap of 300% of the shares of common stock held by the Eligible Holder on the Record Date) (the “Over-Subscription Privilege”), subject to proration. The terms and conditions of the Rights Offering are set forth in the Company’s Prospectus dated <DATE> (as it may be amended or supplemented, the “Prospectus”), which is incorporated into this Rights Certificate by reference. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. The owner of this certificate is entitled to the number of basic Rights, and is entitled to exercise the basic Rights for the number of shares of common stock, shown on this Rights Certificate. THE RIGHTS ARE NON-TRANSFERABLE The Rights are non-transferable. The Rights will not be listed on any securities exchange or quoted on any automated quotation system. SUBSCRIPTION PRICE The Subscription Price for the basic Rights and the Over-Subscription Privilege is <$AMOUNT> per whole share. The Company will not issue fractional shares or cash in lieu in the Rights Offering. If the number of Rights an Eligible Holder exercises would otherwise permit such Eligible Holder to purchase a fraction of a share, the number of shares such Eligible Holder may purchase will be rounded down to the nearest whole share. METHOD OF EXERCISE OF RIGHTS IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THIS RIGHTS CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED TO COMPUTERSHARE TRUST COMPANY, N.A., TOGETHER WITH PAYMENT IN FULL FOR AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES OF COMMON STOCK THAT YOU ARE REQUESTING TO PURCHASE TO THE SUBSCRIPTION AGENT, COMPUTERSHARE TRUST COMPANY, N.A., BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. RIGHTS HOLDERS SHOULD CAREFULLY REVIEW THE PROSPECTUS AND CONSULT THEIR LEGAL, TAX AND FINANCIAL ADVISORS BEFORE EXERCISING THEIR RIGHTS. Holder ID 123456789 COY XXXX Class Subscription Rights Rights Qty Issued XXX.XXXXXX Rights Cert # 12345678 Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) + 1 2 3 4 5 6 7 8 036ARC C L S X R T 2 C O Y C NNNNNNNNN WILLIAMS INDUSTRIAL SERVICES GROUP INC. SUBSCRIPTION RIGHTS OFFERING
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