THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "U.S. SECURITIES ACT"), AND MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE,
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS,
(D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION PURSUANT TO
ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR (E) PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. NON-CANADIAN
CITIZENS SHALL NOT BE AUTHORIZED TO SELL OR REDISTRIBUTE THE
SECURITIES REPRESENTED HEREBY FOR A MINIMUM PERIOD OF 41 DAYS
AFTER THE DATE OF ISSUANCE OF THIS WARRANT.
AMERICAN ECO CORPORATION
Warrant to Subscribe for
400,000 Common Shares
NUMBER _______ _________, 1997
1. Purchase Rights. For value received by the undersigned,
---------------
REFCO CAPITAL MARKETS, LTD., a Bermuda corporation, or its
assignee (the "Holder"), is entitled to subscribe for and
purchase up to 400,000 fully paid and non-assessable common
shares without nominal or par value (the "Shares"), as
constituted on the date hereof, of American Eco Corporation,
an Ontario, Canada corporation (the "Corporation"), at a
price of US $7.27 per Share (the price at which one Share
may be purchased hereunder from time to time is hereinafter
referred to as the "Exercise Price"), all subject to the
terms and conditions set forth herein and any adjustment as
hereinafter provided, by surrendering this Warrant together
with a subscription in the form attached hereto duly
completed and executed at the registered office of the
Corporation. Rights granted hereunder shall terminate at
5:00 p.m., New York City time, on May 29, 2002 (hereinafter
referred to as the "Time of Expiry").
2. Partial Exercise. The Holder may subscribe for and purchase
----------------
less than the full number of Shares of the Corporation
entitled to be subscribed for and purchased hereunder. In
the event that the Holder subscribes for and purchases less
than the full number of Shares entitled to be subscribed for
and purchased under the Warrant, the Corporation shall issue
a new Warrant to the Holder in the same form as this Warrant
with the appropriate changes in respect of the remaining
number of Shares for which the Holder is entitled to
subscribe.
3. Delivery of Certificates. Within three business days of
------------------------
receipt of this Warrant, together with a subscription form
substantially in the form annexed hereto duly completed and
executed, the Corporation shall deliver or cause to be
delivered to the Holder a certificate or certificates
representing the Shares subscribed for and purchased by the
Holder hereunder and a new Warrant, if any, against payment
of such Shares by certified check, bank draft or money order
in lawful money of the United States payable to or to the
order of the Corporation.
4. Warrant Holder Not A Shareholder. Nothing contained in this
--------------------------------
Warrant shall be construed as conferring upon the Holder any
right or interest whatsoever as a holder of Shares of the
Corporation or any other right or interest except as herein
expressly provided.
5. Adjustments.
-----------
(a) Adjustment on Reclassification. In case of any
------------------------------
reclassification of the Shares or change of the Shares
into other shares or in case of the consolidation,
merger, reorganization or amalgamation of the
Corporation with or into any other corporation or
entity which results in any reclassification of the
Shares or a change of the Shares into other shares or
in case of any transfer of the undertaking or assets of
the Corporation as an entirety or substantially as an
entirety to another person (any such event being
hereinafter referred to as a "Reclassification of
Shares"), at any time prior to the Time of Expiry,
after the effective date of such Reclassification of
Shares and upon exercise of the right to purchase
Shares hereunder, the Holder shall be entitled to
receive and shall accept, in lieu of the number of
Shares to which the Holder was theretofore entitled
upon such exercise, the kind and amount of shares and
other securities or property which the Holder would
have been entitled to receive as a result of such
Reclassification of Shares if on the effective date
thereof the Holder had been the registered Holder of
the number of Shares to which the Holder was
theretofore entitled upon such exercise. If necessary,
appropriate adjustments shall be made in the
application of the provisions set forth in this Section
S with respect to the rights and interest thereafter of
the Holder of this Warrant to the end that the
provisions set forth in this Section 5 shall thereafter
correspondingly be made applicable as nearly as may be
reasonable in relation to any shares or other
securities or property thereafter deliverable upon the
exercise of this Warrant.
(b) Adjustment on Capital Reorganization. If and whenever
------------------------------------
at any time prior to the Time of Expiry, the
Corporation shall:
(i) subdivide the Shares into a greater number of
shares;
(ii) consolidate the Shares into a lesser number of
shares; or
(iii) issue Shares of Convertible Securities to all
or substantially all of the holders of Shares
by way of a stock divided or other
distribution on the Shares payable in Shares
or Convertible Securities;
(any such event being hereinafter referred to as a
"Capital Reorganization"), and any such event results
in an adjustment in the Exercise Price pursuant to
paragraph (c), the number of Shares purchasable
pursuant to this Warrant shall be adjusted
contemporaneously with the adjustment of the Exercise
Price by multiplying the number of Shares theretofore
purchasable on the exercise thereof by a fraction the
numerator of which shall be the Exercise Price in
effect immediately prior to such adjustment and the
denominator of which shall be the Exercise Price
resulting from such adjustment. For the purpose of
this Section 5, "Convertible Security" means a security
convertible into or exchangeable for a Share.
(c) Adjustment to Exercise Price. If and whenever at any
----------------------------
time prior to the Time of Expiry, the Corporation shall
engage in a Capital Reorganization, the Exercise Price
shall, on the effective date in the case of a
subdivision or consolidation, or on the record date, in
the case of a stock dividend, be adjusted by
multiplying the Exercise Price in effect on such
effective date or record date by a fraction: (i) the
numerator of which is the number of Shares outstanding
before giving effect to such Capital Reorganization;
and (ii) the denominator of which shall be the number
of Shares outstanding after giving effect to such
Capital Reorganization. The number of Shares
outstanding shall include the deemed conversion into or
exchange for Shares of any Convertible Securities
distributed by way of stock dividend or other such
distribution. Such adjustment shall be made
successively whenever any event referred to in this
paragraph shall occur.
(d) Effect of Stock Dividends. An issue of Shares or
-------------------------
Convertible Securities by way of a stock dividend or
other such distribution shall be deemed to have been
made on the record date thereof for the purpose of
calculating the number of outstanding Shares under
paragraphs (e) and (f).
(e) Effect of Rights Offering. If and whenever at any time
-------------------------
prior to the Time of Expiry, the Corporation shall fix
a record date for the issuance of rights, options or
warrants (other than this Warrant) to all or
substantially all the holders of Shares entitling them,
for a period expiring not more than 45 days after such
record date, to subscribe for or purchase Shares or
Convertible Securities at a price per share (or having
a conversion or exchange price per share) of less than
90% of the Current Market Price of the Shares on such
record date (any such event being hereinafter referred
to as a "Rights Offering"), the Exercise Price shall be
adjusted immediately after such record date so that it
shall equal the price determined by multiplying the
Exercise Price in effect on such record date by a
fraction;
(i) the numerator of which shall be the aggregate of:
(A) the number of Shares outstanding on such
record date; and (B) a number determined by
dividing whichever of the following is applicable
by the Current Market Price of the Shares on the
record date: (I) the amount obtained by
multiplying the number of shares which the holders
of Shares are entitled to subscribe for or
purchase by the subscription or purchase price; or
(II) the amount obtained by multiplying the
maximum number of Shares which the holders of the
Shares are entitled to receive on the conversion
or exchange of the Convertible Securities by the
conversion or exchange price per share; and
(ii) the denominator of which shall be the aggregate
of: (A) the number of Shares outstanding on such
record date; and (B) whichever of the following is
applicable: (I) the number of Shares which the
holders of Shares are entitled to subscribe for or
purchase; or (II) the maximum number of Shares
which the holders of Shares are entitled to
receive on the conversion or exchange of the
Convertible Securities.
Any Shares owned by or held for the account of the
Corporation shall be deemed not to be outstanding for
the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date
is fixed.
To the extent that such Rights Offering is not so made
or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Exercise
Price shall be readjusted to the Exercise Price which
would be in effect if such record date had not been
fixed or if such expired rights, options or warrants
had not been issued.
(f) Effect of Special Distribution. If and whenever at any
------------------------------
time during the Exercise Period, the Corporation shall
fix a record date for the distribution to all or
substantially all the holders of the Shares of:
(i) shares of any class other than Shares;
(ii) rights, options or warrants;
(iii) evidences of indebtedness; or
(iv) other assets or property;
and if such distribution does not constitute a Capital
Reorganization or a Rights Offering or does not consist
of rights, options or warrants entitling the holders of
Shares to subscribe for or purchase Shares or
Convertible Securities for a period expiring not more
than 45 days after such record date and at a price per
share (or having a conversion or exchange price per
share) of at least 90% of the Current Market Price of
the Shares on such record date (any such non-excluded
event being hereinafter referred to as a "Special
Distribution") the Exercise Price shall be adjusted
immediately after such record date so that it shall
equal the price determined by multiplying the Exercise
Price in effect on such record date by a fraction: (I)
the numerator of which shall be the amount by which (A)
the amount obtained by multiplying the number of Shares
outstanding on such record date by the Current Market
Price of the Shares on such record date, exceeds (B)
the fair market value (as determined by the directors
of the Corporation, which determination shall be
conclusive) to the holders of such Shares of such
Special Distribution; and (II) the denominator of which
shall be the total number of Shares outstanding on such
record date multiplied by such Current Market Price.
Any Shares owned by or held for the account of the
Corporation shall be deemed not to be outstanding for
the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date
is fixed.
To the extent that such Special Distribution is not so
made or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Exercise
Price shall then be readjusted to the Exercise Price
which would then be in effect if such record date had
not been fixed or if such expired rights, options or
warrants had not been issued.
(g) Dividend Adjustment Limitation. No adjustment pursuant
------------------------------
to this Section 5 shall be made in respect of dividends
(payable in cash or Shares) declared payable on the
Shares in any fiscal year of the Corporation to the
extent that such dividends, when aggregated with any
dividends previously declared payable on the Shares in
such fiscal year, do not exceed 50% of the aggregate
consolidated net income of the Corporation before
extraordinary items for its immediately preceding
fiscal year.
(h) Deferral of Share Issuance. In any case in which this
--------------------------
Section 5 shall require that an adjustment shall become
effective immediately after a record date for an event
referred to herein, the Corporation may defer, until
the occurrence of such event, issuing to the Holder,
upon the exercise of this Warrant after such record
date and before the occurrence of such event, the
additional Shares issuable upon such exercise by reason
of the adjustment required by such event; provided,
however, that the Corporation shall deliver to the
Holder an appropriate instrument evidencing the
Holder's right to receive such additional Shares upon
the occurrence of the event requiring such adjustment
and the right to receive any distributions made on such
additional Shares on and after such exercise.
(i) Cumulative Effect. The adjustments provided for in
-----------------
this Section 5 are cumulative and, in the case of
adjustments to the Exercise Price, shall be computed to
the nearest one-tenth of one cent, and shall apply
(without duplication) to successive Reclassifications
of Shares, Capital Reorganizations, Rights Offerings
and Special Distributions; provided that,
notwithstanding any other provision of this Section 5,
no adjustment of the Exercise Price shall be required
unless such adjustment would require an increase or
decrease of at least 1% of the Exercise Price then in
effect (provided however that any adjustments which by
reason of this paragraph are not required to be made
shall be carried forward and taken into account in any
subsequent adjustment).
(j) No Adjustment if Participation Rights Available. No
-----------------------------------------------
adjustment in the number of Shares which may be
purchased upon exercise of this Warrant or in the
Exercise Price shall be made pursuant to this Warrant
if the Holder is entitled to participate in such event
on the same terms mutatis mutandis as if the Holder had
------- --------
exercised this Warrant for Shares prior to the
effective date or record date of such event. Any
participation by the Holder shall require the prior
approval of The Toronto Stock Exchange if the Shares
are then listed on the Toronto Stock Exchange.
(k) Resolution of Disputes. In the event of any question
----------------------
arising with respect to the adjustments provided in
this Section 5, such question shall conclusively be
determined by an internationally recognized firm of
independent chartered accountants appointed by the
Corporation (who may be the Corporation's auditors)
with the consent of the Holder, which consent may not
be unreasonably withheld. Such accountants shall have
access to all necessary records of the Corporation and
such determination shall be binding upon the
Corporation and the Holder.
(l) Reservation of Shares. As a condition precedent to the
---------------------
taking of any action which would require an adjustment
in the subscription rights pursuant to this Warrant
including the Exercise Price and number of such classes
of shares or other securities or property which are to
be received upon the exercise thereof, the Corporation
shall take all corporate action which, in the opinion
of counsel, may be necessary in order that the
Corporation has reserved and there will remain unissued
out of its authorized capital a sufficient number of
Shares for issuance upon the exercise of this Warrant
and that the Corporation may validly and legally issue
as fully paid and non-assessable all the shares of such
classes or other securities or may validly and legally
distribute the property which the Holder is entitled to
receive on any exercise of this Warrant.
(m) Notice of Adjustment Event. At least four days prior
--------------------------
to the effective date or record date, as the case may
be, of any event which requires an adjustment in the
subscription rights pursuant to this Warrant, including
the Exercise Price and number and classes of shares or
other securities or property which are to be received
upon the exercise thereof, the Corporation shall give
notice to the Holder of the particulars of such event
and the required adjustment.
6. No Fractional Shares. The Corporation shall not issue
--------------------
fractional Shares upon the exercise of this Warrant.
7. Definition of Current Market Price. For the purpose of any
----------------------------------
computation under this Warrant, the "Current Market Price"
at any date shall mean (i) the average closing bid price for
a share on the Nasdaq National Market ("Nasdaq") as reported
by Nasdaq or (ii) if the shares are not then listed on
Nasdaq, the average closing price for at least one board lot
sale of the Shares on The Toronto Stock Exchange, in each
case for the 30 consecutive trading days commencing 45
trading days before the date for determining the Current
Market Price.
8. Registration Rights.
-------------------
(a) Registration. The Corporation shall file, as promptly
------------
as practicable after the date hereof and in no event
later than June 30, 1997, a registration statement (the
"Registration Statement") under the U.S. Securities Act
covering the sale and resale (if necessary to permit
the unrestricted resale of the Shares under the U.S.
Securities Act) of the Shares or other securities
issuable upon any purchase hereunder (the "Registrable
Securities").
(b) Registration Procedures. The Corporation shall use its
-----------------------
best efforts to cause the Registration Statement to
become and remain effective pursuant to Rule 415 under
the U.S. Securities Act. Thereafter, until (1) such
Registrable Securities have been sold without
restriction on the subsequent transfer thereof, (2) 30
days after the Time of Expiry or (3) the Registrable
Securities may be publicly sold in the United States
without registration and without any limitation on
volume or manner of sales under the U.S. Securities
Act, whichever is the shortest period of time, the
Corporation shall:
(i) Prepare and file with the U.S. Securities and
Exchange Commission (the "Commission") such
amendments and supplements to the Registration
Statement and the prospectus included therein
(including any preliminary prospectus) as may be
necessary to keep the Registration Statement
effective;
(ii) Furnish to Holder and its legal counsel (1)
promptly when the same is delivered, copies of all
correspondence to and from the Commission relating
to the Registration Statement, (2) such reasonable
number of copies of the Registration Statement,
preliminary prospectus, final prospectus and any
supplements and amendments thereof and (3) such
other documents as Holder may reasonably request
in order to facilitate the public offering of such
Registrable Securities;
(iii) Permit counsel designated by Holder to review
at Holder's sole expense the Registration
Statement and all amendments and supplements
thereto a reasonable period of time prior to
their filing with the Commission;
(iv) Use its best efforts to register or qualify the
Registrable Securities covered by the Registration
Statement under the state securities laws of such
jurisdictions as Holder may reasonably request
within 20 days following the original filing of
the Registration Statement and do any and all
other acts and things which may be reasonably
necessary or advisable to enable Holder to
consummate the disposition of such Registrable
Securities in such jurisdictions (provided that
the Corporation will not be required to
(i) qualify generally to do business in any
jurisdiction where it would not otherwise be
required to qualify but for this subparagraph (b);
(ii) subject itself to taxation in any such
jurisdiction; or (iii) consent to general service
of process in any such jurisdiction);
(v) Notify Holder promptly after it shall receive
notice thereof, of the time when the Registration
Statement has become effective or any amendment or
supplement to the Registration Statement or any
prospectus included therein has been filed;
(vi) Notify Holder promptly of any request by the
Commission for the amending or supplementing of
the Registration Statement or prospectus or for
additional information;
(vii) Prepare and file with the Commission,
promptly upon Holder's request any amendments
or supplements to the Registration Statement
or prospectus which, in the opinion of
Holder's counsel, are required under the U.S.
Securities Act in connection with the
distribution of Shares;
(viii) Promptly notify Holder at any time when a
prospectus relating to such Registrable
Securities is required to be delivered under
the U.S. Securities Act, if any event shall
have occurred as the result of which any such
prospectus or any other prospectus as then in
effect would include an untrue statement of a
material fact or omit to state any material
fact necessary to make the statements
therein, in light of the circumstances in
which they were made, not misleading and
promptly prepare and file with the Commission
a supplement or amendment to such prospectus
so that, as thereafter delivered to the
purchasers of Registrable Securities, such
prospectus will not contain an untrue
statement of material fact or omit to state
any material fact necessary to make the
statements therein, in light of the
circumstances in which they were made, not
misleading;
(ix) Advise Holder promptly after the Corporation shall
receive notice, or obtain knowledge thereof, of
the issuance of any stop order by the Commission
suspending the effectiveness of the Registration
Statement or the initiation or threatening of any
proceeding for that purpose and promptly use its
best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop
order should be issued;
(x) Not file any amendment or supplement to the
Registration Statement or prospectus to which
Holder or its counsel shall have objected on the
grounds that such amendment or supplement does not
comply in all material respects with the
requirements of the U.S. Securities Act or the
rules and regulations thereunder;
(xi) Make available for inspection by Holder and any
underwriter participating in any disposition
pursuant to the Registration Statement and any
attorney, accountant or other agent retained by
such persons, all financial and other records,
pertinent corporate documents and properties of
the Corporation and cause the Corporation's
officers, directors, employees and independent
accountants to supply all information and
documents reasonably requested by Holder or
Holder's underwriter, attorney, accountant or
agent in connection with the Registration
Statement;
(xii) Use its best efforts to cause all such
Registrable Securities to be listed or quoted
on Nasdaq or a United States national
securities exchange of comparable liquidity;
and
(xiii) Cause the Shares issuable upon a purchase
hereunder to be listed on Nasdaq immediately
after the Registration Statement becomes
effective and maintain such listing.
(c) Expenses. All fees, costs and expenses of registration
--------
shall be borne by the Corporation provided, however,
that Holder and any other holder of Registrable
Securities shall bear its pro rata share of any
underwriting discounts and commissions if a majority of
such holders elect to have the Registrable Securities
sold through an underwritten offering, as well as the
fees of its own counsel. The fees, costs and expenses
of registration to be borne by the Corporation shall
include without limitation, all internal costs
(including without limitation, all salaries and
expenses of its officers and employees performing legal
or accounting duties), all Commission and Nasdaq filing
fees, listing or quotation fees, printing expenses fees
and disbursements of counsel and accountants for the
Corporation (including, the cost of any special audit
requested in order to effect such registration), all
legal fees and disbursements and other expenses of
complying with U.S. state securities laws of any
jurisdiction in which the Registrable Securities to be
offered are to be registered or qualified, reasonable
fees and disbursements of counsel and accountants for
Holder and any other holders of Registrable Securities,
and the premiums and other costs of policies of
insurance against liability arising out of such public
offering which the Corporation determines to obtain,
but shall not include underwriting discounts and
commissions attributable to Shares not sold for the
account of the Corporation.
(d) Indemnification by the Corporation. Subject to the
----------------------------------
conditions set forth below, in connection with any
registration of Registrable Securities pursuant to
Section (a) or (b) above, the Corporation agrees to
indemnify and hold harmless Holder, any underwriter for
the offering and each of their officers, directors and
agents and each other person, if any, who controls
Holder or such underwriter within the meaning of
Section 15 of the U.S. Securities Act as follows:
(i) Against any and all loss, claim, damage and
expense whatsoever, including attorneys' fees and
expenses, including attorney's fees and expenses,
arising out of or based upon (including, but not
limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or
defending any litigation, commenced or threatened,
or any claim whatsoever based upon) any untrue or
alleged untrue statement contained in any
preliminary prospectus (if used prior to the
effective date of the Registration Statement), the
Registration Statement or the prospectus (as from
time to time amended and supplemented), or in any
application or other document executed by the
Corporation or based upon written information
furnished by the Corporation filed in any
jurisdiction in order to qualify the Corporation's
securities under the securities laws thereof; or
the omission or alleged omission therefrom of a
material fact required to be stated therein or
necessary to make the statements therein not
misleading; or any other violation of applicable
federal or state statutory or regulatory
requirements or limitations relating to action or
inaction by the Corporation in the course of
preparing, filing or implementing the Registration
Statement; provided, however, that the indemnity
contained in this subsection (i) shall not apply
to a Holder of Registrable Securities with respect
to any loss, claim, damage, liability or action
arising out of or based upon any untrue or alleged
untrue statement or omission made in reliance upon
and in conformity with any information furnished
in writing to the Corporation by or on behalf of
such Holder expressly for use in connection
therewith;
(ii) Subject to the proviso contained in subsection (i)
above, against any and all loss, liability, claim,
damage and expense whatsoever, including
attorneys' fees and expenses, to the extent of the
aggregate amount paid in settlement of any
litigation, commenced or threatened, or of any
claim whatsoever based upon any such untrue
statement or omission or any such alleged untrue
statement or omission (including but not limited
to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending
against any such litigation or claim) if such
settlement is effected with the written consent of
the Corporation.
(iii) The Corporation shall be entitled to
participate at its own expense in the defense
of any suit brought to enforce any such
claim, but if the Corporation elects to
assume the defense, such defense shall be
conducted by counsel chosen by it, provided
that such counsel is reasonably satisfactory
to Holder and any other holders of
Registrable Securities or controlling persons
who are defendants in any suit so brought.
In the event the Corporation elects to assume
the defense of any suit and retain such
counsel, such holders or controlling persons
shall, after the date they are notified of
such election, bear the fees and expenses of
any counsel thereafter retained by them as
well as any other expenses thereafter
incurred by them in connection with the
defense thereof unless, in the reasonable
opinion of such holders or controlling
persons, separate representation is advisable
because of conflict in the interest of the
parties, in which case the Corporation shall
continue to pay the fees of such counsel.
(e) Indemnification of Corporation. Holder shall indemnify
------------------------------
and hold harmless the Corporation, any underwriters for
the offering and each of their officers and directors
and agents and each other person, if any, who controls
the Corporation or such underwriters within the meaning
of Section 15 of the U.S. Securities Act against any
and all such losses, liabilities, claims, damages and
expenses as are indemnified against by the Corporation
under Section 8(d); provided however, that such
indemnification shall be limited to statements or
omissions, if any, made (or in settlement of any
litigation effected with Holder's written consent,
alleged to have been made) in any preliminary
prospectus, the Registration Statement or prospectus or
any amendment or supplement thereof or any application
or other document in reliance upon and in conformity
with, written information furnished by Holder or on
Holder's behalf expressly for use in any preliminary
prospectus, the Registration Statement or prospectus or
any amendment or supplement thereof. In case any
action shall be brought against the Corporation or any
other person so indemnified, in respect of which
indemnity may be sought against Holder, Holder shall
have the rights and duties given to the Corporation,
and each other person so indemnified shall have the
rights and duties given to Holder by the provisions of
Section 8(d)(iii).
9. Listing and Reservation of Shares. All Shares entitled to
---------------------------------
be purchased hereunder have been approved for listing on the
Toronto Stock Exchange and on Nasdaq and shall be listed
thereon upon their issuance. The Corporation has reserved
and there will remain unissued out of its authorized capital
a sufficient number of Shares for issuance upon the exercise
of this Warrant.
10. Governing Law. This Warrant shall be governed by and
-------------
construed in accordance with the laws of the United States
and the internal laws of the State of New York.
11. Assignment. Subject to compliance with the restrictions set
----------
forth on the face of this Warrant, this Warrant may be
assigned by the Holder in whole or in part.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by one of its duly authorized officers.
AMERICAN ECO CORPORATION
By:
-------------------------
Michael E. McGinnis
President and CEO
FOR VALUE RECEIVED, _______________ hereby sells, assigns
and transfers unto _______________ Warrants to subscribe for
________ ( ) Shares of the no par value common shares of
American Eco Corporation standing in name on the books of said
corporation represented by Warrant No. ____________ herewith and
do hereby irrevocably constitute and appoint Corporation attorney
to transfer the said Warrant on the books of the within named
Corporation with full power of substitution in the premises.
Dated _______________
-------------------------
SUBSCRIPTION FORM
TO: AMERICAN ECO CORPORATION
RE: WARRANT TO SUBSCRIBE FOR 400,000 COMMON SHARES DATED
____________, 1997 (the "Warrant")
The undersigned holder of the Warrant hereby subscribes for
________ common shares (the "Shares") of American Eco Corporation
or such number of Shares and/or other securities and/or property
to which such subscription entitles the undersigned holder in
lieu thereof or addition thereto under the provisions of the
Warrant pursuant to the terms of the Warrant at the Exercise
Price (as defined in the Warrant) per share on the terms
specified in the Warrant and encloses herewith a bank draft,
certified check or money order in lawful money of the United
States payable to the order of American Eco Corporation in
payment therefor.
The undersigned irrevocably hereby directs that ________
Shares be issued and delivered to _________________________.
DATED this ________ day of _______________, 19____.
------------------------------
By:
-------------------------