THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW
TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE
TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION
DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE RULES AND REGULATIONS THEREUNDER.
WARRANT TO PURCHASE
COMMON STOCK OF
DOMINION BRIDGE CORPORATION
Void after 5:00 p.m. Eastern Standard Time on February 20, 2001.
This is to verify that, FOR VALUE RECEIVED, AMERICAN ECO
CORPORATION, a corporation organized under the laws of Ontario, Canada
(hereinafter referred to as the "Holder"), with a principal address at
11011 Jones Road, Houston, Texas 77070, is entitled to purchase,
subject to the terms and conditions hereof, from DOMINION BRIDGE
CORPORATION (the "Company") 192,308 shares of Common Stock, $.001 par
value per share (the "Common Stock"), during the period commencing at
9:00 a.m., Eastern Standard Time on February 20, 1998 (the
"Commencement Date") and ending at 5:00 p.m. Eastern Standard Time on
February 20, 2001 (the "Termination Date") at an exercise price of
$3.00 per share of Common Stock. The number of shares of Common Stock
purchasable upon exercise of this Warrant (the "Warrant(s)") and the
exercise price per share shall be subject to adjustment from time to
time upon the occurrence of certain events as set forth below.
The shares of Common Stock or any other shares or other units of
stock or other securities or property, or any combination thereof then
receivable upon exercise of this Warrant, as adjusted from time to
time, are sometimes referred to hereinafter as "Exercise Shares". The
exercise price per share as from time to time in effect is referred to
hereinafter as the "Exercise Price".
1. Exercise of Warrant; Issuance of Exercise Shares.
(a) Exercise of Warrant. This Warrant may be exercised in whole
-------------------
or in part at any time or from time to time on or after the
Commencement Date and until and including the Termination Date. This
Warrant may be surrendered on any business day to the Company at its
principal office, presently located at the address of the Company set
forth in Paragraph 9 hereof, (or such other office of the Company, if
any, as shall theretofore have been designated by the Company by
written notice to the Holder), together with: (i) a completed and
executed Notice of Warrant Exercise in the form set forth in Appendix
A hereto and made a part hereof; and (ii) payment of the full Exercise
Price for the amount of Exercise Shares set forth in the Notice of
Warrant Exercise, in lawful money of the United States of America by
certified check or cashier's check, made payable to the order of the
Company, together with certification of investment intent and such
other agreements, representations and warranties as counsel for the
Company shall require to establish an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act")..
In the event that this Warrant shall be duly exercised in part
prior to the Termination Date, the Company shall issue a new Warrant
Certificate of like tenor evidencing the rights of the Holder thereof
to purchase the balance of the Exercise Shares purchasable under the
Warrant so surrendered that shall not have been purchased.
No adjustments shall be made for any cash dividends on Exercise
Shares issuable upon exercise of the Warrant. The Company shall cancel
Warrant Certificates surrendered upon exercise of Warrants.
(b) Issuance of Exercise Shares; Delivery of Certificates. The
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Company shall, within five (5) business days or as soon thereafter as
is practicable of the exercise of this Warrant, issue in the name of
and cause to be delivered to the Holder (or such other person or
persons, if any, as the Holder shall have designated in the Notice of
Warrant Exercise) one or more certificates representing the Exercise
Shares to which the Holder (or such other person or persons) shall be
entitled upon such exercise under the terms hereof. Such certificate
or certificates shall be deemed to have been issued and the Holder (or
such other person or persons so designated) shall be deemed to have
become the record holder of the Exercise Shares as of the date of the
due exercise of this Warrant.
(c) Exercise Shares Fully Paid and Non-assessable. The Company
---------------------------------------------
agrees and covenants that all Exercise Shares issuable upon the due
exercise of the Warrant represented by this Warrant Certificate will,
upon issuance in accordance with the terms hereof, be duly authorized,
validly issued, fully paid and non-assessable and free and clear of
all taxes (other than taxes which, pursuant to Paragraph 2 hereof, the
Company shall not be obligated to pay) or liens, charges, and security
interests created by the Company with respect to the issuance thereof.
(d) Reservation of Exercise Shares. At the time of or before
------------------------------
taking any action which would cause an adjustment pursuant to
Paragraph 6 hereof increasing the number of shares of capital stock
constituting the Exercise Shares, the Company will take any corporate
action which may, in the opinion of its counsel, be necessary in order
that the Company have remaining, after such adjustment, a number of
shares of such capital stock unissued and unreserved for other
purposes sufficient to permit the exercise of all the then outstanding
Warrants of like tenor immediately after such adjustment; the Company
will also from time to time take action to increase the authorized
amount of its capital stock constituting the Exercise Shares if at any
time the number of shares of capital stock authorized but remaining
unissued and unreserved for other purposes shall be insufficient to
permit the exercise of the Warrants then outstanding. The Company may
but shall not be required to reserve and keep available, out of the
aggregate of its authorized but unissued shares of capital stock, for
the purpose of enabling it to satisfy any obligation to issue Exercise
Shares upon exercise of Warrants, through the Termination Date, the
number of Exercise Shares deliverable upon the full exercise of this
Warrant and all other Warrants of like tenor then outstanding.
At the time of or before taking any action which would cause an
adjustment pursuant to Paragraph 6 hereof, reducing the Exercise Price
below the then par value (if any) of the Exercise Shares issuable upon
exercise of the Warrants, the Company will take any corporate action
which may, in the opinion of its counsel, be necessary in order to
assure that the par value per share of the Exercise Shares is at all
times equal to or less than the Exercise Price per share and so that
the Company may validly and legally issue fully paid and
non-assessable Exercise Shares at the Exercise Price, as so adjusted.
The Company will also from time to time take such action if at any
time the Exercise Price is below the then par value of the Exercise
Shares.
(e) Fractional Shares. The Company shall not be required to issue
-----------------
fractional shares of capital stock upon the exercise of this Warrant
or to deliver Warrant Certificates which evidence fractional shares of
capital stock. In the event that any fraction of an Exercise Share
would, except for the provisions of this subparagraph (e), be issuable
upon the exercise of this Warrant, the Company shall pay to the Holder
exercising the Warrant an amount in cash equal to such fraction
multiplied by the Current Market Value of the Exercise Share. For
purposes of this subparagraph (e), the Current Market Value shall be
determined as follows:
(i) if the Exercise Shares are traded on the over-the-counter
market and not on any national securities exchange and not on the
NASDAQ Reporting System, the average of the mean between the last bid
and asked prices per share, as reported by the National Quotation
Bureau, Inc., or an equivalent generally accepted reporting service,
for the last business day prior to the date on which this Warrant is
exercised, or if not so reported, the average of the closing bid and
asked prices for an Exercise Share as furnished to the Company by any
member of the National Association of Securities Dealers, Inc.,
selected by the Company for that purpose;
(ii) if the Exercise Shares are listed or traded on a national
securities exchange or on the NASDAQ National Market System, the
closing price on the principal national securities exchange on which
they are so listed or traded or on the NASDAQ National Market System,
as the case may be, on the last business day prior to the date of the
exercise of this Warrant. The closing price referred to in this clause
(ii) shall be the last reported sales price or, in case no such
reported sale takes place on such day, the average of the reported
closing bid and asked prices, in either case on the national
securities exchange on which the Exercise Shares are then listed or in
the NASDAQ Reporting System; or
(iii) if no such closing price or closing bid and asked prices
are available, as determined in any reasonable manner as may be
prescribed by the Board of Directors of the Company.
2. Payment of Taxes. The Company will pay all documentary stamp taxes,
----------------
if any, attributable to the initial issuance of Exercise Shares upon
the exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Exercise Shares in a name other
than that of the Holder of a Warrant Certificate surrendered upon the
exercise of a Warrant, and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.
3. Mutilated or Missing Warrant Certificates. In case any Warrant
-----------------------------------------
Certificate shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
in substitution for the Warrant Certificate lost, stolen or destroyed,
a new Warrant Certificate or Warrant Certificates of like tenor and in
the same aggregate denomination, but only (i) in the case of loss,
theft or destruction, upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Warrant Certificate
and indemnity or bond, if requested, also satisfactory to it; and (ii)
in the case of mutilation, upon surrender of the mutilated Warrant
Certificate. Applicants for such substitute Warrant Certificates shall
also comply with such other reasonable regulations and pay such other
reasonable charges as the Company or its counsel may prescribe.
4. Rights of Holder; No Impairment. The Holder shall not, by virtue of
-------------------------------
anything contained in this Warrant Certificate or otherwise, be
entitled to any right whatsoever, either in law or equity, of a
stockholder of the Company, including without limitation, the right to
receive dividends or to vote or to consent or to receive notice as a
shareholder in respect of the meetings of shareholders or the election
of directors of the Company or any other matter. The Company will not
amend its Certificate of Incorporation or participate in any
reorganization, consolidation, merger, dissolution, sale of assets or
similar voluntary action for the purpose of avoiding or seeking to
avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in carrying out
all such action as may be reasonably necessary in order to protect the
rights of the Holder of this Warrant against impairment.
5. Registration of Transfers and Exchanges. The Warrant shall be
---------------------------------------
transferable, subject to the provisions of Paragraph 7 hereof, only
upon the books of the Company if any, to be maintained by it for that
purpose, upon surrender of the Warrant Certificate to the Company at
its principal office accompanied (if so required by it) by a written
instrument or instruments of transfer in form satisfactory to the
Company and duly executed by the Holder thereof or by the duly
appointed legal representative thereof or by a duly authorized
attorney and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. In all cases of
transfer by an attorney, the original letter of attorney, duly
approved, or an official copy thereof, duly certified, shall be
deposited and remain with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced, and
may be required to be deposited and remain with the Company in its
discretion. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee named in such instrument
of transfer, and the surrendered Warrant Certificate shall be canceled
by the Company.
Any Warrant Certificate may be exchanged, at the option of the
Holders thereof and without change, when surrendered to the Company at
its principal office, or at the office of its transfer agent, if any,
for another Warrant Certificate or other Warrant Certificates of like
tenor and representing in the aggregate the right to purchase from the
Company a like number and kind of Exercise Shares as the Warrant
Certificate surrendered for exchange or transfer, and the Warrant
Certificate so surrendered shall be canceled by the Company or
transfer agent, as the case may be.
6. Adjustment of Exercise Shares and Exercise Price. The Exercise
------------------------------------------------
Price and the number and kind of Exercise Shares purchasable upon the
exercise of this Warrant shall be subject to adjustment from time to
time upon the happening of certain events as hereinafter provided. The
Exercise Price in effect at any time and the number and kind of
securities purchasable upon exercise of each Warrant shall be subject
to adjustment as follows:
(a) In the case the Company shall (i) pay a dividend or make a
distribution on its shares of Common Stock in shares of Common Stock;
(ii) subdivide or classify its outstanding Common Stock into a greater
number of shares; or (iii) combine or reclassify its outstanding
Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination
or reclassification shall be proportionally adjusted so that the
Holder of this Warrant exercised after such date shall be entitled to
receive the aggregate number and kind of shares which, if this Warrant
had been exercised by such Holder immediately prior to such date, he
would have owned upon such exercise and been entitled to receive upon
such dividend, subdivision, combination or reclassification. For
example, if the Company declares a 2 for 1 stock dividend or stock
split and the Exercise Price immediately prior to such event was $3.00
per share, the adjusted Exercise Price immediately after such event
would be $1.50 per share. Such adjustment shall be made successively
whenever any event listed above shall occur.
(b) In case the Company shall hereafter issue rights or warrants
to all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common
Stock) at a price (or having a conversion price per share) less than
the current market price of the Common Stock (as defined in
Subparagraph (d) below) on the record date mentioned below, the
Exercise Price shall be adjusted so that the same shall equal the
price determined by multiplying the Exercise Price in effect
immediately prior to the date of such issuance by a fraction, the
numerator of which shall be the sum of the number of shares of Common
Stock outstanding on the record date mentioned below and the number of
additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so offered (or the
aggregate conversion price of the convertible securities so offered)
would purchase at such current market price per share of the Common
Stock, and the denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such record date and the number
of additional shares of Common Stock offered for subscription or
purchase (or into which the convertible securities so offered are
convertible). Such adjustment shall be made successively whenever such
rights or warrants are issued and shall become effective immediately
after the record date for the determination of shareholders entitled
to receive such rights or warrants; and to the extent that shares of
Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or
warrants the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities
convertible into Common Stock) actually delivered.
(c) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subparagraphs (a) and (b) above, the
number of Exercise Shares purchasable upon exercise of this Warrant
shall simultaneously be adjusted by multiplying the number of Exercise
Shares initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the product
so obtained by the Exercise Price, as adjusted.
(d) For the purpose of any computation under Subparagraph (b)
above, the current market price per share of Common Stock at any date
shall be deemed to be the average of the daily closing prices for 30
consecutive business days before such date. The closing price for each
day shall be the last sale price regular way or, in case no such
reported sale takes place on such day, the average of the last
reported bid and lowest reported asked prices as reported by NASDAQ,
or other similar organization if NASDAQ is no longer reporting such
information, or if not so available, the fair market price as
determined by the Board of Directors.
(e) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least ten
cents ($0.10) in such price; provided, however, that any adjustments
which by reason of this Subparagraph (e) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations under this
Paragraph 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this
Paragraph 6 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Paragraph 6, as
it, in its sole discretion, shall determine to be advisable in order
that any dividend or distribution in shares of Common Stock,
subdivision, reclassification or combination of Common Stock, issuance
of warrants to purchase Common Stock or distribution of evidences of
indebtedness or other assets (excluding cash dividends) referred to
hereinabove in this Paragraph 6 hereafter made by the Company to the
holders of its Common Stock shall not result in any tax to the holders
of its Common Stock or securities convertible into Common Stock.
(f) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of
each Warrant to be mailed to the Holders, at their last addresses
appearing in the Warrant Register, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. The Company may
retain a firm of independent certified public accountants selected by
the Board of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Paragraph 6, and
a certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment.
(g) In the event that at any time, as a result of an adjustment
made pursuant to Subparagraph (a) above, the Holder of this Warrant
thereafter shall become entitled to receive any Exercise Shares of the
Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Subparagraphs (a) to (e), inclusive above.
(h) Irrespective of any adjustments in the Exercise Price or the
number or kind of Exercise Shares purchasable upon exercise of this
Warrant, Warrants theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in
the similar Warrants initially issuable pursuant to this Agreement.
(i) Whenever the Exercise Price shall be adjusted as required by
the provisions of the foregoing Paragraph, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts
requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing
such adjustment. Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder and the
Company shall, forthwith after each such adjustment, mail a copy by
certified mail of such certificate to the Holder.
7. Restrictions on Transferability; Restrictive Legend. Neither this
---------------------------------------------------
Warrant nor the Exercise Shares shall be transferable except in
accordance with the provisions of this paragraph.
(a) Restrictions on Transfer; Indemnification. Neither this
-----------------------------------------
Warrant nor any Exercise Share may be offered for sale or sold, or
otherwise transferred or sold in any transaction which would
constitute a sale thereof within the meaning of the Securities Act,
unless (i) such security has been registered for sale under the
Securities Act and registered or qualified under applicable state
securities laws relating to the offer and sale of securities; or (ii)
exemptions from the registration requirements of the Securities Act
and the registration or qualification requirements of all such state
securities laws are available and the Company shall have received an
opinion of counsel satisfactory to the Company that the proposed sale
or other disposition of such securities may be effected without
registration under the Securities Act and would not result in any
violation of any applicable state securities laws relating to the
registration or qualification of securities for sale, such counsel and
such opinion to be satisfactory to the Company.
The Holder agrees to indemnify and hold harmless the Company
against any loss, damage, claim or liability arising from the
disposition of this Warrant or any Exercise Share held by such holder
or any interest therein in violation of the provisions of this
Paragraph 7.
(b) Securities Purchase Agreement. This Warrant and the
-----------------------------
underlying shares of Common Stock are subject to the terms contained
within that certain Securities Purchase Agreement by and between the
Company and the Holder dated February 6, 1998.
(c) Restrictive Legends. Unless and until otherwise permitted by
-------------------
this Paragraph 7 or in the Agreement, this Warrant Certificate, each
Warrant Certificate issued to the Holder or to any transferee or
assignee of this Warrant Certificate, and each Certificate
representing Exercise Shares issued upon exercise of this Warrant or
to any transferee of the person to whom the Exercise Shares were
issued, shall bear a legend setting forth the requirements of
paragraph (a) of this Paragraph 7, together with such other legend or
legends as may otherwise be deemed necessary or appropriate by counsel
to the Company.
(d) Notice of Proposed Transfers. Prior to any transfer, offer to
----------------------------
transfer or attempted transfer of this Warrant or any Exercise Share,
the holder of such security shall give written notice to the Company
of such holder's intention to effect such transfer. Each such notice
shall (x) describe the manner and circumstances of the proposed
transfer in sufficient detail, and shall contain an undertaking by the
person giving such notice to furnish such other information as may be
required, to enable counsel to render the opinion referred to below,
and shall (y) designate the counsel for the person giving such notice,
such counsel to be satisfactory to the Company. The person giving such
notice shall submit a copy thereof to the counsel designated in such
notice and to the Company and the following provisions shall apply.
(i) If, in the opinion of such counsel, the proposed transfer of
this Warrant or Exercise Share, as appropriate, may be effected
pursuant to the terms of the Agreement of Sale and without
registration of such security under the Securities Act, and such
opinion and such counsel are acceptable to the Company, the Company
shall, as promptly as practicable, so notify the holder of such
security and such holder shall thereupon be entitled to transfer such
security in accordance with the terms of the notice delivered by such
holder to the Company. Each certificate evidencing the securities thus
to be transferred (and each certificate evidencing any untransferred
balance of the securities evidenced by such certificate) shall bear
the restrictive legends referred to in subparagraph (c) above, unless
in the opinion of such counsel such legend is not required in order to
insure compliance with the Securities Act and such opinion and such
counsel are acceptable to the Company.
(ii) If the opinion of such counsel is not acceptable to the
Company, the Company shall, as promptly as practicable, so notify the
holder thereof. However, the Company shall have no obligation to
register such securities under the Securities Act, except as otherwise
provided herein or in the Registration Rights Agreement.
The holder of the securities giving the notice under this
subparagraph (d) shall not be entitled to transfer any of the
securities until receipt of notice from the Company under paragraph
(i) of this subparagraph (d) or registration of such securities under
the Securities Act has become effective.
(e) Removal of Legend. The Company shall, at the request of any
-----------------
registered holder of a Warrant or Exercise Share, exchange the
certificate representing such security for a certificate representing
the same security not bearing the restrictive legend required by
subparagraph (c) if, in the opinion of counsel to the Company, such
restrictive legend is no longer necessary.
8. Notices. All notices or other communications under this Warrant
-------
Certificate shall be in writing and shall be deemed to have been given
if delivered by hand or mailed by certified mail, postage prepaid,
return receipt request, addressed as follows:
If to the Company:
Dominion Bridge Corporation
500 Notre Dame
Lachine, Quebec, Canada H8S 2B2
Attention: Michel L. Marengere
Chief Executive Officer
With a Copy to:
Joseph P. Galda, Esquire
Buchanan Ingersoll Professional Corporation
11 Penn Center - 14th Floor
1835 Market Street
Philadelphia, PA 19103-2985
if to the Holder:
American Eco Corporation
1101 Jones Road
Houston, TX 77070
Attention: Michael E. McGinnis
Chairman, President and CEO
With a Copy to:
Bruce A. Rich, Esquire
Reid & Priest LLP
40 West 57th Street
New York, NY 10019
Either of the Company or the Holder may from time to time change
the address to which notices to it are to be mailed hereunder by
notice in accordance with the provisions of this Paragraph 8.
Such notices and other communications shall for all purposes of
this Agreement be treated as being effective upon being delivered
personally or, if sent by mail, five (5) days after the same has been
deposited in a regularly maintained receptacle for the deposit of
United States mail, addressed as set forth above, and postage prepaid.
9. Registration Rights. The Holder shall be entitled to the
-------------------
registration rights set forth in that certain Registration Rights
Agreement dated as of even date herewith by and between the Company
and such Holder.
10. Supplements and Amendments. The Company may from time to time
--------------------------
supplement or amend this Warrant without the approval of any holders
of Warrants in order to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or inconsistent
with any other provision, or to make any other provisions in regard to
matters or questions herein arising hereunder which the Company may
deem necessary or desirable and which shall not materially adversely
affect the interests of the Holder.
11. Successors and Assigns. This Warrant shall inure to the benefit of
----------------------
and be binding on the respective successors, assigns and legal
representatives of the Holder and the Company.
12. Severability. If for any reason any provision, paragraph or term
------------
of this Warrant is held to be invalid or unenforceable, all other
valid provisions herein shall remain in full force and effect and all
terms, provisions and paragraphs of this Warrant shall be deemed to be
severable.
13. Governing Law. This Warrant shall be deemed to be a contract made
-------------
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of said State.
14. Headings. Paragraph and subparagraph headings, used herein are
--------
included herein for convenience of reference only shall not affect the
construction of this Warrant nor constitute a part of this Warrant for
any other purpose.
IN WITNESS WHEREOF, the Company has caused these presents to be
duly executed the day and year defined herein as the "Commencement
Date."
DOMINION BRIDGE CORPORATION
By: /s/ Michel L. Marengere
-------------------------
Michel L. Marengere
Chairman and Chief Executive Officer
APPENDIX A
----------
NOTICE OF WARRANT EXERCISE
--------------------------
Pursuant to a Warrant by and between the undersigned and DOMINION
BRIDGE CORPORATION, a Delaware corporation (the "Company"), dated as
of February 20, 1998, and subject to the vesting periods set forth
therein, the undersigned hereby irrevocably elects to exercise its
warrant to the extent of purchasing ______________ shares of Common
Stock, $.001 par value per share (the "Exercise Shares"), of the
Company as provided for therein.
The undersigned hereby represents and agrees that the Exercise
Shares purchased pursuant hereto are being purchased for investment
and not with a view to the distribution or resale thereof, and that
the undersigned understands that said Exercise Shares have not been
registered under the Securities Act of 1933, as amended.
Payment of the full Purchase Price of the Exercise Shares is
enclosed herewith, in the form of a check made payable to the Company.
The undersigned requests that a certificate for the Exercise
Shares be issued in the name of:
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------------------------------------------------
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(Please print name, address and social security number)
Dated:________________________________________, ______
Address:______________________________________________
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Signature:_____________________________________________