REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT made and entered into as of
this 20th of February, 1998, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and American Eco
Corporation, an Ontario, Canada corporation ("Investor").
BACKGROUND
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Pursuant to a Securities Purchase Agreement dated February
20, 1998 (the "Purchase Agreement"), by and between the Company and
Investor, the Company has agreed to issue to Investor shares of its
Common Stock, par value $.001 per share ("Common Stock"), and
Warrants, (each, a "Warrant") to purchase shares of its Common Stock.
In order to induce Investor and the Company to enter into
the foregoing transaction, the Company has agreed to provide Investor
with the rights set forth in this Agreement.
ARTICLE 1. CERTAIN DEFINITIONS.
In addition to the other terms defined in this Agreement,
the following terms shall be defined as follows:
"Brokers' Transactions" has the meaning ascribed to such
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term pursuant to Rule 144 under the Securities Act.
"Business Day" means any day on which the New York Stock
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Exchange ("NYSE") is open for trading.
"Common Stock" means any outstanding shares of Common Stock
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of the Company, as well as any Shares issuable upon the exercise of
the Warrants.
"Company" means Dominion Bridge Corporation, a Delaware
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corporation.
"Demand Registrations" mean all registrations of Registrable
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Securities covered by Section 2(a).
"Exchange Act" means the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the SEC thereunder, all as
the same shall be in effect at the relevant time.
"Holder" means American Eco Corporation for so long as (and
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to the extent that) it owns any Registrable Securities, and each of
its successors, assigns, and direct and indirect transferees who
become registered owners of Registrable Securities or securities
exercisable, exchangeable or convertible into Registrable Securities.
"Outstanding" means with respect to any securities as of any
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date, all such securities therefore issued, except any such securities
therefore canceled or held by the Company or any successor thereto
whether in its treasury or not) or any affiliate of the Company or any
successor thereto shall not be deemed "Outstanding" for the purpose of
this Agreement.
"Person" means an individual, a partnership (general or
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limited), corporation, limited liability company, joint venture,
business trust, cooperative, association or other form of business
organization, whether or not regarded as a legal entity under
applicable law, a trust (inter vivos or testamentary), an estate of a
deceased, insane or incompetent person, a quasi-governmental entity, a
government or any agency, authority, political subdivision or other
instrumentality thereof, or any other entity.
"Registrable Security(ies)" means the Common Stock issued to
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the Investor pursuant to the Purchase Agreement and all or any
portions of any shares of Common Stock that may be issued upon the
exercise of the Warrants, and any additional shares of Common Stock or
other equity securities of the Company issued or issuable after the
date hereof in respect of any such securities (or other equity
securities issued in respect thereof) by way of a stock dividend or
stock split, in connection with a combination, exchange,
reorganization, recapitalization or reclassification of Company
securities, or pursuant to a merger, division, consolidation or other
similar business transaction or combination involving the Company;
provided that: as to any particular Registrable Securities, such
securities shall cease to constitute Registrable Securities (i) when a
registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such
securities shall have been disposed of thereunder, or (ii) when and to
the extent such securities are permitted to be publicly sold pursuant
to Rule 144 (or any successor provision to such Rule) under the
Securities Act or are otherwise freely transferable to the public
without further registration under the Securities Act, or (iii) when
such securities shall have ceased to be Outstanding and, in the case
of clause (ii), the Company shall, if requested by the Holder or
Holders thereof, have delivered to such Holder or Holders the written
opinion of independent counsel to the Company to such effect. Any time
this Agreement requires the vote or consent of the Holder of a
"majority" or other stated percentage of the Registrable Securities,
the term Registrable Securities shall, solely for purposes of
calculating such vote, be deemed to include the Registrable Securities
then issuable under the Warrant and any other securities exercisable
or exchangeable for, or convertible into, Registrable Securities.
"Registration Expenses" means all expenses incident to the
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Company's performance of or compliance with the registration
requirements set forth in this Agreement including, without
limitation, the following: (i) the fees, disbursements and expenses of
the Company's counsel(s), accountants, and experts in connection with
the registration under the Securities Act of Registrable Securities;
(ii) all expenses in connection with the preparation, printing and
filing of the registration statement, any preliminary prospectus or
final prospectus, any other offering documents and amendments and
supplements thereto, and the mailing and delivery of copies thereof to
the underwriters and dealers, if any; (iii) the cost of printing or
producing any agreement(s) among underwriters, underwriting
agreement(s) and blue sky or legal investment memoranda, any selling
agreements, and any other documents in connection with the offering,
sale or delivery of Registrable Securities to be disposed of; (iv) any
other expenses in connection with the qualification of Registrable
Securities for offer and sale under state securities laws, including
the fees and disbursements of counsel for the underwriters in
connection with such qualification and in connection with any blue sky
and legal investment surveys; (v) the filing fees incident to securing
any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of Registrable Securities to be disposed
of and any blue sky registration or filing fees, and (vi) the fees and
expenses incurred in connection with the listing of Registrable
Securities on each securities exchange (or NASDAQ National Market
System) on which Company securities of the same class are then listed;
provided, however, that Registration Expenses with respect to any
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registration pursuant to this Agreement shall not include (x) expenses
of any Holder's counsel, or (y) any underwriting discounts or
commissions attributable to Registrable Securities, each of which
shall be borne by the Holder.
"SEC" means the United States Securities and Exchange
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Commission, or such other federal agency at the time having the
principal responsibility for administering the Securities Act.
"Securities Act" means the Securities Act or 1933, as
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amended, and the rules and regulations of the SEC thereunder, all as
the same shall be in effect at the relevant time.
ARTICLE 2. DEMAND REGISTRATION.
(a) Commencing after March 31, 1998, Holder or Holders may
request at any time (by written notice delivered to the Company) that
the Company register under the Securities Act all or any portion of
the Registrable Securities held by (or then issuable to) such Holder
or Holders (the "Requesting Holders") for sale in the manner specified
in such notice. In each such case, such notice shall specify the
number of Registrable Securities for which registration is requested,
the proposed manner of disposition of such securities, and the minimum
price per share at which the Requesting Holders would be willing to
sell such securities in an underwritten offering. The Company shall,
within five (5) Business Days after its receipt of any Requesting
Holders' notice under this Section 2(a) give written notice of such
request to all other Holders of Registrable Securities and afford them
the opportunity of including in the requested registration statement
such of their Registrable Securities as they shall specify in a
written notice given to the Company within twenty (20) days after
their receipt of the Company's notice. Within ten (10) Business Days
after the expiration of such twenty (20) day period, the Company shall
notify all Holders requesting registration of (A) the aggregate number
of Registrable Securities proposed to be registered by all Holders,
(B) the proposed filing date of the registration statement, and (C)
such other information concerning the offering as any Holder may have
reasonably requested. If the Holders of a majority in aggregate amount
of the Registrable Securities to be included in such offering shall
have requested that such offering be underwritten, the managing
underwriter for such offering shall be chosen by the holders of a
majority in aggregate amount of the Registrable Securities being
registered, with the consent of the Company, which consent shall not
be unreasonably withheld, not less than thirty-five (35) days prior to
the proposed filing date stated in the Company's notice, and the
Company shall thereupon promptly notify such Holders as to the
identity of the managing underwriter, if any, for the offering. On or
before the 30th day prior to such anticipated filing date, any Holder
may give written notice to the Company and the managing underwriter
specifying either that (A) Registrable Securities of such Holder are
to be included in the underwriting, on the same terms and conditions
as the securities otherwise being sold through the underwriters under
such registration or (B) such Registrable Securities are to be
registered pursuant to such registration statement and sold in the
open market without any underwriting, on terms and conditions
comparable to those normally applicable to offerings in reasonably
similar circumstances, regardless of the method of disposition
originally specified in Holder's request for registration.
(b) Company shall use its best efforts to file with the SEC
within ninety (90) days after the Company's receipt of the initial
Requesting Holders' written notice pursuant to Section 2(a), a
registration statement for the public offering and sale, in accordance
with the method of disposition specified by such Holders, of the
number of Registrable Securities specified in such notice, and
thereafter use its best efforts to cause such registration statement
to become effective as quickly thereafter as is practicable, provided
that the Company may delay the filing of such registration statement
for up to an additional sixty (60) days if the Company determines that
such a delay is necessary either: (i) to obtain additional financial
statements for inclusion in such registration statement as a result of
an acquisition or probable acquisition of a "significant subsidiary"
as such term is defined by the SEC in Regulation S-X; or (ii) in order
to complete or otherwise bring to fruition a material business
combination or proposed material corporate transaction which in a
pending status would render difficult the completion of a registration
statement in accordance with applicable SEC regulations. Such
registration statement may be on Form S-1 or another appropriate form
(including Form S-3) that the Company is eligible to use.
(c) The Company shall not have any obligation hereunder to
register any Registrable Securities under Section 2(a) unless it shall
have received requests from Holders to register at least 40% of the
total Registrable Securities. Further, the Holder(s) shall only have
the right to exercise their rights of demand under this Section 2(a)
on two occasions in which the registration statement is declared
effective.
(d) Notwithstanding anything to the contrary contained
herein, the Company's obligation in Section 2(a) above shall extend
only to the inclusion of the Registrable Securities in a registration
statement filed under the Securities Act. The Company shall have no
obligation to assure the terms and conditions of distribution, to
obtain a commitment from an underwriter relative to the sale of the
Registrable Securities or to otherwise assume any responsibility for
the manner, price or terms of the distribution of the Registrable
Securities.
(e) The Company shall not be obligated to effect any Demand
Registration within 180 days after the effective date of a previous
underwritten Demand Registration or a previous registration in which
the Holders of Registrable Securities were given piggyback rights
pursuant to Section 3 and in which there was no reduction in the
number of Registrable Securities requested to be included. The Company
may postpone once for up to three months and once for up to six months
the filing or the effectiveness of a registration statement for a
Demand Registration if the Company determines that such Demand
Registration would reasonably be expected to have an adverse effect on
any proposal or plan by the Company or any of its subsidiaries to
engage in any financing, acquisition of assets or any merger,
consolidation, tender offer or other similar transaction; provided
that in such event, the Holders of Registrable Securities initially
requesting such Demand Registration shall be entitled to withdraw such
request and, if such request is withdrawn, such Demand Registration
shall not count as one of the Demand Registrations permitted to
Holders of Registrable Securities hereunder and the Company shall pay
all Registration Expenses in connection with such registration; and
provided further that the Company may exercise such right only once in
any 12-month period.
ARTICLE 3. PIGGYBACK REGISTRATIONS.
(a) Right to Piggyback. If at any time after March 31, 1998,
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the Company proposes to file a registration statement under the
Securities Act (except with respect to registration statements on
Forms S-4, S-8, or any other form not available for registering the
Registrable Securities for sale to the public), with respect to an
offering of Common Stock for its own account or for the account of
another person, then the Company shall in each case give written
notice of such proposed filing to the Holders of Registrable
Securities at least 45 days before the anticipated filing date of the
registration statement with respect thereto (the "Piggyback
Registration"), and shall, subject to Section 3(b) and 3(c) below,
include in such Piggyback Registration such amount of Registrable
Securities as each such Holder may request within 20 days of the
receipt of such notice.
(b) Priority on Primary Registrations. If a Piggyback
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Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in
an orderly manner in such offering within a price range acceptable to
the Company, the Company shall include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration
to the extent that the number of shares to be registered will not, in
the opinion of the managing underwriters, adversely affect the
offering of the securities pursuant to clause (i), pro rata among the
Holders of such Registrable Securities on the basis of the number of
shares owned by such Holder and (iii) third, provided that all
Registrable Securities requested to be included in the registration
statement have been so included, any other securities requested to be
included in such registration.
(c) Priority on Secondary Registrations. If a Piggyback
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Registration is an underwritten secondary registration on behalf of
holders of the Company's securities other than the Holders of
Registrable Securities, and the managing underwriters advise the
Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which
can be sold in an orderly manner in such offering within a price range
acceptable to the holders initially requesting such registration, the
Company shall include in such registration (i) first, the securities
requested to be included therein by the holders requesting such
registration, (ii) second, the Registrable Securities requested to be
included in such registration, to the extent that the number of shares
to be registered will not, in the opinion of the managing
underwriters, adversely affect the offering of the securities pursuant
to clause (i), pro rata among the Holders of such securities on the
basis of the number of shares so requested to be included therein
owned by each such Holder, and (iii) third, other securities requested
to be included in such registration.
ARTICLE 4. HOLDBACK AGREEMENTS.
(a) Each Holder of Registrable Securities shall not effect
any public sale or distribution (including sales pursuant to Rule 144)
of equity securities of the Company, or any securities convertible
into or exchangeable or exercisable for such securities, during the 10
days prior to and the 120-day period beginning on the effective date
of any underwritten primary registration undertaken by the Company
(except as part of such underwritten registration), unless the
underwriters managing the registered public offering otherwise agree.
(b) The Company (i) shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the 30 days prior to and
during the 120-day period beginning on the effective date of any underwritten
Demand Registration on behalf of the Holders of Registrable Securities (except
as part of such underwritten registration or pursuant to registrations on Form
S-8 or S-4 or any successor form), unless the underwriters managing the
registered public offering otherwise agree.
ARTICLE 5. REGISTRATION PROCEDURES.
Whenever the Holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to
this Agreement, the Company shall use its best efforts to effect the
registration of the resale of such Registrable Securities and pursuant
thereto the Company shall as soon as practicable:
(a) prepare and file with the SEC a registration statement
with respect to the resale of such Registrable Securities and use its
best efforts to cause such registration statement to become effective
(provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to
the counsel selected by the Holders of a majority of the Registrable
Securities covered by such registration statement copies of all such
documents proposed to be filed, which documents shall be subject to
the review and consent of such counsel);
(b) notify each Holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for
a period of not less than 180 days and comply with the provisions of
the Securities Act with respect to the disposition of all securities
covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and such other
documents as such seller may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of
such jurisdictions as any Holder reasonably requests and do any and
all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition of the
Registrable Securities owned by the sellers in such jurisdictions
(provided that the Company shall 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, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent
to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on
each securities exchange or trading system on which similar securities
issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such
registration statement;
(h) enter into such customary underwriting agreements
(containing terms acceptable to the Company) as the Holders of a
majority of the Registrable Securities being sold or the underwriters,
if any, reasonably request; and
(i) make available for inspection during normal business
hours by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any
such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the
Company's officers, directors, employees and independent accountants
to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such
registration statement.
ARTICLE 6. REGISTRATION EXPENSES.
All Registration Expenses in connection with any of the
registration events identified within this Agreement shall be borne by
the Company. All other expenses shall be borne by the Holders.
ARTICLE 7 INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted
by law, each Holder of Registrable Securities, its officers and
directors and each Person who controls such Holder (within the meaning
of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue statement of material
fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto
or any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information
furnished to the Company by such Holder for use therein or by such
Holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company
has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company shall
provide reasonable and customary indemnification to such underwriters,
their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the
Holders of Registrable Securities.
(b) In connection with any registration statement in which a
Holder of Registrable Securities is participating, each such Holder
shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection
with any such registration statement or prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning
of the Securities Act) against any losses, claims,. damages,
liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement,
prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so
furnished by such Holder.
(c) Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any Person's right to
indemnification hereunder to the extent such failure has not
prejudiced the indemnifying party) and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be
subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director
or controlling Person of such indemnified party and shall survive the
transfer of securities. The Company also agrees to make such
provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company's indemnification
is unavailable for any reason.
ARTICLE 8 OBLIGATION OF HOLDERS.
(a) In connection with each registration hereunder, each
selling Holder will furnish to the Company in writing such information
with respect to such seller and the securities held by such seller,
and the proposed distribution by them as shall be reasonably requested
by the Company in order to assure compliance with federal and
applicable state securities laws, as a condition precedent to
including such seller's Registrable Securities in the registration
statement. Each selling Holder also shall agree to promptly notify the
Company of any changes in such information included in the
registration statement or prospectus as a result of which there is an
untrue statement of material fact or an omission to state any material
fact required or necessary to be stated therein in order to make the
statements contained therein not misleading in light of the
circumstances then existing.
(b) In connection with each registration pursuant to this
Agreement, the Holders included therein will not effect sales thereof
until notified by the Company of the effectiveness of the registration
statement, and thereafter will suspend such sales after receipt of
telegraphic or written notice from the Company to suspend sales to
permit the Company to correct or update a registration statement or
prospectus. At the end of any period during which the Company is
obligated to keep a registration statement current, the Holders
included in said registration statement shall discontinue sales of
shares pursuant to such registration statement upon receipt of notice
from the Company of its intention to remove from registration the
shares covered by such registration statement which remain unsold, and
such Holders shall notify the Company of the number of shares
registered which remain unsold immediately upon receipt of such notice
from the Company.
ARTICLE 9 INFORMATION BLACKOUT.
(a) At any time when a registration statement effected
pursuant to this Agreement relating to Registrable Securities is
effective, upon written notice from the Company to the Holders that
the Company has determined in good faith that sale of Registrable
Securities pursuant to the registration statement would require
disclosure of non-public material information not otherwise required
to be disclosed under applicable law (an "Information Blackout"), all
Holders shall suspend sales of Registrable Securities pursuant to such
registration statement until the earlier of:
(i) thirty (30) days after the Company makes such good
faith determination; and
(ii) such time as the Company notifies the Holders that
such material information has been disclosed to the public or has
ceased to be material or that sales pursuant to such registration
statement may otherwise be resumed (the number of days from such
suspension of sales by the Holders until the day when such sale may be
resumed hereunder is hereinafter called a "Sales Blackout Period").
(b) Notwithstanding the foregoing, there shall be no more
than two (2) Information Blackouts during the term of this Agreement
and no Sales Blackout Period shall continue for more than thirty (30)
consecutive days.
ARTICLE 10 MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware without
regard to that state's conflict of laws provisions.
(b) Counterparts. This Agreement may be signed in
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counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
(c) Amendments and Waivers. Except as otherwise provided
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herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the written consent of the
Company and the Holders.
(d) Notices. All communications under this Agreement shall
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be sufficiently given if delivered by hand or by overnight courier or
mailed by registered or certified mail, postage prepaid, addressed,
(i) if to the Company, to:
Dominion Bridge Corporation
500 rue Notre Dame
Lachine, Quebec, Canada H8S 2B2
Attention: Chairman
with a copy to:
Joseph P. Galda, Esquire
Buchanan Ingersoll Professional Corporation
11 Penn Center, 14th Floor
1835 Market Street
Philadelphia, PA 19103
or, in the case of the Holders, at such address as each such Holder
shall have furnished in writing to the Company; or at such other
address as any of the parties shall have furnished in writing to the
other parties hereto.
(e) Headings. The headings in this Agreement are for
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convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(f) Entire Agreement; Survival; Termination. This Agreement
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is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.
IN WITNESS WHEREOF, intending to be legally bound hereby,
the parties have executed this Agreement as of the date first written
above.
DOMINION BRIDGE CORPORATION
By: /s/ Michel L. Marengere
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Name: Michel L. Marengere
Title: Chairman and CEO
HOLDER:
AMERICAN ECO CORPORATION
BY: /s/ Michael E. McGinnis
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Name: Michael E. McGinnis
Title: Chairman, President,
and CEO
NOTICE SCHEDULE:
List of Holders:
American Eco Corporation