ASSIGNMENT FORM Clause Samples

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

ASSIGNMENT FORM. If you the holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to ________________________________________________________________________________ (Insert assignee's social security or tax ID number)____________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint ________________________________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for such agent.

ASSIGNMENT FORM. FOR VALUE RECEIVED, _______________________________________ hereby sells, assigns and transfer unto:

ASSIGNMENT FORM. If you, as Holder of this Security, want to assign this Security, fill in the form below: I or we assign and transfer this Security to: and irrevocably appoint: as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him/her. Date: Your signature: (Your signature must correspond with the name as it appears upon the face of this Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee) Signature Guarantee:

ASSIGNMENT FORM. (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is _______________________________________________________________. _______________________________________________________________ Dated: ______________, _______ Holder’s Signature: _____________________________ Holder’s Address: _____________________________ _____________________________ Signature Guaranteed: ___________________________________________

ASSIGNMENT FORM. If you the Holder want to assign this Security, fill in the form below: and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: Your signature: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

ASSIGNMENT FORM. (To assign the foregoing note, execute this form and supply required information. Do not use this form to exercise the note.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to , whose address is . Dated: Holder’s Signature: Holder’s Address: Signature Guaranteed:

ASSIGNMENT FORM. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Address: Dated: __________, 20__ Signature: Holder’s Address:

ASSIGNMENT FORM. To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- For Value Received, the Undersigned registered holder hereby sells, assigns and transfers unto _______________________ the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, and does hereby irrevocably constitute and appoint ___________________________ as Attorney to transfer the said Warrant on the books of the Company (as defined in said Warrant), with full power of substitution. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- Signed in the presence of ------------------------------- SUBSCRIPTION FORM To Be Executed by the Registered Holder Desiring to Transfer the Within Warrant of ----------------------------------- The undersigned registered holder hereby exercises the right to purchase ______ shares of the Nonvoting Common Stock covered by the within Warrant, according to the conditions thereof, and herewith makes payment of the Purchase Price of such shares, $____________. Name of Registered Holder: --------------------------------------- Signature: --------------------------------------- Title of Signing Officer --------------------------------------- or Agent (if any): Address of Registered Holder: --------------------------------------- --------------------------------------- Dated: ------------------------- 84 EXHIBIT A-3 NONVOTING WARRANT FOR 295,455 NONVOTING WARRANT SHARES THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WERE PURCHASED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 14, 1999, BETWEEN KEVCO, INC. AND WING▇▇▇ ▇▇▇TNERS II, L.P. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AN...