NON-COMPETITION AGREEMENTNon-Competition Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments
WHEREAS Symmetry, Acquistionco and the Company entered into an arrangement agreement dated the date hereof (the “Arrangement Agreement”) in contemplation of a statutory plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act on the terms and subject to the conditions set out in the Arrangement Agreement;
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
Subject to the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of closing (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, up to 1,875,000 units (the “Units” and each, a “Unit”), each Unit consisting of (a) one share of common stock, par value $.0001 per share (the “Shares” and each, a “Share”), and (b) one warrant (the “Warrants” and each, a “Warrant”), each Warrant to purchase one Share at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
Subject to the terms and conditions set forth herein, the undersigned limited partnership hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of the first public announcement (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, 787,402 warrants (the “Warrants”) to purchase shares of common stock, par value $.0001 per share, of the Company, at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement dated as of March 5, 2007 (the “Warrant Agreement”) between the Company and Continental Stock Transfer & Trust C
LOCK-UP AGREEMENTUp Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments
This Agreement sets out the terms and conditions of the several agreements of each Shareholder to (i) support the Arrangement or any Alternative Transaction, (ii) vote or cause to be voted all of the Shareholder Securities (as defined below) and all Subsequently Acquired Shareholder Securities (as defined below) in favour of the Arrangement Resolution or in support of any Alternative Transaction, and (iii) comply with the restrictions, obligations and covenants of a Shareholder set forth herein. The Shareholders and the Company have also agreed to enter into certain agreements to be dated as of the Effective Time in respect of the Asset Sales and the Sale Leaseback Transaction (as such terms are defined in the Arrangement Agreement).
