Exhibit 10.57
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT
TO THE CONDITIONS SPECIFIED IN SECTION 3.3 OF THE WARRANT AGREEMENT
DATED AS OF OCTOBER 25, 2004, AS AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, BETWEEN THE ISSUER OF THESE SECURITIES AND THE INITIAL
HOLDER NAMED THEREIN. NO TRANSFER OF THESE SECURITIES SHALL BE
VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A
COPY OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT
THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND
BY THE PROVISIONS OF THE WARRANT AGREEMENT.
PW EAGLE, INC.
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No. W-1
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Warrant to Purchase
209,515 Shares
of Common Stock
October 25, 2004
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COMMON STOCK PURCHASE
WARRANT
THIS CERTIFIES that, for value
received, Churchill Capital Partners IV, L.P., a Delaware limited
partnership (the “ Holder ”), or assigns,
is entitled to purchase from PW Eagle, Inc., a Minnesota
corporation (the “ Company ”), 209,515
shares of the Common Stock, $.01 par value per share (the “
Common Stock ”), of the Company, at the price
(the “ Exercise Price ”) of $.01 per
share, at any time or from time to time during the period
commencing on the Exercisability Date and ending at the Expiration
Time.
This Warrant has been issued
pursuant to the Warrant Agreement (as amended or supplemented from
time to time, the “ Warrant Agreement ”)
dated as of October 25, 2004, between the Company and the Initial
Holder named therein, and is subject to the terms and conditions,
and the Holder is entitled to the benefits, thereof, including
without limitation provisions (i) for adjusting the number of
Warrant Shares issuable upon the exercise or exchange hereof and
the Exercise Price to be paid upon such exercise, (ii) providing
for certain “put” rights, and (iii) providing certain
information and other rights. A copy of the Warrant Agreement is on
file and may be inspected at the principal executive office of the
Company. The Holder of this certificate, by acceptance of this
certificate, agrees to be bound
by the provisions of the Warrant Agreement.
Capitalized terms used but not defined herein shall have the
meanings given to them in the Warrant Agreement.
SECTION 1. Exercise of
Warrant . On any Business Day on or after the Exercisability
Date but at or prior to the Expiration Time, the Holder may
exercise this Warrant, in whole or in part, by delivering to the
Company this Warrant accompanied by a properly completed Exercise
Form in the form of Annex A and a check or wire
transfer in an aggregate amount equal to the product obtained by
multiplying (a) the Exercise Price, by (b) the number of Warrant
Shares being purchased. Any partial exercise of a Warrant shall be
for a whole number of Warrant Shares only.
SECTION 2. Exercise Price and
Warrant Shares . The Exercise Price and the number of
W
