EXHIBIT 4.5
WARRANT AGREEMENT AMENDMENT
dated as of June 21, 2007 (this “
Amendment ”),
between Symmetry Holdings Inc., a Delaware corporation (the
“ Company ”), and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY , as warrant
agent (the “ Warrant
Agent ”).
WITNESSETH :
WHEREAS , the parties
hereto previously entered into that certain WARRANT AGREEMENT dated as of March
5, 2007 (the “ Agreement
”; capitalized terms used without definition
herein shall have the meanings given to them in the Agreement),
pursuant to which the Company engaged the Warrant Agent to act on
behalf of the Company in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the
Warrants, and provided for the form and provisions of the Warrants,
the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights and immunities of the
Company, the Warrant Agent and the holders of the
Warrants.
WHEREAS , on June 21,
2007, (a) Playford Holdings, Ltd. subscribed for and purchased from
the Company 787,402 Warrants of the Company, each Warrant
consisting of one warrant to purchase one share of common stock,
par value $0.001 per share (“ Common
Stock ”), of the Company, which
warrants will expire on June 21, 2011 (the “
June 2007 Warrants ”), pursuant to a warrant subscription agreement, and (b)
Gilbert E. Playford entered into a unit subscription agreement
pursuant to which he subscribed for and agreed to purchase,
simultaneous with and on the date of closing (the “
Closing Date ”)
of the Company’s acquisition of Novamerican Steel Inc., up to
1,875,000 Units (the “ Fall 2007
Units ”), each Fall 2007 Unit
consisting of (a) one share of Common Stock and (b) one Warrant,
each Warrant to purchase one share of Common Stock at an exercise
price of $5.50 per share (subject to adjustment), which warrants
will expire four years after issuance (i.e., four years after the
Closing Date).
WHEREAS , the 1,875,000
Warrants included in the Fall 2007 Units are referred to herein as
the “ Fall 2007 Warrants
”, and the Fall 2007 Warrants and the June
2007 Warrants are referred to collectively herein as the
“ New Warrants
”.
WHEREAS , pursuant to
the terms of the unit subscription agreement, Mr. Playford is
permitted to assign his rights to subscribe for all or part of the
Fall 2007 Warrants.
WHEREAS , the
partie
