EXHIBIT
10.6.1




FORM
OF WARRANT


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS
APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.





NORTH
AMERICAN GALVANIZING & COATINGS, INC.





Warrant
To Purchase Common Stock





Warrant
No.: [__]


Number of
Shares of Common Stock: [_______]


Date of
Issuance: [______], 2009
(“Issuance
Date”)





North
American Galvanizing & Coatings, Inc., a Delaware corporation (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [_____________________], the
registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon surrender of this Warrant to
Purchase Common Stock (including any Warrants to Purchase Common Stock issued in
exchange, transfer or replacement hereof, the “Warrant”), at any time or
times on or after the Issuance Date, but not after 11:59 p.m., Tulsa,
Oklahomatime, on
the Expiration Date (as defined below), fully paid nonassessable shares of
Common Stock (as defined below)(the “Warrant Shares”) free from all
liens and charges with respect to the issuance thereof.  Except as
otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in Section 14.  This Warrant is one of the Warrants
(as defined in the Company’s Confidential Private Placement Memorandum dated
July 2009) to purchase Common Stock (the “PIPE Warrants”) issued as a
portion of the Units (as defined below) offered and sold in the PIPE Offering
(as defined below) pursuant to the Subscription and Suitability Agreement
accepted by the Company on [_______], 2009, (the “Subscription Date”) by and
among the Company and Holder (the “Subscription and Suitability
Agreement”).







1.  EXERCISE OF
WARRANT.




(a)  Mechanics of
Exercise.  Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder on any day on or after the Issuance Date,
in whole or in part, by delivery of a written notice in the form attached hereto
as Exhibit B
(the “Exercise Notice”),
of the Holder’s election to exercise this Warrant and payment to the Company of
an amount equal to the applicable Exercise Price multiplied by the number of
Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in
cash or wire transfer of immediately available funds.  The Holder
shall not be required to deliver the original Warrant in order to effect an
exercise hereunder.  Execution and delivery of the Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect
as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares.  On or
before the second (2nd)Business Day following
the date on which the Company has received each of the Exercise Notice and
confirmation from the Company’s bank that the Aggregate Exercise Price has been
paid (the “Exercise Delivery
Documents”), the Company shall transmit by facsimile an acknowledgment of
confirmation of receipt of the Exercise Delivery Documents to the Holder and the
transfer agent then used by the Company (the “Transfer
Agent”).  On or before the fifth (5th)
Business Day following the date on which the Company has received all of the
Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit Withdrawal Agent
Commission system; provided that such shares of Common Stock credited to the DTC
account shall not be registered under the Securities Act of 1933, as amended
(the “Securities Act”)
or any state securities laws and shall be subject to significant transfer
restrictions, and a notation shall be placed on such DTC account indicating that
such shares are not registered under the Securities Act or any state securities
laws and are subject to significant transfer restrictions, or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such
exercise; provided that the shares of Common Stock evidenced by such certificate
shall not be registered under the Securities Act or any state securities laws
and shall be subject to significant transfer restrictions, and a legend shall be
placed on such certificate indicating that such shares are not registered under
the Securities Act or any state securities laws and are subject to significant
transfer restrictions.  If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of
Warrant Shares being acquired upon an exercise, then the Company shall as soon
as practicable and in no event later than five (5) Business Days after any
exercise and at its own expense, issue a new Warrant (in accordance with Section
6(d)) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is
exercised.  No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of Common Stock to
be issued shall be rounded down to the nearest whole number and the portion of
the Exercise Price paid with respect to any such fractional shares shall be
returned to Holder.








2


(b)  Exercise
Price.  For purposes of this Warrant, “Exercise Price” means $[___], subject to adjustment
as provided herein.




(c)  Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 11.




(d)  Warrant Shares Not
Registered.  The Warrant Shares shall not be registered under
the Securities Act or any state securities laws unless the Company, in its sole
discretion, chooses to register the Warrant Shares.  The Warrant
Shares may not be offered, sold, pledged, assigned or otherwise transferred
unless (1) a registration statement with respect thereto is effective under the
Securities Act and any applicable state securities laws, or (2) Holder receives
approval of such transfer from the Company.  In all cases, Company
approval of transfer shall not be granted unless the Holder provides to Company
an opinion of counsel, which counsel and opinion are satisfactory to the
Company, that none of the offer, sale, pledge, assignment or other transfer of
such Warrant Shares will result in any violation of the applicable securities
laws.  In the event of any permitted transfer of Warrant Shares, the
transferring party will be responsible for paying the Company’s cost of transfer
of any such Warrant Shares, including any transfer agent costs and the Company’s
legal fees associated with considering and/or effecting the proposed transfer of
such Warrant Shares.




2.  ADJUSTMENT OF EXERCISE PRICE
AND NUMBER OF WARRANT SHARES.   If the Company at any time
on or after the Subscription Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of Warrant Shares will be proportionately increased.  If
the Company at any time on or after the Subscription Date combines (by
combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately
decreased.  Any adjustment under this Section 2 shall become effective
at the close of business on the date the subdivision or combination becomes
effective.




3.  FUNDAMENTAL
TRANSACTIONS. The Company shall not enter into or be party to a
Fundamental Transaction unless (i)  the Successor Entity assumes in writing
all of the obligations of the Company under this Warrant in accordance with the
provisions of this Section (3) prior to such Fundamental Transaction, including
agreements to deliver to each holder of Warrants in exchange for such Warrants a
security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, an
adjusted exercise price equal to the value for the shares of Common Stock
reflected by the terms of such Fundamental Transaction, and exercisable for a
corresponding number of shares of capital stock equivalent to the shares of
Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction and (ii) (I) the Successor Entity (or its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or
listed for trading on an Eligible Market or (II) the Successor Entity is a
private company and the consideration paid in such Fundamental





3


Transaction
is solely cash consideration.  Upon the occurrence of any Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of
this Warrant referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Warrant with the same effect as
if such Successor Entity had been named as the Company herein.  Upon
consummation of the Fundamental Transaction, the Successor Entity shall deliver
to the Holder confirmation that there shall be issued upon exercise of this
Warrant at any time after the consummation of the Fundamental Transaction, in
lieu of the shares of the Common Stock (or other securities, cash, assets or
other property purchasable upon the exercise of the Warrant prior to such
Fundamental Transaction), such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had this Warrant been exercised immediately
prior to such Fundamental Transaction, as adjusted in accordance with the
provisions of this Warrant.  In addition to and not in substitution
for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to
receive securities or other assets with respect to or in exchange for shares of
Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an
exercise of this Warrant within ninety (90) days after the consummation of the
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of the Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had the Warrant been exercised immediately prior
to such Fundamental Transaction.  The provisions of this Section shall
apply similarly and equally to successive Fundamental Transactions and Corporate
Events and shall be applied without regard to any limitations on the exercise of
this Warrant.




4.  NONCIRCUMVENTION.  The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation, Bylaws or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all
action as may be required to protect the rights of the
Holder.  Without limiting the generality of the foregoing, the Company
(i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect and, (ii) shall take all such actions as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this
Warrant.




5.  WARRANT HOLDER NOT DEEMED A
STOCKHOLDER.  Except as otherwise specifically provided herein,
the Holder, solely in such Person’s capacity as a holder of this Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of capital
stock of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any








4


corporate
action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to
the Holder of the Warrant Shares which such Person is then entitled to receive
upon the due exercise of this Warrant.  In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.  Notwithstanding this Section 5, the
Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.




6.  REISSUANCE OF
WARRANTS.




(a)  Transfer of
Warrant.  If this Warrant is to be transferred in accordance
with Section 13, the Holder shall surrender this Warrant to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the
Holder a new Warrant (in accordance with Section 6(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares
being transferred by the Holder and, if less then the total number of Warrant
Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 6(d)) to the Holder representing the right to purchase
the number of Warrant Shares not being transferred.




(b)  Lost, Stolen or Mutilated
Warrant.  Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant (in accordance
with Section 6(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.




(c)  Exchangeable for Multiple
Warrants.  This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant
or Warrants (in accordance with Section 6(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and
each such new Warrant will represent the right to purchase such portion of such
Warrant Shares as is designated by the Holder at the time of such surrender;
provided, however, that no Warrants for fractional shares of Common Stock shall
be given.




(d)  Issuance of New
Warrants.  Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of
such new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
or Section 6(c), the Warrant Shares designated by the Holder which, when added
to the number of shares of Common Stock underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated
on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.




5


7.  NOTICES.  Whenever
notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be in writing and shall be deemed effectively given
(i) upon personal delivery to the party to be notified, (ii) upon customary
confirmation of receipt if sent by facsimile, (iii) upon confirmed delivery by a
nationally recognized courier service providing next-business-day-delivery, or
(iv) three (3) Business Days after deposit with the United States Postal
Service, by registered or certified mail, postage prepaid and addressed to the
party to be notified, in each case at the address set forth on Exhibit B, or at
such other address as such party may designate by written notice to the other
party (provided that notice of change of address shall be effective upon receipt
by the party to whom such notice is addressed).  The Company shall
provide the Holder with prompt written notice of all actions taken pursuant to
this Warrant, including in reasonable detail a description of such action and
the reason therefor.  Without limiting the generality of the
foregoing, the Company will give written notice to the Holder immediately upon
any adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment.




8.  AMENDMENT AND
WAIVER.  Except as otherwise provided herein, the provisions of
this Warrant may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the Required Holders;
provided that no such action may increase the exercise price of any PIPE Warrant
or decrease the number of shares or class of stock obtainable upon exercise of
any PIPE Warrant without the written consent of the Holder.  No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the PIPE Warrants then outstanding.




9.  GOVERNING LAW AND
FORUM.  This Warrant shall be governed by and construed and
enforced in accor­dance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State ofDelaware.  The
parties hereto agree to submit to the exclusive jurisdiction of the federal and
state courts of the State ofDelawarewith respect to the
interpretation of this Warrant or for the purposes of any action arising out of
or related to this Warrant.




10.  CONSTRUCTION;
HEADINGS.  This Warrant shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against any person as
the drafter hereof.  The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Warrant.




11.  DISPUTE
RESOLUTION.  In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two (2) Business Days of receipt of the Exercise Notice giving
rise to such dispute, as the case may be, to the Holder.  If the
Holder and the Company are unable to agree upon such determination or
calculation of the Exercise Price or the Warrant Shares within three Business
Days of such disputed determination or arithmetic calculation being submitted to
the Holder, then the Company shall, within two (2) Business Days submit via
facsimile the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company.  The Company shall
cause at its expense the investment bank to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
twenty (20)





6


Business
Days from the time it receives the disputed determinations or
calculations.  Such investment bank’s or accountant’s determination or
calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.




12.  REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available
under this Warrant, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit the
right of the Holder to pursue actual damages for any failure by the Company to
comply with the terms of this Warrant.  The Company acknowledges that
a breach by it of its obligations hereunder may cause irreparable harm to the
Holder and that the remedy at law for any such breach may be
inadequate.  The Company therefore agrees that, in the event of any
such breach or threatened breach, the holder of this Warrant shall be entitled
to seek, in addition to all other available remedies, an injunction restraining
any breach, without the necessity of showing economic loss and without any bond
or other security being required.




13.  TRANSFER.   This
Warrant has not been registered under the Securities Act or any state securities
laws and may not be offered, sold, pledged, assigned or otherwise transferred
unless (a) a registration statement with respect hereto is effective under the
Securities Act and any applicable state securities laws or (b) Holder receives
approval of such transfer from the Company.  In all cases, Company
approval of transfer shall not be granted unless the Holder provides to the
Company, upon surrender of this Warrant and along with a written instrument or
instruments of transfer in form satisfactory to the Company duly executed by
Holder or his attorney duly authorized in writing, an opinion of counsel, which
counsel and opinion are satisfactory to the Company, that none of the offer,
sale, pledge, assignment or other transfer of this Warrant will result in any
violation of the applicable securities laws.  In the event of any
permitted transfer of this Warrant, the transferring party will be responsible
for paying the Company’s cost of transfer of this Warrant, including any
transfer agent costs and Company’s legal fees associated with considering and/or
effecting the proposed transfer of this Warrant.




14.  CERTAIN
DEFINITIONS.  For purposes of this Warrant, the following terms
shall have the following meanings:




(a)  “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by law to remain closed.




(b)  “Bylaws” means the Company’s
Amended and Restated Bylaws, as may be amended or restated in the
future.




(c)  “Certificate of Incorporation”
means the Company’s Restated Certificate of Incorporation, as amended, as may be
amended or restated in the future.




(d)  “Common Stock” means
(i) the Company’s shares of Common Stock, $0.10 par value, and
(ii) any share capital into which such Common Stock shall have been changed
or any share capital resulting from a reclassification of such Common
Stock.




7


(e)  “Convertible Securities” means
any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.




(f)  “Eligible Market” means the
Principal Market, the American Stock Exchange, The New York Stock Exchange,
Inc., The NASDAQ Capital Market or The NASDAQ Global Select Market.




(g)  “Expiration Date” means July
31, 2016.




(h)  “Fundamental Transaction” means
that the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company to another Person, or (iii) allow another Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of either the outstanding shares of Common Stock (not including any
shares of Common Stock held by the Person or Persons making or party to, or
associated or affiliated with the Persons making or party to, such purchase,
tender or exchange offer), or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization,
recapitalization or scheme of arrangement) with another Person whereby such
other Person acquires more than the 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or
other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock purchase agreement or other business
combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or
(vi) any “person” or “group” (as these terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock.




(i)  “Options” means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.




(j)  “Parent Entity” of a Person
means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an
Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the
date of consummation of the Fundamental Transaction.




(k)  “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.




(l)  “PIPE Offering” means the
Company’s offering of $10,000,000 of Units, comprised of $10,000,000 of 10%
Subordinated Notes and Warrants to Purchase 1,500,000 shares of Common Stock, as
described in the Company’s Confidential Private Placement Memorandum dated July
2009.




(m)  “Principal Market” means The
NASDAQ Global Market.




8


(n)  “Required Holders” means the
current holders of PIPE Warrants representing a majority of both the number of
current holders of PIPE Warrants and the number of shares of Common Stock
underlying the PIPE Warrants.




(o)  “Successor Entity” means the
Person (or, if so elected by the Required Holders, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person with which
such Fundamental Transaction shall have been entered into.




(p)  “Unit”means $50,000 of 10%
Subordinated Notes and Warrants to Purchase 7,500 shares of Common Stock,
offered in the PIPE Offering.




[Signature
Page Follows]








































9


IN WITNESS WHEREOF, the
Company has caused this Warrant to Purchase Common Stock to be duly executed as
of the Issuance Date set out above.








NORTH
      AMERICAN GALVANIZING & COATINGS, INC.By:  ________________________________________
                  Name:
                  Title:


















































EXHIBIT
A





EXERCISE
NOTICE




TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK





NORTH
AMERICAN GALVANIZING & COATINGS, INC.




The undersigned holder hereby exercises
the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of North
American Galvanizing & Coatings, Inc., a Delaware corporation (the “Company”), evidenced by the
attached Warrant to Purchase Common Stock (the “Warrant”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.





1.  Payment of Exercise
Price.  The holder shall pay the Aggregate Exercise Price in the sum
of $___________________ to the Company in accordance with the terms of the
Warrant.





2.  Delivery of Warrant
Shares.  The Company shall deliver to the holder __________ Warrant
Shares in accordance with the terms of the Warrant.





Date:
_______________ __, ______








Name of
Registered Holder








By:           _____________________


Name:


Title:























ACKNOWLEDGMENT








The Company hereby acknowledges this
Exercise Notice and hereby directs its transfer agentto issue the above
indicated number of shares of Common Stock.










NORTH
      AMERICAN GALVANIZING & COATINGS, INC.By:  ________________________________________
                    Name:
                    Title:






























EXHIBIT
B








Company:


North
American Galvanizing & Coatings, Inc.


5314
South Yale Avenue


Suite
1000


Tulsa,
Oklahoma 74135


Facsimile:
(918) 494-3999


Attention:
Beth Hood, Chief Financial Officer





Holder:


[_________________]


[_________________]


[_________________]


[_________________]


Facsimile:
[_________________]


Attention:
[_________________]