EXHIBIT
3.1
 
 AMENDED
AND RESTATED
 CERTIFICATE
OF INCORPORATION OF
 SYMMETRY
HOLDINGS INC.
 
 The
undersigned, Corrado De Gasperis, hereby certifies that:
 
 1.           He
is the Chief Executive Officer of the corporation referred to
herein.
 
 2.           Such
corporation is a corporation duly organized and validly existing under the
General Corporation Law of the State of Delaware, as amended (the “Law”).
 
 3.           The
name of such corporation is Symmetry Holdings Inc.
 
 4.           The
date on which the original certificate of incorporation of such corporation was
filed with the Secretary of State of the State of Delaware is April 26,
2006.
 
 5.           This
Amended and Restated Certificate of Incorporation amends the certificate of
incorporation of such corporation, so as to, among other things, eliminate the
requirement to tender warrants in connection with the exercise of conversion
rights provided herein and to change from 20% to 30% the voting threshold
relating to the disapproval of a proposed Initial Business Combination ( as
defined herein) by Public Stockholders (as defined herein) holding IPO Shares
(as defined herein) provided herein, and integrate into one instrument all of
the provisions of such certificate of incorporation as amended
hereby.
 
 6.           This
Amended and Restated Certificate of Incorporation was duly adopted on February
20, 2007 in accordance with Sections 228, 242 and 245 of the Law and the
applicable provisions of such certificate of incorporation. Written notice of
such adoption was given to all stockholders who did not consent thereto in
writing.
 
 7.           The
provisions of such certificate of incorporation, as so amended and restated, are
as follows:
 
 ARTICLE
I
 NAME
 
 The name of the corporation is Symmetry
Holdings Inc. (the “Corporation”).
 
 
 ARTICLE
II
 REGISTERED
AGENT
 
 The address, including street number,
street, city and county, of the Corporation’s registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City
  
  of
Wilmington, County of New Castle. The name of its registered agent at such
address is Corporation Trust Company.
 
 ARTICLE
III
 PURPOSE
 
 Subject to the next sentence, the
nature of the businesses to be conducted and the purposes to be promoted by the
Corporation is engaging in any lawful act or activity for which corporations may
be organized under the Law. If a Business Combination (as defined below) is not
consummated prior to the Termination Date (as defined below), then, effective on
and after the Termination Date, the nature of such businesses and such purposes
shall automatically, without any action required by the directors or the
stockholders, be limited to the dissolution, winding up and liquidation of the
Corporation and the taking of such other actions as may be required to be taken
pursuant hereto.
 
 ARTICLE
IV
 PERPETUAL
EXISTENCE
 
 Subject to Article VII, the Corporation
shall have perpetual existence.
 
 ARTICLE
V
 POWERS
 
 Subject to the next sentence, in order
to conduct its businesses and promote and accomplish its purposes, the powers
which the Corporation shall have and may exercise include all of the powers
conferred by the Law upon corporations organized thereunder. If a Business
Combination is not consummated prior to the Termination Date, then, effective on
and after the Termination Date, such powers shall be limited to those set forth
in Section 278 of the Law and such other powers as may be required to carry out
and effectuate the then limited businesses and purposes of the
Corporation.
  ARTICLE
VI
 CAPITAL
STOCK
 
 The aggregate number of shares of all
classes of capital stock which the Corporation shall have authority to issue is
one hundred and ten million (110,000,000) shares, of which one hundred million
(100,000,000) shall be common stock, par value $0.00l per share (the “Common Stock”), and
ten million (10,000,000) shall be preferred stock, par value $0.00l per share
(the “Preferred
Stock”).
 
 Shares of Preferred Stock may be issued
in one or more series, at any time and from time to time. One or more series of
Preferred Stock may be created at any time and from time to time. The number of
shares included in any series of Preferred Stock and the full or limited voting
rights, if any, the cumulative or non-cumulative dividend rights, if any, the
conversion, redemption or sinking fund rights, if any, and the priorities,
preferences and relative, participating, optional and other special rights, if
any, in respect of the Preferred Stock or any series of Preferred Stock, and the
qualification, limitations or restrictions thereon, shall be
those
  2
  set forth
in the resolution or resolutions providing for the issuance of the Preferred
Stock or the creation or issuance of such series of Preferred Stock and filed
with the Secretary of State of the State of Delaware adopted in accordance with
the next sentence. Such resolution or resolutions may be adopted at any time and
from time to time by (but only by) the affirmative vote of a majority of the
Whole Board (as defined below). Subject to the preceding sentence, the Board is
hereby expressly vested with authority, to the full extent now or hereafter
provided by the Law, to adopt any such resolution or resolutions.
 
 As used herein, the “Whole Board” shall
mean the total number of directors which the Corporation would have if there
were no vacancies on the Board of Directors of the Corporation (the “Board”).
 
 ARTICLE
VII
 INITIAL
BUSINESS COMBINATION
 
 For purposes of this Article VII, the
following terms shall have the following meanings:
 
 “Business Combination”
shall mean an acquisition, directly or indirectly through one or more
subsidiaries, of (or control of) one or more operating businesses through a
merger, capital stock exchange, asset acquisition, stock purchase or other
transaction. For this purpose, an operating business can include, among others,
an infrastructure project.
 
 “Criteria for the Initial
Business Combination” shall mean a Business Combination where the fair
market value, either individually or collectively, of the operating business or
businesses to be acquired is equal to at least 80% of the Corporation’s net
assets (excluding deferred underwriting discounts and commissions held in the
Trust Account) at the time of the execution of a definitive agreement or
agreements for the acquisition. If such Business Combination involves more than
one operating business, the acquisitions of such businesses must be consummated
simultaneously. If the Corporation acquires a controlling, but less than 100%,
interest in the Target Business, the fair market value of such controlling
interest shall be used to determine whether the fair market value, either
individually or collectively, of the Target Business or Businesses is equal to
at least 80% of the Corporation’s net assets (excluding deferred underwriting
discounts and commissions held in the Trust Account) at the time of the
execution of a definitive agreement or agreements for the acquisition. The fair
market value of a Target Business shall be based upon financial standards
generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and book value). Fair market value may be determined
by the Board or a committee thereof, and neither the Corporation nor the Board
or any committee thereof shall be required to obtain a FMV Opinion (or any other
third party opinion with regard to the fair market value of a Target Business).
The Corporation, the Board or a committee thereof may, at any time and from time
to time, elect to obtain one or more FMV Opinions (or other opinions). If the
Corporation, the Board or a committee thereof obtains a FMV Opinion (or other
opinion), it shall not, in making its determination, be limited to or required
to rely solely on the FMV Opinion (or opinion), or, if more than one is
obtained, any of them. If the Corporation, the Board or a committee thereof
obtains and relies on a FMV Opinion (or, if more than one is obtained, any of
them), the FMV Opinion on which the
  3
  Corporation,
the Board or such committee relies upon will become binding on all parties,
including the Public Stockholders.
 
 “Dissolution Value”
shall mean the sum of the Trust Account Dissolution Value and the Remaining
Asset Value.
 
 “Existing
Stockholders” shall mean holders of shares of Common Stock outstanding
immediately prior to the date of the final prospectus relating to the
IPO.
 
 “FMV Opinion” shall
mean an opinion with regard to the fair market value of a Target Business from
an unaffiliated, independent investment banking firm that is a member of the
National Association of Securities Dealers, Inc.
 
 “Initial Business
Combination” shall mean a Business Combination that meets the Criteria
for the Initial Business Combination.
 
 “IPO” shall mean the
initial firm commitment underwritten public offering of the Units registered
under the Securities Act.
 
 “IPO Shares” shall
mean the shares of Common Stock included in the Units issued by the Corporation
in the IPO.
 
 “Per Share Conversion
Price” shall mean a conversion price equal to the quotient determined by
dividing (i) the amount held in the Trust Account as of the close of business on
the second business day prior to the consummation of the Initial Business
Combination (including (a) deferred underwriting discounts and commissions
deposited into the Trust Account and (b) interest earned on amounts held in the
Trust Account (net of taxes payable on such interest) by (ii) the total number
of then outstanding IPO Shares.
 
 “Per Share Liquidation
Value” shall mean a liquidation value equal to the quotient determined by
dividing (i) the sum of (a) the Dissolution Value (to the extent that it does
not exceed 100% of the gross proceeds of the IPO) and (b) the amount, if any, by
which the Dissolution Value exceeds the sum of 100% of the gross proceeds of the
IPO and the Private Placement by (ii) the total number of then outstanding IPO
Shares.
 
 “Private Placement”
shall mean the issuance and sale, in a private placement complying with the
requirements of the Securities Act, of warrants to purchase shares of Common
Stock to Existing Stockholders, to be consummated after the date of this
Certificate of Incorporation and prior to the closing of the IPO.
 
 “Public Stockholders”
shall mean holders of the IPO Shares then outstanding (including Existing
Stockholders in respect of IPO Shares then held by them).
 
 “Registration
Statement” shall mean the registration statement or statements filed with
the Securities and Exchange Commission by the Corporation in connection with the
IPO, as it or they may be amended from time to time.
  4
  
 “Remaining Asset
Value” shall mean the amount of cash held by the Corporation, after
dissolution and winding up of the affairs of the Corporation and liquidation of
the assets of the Corporation and after payment or making provision for payment
(in accordance with the plan of distribution described in the penultimate
paragraph of this Article VII) of the claims against and liabilities and
obligations of the Corporation, as of the close of business on the second
business day prior to the date of distribution of the Per Share Liquidation
Value to holders of IPO Shares then outstanding. If the amount of cash so held
is less than the amount paid or set aside to make provision for payment of such
claims, liabilities and obligations, then the “Remaining Asset
Value” shall be a negative number.
 
 “Securities Act” shall
mean the Securities Act of 1933, as amended.
 
 “Target Business”
shall mean an operating business proposed to be acquired in a Business
Combination.
 
 “Termination Date”
shall mean the later of (i) 15 months after the closing of the IPO or (ii) 24
months after the closing of the IPO if a letter of intent, agreement in
principle or definitive agreement to consummate an Initial Business Combination
was executed within such 15-month period and such Initial Business Combination
was not consummated within such 15-month period.
 
 
 “Trust Account” shall
mean the trust account to be established by the Corporation in connection with
the IPO, into which certain proceeds from the IPO are deposited.
 
 “Trust Account Dissolution
Value” shall mean the amount held in the Trust Account as of the close of
business on the second business day prior to the date of distribution of the Per
Share Liquidation Value to holders of IPO Shares then outstanding (including (i)
deferred underwriting discounts and commissions deposited into the Trust Account
and (ii) interest earned on amounts held in the Trust Account (net of taxes
payable on such interest)).
 
 “Trust Agreement”
shall mean the trust agreement between the Corporation and the trustee named
therein establishing the Trust Account.
 
 “Units” shall mean the
Units offered by the Corporation in the IPO, each Unit consisting of one share
of Common Stock and one warrant to purchase one share of Common
Stock.
 
 It is expected that: (i) the
Corporation will issue and sell warrants in the Private Placement and Units in
the IPO; (ii) upon the closing of the IPO, certain proceeds from the IPO will be
deposited into the Trust Account; and (iii) following the closing of the IPO,
the Corporation will seek to consummate the Initial Business Combination. The
Corporation will not consummate any Business Combination unless it shall have
consummated the Initial Business Combination. Prior to consummation of the
Initial Business Combination, it is expected that the Trust Account shall not
disburse any amounts except to pay taxes on interest earned on
amounts
  5
  held in
the Trust Account and except upon conversion or liquidation as described in this
Article VII. Disbursements from the Trust Account shall be made as provided in
the Trust Agreement.
 
 Prior to consummation of the Initial
Business Combination, the Corporation will submit each proposed Initial Business
Combination to stockholders for approval, regardless of whether such proposed
Initial Business Combination is of a type that normally would not require
stockholder approval under the Law. The Corporation will only consummate a
proposed Initial Business Combination if it shall have been approved by
stockholders as described in this Article VII.
 
 In addition to any vote of stockholders
that may otherwise be required by Law, approval of a proposed Business
Combination that is intended to constitute an Initial Business Combination shall
be submitted, at a meeting of stockholders, to a vote of holders of shares of
Common Stock then outstanding as of the record date for such meeting. The notice
of such meeting shall include a form of the notice and letter of transmittal
described below. If a majority of the votes cast at the meeting in respect of
IPO Shares then outstanding are voted in favor of the proposed Business
Combination, the Corporation shall be authorized to consummate the proposed
Business Combination; provided, however, that the Corporation shall not be so
authorized if Public Stockholders holding 30% or more of the IPO Shares then
outstanding both vote against the proposed Business Combination and properly
exercise their conversion rights described in this Article VII. Even if the
proposed Business Combination is authorized to be consummated, the Corporation
shall not be obligated to consummate the proposed Business Combination. The fact
that consummation of a proposed Business Combination is authorized but such
Business Combination will not be consummated or that consummation of a proposed
Business Combination is not so authorized at such a meeting shall not restrict
the Corporation from seeking to consummate a different Business Combination that
is intended to constitute an Initial Business Combination within the time
periods described herein.
 
 If a proposed Initial Business
Combination is authorized and consummated, any Public Stockholder who voted
against such proposed Initial Business Combination will be entitled to convert
its IPO Shares into the right to receive the Per Share Conversion Price in
respect of each of such IPO Shares so long as (but only so long as) (a) such
Public Stockholder shall have given written notice to the Corporation (prior to
or contemporaneously with its vote against such proposed Initial Business
Combination), in the form provided by the Corporation and duly completed and
signed by such Public Stockholder, of its election to so convert such IPO
Shares, (b) at the time of the vote by the Public Stockholders on approval of
such proposed Initial Business Combination, such Public Stockholder, owns,
beneficially or of record, an IPO Share in respect of which such Public
Stockholder casts a vote against such proposed Initial Business Combination and
(c) such Public Stockholder retains ownership, beneficially or of record, of
such IPO Share until such time as such proposed Initial Business Combination is
consummated and thereafter tenders them as described in the next paragraph. Any
such election may be withdrawn at any time on or prior to the date of the
meeting of stockholders relating to such proposed Initial Business Combination,
and each such election will become null and void if such proposed Initial
Business Combination is not authorized or consummated as described herein. If a
Public Stockholder votes against such proposed Initial Business Combination and
properly elects to convert its IPO Shares as described in this paragraph, then,
if such proposed Initial
  6
  Business
Combination is authorized and consummated, the IPO Shares held by such Public
Stockholder shall, automatically and without any action on the part of such
Public Stockholder, simultaneously with the consummation of such proposed
Initial Business Combination, be converted into the right to receive the Per
Share Conversion Price in respect of each of such IPO Shares. Effective upon the
consummation of such proposed Initial Business Combination, such IPO Shares
shall be canceled and cease to exist and such Public Stockholder shall
thereafter cease to have any rights with respect to such IPO Shares, except the
right to receive the Per Share Conversion Price in respect of each of such IPO
Shares. No interest shall accrue or be payable on the Per Share Conversion Price
(or amounts held in respect thereof) in respect of such IPO Shares for any
period after the close of business on the second business day prior to the
consummation of such proposed Initial Business Combination.
 
 The Corporation shall, upon tender to
the Corporation or its designee of the certificate or certificates representing
IPO Shares which have been converted as described in the preceding paragraph,
accompanied by a letter of transmittal in the form provided by the Corporation,
duly completed and signed by the Public Stockholder holding such IPO Shares, and
compliance with such other procedures as the Corporation may reasonably
establish, pay or cause the Trust Account to pay, by check, in accordance with
the instructions in such letter of transmittal, the aggregate Per Share
Conversion Price payable in respect of the IPO Shares so tendered and covered by
such letter of transmittal (after giving effect to any required tax
withholdings) to the person to whom payment thereof is directed in such letter
of transmittal. If payment is to be made to a person other than the registered
holder under the certificate representing IPO Shares so tendered, it shall be a
condition precedent to such payment that the certificate so tendered shall be
properly endorsed, or be accompanied by a properly endorsed stock transfer
power, and otherwise in proper form to effect such transfer and that the person
directing such payment shall (i) pay any transfer or other taxes required by
reason of payment to a person other than the registered holder under the
certificate so tendered or (ii) establish to the satisfaction of the Corporation
(which satisfaction shall not be unreasonably withheld) that such taxes have
been paid or are not applicable. If any certificate representing issued and
outstanding IPO Shares shall have been lost, stolen or destroyed, it shall be a
condition precedent to such payment that the person claiming such certificate to
be lost, stolen or destroyed shall have delivered to the Corporation a duly
executed and completed affidavit, in such form as shall have been reasonably
prescribed by the Company, as to that fact and a bond in such sum as it may
reasonably prescribe to protect it against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed. At any time beginning 180 days after the consummation of
the Initial Business Combination, the Corporation may cause the Trust Account to
pay over to the Corporation any portion of the Trust Account then remaining in
respect of IPO Shares so converted. After such payment, Public Stockholders
holding IPO Shares so converted shall be entitled to look solely to the
Corporation (subject to abandoned property, escheat and other similar Laws) as
general creditors thereof with respect to the Per Share Conversion Price payable
in respect of such IPO Shares.
 
 If the Corporation does not consummate
an Initial Business Combination on or prior to the Termination Date, the Board
shall adopt a resolution, within 15 days after the Termination Date, pursuant to
Section 275(a) of the Law, finding the dissolution of the Corporation advisable,
shall call a special meeting of stockholders to vote on such dissolution and
shall solicit votes of
  7
  stockholders
in favor of such dissolution, and cause notice of adoption of such resolution,
notice of such special meeting and a proxy statement in respect of such meeting
and solicitation to be filed with the Securities and Exchange Commission and
sent to stockholders, as required by and in accordance with the Law, including
Section 275(a) thereof, and federal securities laws. The date on which such
notices and proxy statement are sent and the date of such special meeting shall
be fixed and may be thereafter changed as necessary to permit the review thereof
by the Securities and Exchange Commission as required by federal securities laws
and resolution of any comments it may have and so that such notices and proxy
statement are sent not less than 10 and not more than 60 days prior to the date
of such special meeting. If the stockholders vote in favor of such dissolution
and the Corporation is so dissolved, the Corporation shall promptly adopt and
implement a plan of distribution, in accordance with Section 281(b) of the Law,
that provides that the Corporation shall, first, (i) pay or make such provision
as the Board determines to be reasonable to pay all claims, liabilities and
obligations, including all contingent, conditional or unmatured contractual
claims, that are known to the Corporation, (ii) make such provision as the Board
determines to be reasonably likely to be sufficient to pay any claim against the
Corporation which is the subject of a pending action, suit or proceeding to
which the Corporation is a party and (iii) make such provision as the Board
determines to be reasonably likely to be sufficient to pay claims that have not
been made known to the Corporation or that have not arisen but that, based on
facts known to the Corporation, it determines are reasonably likely to arise or
to become known to the Corporation within 10 years after the date of dissolution
and, second, pay to each (a) Public Stockholder the Per Share Liquidation Value
in respect of each IPO Share then outstanding held by it and (b) Existing
Stockholder, on a pro rata basis, the Dissolution Value, if any, and the other
assets of the Corporation, if any, remaining after the distribution of the Per
Share Liquidation Value in respect of the IPO Shares as described in clause (a)
above, which pro rata basis shall be based on the number of warrants purchased
by them in the Private Placement.
 
 A stockholder shall be entitled to
receive distributions from the Trust Account only if (i) such stockholder is
entitled and properly elects to convert its IPO Shares, and the proposed Initial
Business Combination (in respect of which such election is made) is authorized
and consummated, in accordance with this Article VII or (ii) the Corporation is
dissolved and liquidated in accordance with this Article VII. No stockholder or
other securityholder shall have any right or interest of any kind in or to the
Trust Account or any amount or other property held therein. This paragraph shall
not, however, restrict the Board from creating or authorizing the issuance of
any security of the Corporation (including Preferred Stock) which contemplates
distributions from the Trust Account (to the extent not required for the payment
of the Per Share Conversion Price to stockholders entitled to and properly
electing to convert their IPO Shares) concurrent with or after consummation of
the Initial Business Combination. References in this Article VII to holders of
shares of Common Stock shall mean holders of record thereof on the relevant
record date.
 
 ARTICLE
VIII
 BOARD
OF DIRECTORS
 
 The business and affairs of the
Corporation shall be managed by or under the direction of the Board. The number
of directors shall, at the Effective Time, be the number of directors
then
  8
  in office
and shall thereafter, subject to any limitations which may be set forth in the
By-Laws and subject to the right, if any, of holders of shares of Preferred
Stock outstanding to elect additional directors expressly set forth in the
resolution or resolutions providing for the issuance or creation of such shares,
be such number or such greater or lesser number as may be fixed from time to
time and at any time by a resolution or resolutions adopted by the affirmative
vote of a majority of the Whole Board.
 
 The term of office of a director shall
expire at the annual meeting of stockholders next following the election or most
recent re-election of such director; provided, however, that the term of office
of directors serving at the Effective Time shall expire at the annual meeting of
stockholders for 2008. Notwithstanding anything contained herein or in the
By-Laws (as defined below) to the contrary, the term of office of a director
then serving shall not expire until his successor shall have been duly elected
and qualified. Except as otherwise provided in the By-Laws, the election of
directors is not required to be conducted by written ballot.
 
 Except for the right, if any, of
holders of shares of Preferred Stock then outstanding to remove one or more
directors expressly set forth in the resolution or resolutions providing for the
issuance or creation of such shares and except as otherwise required by the Law,
directors can be removed only for cause and only upon the affirmative vote of
holders of at least 67% of the voting power of all shares of capital stock of
the Corporation then outstanding entitled to vote generally for the election of
directors.
 
 Except for the right, if any, of
holders of shares of Preferred Stock then outstanding to fill such vacancies
expressly set forth in the resolution or resolutions providing for the issuance
or creation of such shares and except as otherwise required by the Law, any
vacancies on the Board resulting from an increase in the authorized number of
directors, from death, resignation, retirement, disqualification or removal of a
director or from any other event can be filled by a majority vote of the
directors then in office (even though they constitute less than a quorum),
unless no directors are then in office in which (but only in which) event such
vacancies can be filled by the stockholders.
 
 In connection with managing the
business and affairs of the Corporation (including, without limitation,
initiating or responding to any proposed change in control of the Corporation),
including, without limitation, determining whether and to what extent any action
may be in the best interests of the Corporation or the stockholders, approving
or disapproving any action or determining whether to make any recommendation and
what recommendation to make to stockholders with respect to any matter, each
director and the Board (and any committee of the Board) may consider: (i) the
long-term and short-term interests of the employees, suppliers, creditors and
customers of the Corporation and its subsidiaries; (ii) the long-term and
short-term interests of the communities in which the Corporation and its
subsidiaries conduct any business or other activities; and (iii) the long-term
and short-term interests of the Corporation, its subsidiaries and the
stockholders; in each case, including the possibility that such interests may
best be served by the continued independence of the
Corporation.
  9
  ARTICLE
IX
 VOTING
 
 Except for the right, if any, of
holders of shares of Preferred Stock then outstanding to cumulate votes
expressly set forth in the resolution or resolutions providing for the issuance
or creation of such shares, cumulative voting is not permitted with respect to
the election of directors.
 
 Effective on and after the closing of
the IPO (as defined in Article VII), except as otherwise permitted with respect
to meetings consisting solely of, and actions required or permitted to be taken
at meetings consisting solely of, holders of shares of Preferred Stock then
outstanding as expressly set forth in the resolution or resolutions providing
for the issuance or creation of such shares, (i) any action required or
permitted to be taken by the stockholders must be taken at a duly called and
convened meeting of stockholders and cannot be taken by consent in writing and
(ii) special meetings of stockholders can be called only (a) by or at the
direction of the Board pursuant to a resolution or resolutions adopted by the
affirmative vote of a majority of the Whole Board, (b) by or at the direction of
a director who is a stockholder at the Effective Time, (c) by or at the
direction of a committee of the Board which has been expressly authorized by the
Board pursuant to a resolution or resolutions adopted by the affirmative vote of
a majority of the Whole Board to call special meetings of stockholders or (d) by
the chairman of the board, the chief executive officer or the president of the
Corporation.
 
 ARTICLE
X
 BY-LAWS
 
 The Amended and Restated By-Laws of the
Corporation approved by the stockholders concurrently with approval by the
stockholders of this Certificate of Incorporation (the “By-Laws”) shall, at
the Effective Time, become the by-laws of the Corporation.
 
 After the Effective Time, all or any
part of the By-Laws may be amended or repealed and new By-Laws may be adopted at
any time and from time to time pursuant to (but only pursuant to) a resolution
or resolutions adopted by the affirmative vote of a majority of the Whole Board,
but subject to the power of the holders of shares of capital stock of the
Corporation then outstanding to adopt, amend or repeal the By-Laws as provided
in the next paragraph.
 
 All or any part of the By-Laws may be
amended or repealed and new By-Laws may be adopted by the stockholders upon (but
only upon) the affirmative vote of holders of at least 67% of the voting power
of all shares of capital stock of the Corporation then outstanding entitled to
vote generally for the election of directors.
 
 ARTICLE
XI
 LIMITATION
OF LIABILITY
 
 A director shall not be personally
liable to the Corporation or the stockholders for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the duty of loyalty
of such director to the Corporation or the stockholders, (ii) for acts or
omissions not in
  10
  good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Law and (iv) for any transaction from which such
director derives an improper personal benefit. If the Law is hereafter amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be eliminated or
limited to the fullest extent permitted by the Law, as so amended. No repeal or
modification of this Article XI shall adversely affect any right of or
protection afforded to a director prior to such repeal or
modification.
 
 ARTICLE
XII
 COMPROMISES
AND ARRANGEMENTS
 
 Whenever a compromise or arrangement is
proposed between the Corporation and its creditors, or any class of them, and/or
between the Corporation and its stockholders, or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 229 of the Law, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders, of the
Corporation, as the case may be, to be summoned in such a manner as the said
court directs. If a majority of the number representing three-fourths (3/4ths)
in value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders, of the Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the Corporation as a
consequence of such compromise or arrangement, the compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all creditors or class of creditors,
and/or stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
 
 ARTICLE
XIII
 AMENDMENTS
 
 Subject to the next sentence,
notwithstanding anything contained in this Certificate of Incorporation or the
By-Laws to the contrary and notwithstanding that a lesser percentage may be
specified by law, the By-Laws or otherwise, Articles III, IV, V, VIII, IX, X and
XI, and the last two paragraphs of Article VI, of this Certificate of
Incorporation and this Article XIII shall not be amended or repealed, and no
provision inconsistent therewith or providing for cumulative voting in the
election of directors shall be adopted, unless such adoption, amendment or
repeal is approved by the affirmative vote of holders of at least 67% of the
voting power of all shares of capital stock of the Corporation then outstanding
entitled to vote generally for the election of directors. Notwithstanding
anything contained in this Certificate of Incorporation or the By-Laws to the
contrary and notwithstanding that a lesser percentage may be specified by law,
the By-Laws or otherwise, Article VII of this Certificate of Incorporation and
this sentence of this Article XIII shall not be amended or repealed, and no
provision inconsistent therewith shall be adopted, prior to the consummation of
the Initial Business Combination (as defined in Article VII), unless such
adoption, amendment or repeal is approved by the affirmative vote of
holders
  11
  of at
least 100% of the voting power of all shares of capital stock of the Corporation
then outstanding entitled to vote generally for the election of
directors.
 
 Subject to the immediately preceding
paragraph of this Article XIII, the Corporation reserves the right to amend,
alter, change or repeal any provisions contained herein in the manner now or
hereafter prescribed by law.
 
 IN WITNESS WHEREOF, the Corporation has
caused this Amended and Restated Certificate of Incorporation to be duly
executed by the undersigned this February 20, 2007.
 
 SYMMETRY
      HOLDINGS INC.By:
              /s/ Corrado De GasperisCorrado
      De GasperisChief
      Executive Officer
 
  12
  CERTIFICATE
OF OWNERSHIP AND MERGER
 
 MERGING
 
 NOVAMERICAN
STEEL INC.
 
 WITH
AND INTO
 
 SYMMETRY
HOLDINGS INC.
 
 PURSUANT
TO SECTION 253 OF THE
 GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
 
 Symmetry Holdings Inc., a Delaware
corporation (the “Corporation”), hereby certifies as follows:
 FIRST: The Corporation has been
incorporated and is existing under the General Corporation Law of the State of
Delaware (the “DGCL”).
 SECOND: Novamerican Steel Inc., a
Delaware corporation (the “Subsidiary”), has been incorporated and is existing
under the DGCL.
 THIRD: The Corporation owns all of the
outstanding shares of each class of capital stock of the
Subsidiary.
 FOURTH: The Board of Directors of the
Corporation (the “Board”) has determined to merge the Subsidiary with and into
the Corporation pursuant to Section 253 of the DGCL.
 FIFTH: The Board duly adopted the
following resolutions on November 30th, 2007:
 WHEREAS,
Symmetry Holdings Inc., a Delaware corporation (the “Corporation”), owns all of
the outstanding shares of the capital stock of Novamerican Steel Inc., a
Delaware corporation (the “Subsidiary”); and
 
 WHEREAS,
the Board has determined that it is advisable for the Subsidiary to be merged
with and into the Corporation pursuant to
  13
  Section
253 of the General Corporation Law of the State of Delaware (“Section
253”);
  NOW,
THEREFORE, BE IT
  RESOLVED,
that the merger of the Subsidiary with and into the Corporation pursuant to
Section 253 (the “Merger”) be, and hereby is, approved; and be it
further
 
 RESOLVED,
that the Corporation shall be the surviving corporation of the Merger; and be it
further
 
 RESOLVED,
that it is the intention of the Corporation and the Subsidiary that the Merger
constitute a liquidation of the Subsidiary pursuant to Section 332 of the
Internal Revenue Code of 1986, as amended (the “Code”), and that these
resolutions and the Certificate of Ownership and Merger filed to effectuate the
Merger constitute a “plan of liquidation” for purposes of Section 332 of the
Code and the Treasury Regulations promulgated thereunder; and be it
further
 
 RESOLVED,
that the Merger shall be effective as of the close of business on the date on
which such Certificate of Ownership and Merger is filed with the Secretary of
State of the State of Delaware and that such Certificate of Ownership and Merger
shall be filed on such date as shall be determined by the officers; and be it
further
 
 RESOLVED,
that, by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of common stock of the Corporation shall
remain unchanged and continue to remain outstanding as one share of common stock
of the Corporation, held by the person who was the holder of such share of
common stock of the Corporation immediately prior to the Merger; and be it
further
 
 RESOLVED,
that, by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of each class of capital stock of the
Subsidiary shall be cancelled and no consideration shall be issued in respect
thereof; and be it further
 
 RESOLVED,
that the Amended and Restated By-laws of the Corporation in effect immediately
prior to the Merger shall continue to be the by-laws of the survivor after the
Merger; and be it further
    14
  the
effective time of the Merger shall be the certificate of incorporation of the
surviving corporation immediately after the effective time of the Merger, except
that Article 1 thereof shall be amended in its entirety to be and read as
follows:
 “ARTICLE
1
 NAME
 
 The name
of the corporation is Novamerican Steel Inc. (the “Corporation”).”
 
 ; and be
it further
 
 RESOLVED,
that any and all actions taken prior to the date hereof by the officers of the
Corporation in connection with the Merger be, and hereby are, ratified, approved
and confirmed; and be it further
 
 RESOLVED,
that the officers of the Corporation be, and hereby are, authorized, in the name
and on behalf of the Corporation, to take or cause to be taken any and all such
actions, to execute, deliver, acknowledge, publish and file or cause to be
executed, delivered, acknowledged, published or filed any and all such
agreements, instruments or other documents, (all in such form as shall be
approved by any of them, such approval to be evidenced conclusively by the
consummation of the Merger) and to pay or cause to be paid any and all such
fees, expenses, compensation and other costs, in each case as any of them may
deem necessary or advisable in furtherance of the transactions described in the
preceding resolutions or to carry out the purposes and intent of the preceding
resolutions.
 
 SIXTH: The Corporation shall be the
surviving corporation of the Merger.
 SEVENTH: The Merger shall be effective
at the close of business on the date on which this Certificate of Ownership and
Merger is filed with the Secretary of State of the State of
Delaware.
 EIGHTH: The Amended and Restated
Certificate of Incorporation of the Corporation as in effect immediately prior
to the effective time of the Merger shall be the certificate of incorporation of
the Corporation immediately after the effective time of the Merger, except that
Article 1 thereof shall be amended to read in its entirety as
follows:
  15
  “ARTICLE 1
 NAME
 
 The name
of the corporation is Novamerican Steel Inc. (the “Corporation”).”
 
 IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Ownership and Merger to be executed by its duly
authorized officer on this 4th day of
December, 2007.
 SYMMETRY
      HOLDINGS INCBy:
                /s/
      Corrado De GasperisName:
      Corrado De GasperisTitle:
      Chief Executive Officer
 
  16
  CERTIFICATE
OF OWNERSHIP AND MERGER
 
 MERGING
 
 BARZEL
INDUSTRIES INC.
 WITH
AND INTO
 
 NOVAMERICAN
STEEL INC.
 PURSUANT
TO SECTION 253 OF THE
 GENERAL
CORPORATIONLAW OF THE STATE OF DELAWARE
 
 Novamerican Steel Inc., a Delaware
corporation, hereby certifies as follows:
 
 FIRST:           Novamerican
Steel Inc. (the “Corporation”) has
been incorporated and is existing under the General Corporation Law of the State
of Delaware (the “DGCL”).
 
 SECOND:      Barzel
Industries Inc., a Delaware corporation (the “Subsidiary”), has
been incorporated and is existing under the DGCL.
 
 THIRD:          The
Corporation owns all of the outstanding shares of each class of capital stock of
the Subsidiary, and is the parent corporation of the Subsidiary.
 
 FOURTH:      The
Board of Directors of the Corporation (the “Board”) has
determined to merge the Subsidiary with and into the Corporation pursuant to
Section 253 of the DGCL.
 
 FIFTH:           The
Board duly adopted the following resolutions on January 19, 2009:
 
 WHEREAS,
the Corporation owns all of the outstanding shares of the capital stock of
Barzel Industries Inc., a Delaware corporation (the “Subsidiary”);
and
 
 WHEREAS,
the Board of Directors of the Corporation has determined that it is advisable
for the Subsidiary to be merged with and into the Corporation pursuant to
Section 253 of the General Corporation Law of the State of Delaware (“Section
253”);
 
 NOW,
THEREFORE, BE IT
 
 RESOLVED,
that the merger of the Subsidiary with and into the Corporation pursuant to
Section 253 (the “Merger”) be, and
hereby is, approved; and be it further
 
 RESOLVED,
that the Corporation shall be the surviving corporation of the Merger; and be it
further
    17
  meaning
of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the
“Code”), and
that these resolutions and the Certificate of Ownership and Merger filed to
effectuate the Merger constitute a “plan of reorganization” for purposes of
Section 368 of the Code and the Treasury Regulations promulgated thereunder; and
be it further
 
 RESOLVED,
that the Merger shall be effective on February 13, 2009 at 9:00 a. m. Eastern
Standard Time;  and be it further
 
 RESOLVED,
that, by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of common stock of the Corporation shall
remain unchanged and continue to remain outstanding as one share of common stock
of the Corporation, held by the person who was the holder of such share of
common stock of the Corporation immediately prior to the Merger; and be it
further
 
 RESOLVED,
that, by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of each class of capital stock of the
Subsidiary shall be cancelled and no consideration shall be issued in respect
thereof; and be it further
 
 RESOLVED,
that the Amended and Restated By-laws of the Corporation in effect immediately
prior to the Merger shall continue to be the by-laws of the survivor after the
Merger; and be it further
 
 RESOLVED,
that the Amended and Restated Certificate of Incorporation of the Corporation as
in effect immediately prior to the effective time of the Merger shall be the
certificate of incorporation of the surviving corporation immediately after the
effective time of the Merger, except that Article 1 thereof shall be amended in
its entirety to be and read as follows:
 
 “ARTICLE
1
 NAME
 
 The name
of the corporation is Barzel Industries Inc. (the “Corporation”).”
 ; and be it further
 
 RESOLVED,
that any and all actions taken prior to the date hereof by the officers of the
Corporation in connection with the Merger be, and hereby are, ratified, approved
and confirmed; and be it further
 
 RESOLVED,
that the officers of the Corporation be, and hereby are, authorized, in the name
and on behalf of the Corporation, to take or cause to be taken any and all such
actions, to execute, deliver, acknowledge, publish and file or cause to be
executed, delivered,
  18
  acknowledged,
published or filed any and all such agreements, instruments or other documents,
(all in such form as shall be approved by any of them, such approval to be
evidenced conclusively by the consummation of the Merger) and to pay or cause to
be paid any and all such fees, expenses, compensation and other costs, in each
case as any of them may deem necessary or advisable in furtherance of the
transactions described in the preceding resolutions or to carry out the purposes
and intent of the preceding resolutions.
 
 SIXTH:                      The
Corporation shall be the surviving corporation of the Merger.
 
 SEVENTH:                The
Merger shall be effective on February 13, 2009, at 9:00 a. m. Eastern Standard
Time,  as permitted under section 103(d) of the DGCL.
 
 EIGHTH:                   The
Amended and Restated Certificate of Incorporation of the Corporation as in
effect immediately prior to the effective time of the Merger shall be the
certificate of incorporation of the Corporation immediately after the effective
time of the Merger, except that Article 1 thereof shall be amended to read in
its entirety as follows:
 
 “ARTICLE
1
 NAME
 
 The name of the corporation is Barzel
Industries Inc. (the “Corporation”).”
 
 IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and
Merger to be executed by its duly authorized officer on this 30th day of
January, 2009.
 
 NOVAMERICAN
      STEEL INC.By:
                  /s/
      Corrado De GasperisName:  Corrado
      De GasperisTitle:   Chief
      Executive Officer
  19