Form of Warrant Certificate for Preferred Stock



 Exhibit 4.8 
 Exhibit B to 
 Warrant Agreement 
  
 Form of Warrant Certificate 
 For Series [    ] Preferred Stock 
  
 MATRIX SERVICE COMPANY 
  
 SERIES [    ] WARRANTS 
  
 WARRANT
CERTIFICATE TO ACQUIRE SERIES [    ] PREFERRED STOCK, 
 $.01 PAR VALUE, OF MATRIX SERVICE COMPANY 
  
 Void After 4:00 P.M. New York City, New York Time 
 on                      (the “Expiration
Date) 
  

			
	 REGISTERED
NUMBER:                    
	  	CUSIP:                    

  
 THIS WARRANT IS PART OF A UNIT

 AND MAY NOT BE TRADED SEPARATELY 
 UNTIL THE SEPARATION DATE:
 ̈ Yes  ̈ No 
  
 THE SEPARATION DATE
IS:                     
  
 THIS CERTIFIES THAT 
  
 is the registered holder of [spell out number] (insert numerical number) Series [    ] Warrants (the “Warrants”) of MATRIX SERVICE COMPANY, a Delaware corporation (the
“Company”). Each Warrant entitles the holder thereof the right to purchase at any time after [insert Exercise Date] (the “Exercise Date”) and on or before 4:00 P.M. New York City, New York time on [insert Expiration Date]
(the “Expiration Date”), one fully paid and non-assessable share of Series [    ] Preferred Stock, $.01 par value (the “Series [    ] Preferred Stock”), of the Company upon
payment therefor in cash at the rate initially of [spell out exercise price][insert numerical number] per share of such Series [    ] Preferred Stock (the “Exercise Price”), subject to the adjustments, terms and
conditions herein and in the Warrant Agreement between the Company and [insert name of Warrant Agent], as Warrant Agent, dated as of             , 200- (as the same may from time to
time be amended, the “Warrant Agreement”). If at any time no other Warrant Agent is acting for the Company, the Company shall be deemed the Warrant Agent. 
  
 This Warrant Certificate is issued pursuant to the terms and provisions of the Warrant Agreement and each holder of a
Warrant is entitled to the benefits thereof. The Warrant Agreement provides, among other things, for adjustment of the Exercise Price and the number of shares of Series [    ] Preferred Stock issuable upon exercise of this
Warrant Certificate in certain events, including the issuance of Series [    ] Preferred Stock as a stock dividend; sub-divisions, combinations and reclassifications of the Series [    ] Preferred Stock; the
distribution to all holders of Series [    ] Preferred Stock of evidences of indebtedness, assets (excluding cash dividends) or rights to subscribe to any of the foregoing; and certain mergers, consolidations and sales of
substantially all the assets of the Company. Upon each such adjustment, notice thereof will be given by filing a statement thereof with the Warrant Agent and by mailing a copy of such notice to all registered holders of Warrant Certificates.

  









 No fractional shares of Series [    ] Preferred Stock will be issued upon the
exercise of a Warrant; instead, the Warrant holder will be entitled to receive cash for such fractional interest at current market value. 
  
 Each Warrant represented hereby may be exercised by the presentment and delivery of the following to the Warrant Agent at its Principal Office:

  

	 	(a)	presentation and surrender of this Warrant Certificate with the Form of Exercise attached hereto duly completed and executed by the holder in whose name this Warrant Certificate is
registered. 

  

	 	(b)	delivery of proof reasonably satisfactory to the Warrant Agent as to the identity of the registered holder of this Warrant Certificate and as to the genuineness and effectiveness of
the signature of the registered holder. 

  

	 	(c)	delivery of proof reasonably satisfactory to the Warrant Agent as to the genuineness and effectiveness of the signature of the registered holder, including a guarantee of the
genuineness of the signature of the registered holder by a bank or by brokerage firm. 

  

	 	(d)	payment of the Exercise Price for the number of Warrants being exercised which may be by cash or by certified or official bank check or bank draft or money order payable to the
order of the Company. 

  

	 	(e)	if the Warrants or the Warrant Shares are being transferred to a person other than the registered holder, a duly completed and executed Form of Assignment attached hereto or a
separate instrument of transfer duly completed and executed by the registered holder with signature of the registered holder “guaranteed” as described in paragraph (c) above. 

  

	 	(f)	In the event that the number of Warrants so exercised is less than the total number of Warrants evidenced by this Warrant Certificate, there will be issued to the person so
exercising the Warrants, or his registered assigns, a new Warrant Certificate representing the number of Warrants not exercised. 

  
 In the event of the liquidation, dissolution or winding-up of the Company, in cases where the property to be distributed to the holders of Series
[    ] Preferred Stock of the Company consists principally of other than securities of another entity which shall have purchased all or substantially all of the Company’s assets, the right to exercise Warrants shall
terminate at the close of business on the fourth full business day before the earliest date fixed for the payment of any amount distributable on the Series [    ] Preferred Stock of the Company; provided that, at least 45
days prior thereto, notice of such payment date shall have been given by the Warrant Agent in writing to all registered holders of Warrant Certificates. Warrants shall terminate and shall be of no further force and effect at such close of business
on such fourth full business day. 
  
 Holders of Warrant
Certificates, as such holders, shall have none of the rights that would inure to the holder of shares of Series [    ] Preferred Stock, shall have no right, other than the right evidenced hereby, to purchase or receive shares of
Series [    ] Preferred Stock of the Company, shall not be entitled to subscribe to or purchase any additional or increased stock of the Company of any class, whether now or hereafter authorized, or obligations convertible into
any class or classes of stock, or stock of any class convertible into stock of any other class or classes, or obligations, stock or other securities carrying warrants or rights to subscribe to stock of the Company of any class or classes, whether
now or hereafter authorized. 
  
 This Warrant Certificate is
transferable by the registered holder in person or by his duly authorized attorney on the books of the Company at the office of the Warrant Agent upon surrender of this Certificate with the Form of Assignment attached hereto duly endorsed or with
other appropriate instruments of transfer duly endorsed with signature guaranteed and payment of any transfer taxes or other governmental charges in connection with such transfer. 
  

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 This Warrant Certificate is exchangeable for Warrant Certificates of different denominations at the
Principal Office of the Warrant Agent upon surrender of this Warrant Certificate, duly endorsed or with appropriate instruments of transfer. Warrant Certificates issued upon transfers and exchanges shall be issued only for full Warrants or an
integral multiple thereof. Warrant Certificates that are surrendered to the Warrant Agent for transfer shall be canceled. 
  
 Unless sooner terminated as provided herein upon exercise or upon liquidation, dissolution or winding-up of the Company, the purchase rights under the
Warrants shall terminate on the Expiration Date and thereafter the Warrants represented by this Certificate shall be of no further force and effect. 
  
 THIS WARRANT CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE WARRANT AGENT. 
  
 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by the facsimile signature of the
proper officers of the Company. 
  
 Dated:
                     
  

			
	MATRIX SERVICE COMPANY
		
	By:	 	 
	 	 	                    , President


  

			
		
	By:	 	 
	 	 	                    , Secretary


  

			
	 Countersigned and Registered:

	
	 [NAME OF WARRANT AGENT]

		
	 By:
	 	 
	 	 	 Authorized Officer


  

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 FORM OF EXERCISE 
  
 The undersigned hereby irrevocably exercises         Warrants to subscribe for and
purchase shares of Series [    ] Preferred Stock of the within named Company evidenced by this Warrant Certificate and herewith makes payment of the Exercise Price in full. Kindly issue certificates for shares of Series
[    ] Preferred Stock in accordance with the instructions given below. A Warrant Certificate for the unexercised balance of the Warrants evidenced by the within Warrants Certificate, if any, will be registered in the name of the
undersigned. 
  
 DATED:
                     
  
 Instructions for Registration of Series [    ] Preferred Stock 

	
	
	  
	Name (please print)


	
	
	  
	Social Security or Other identifying Number;

  
 ADDRESS: 

	
	
	  
	Street

  

	
	
	  
	City, State and Zip Code

  

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 FORM OF ASSIGNMENT 
  
 (To be executed by the registered holder if such 
 holder desires to transfer the Warrant Certificate) 
  
 FOR VALUE RECEIVED,                      hereby sells, assigns and transfers unto 
  
 ____________________________________ 
 (Please print name and address of transferee) 
  
 this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
                    , as Attorney-in-Fact, with full power and authority in the name. place and stead of the registered holder of this Warrant
Certificate to transfer the within Warrant Certificate on the books of the within named Company, with full power of substitution. 
  

					
	Dated:	 	 	 	 
			
	  	 	 	 	  
	 	 	 	 	Signature of Registered Holder
	 	 	 	 	(Signature must conform in all respects to name of the holder as specified on the face of this Warrant certificate)

  

	
	
	 
	 Social Security or Tax I.D. No. of Holder



  

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