(THE "NASD") RELATING TO TRADING IN THE
PORTAL MARKET AND FOR THE SECURITIES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT
THROUGH THE DEPOSITORY TRUST COMPANY ("DTC").
(L)
NO RESALES BY THE ISSUER. THE ISSUER
WILL NOT, AND WILL USE ITS BEST EFFORTS TO CAUSE ITS AFFILIATES (AS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT) NOT TO, RESELL ANY OF THE SECURITIES THAT
HAVE BEEN ACQUIRED BY ANY OF THEM, EXCEPT FOR SECURITIES PURCHASED BY THE ISSUER
OR ANY OF ITS AFFILIATES AND RESOLD IN A TRANSACTION REGISTERED UNDER THE
SECURITIES ACT.
(M)
NO INTEGRATION. NEITHER THE ISSUER NOR ANY OF
ITS AFFILIATES (AS DEFINED IN RULE 501(B) OF REGULATION D) WILL, DIRECTLY OR
THROUGH ANY AGENT, SELL, OFFER FOR SALE, SOLICIT OFFERS TO BUY OR OTHERWISE
NEGOTIATE IN RESPECT OF, ANY SECURITY (AS DEFINED IN THE SECURITIES ACT), THAT
IS OR WILL BE INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT.
(N)
NO GENERAL SOLICITATION OR DIRECTED SELLING
EFFORTS. NONE OF THE ISSUER OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON ACTING
ON ITS OR THEIR BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHICH NO
COVENANT IS GIVEN) WILL (I) SOLICIT OFFERS FOR, OR OFFER OR SELL, THE SECURITIES
BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE
MEANING OF RULE 502(C) OF REGULATION D OR IN ANY MANNER INVOLVING A PUBLIC
OFFERING WITHIN THE MEANING OF SECTION 4(2) OF
24
THE SECURITIES ACT OR (II) ENGAGE IN ANY DIRECTED SELLING EFFORTS WITHIN THE
MEANING OF REGULATION S, AND ALL SUCH PERSONS WILL COMPLY WITH THE OFFERING
RESTRICTIONS REQUIREMENT OF REGULATION S.
(O)
NO STABILIZATION. EACH OF THE ISSUER,
SYMMETRY AND HOLDINGS WILL NOT (AND WILL NOT PERMIT NOVAMERICAN STEEL OR ANY
OTHER GUARANTOR TO) TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT
COULD REASONABLY BE EXPECTED TO CAUSE OR RESULT IN ANY STABILIZATION OR
MANIPULATION OF THE PRICE OF THE SECURITIES.
(P)
SUBSEQUENT SALE DATES. WITHOUT LIMITING THE
GENERALITY OF CLAUSE (F) ABOVE, IN THE EVENT THAT, FOLLOWING THE CLOSING DATE,
THE INITIAL PURCHASERS CONTINUE TO HOLD AN UNSOLD ALLOTMENT OF THE SECURITIES,
THE ISSUER SHALL, UPON THE REQUEST OF THE INITIAL PURCHASERS AT ANY TIME IN THE
PERIOD FROM THE CLOSING DATE TO DECEMBER 31, 2008 (WHICH REQUEST SHALL BE MADE
NOT MORE THAN TWICE IN SUCH PERIOD), AS PROMPTLY AS REASONABLY PRACTICABLE
FOLLOWING EACH SUCH REQUEST, (I) PROVIDE TO THE INITIAL PURCHASERS A COMPLETE
AMENDED OFFERING MEMORANDUM, UPDATED TO THE DATE PROPOSED FOR RESALE OF THE
SECURITIES IN THE INITIAL PURCHASERS' REQUEST (EACH SUCH DATE, A "SUBSEQUENT
SALE DATE"), WHICH AMENDED OFFERING MEMORANDUM SHALL INCLUDE ALL CURRENT
FINANCIAL INFORMATION (INCLUDING APPLICABLE PRO FORMA INFORMATION) AND SUCH
OTHER CURRENT DISCLOSURE AS WOULD BE CUSTOMARY FOR A RULE 144A DISCLOSURE
DOCUMENT TO BE DELIVERED ON SUCH SUBSEQUENT SALE DATE AS IF PRICING OF THE
SECURITIES HAD OCCURRED THEREON, (II) PROVIDE OR CAUSE TO BE PROVIDED SUCH