0001193125-04-169634 Sample Contracts

FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • October 12th, 2004 • Matrix Service Co • Construction - special trade contractors

WHEREAS, the Company proposes to issue one or more series of Warrants pursuant to, and subject to the terms and provisions of, this Agreement (the “Warrants”) to purchase Warrant Shares (as this and other capitalized terms used herein are defined in Section 1).; and

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 12th, 2004 • Matrix Service Co • Construction - special trade contractors • New York

, a [Delaware] corporation (the “Company”), confirms its agreement with , as agent (“you” or “ ”) with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below, up to an aggregate of shares (the “Maximum Number of Shares”) of common stock, $[0.01] par value per share (the “Common Stock”), of the Company. Such shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.

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