NUMBER SHARES
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
PAR VALUE $1.00
SYNALLOY
CORPORATION
See Reverse for
certain definitions
CUSIP 871565 10 7
This certifies that_____________________________________ is the owner of _______
________________________________________________ FULL-PAID AND NON-ASSESSABLE
SHARES OF THE PAR VALUE OF $1.00 EACH OF THE COMMON STOCK OF Synalloy
Corporation (hereinafter referred to as the "Corporation"), transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
Dated: ---------------
[SEAL]
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SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK)
BY:_____________________________________
TRANSFER AGENT AND REGISTRAR,
AUTHORIZED SIGNATURE
SYNALLOY CORPORATION
A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND
RELATIVE RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AUTHORIZED TO BE ISSUED,
AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE PREFERRED
SHARES AUTHORIZED TO BE ISSUED IN SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND
DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE
RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES MAY BE OBTAINED UPON
REQUEST AND WITHOUT CHARGE FROM ANY TRANSFER AGENT OR FROM THE SECRETARY OF THE
COMPANY.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-
..............Custodian..............
TEN ENT - as tenants by the entireties (Cust)
(Minor)
JT TEN - as joint tenants with right of under
Uniform Gifts to Minors
survivorship and not as tenants
Act..........................
in common
(State)
Additional abbreviations may also be used though not in the above list.
For value received,_______________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said stock on the
books of the within named Corporation with full power of substitution in the
premises.
Dated -----------
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
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SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
The Rights represented by this Rights Certificate are or were
beneficially owned by a Person who was or became an Acquiring Person or an
Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse
Person (as such terms are defined in the Rights Agreement). Accordingly, this
Rights Certificate and the Rights represented hereby may become null and void in
the circumstances specified in Section 7(e) of such Agreement.