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EXHIBIT 99.2
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WARRANT TO PURCHASE COMMON STOCK
OF
PLANET POLYMER TECHNOLOGIES, INC.
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS THE SECURITIES ARE SOLD
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
FOR VALUE RECEIVED, SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.,
or assigns (the "Holder"), is entitled to purchase, subject to the provisions of
this Warrant, from PLANET POLYMER TECHNOLOGIES, INC., a California corporation
(the "Company"), up to 375,000 shares of Common Stock, without par value, of the
Company ("Common Stock") at any time or from time to time during the period
commencing on the date hereof through and including September __, 2002 (the
"Termination Date"), at a price per share equal to $2.75 (the "Exercise Price").
The number of shares of Common Stock to be received upon the exercise of this
Warrant and the Exercise Price may be adjusted from time to time as hereinafter
set forth. The shares of Common Stock deliverable upon any exercise of this
Warrant are hereinafter sometimes referred to as "Warrant Shares". This Warrant
is issued by the Company pursuant to the Securities Purchase Agreement of even
date
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herewith (the "Purchase Agreement") between the Company and Holder and shall be
entitled to the rights set forth therein, including certain registration rights
relating to the Warrant Shares.
(a) EXERCISE OF WARRANT. Subject to paragraph (l) hereof, this Warrant
may be exercised in whole or in part at any time or from time to time until the
Termination Date; provided, however, that if the date of exercise shall be a day
on which banking institutions in the State of New York shall be authorized by
law to close, then the Warrant shall be exercisable on the next succeeding day
which shall not be such a day. This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office, or at the office of its
stock transfer agent, if any, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
Warrant Shares specified in such Form. As soon as practicable after each such
exercise, but not later than two (2) days following the date of such exercise,
the Company shall issue and deliver to the Holder a certificate or certificates
for the Warrant Shares issuable upon such exercise, registered in the name of
the Holder or its designee. If this Warrant shall be exercised in part, the
Company shall, upon surrender of the Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable hereunder. Upon receipt by the
Company of the Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise and accompanied by proper
payment, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then have been physically delivered to the
Holder.
(b) RESERVATION OF SHARES. The Company covenants and agrees that it
shall at all times reserve for issuance and delivery upon exercise of the
Warrant such number of shares of Common Stock as shall be required for issuance
and delivery upon exercise of the Warrant. In addition, the Company further
covenants and agrees that all Warrant Shares, upon issuance, shall
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be duly and validly issued, fully paid and non-assessable and no personal
liability shall attach to the holder thereof.
(c) FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued upon exercise of this Warrant. All fractional shares shall be eliminated
by rounding any fraction to the nearest whole number of shares of Common Stock.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant
shall be exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
the Holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company at its principal office or at the office of its stock transfer agent, if
any, with the Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax, the Company, without charge, shall execute and deliver
new Warrants in the name of the assignee named in such instrument of assignment
and this Warrant shall be cancelled promptly, provided that the Company shall
receive from the Holder an opinion of counsel that such assignment, as
contemplated by the Holder, shall not violate applicable Federal or state
securities laws. Such opinion (in form and substance) shall be reasonably
satisfactory to the Company. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the principal
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof. The term
"Warrants" as used herein shall include any warrants into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.
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(e) RIGHTS OF HOLDER. The Holder shall not, until exercise hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder shall be limited to those expressed herein and
shall not be enforceable against the Company except to the extent set forth
herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number and kind of securities purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the happening of
any of the following events:
(i) In the event the Company shall issue or sell any shares of
Common Stock (except as provided in paragraph (f)(v) hereof) for a
consideration per share less than the greater of (A) the Exercise Price
in effect immediately prior to such issue or sale and (B) eighty-five
percent (85%) of the Market Price (as defined in paragraph (f)(ii)(G)
hereof) on the date of such issue or sale, then the Exercise Price in
effect immediately prior to such issue or sale, shall be reduced to such
lesser price (calculated to the nearest cent) as shall be determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the sum of (i) the number of
shares of Common Stock outstanding immediately prior to the issuance or
sale of such additional shares and (ii) the number of shares of Common
Stock which the aggregate consideration received for the issuance or
sale of such additional shares would purchase at the greater of the
Exercise Price then in effect or, if such shares of Common Stock shall
have been issued for a consideration per share less than eighty-five
percent (85%) of the Market Price on the date of issuance or sale, the
current Market Price, and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after the issuance or
sale of such additional shares. For purposes of this paragraph (f)(i),
all shares of Common Stock issuable upon exercise of outstanding options
and warrants, and all shares of Common Stock issuable upon exercise of
this Warrant, shall be deemed to be outstanding.
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(ii) For the purposes of paragraph (f)(i) above, the following
subparagraphs (A) to (G), inclusive, shall be applicable:
(A) If at any time the Company shall issue or sell any
rights to subscribe for, or any rights or options to purchase,
Common Stock or any stock or other securities convertible into or
exchangeable for Common Stock (such convertible or exchangeable
stock or securities being hereinafter called "Convertible
Securities"), whether or not such rights or options or the right
to convert or exchange any such Convertible Securities shall be
immediately exercisable, and the price per share for which Common
Stock shall be issuable upon the exercise of such rights or
options or upon conversion or exchange of such Convertible
Securities (determined by dividing (1) the total amount, if any,
received or receivable by the Company as consideration for the
granting of such rights or options, plus the minimum aggregate
amount of additional consideration payable to the Company upon
the exercise of such rights or options, plus, in the case of any
such rights or options which shall relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange
thereof, by (2) the total number of shares of Common Stock
issuable upon the exercise of such rights or options or upon the
conversion or exchange of all such Convertible Securities
issuable upon the exercise of such rights or options) shall be
less than the greater of (x) the Exercise Price in effect
immediately prior to the time of the issue or sale of such rights
or options and (y) eighty-five percent (85%) of the Market Price
at the time of such issue or sale, then the total number of
shares of Common Stock issuable upon the exercise of such rights
or options or upon conversion or exchange of the total amount of
such Convertible Securities issuable upon the exercise of such
rights or options shall (as of the date of granting of such
rights or
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options) be deemed to be outstanding and to have been issued for
such price per share, and except as provided in paragraph
(f)(iv), no further adjustments of the Exercise Price shall be
made upon the actual issue of such Common Stock or of such
Convertible Securities, upon the exercise of such rights or
options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.
(B) If at any time the Company shall issue or sell any
Convertible Securities, whether or not the rights to exchange or
convert thereunder shall be immediately exercisable, and the
price per share for which Common Stock shall be issuable upon
such conversion or exchange (determined by dividing (1) the total
amount received or receivable by the Company as consideration for
the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any,
payable to the Company upon the conversion or exchange thereof,
by (2) the total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities)
shall be less than the greater of (x) the Exercise Price in
effect immediately prior to the time of such issue or sale and
(y) eighty-five percent (85%) of the Market Price at the time of
such issue or sale, then the total number of shares of Common
Stock issuable upon conversion or exchange of all such
Convertible Securities shall (as of the date of the issue or sale
of such Convertible Securities) be deemed to be outstanding and
to have been issued for such price per share, and, except as
provided in paragraph (f)(iv) no further adjustments of the
Exercise Price shall be made upon the actual issue of such Common
Stock upon conversion or exchange of such Convertible Securities.
In addition, if any issue or sale of such Convertible Securities
shall be made upon exercise of any rights to subscribe for or to
purchase or any option to purchase any such Convertible
Securities for which adjustments of the Exercise Price shall have
been or shall be made pursuant to other provisions of this
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paragraph (f)(ii), no further adjustment of the Exercise Price
shall be made by reason of such issue or sale.
(C) If at any time the Company shall declare and pay a
dividend or make any other distribution upon the Common Stock
payable in Common Stock or Convertible Securities, any such
Common Stock or Convertible Securities, as the case may be,
issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.
(D) If at any time any shares of Common Stock or
Convertible Securities or any rights or options to purchase any
such Common Stock or Convertible Securities shall be issued or
sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Company therefor, without
deduction therefrom of any expenses incurred or any underwriting
commissions or concessions or discounts paid or allowed by the
Company in connection therewith. In case any shares of Common
Stock or Convertible Securities or any rights or options to
purchase any such Common Stock or Convertible Securities shall be
issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Company shall
be deemed to be the fair value of such consideration as
determined by the Board of Directors, without deduction therefrom
of any expenses incurred or any underwriting commissions or
concessions or discounts paid or allowed by the Company in
connection therewith. In case any shares of Common Stock or
Convertible Securities or any rights or options to purchase any
such Common Stock or Convertible Securities shall be issued in
connection with any merger of another corporation into the
Company, the amount of consideration therefor shall be deemed to
be the fair value of the net assets of such merged corporation as
determined by the Board of Directors after deducting therefrom
all cash and other
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consideration (if any) paid by the Company in connection with
such merger.
(E) If at any time the Company shall take a record of the
holders of Common Stock for the purpose of entitling them (1) to
receive a dividend or other distribution payable in Common Stock
or in Convertible Securities, or (2) to subscribe for or purchase
Common Stock or Convertible Securities, then such record date
shall be deemed to be the date of the issue or sale of the shares
of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other
distribution or the date of the granting of such right of
subscription or purchase, as the case may be.
(F) The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for
the account of the Company, provided that such shares are neither
issued, sold or otherwise distributed by the Company.
(G) For purposes hereof, the "Market Price" shall mean the
closing bid price of the Common Stock on The Nasdaq SmallCap
Market, The Nasdaq National Market or the principal exchange upon
which the Common Stock may be listed, or, if the Common Stock
shall not then be quoted on The Nasdaq SmallCap Market or The
Nasdaq National Market or listed on a national securities
exchange, but shall otherwise be traded in the over-the-counter
market, on such over-the-counter market, in each case on the day
prior to the date of determination of such "Market Price." If at
any time the Common Stock shall not be quoted on The Nasdaq
SmallCap Market or the Nasdaq National Market, listed on a
national securities exchange, or otherwise traded in the
over-the-counter market, the "Market Price" of a share of Common
Stock shall be deemed to be the higher of (x) the book value
thereof (as determined by any firm of independent public
accountants of nationally recognized standing selected by the
Board of Directors) as of the
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last day of any month ending within 60 days preceding the date of
determination, or (y) the fair value thereof (as determined in
good faith by the Board of Directors) as of a date which shall be
within 15 days of the date of determination.
(iii) In case at any time the Company shall subdivide its
outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision shall be
proportionately reduced. In case at any time the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased. Any adjustment under
this paragraph (f)(iii) shall become effective at the close of business
on the date the subdivision or combination shall become effective.
(iv) If the purchase or exercise price provided for in any right
or option referred to in paragraph (f)(ii)(A), or the rate at which any
Convertible Securities referred to in paragraph (f)(ii)(A) or (B) shall
be convertible into or exchangeable for Common Stock, shall change or a
different purchase or exercise price or rate shall become effective at
any time or from time to time (including any change resulting from
termination of such right, option or convertible security), then, upon
such change becoming effective, the Exercise Price then in effect
hereunder shall forthwith be increased or decreased to such Exercise
Price as would have been obtained had the adjustments made upon the
granting or issuance of such rights or options or Convertible Securities
been made upon the basis of (A) the issuance of the number of shares of
Common Stock theretofore actually delivered upon the exercise of such
options or rights or upon the conversion or exchange of such Convertible
Securities consideration received therefor and (B) the granting or
issuance at the time of such change of any such options, rights or
Convertible Securities then still outstanding for the consideration, if
any, received by the Company therefor and to be received on the basis of
such changed price.
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(v) The Company shall not be required to make any adjustment to
the Exercise Price in the case of:
(A) the granting, after the date hereof, by the Company of
stock options under the Company's 1995 Stock Option Plan, so long
as the shares of Common Stock underlying such options are covered
by the 500,000 shares currently reserved for issuance under such
Plan as of the date hereof;
(B) the issuance of shares of Common Stock, pursuant to
the exercise of the options referred to in paragraph (f)(v)(A)
above or the exercise of any other options or warrants
outstanding as of the date hereof;
(C) the issuance of shares of the Company's Series A
Convertible Preferred Stock (the "Preferred Shares") under the
Purchase Agreement or of shares of Common Stock upon the
conversion of any such shares of the Company's Series A
Convertible Preferred Stock or upon the exercise of any of the
Warrants; or
(D) the issuance of warrants to purchase up to 100,000
shares of Common Stock to LBC Capital Resources, Inc. ("LBC") as
a portion of its finder's fee pursuant to that certain letter
agreement, dated May 9, 1997, between LBC and the Company and the
issuance of shares of Common Stock upon the exercise thereof.
(vi) Whenever the Exercise Price payable upon exercise of this
Warrant shall be adjusted pursuant to this paragraph (f), the number of
Warrant Shares purchasable upon exercise hereof simultaneously shall be
adjusted by multiplying the number of Warrant Shares issuable
immediately prior to such adjustment by the Exercise Price in effect
immediately prior to such adjustment and dividing the product so
obtained by the Exercise Price, as adjusted.
(g) OFFICER'S CERTIFICATE. The Company shall give notice to each
record holder of the Warrants of any event or
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transaction that shall result in an adjustment in the Exercise Price, within
five (5) business days thereof, at such ▇▇▇▇▇▇'s address as the same appears on
the books of the Company, including a computation of such adjustment and any
adjustment in the number of Warrant Shares for which such Holder may exercise
such Holder's Warrant and any further information as shall be necessary to
confirm the computation of such adjustments.
(h) CERTAIN NOTICES TO HOLDERS. So long as this Warrant shall be
outstanding, if (i) the Company shall pay any dividend or make any distribution
upon the Common Stock, (ii) the Company shall offer to the holders of the Common
Stock for subscription or purchase by them any share of any class or any other
rights or (iii) any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation, merger or other business
combination of the Company with or into another corporation, sale, lease or
transfer of all or substantially all of the assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least 20 days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record
date shall be established for the purpose of such dividend, distribution or
rights or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up shall take place and
the date, if any to be fixed, as of which the holders of Common Stock or other
securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION, MERGER OR OTHER BUSINESS
COMBINATION. In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock, or in case of any consolidation,
merger or other business combination of the Company with or into another
corporation or other entity (other than a merger with a subsidiary in which
merger the Company is the continuing corporation and which shall
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not result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation or
other entity of all or substantially all of the assets of the Company (other
than a sale of all or substantially all of the assets of Deltco of Wisconsin,
Inc., a Wisconsin corporation), the Company shall cause effective provisions to
be made so that the Holder, by exercising this Warrant at any time after the
consummation of such reclassification, change, consolidation, merger, sale or
conveyance, shall be entitled to receive the stock or other securities or
property to which such Holder would have been entitled upon such consummation if
such Holder shall have exercised this Warrant immediately prior to such
consummation. Any such provision shall include provisions for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this paragraph (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances. In the event that, in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock subject to the provisions of paragraph (f) hereof.
(j) BUY-IN RIGHTS. In the event that (i)(A) the Company shall fail for
any reason to deliver shares of Common Stock to a Holder (other than for reasons
within the control of such Holder) upon any exercise of this Warrant within the
period specified in paragraph (a) hereof or (B) the Company shall fail to remove
any restrictive legend on any certificates evidencing such shares of the Common
Stock as and when required under Section 5(i) of the Purchase Agreement and (ii)
thereafter, such Holder shall purchase (in an open market transaction or
otherwise) shares of Common Stock to make delivery in satisfaction of a sale by
such Holder of (A) the shares of Common Stock which such Holder anticipated
receiving upon such exercise, or (B) such unlegended
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shares of Common Stock, as the case may be (in each case, the "Sold Shares"),
then the Company shall pay to such Holder (in addition to any other remedies
available to the Holder) the amount by which (x) such Holder's total purchase
price (including brokerage commissions, if any) for the shares of Common Stock
so purchased shall exceed (y) the net proceeds received by such Holder from the
sale of the Sold Shares. The Company shall make any payments required pursuant
to this paragraph (j) within five days after receipt of written notice from the
Holder setting forth the calculation of the amount due hereunder. The provisions
of this paragraph (j) shall not apply with respect to any exercise of this
Warrant prior to December __, 1997.
(k) REDEMPTION. At any time after six months following the date
hereof, the Company, upon notice given to each Holder, may elect to redeem all
of the outstanding Warrants at a price per Warrant equal to $0.10 for each
Warrant Share for which each such Holder's Warrants may then be exercised, if,
but only if: (i) the Market Price shall have been at least $6.00 (which amount
shall be adjusted in the manner set forth in paragraph (f)(iii) hereof) on each
of the ten business days immediately preceding such notice, (ii) the
registration statement required to be filed under Section 4(b) of the Purchase
Agreement (the "Shelf Registration Statement") shall be effective and permit the
sale of all Warrant Shares for which such Warrants may then be exercised and
(iii) the Common Stock shall be listed and trading on The Nasdaq SmallCap
Market, The Nasdaq National Market or a national securities exchange. Any such
redemption shall be effective on the thirtieth day following the date of such
notice; provided, however, that a Holder of Warrants may elect at any time prior
to the effective date of redemption to exercise all or any portion of its
Warrants in accordance with the terms hereof; and provided, further, that the
Company's right to redeem shall be suspended during such thirty day period for
the number of days that all Warrant Shares may not be sold pursuant to an
effective registration statement for any reason whatsoever or the Common Stock
shall not be listed and trading on The Nasdaq SmallCap Market, The Nasdaq
National Market or a national securities exchange. The notice period shall then
be extended for a period of time equal to the number of days during the notice
period during which the Shelf Registration Statement shall not have
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permitted the sale of all Warrant Shares or the Common Stock shall not have been
so listed and trading. The redemption price shall be payable in full, in cash,
on the effective date of any redemption pursuant to this paragraph (k). A
redemption notice delivered by the Company pursuant to this paragraph (k) shall
be irrevocable.
(l) NASDAQ LIMITATIONS. Unless permitted by the applicable rules and
regulations of The Nasdaq SmallCap Market (or the principal securities exchange
on which the Common Stock shall be listed or traded if changed from The Nasdaq
SmallCap Market), the aggregate number of shares of Common Stock (i) issued or
issuable upon conversion of the Preferred Shares, (ii) issued as dividends on
the Preferred Shares under Section 2 of the Certificate of Determination
relating thereto, (iii) issued as Default Shares under Section 4(g) of the
Purchase Agreement, (iv) issued or issuable upon exercise of this Warrant and
(v) issued or issuable upon exercise of up to 100,000 of the warrants described
in paragraph (f)(v)(D) hereof shall not exceed the number of shares of Common
Stock that the Company can issue pursuant to Nasdaq Marketplace Rule
4310(c)(25)(H) (as amended as set forth in SEC Release No. 34-38469).
(m) GOVERNING LAW. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York.
(n) NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Warrant shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to the Holder shall be in writing and
addressed to the Holder at the address indicated in the Purchase Agreement or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; five (5) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any nationally recognized overnight courier (prepaid); or one
(1) business day after transmission by facsimile and receipt by the sender of
facsimile confirmation.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed and attested by the undersigned, each being duly authorized, as of the
date below.
Dated: September __, 1997
PLANET POLYMER TECHNOLOGIES, INC.
By
------------------------------------------------
Name:
Title:
Attest:
------------------------------------------
, Secretary
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the Warrant
to the extent of purchasing _______ shares of Common Stock and hereby makes
payment of $____________ in payment of the Exercise Price.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, _____________ hereby sells, assigns and
transfers unto
Name:_______________________ Social Security No.
(print in block letters) or Federal Taxpayer Identification
No.:_________
Address:__________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
______ shares of Common Stock as to which such right is exercisable and does
hereby irrevocably constitute and appoint ________________, as Attorney, to
transfer the same on the books of the Company with full power of substitution.
Date ________________, 19__ Signature__________________
Name:
Title: