EXHIBIT 4.3
Right to Purchase Shares of Common Stock
of
BPI PACKAGING TECHNOLOGIES, INC.
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SHALL NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS.
No. W - 1999-8
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Common Stock Purchase Warrant
BPI Packaging Technologies, Inc., a Delaware corporation (the
"Company") hereby certifies that, for value received, The Brantrock Group (the
"Investor") or its successors or assigns, is entitled, subject to the terms set
forth below, to purchase from the Company at any time or from time to time after
the date hereof five million (5,000,000) fully paid and non-assessable shares of
Common Stock (as defined in Section 13 hereof), at an initial purchase price per
share of $.04 (such price per share as adjusted from time to time as provided
herein is referred to herein as the "Exercise Price"). The number and character
of such shares of Common Stock and the Exercise Price are subject to adjustment
as provided herein. For purposes of determining the number of shares of Common
Stock issuable to the Investor, all computations hereunder shall be made on a
fully diluted basis after giving effect to the exercise of all outstanding
warrants, options, rights, agreements, or other commitments or obligations of
any kind of the Company to issue shares of Common Stock that exist, whether or
not then exercisable, on any date the Investor exercises this Warrant.
This Warrant is issued pursuant that certain Settlement Agreement dated
January 27, 1999, between the Company, the Brantrock Group and DGJ, L.L.C. (the
"Settlement Agreement"). The holder of this Warrant shall be entitled to the
benefits of the Settlement Agreement and shall be bound by the restrictions set
forth therein.
1. DEFINITIONS. Certain terms are used in this Warrant as specifically
defined in Section 13 hereof.
2. EXERCISE OF WARRANT.
2.1 EXERCISE. This Warrant may be exercised by the holder in
whole or, from time to time, in part, to the extent provided in Section
3.4 of the Settlement Agreement, by surrender of this Warrant, with the
form of subscription at the end hereof duly executed by such holder, to
the Company at its principal office, accompanied by
payment, by certified or official bank check payable to the order of
the Company in the amount obtained by multiplying the number of shares
of Common Stock for which this Warrant is then exercisable by the
Exercise Price then in effect. If the Warrant is not exercised in full,
the Company, at its expense, will forthwith issue and deliver to or
upon the order of the holder hereof (the "Warrantholder") a new Warrant
or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes)
may request, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock equal (without giving effect to
any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares (without giving
effect to any adjustment therein) for which this Warrant shall have
been exercised.
2.2 NET ISSUE EXERCISE. In lieu of exercising this Warrant
pursuant to Section 2.1, this Warrant may be exercised by the
Warrantholder by the surrender of this Warrant to the Company, with a
duly executed Exercise Form marked to reflect Net Issue Exercise and
specifying the number of Warrant Shares to be purchased, during normal
business hours on any business day during the exercise period. The
Company agrees that such Warrant Shares shall be deemed to be issued to
the Warrantholder as the record holder of such Warrant Shares as of the
close of business on the date on which this Warrant shall have been
surrendered as aforesaid. Upon such exercise, the Warrantholder shall
be entitled to receive shares equal to the value of this Warrant (or
the portion thereof being cancelled) by surrender of this Warrant to
the Company together with notice of such election, in which event the
Company shall issue to Warrantholder a number of shares of the
Company's Common Stock computed as of the date of surrender of this
Warrant to the company using the following formula:
X = Y(A-B)
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A
Where:
X = the number of shares of Common Stock to be issued
to Warrantholder under this Section 2.2;
Y = the number of shares of Common Stock otherwise
purchasable under this Warrant (at the date of such
calculation) or, if only a portion of this Warrant is being
exercised, the number of Warrant Shares being exercised;
A = the Current Market Price of one share of the
Company's Common Stock (at the date of such calculation); and
B = the Exercise Price (as adjusted to the date of
such calculation).
CURRENT MARKET PRICE. For purposes of this Section
2.2, Current Market Price of one share of the Company's Common
Stock shall mean, as of any date:
the average of the daily closing prices per
share of the Company's Common Stock on the principal
national securities exchange or on The Nasdaq Stock
Market's ("Nasdaq") National Market, on which the
Common Stock is listed or admitted to trading, for
the five (5) trading days ending on the second
trading day before such date, or
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if not listed or traded on any such exchange
or market, the average of the last reported sale
price per share on the Nasdaq SmallCap Market for the
five (5) trading days ending on the second trading
day before such date, or
if not listed or traded on any such
exchange or Nasdaq, the average of the bid and
asked prices per share as reported in the "pink
sheets" published by the National Quotation
Bureau, Inc. for the five (5) trading days ending
on the second trading day before such date, or
if such quotations are not available, the
fair market value per share of the Company's Common
Stock on the date such notice was received by the
Company as reasonably determined by the Board of
Directors of the Company.
2.3 STOCK RECEIVABLE UPON EXERCISE. The shares of Common
Stock receivable upon exercise of this Warrant shall be shares of the
Company's voting Common Stock, par value $.01 per share.
2.4 TERMINATION OF THE WARRANT. Unless previously exercised,
this Warrant shall terminate on January 27, 2009.
2.5. WARRANT AGENT. If a bank or trust company shall have
been appointed as trustee for the holder of the Warrant pursuant to
Section 6.2 hereof, such bank or trust company shall have all the
powers and duties of a warrant agent appointed pursuant to Section 14
hereof and shall accept, in its own name for the account of the Company
or such successor entity as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be,
on exercise of this Warrant pursuant to this Section 2.
3. REGISTRATION RIGHTS.
3.1 REGISTRATION RIGHTS. The holder of this Warrant has the
right to require the Company to include shares of Warrant Stock, and
any shares issued upon exercise hereof, in any registration of the
Company's securities under the Securities Act, upon the terms and
subject to the conditions set forth in Section 12.3 of that certain
Securities Purchase Agreement dated the date hereof between the Company
and DGJ, L.L.C. (the "Agreement"). For purposes of Sections 12.3-12.12
of that Agreement, the holder hereof shall be deemed a Holder of
Registrable Securities.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
ten (10) days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of fully paid and non-assessable shares of Common Stock (or Other
Securities) to which such holder shall be entitled on such exercise, together
with any other stock
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or other securities and property (including cash, where applicable) to which
such holder is entitled upon such exercise.
4.1 FRACTIONAL SHARES. In the event that the exercise of
this Warrant, in full or in part, results in the issuance of any
fractional share of Common Stock, then in such event the holder of this
Warrant shall be entitled to cash equal to the fair market value of
such fractional share as determined in good faith by the Company's
Board of Directors.
5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS, RECLASSIFICATIONS AND FOR
CERTAIN SALES.
5.1 DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS. In case at
any time or from time to time, the holders of Common Stock shall have
received, or (on or after the record date fixed for the determination
of stockholders eligible to receive) shall have become entitled to
receive, without payment therefor:
(a) other or additional stock or other securities or
property (other than cash) by way of dividend; or
(b) other or additional (or less) stock or other
securities or property (including cash) by way of spin-off,
split-up, reclassification, recapitalization, combination of
shares, or similar corporate restructuring;
other than additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 7
hereof), then and in each such case the holder of this Warrant, on the exercise
hereof as provided in Section 2 hereof, shall be entitled to receive the amount
of stock and other securities and property (including cash in the case referred
to in subsection (b) of this Section 5) that such holder would have received
prior to or would have held on the date of such exercise if on the date hereof
he had been the holder of record of the number of shares of Common Stock called
for on the face of this Warrant and had thereafter, during the period from the
date hereof to and including the date of such exercise, retained such shares and
all such other or additional stock and other securities and property (including
cash in the case referred to in subsection (b) of this Section 5) receivable by
such holder as aforesaid during such period, giving effect to all further
adjustments called for during such period by Sections 6 and 7 hereof.
5.2 ADJUSTMENT FOR ISSUE OR SALE AT LESS THAN EXERCISE PRICE.
Other than as set forth in Section 5.1, if at any time the Company
shall issue or sell shares of its Common Stock for a consideration per
share less than the Exercise Price then in effect, then and in each
such case the holder of this Warrant shall be entitled to receive, in
lieu of the shares of Common Stock theretofore receivable upon the
exercise of this Warrant, a number of shares of Common Stock determined
by (a) dividing the Exercise Price per share at the time in effect by a
Pro Forma Adjusted Purchase Price per share to be computed as provided
below, and (b) multiplying the resulting quotient by the number of
shares of
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Common Stock then issuable upon exercise of this Warrant. Such Pro
Forma Adjusted Purchase Price shall be computed by dividing
(i) the sum of (x) the result obtained by
multiplying the number of shares of Common Stock of the
Company outstanding immediately prior to such issue or sale by
the Exercise Price per share at the time in effect, and (y)
the consideration, if any, received by the Company upon such
issue or sale, by
(ii) the number of shares of Common Stock of the
Company outstanding immediately after such issue or sale.
6. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER.
6.1 CERTAIN ADJUSTMENTS. In case at any time or from time to
time, the Company shall (i) effect a capital reorganization,
reclassification, or recapitalization, (ii) consolidate with or merge
into any other Person, or (iii) transfer all or substantially all of
its properties or assets to any other Person under any plan or
arrangement contemplating the dissolution of the Company, then in each
such case, the holder of this Warrant, on the exercise hereof as
provided in Section 2 hereof and payment of the Exercise Price, at any
time after the consummation of such reorganization, recapitalization,
consolidation, or merger or the effective date of such dissolution, as
the case may be, shall receive, in lieu of the Common Stock (or Other
Securities) issuable on such exercise prior to such consummation or
effective date, the stock and other securities and property (including
cash) to which such holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may
be, if such holder had so exercised this Warrant immediately prior
thereto, all subject to further adjustment thereafter as provided in
Sections 5 and 7 hereof.
6.2 APPOINTMENT OF TRUSTEE FOR WARRANT HOLDERS UPON
DISSOLUTION. In the event of any dissolution of the Company following
the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall, at its expense, deliver
or cause to be delivered the stock and other securities and property
(including cash, where applicable) receivable by the holders of the
Warrant after the effective date of such dissolution pursuant to this
Section 6 to a bank or trust company having an office in Boston,
Massachusetts, as trustee for the holder or holders of the Warrant.
6.3 CONTINUATION OF TERMS. Upon any reorganization,
consolidation, merger, or transfer (and any dissolution following any
transfer) referred to in this Section 6, this Warrant shall continue in
full force and effect and the terms hereof shall be applicable to the
shares of stock and other securities and property receivable on the
exercise of this Warrant after the consummation of such reorganization,
consolidation, or merger or the effective date of dissolution following
any such transfer, as the case may be, and shall be binding upon the
issuer of any such stock or other securities, including, in the case of
any such transfer, the Person acquiring all or substantially all of the
properties or assets of the
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Company, whether or not such Person shall have expressly assumed the
terms of this Warrant as provided herein.
7. ADJUSTMENTS FOR ISSUANCE OF COMMON STOCK AND AMOUNT OF OUTSTANDING
COMMON STOCK.
7.1 GENERAL. If at any time there shall occur any stock split,
stock dividend, reverse stock split, or other subdivision of the
Company's Common Stock ("Stock Event"), then the number of shares of
Common Stock to be received by the holder of this Warrant shall be
appropriately adjusted such that the proportion of the number of shares
issuable hereunder to the total number of shares of the Company (on a
fully diluted basis) prior to such Stock Event is equal to the
proportion of the number of shares issuable hereunder after such Stock
Event to the total number of shares of the Company (on a fully diluted
basis) after such Stock Event. No adjustment to the Exercise Price
shall be made in connection with any adjustment of the number of shares
of Common Stock receivable upon exercise of this Warrant, except that
the Exercise Price shall be proportionately decreased upon the
occurrence of any stock split or other subdivision of the Common Stock.
The Rights Offering contemplated by Section 21 of the Agreement shall
not trigger the adjustments hereunder.
7.2 OTHER ISSUANCES OF COMMON STOCK. Unless the holder of
this Warrant shall otherwise agree, if at any time there shall be any
increase in the number of shares of Common Stock outstanding or which
the Company is obligated to issue, or covered by any option, warrant,
or convertible security which is outstanding or which the Company is
obligated to issue, then the number of shares of Common Stock to be
received by the holder of this Warrant shall be adjusted to that number
determined by multiplying the number of shares of Common Stock
purchasable hereunder prior thereto by a fraction (i) the numerator of
which shall be the number of shares of Common Stock outstanding or
which the Company is obligated to issue, or covered by options,
warrants, or convertible securities which the Company is obligated to
issue, immediately after such increase, and (ii) the denominator of
which shall be the number of shares of Common Stock outstanding or
which the Company is obligated to issue, or covered by options,
warrants, or convertible securities which are outstanding or which the
Company is obligated to issue, immediately prior to such increase.
Thereupon, the Exercise Price shall be correspondingly reduced so that
the aggregate Exercise Price shall be correspondingly reduced so that
the aggregate Exercise Price for all shares of Common Stock covered
hereby shall remain unchanged. The provisions of this Section 7.2 shall
not apply to any issuance of additional Common Stock for which an
adjustment is provided under Section 7.1 hereof.
7.3 OTHER SECURITIES. In case any Other Securities shall
have been issued, or shall then be subject to issue upon the conversion
or exchange of any stock (or Other Securities as defined in Section 13
hereof) of the Company (or any other issuer of Other Securities or any
other entity referred to in Section 6 hereof) or to subscription,
purchase, or other acquisition pursuant to any rights or options
granted by the Company (or such
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other issuer or entity), the holder hereof shall be entitled to receive
upon exercise hereof such amount of Other Securities (in lieu of or in
addition to Common Stock) as is determined in accordance with the terms
hereof, treating all references to Common Stock herein as references to
Other Securities to the extent applicable, and the computations,
adjustments, and readjustments provided for in this Section 7 with
respect to the number of shares of Common Stock issuable upon exercise
of this Warrant shall be made as nearly as possible in the manner so
provided and applied to determine the amount of Other Securities from
time to time receivable on the exercise of the Warrant, so as to
provide the holder of the Warrant with the benefits intended by this
Section 7 and the other provisions of this Warrant.
8. PREEMPTIVE RIGHTS.
In the event the Company hereafter issues additional Common Stock, or
securities convertible into Common Stock, grants any rights or options to
subscribe for or purchase any such securities, or enters into any agreements or
issues any warrants providing for the issuance of any such securities, then each
Warrant holder shall have the preemptive right to subscribe for and to purchase,
at the same price such securities, rights, options or warrants shall be issued
or granted to any other Person, an amount of such securities, rights, option,
agreement or warrants equal to that amount sufficient to preserve the percentage
interest in the Company beneficially owned by the Warrant holder. Such right may
be exercised for not more than thirty (30) days after notice of such right is
received by the Warrant holder. The Investor's rights under this Section 8 shall
terminate at such time as the Investor beneficially owns Common Stock
representing an amount less than thirty percent (30%) of the shares of Common
Stock issuable upon exercise of this Warrant.
9. NO DILUTION OR IMPAIRMENT.
The Company will not, by amendment of its Articles or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate to protect the
rights of the holder of the Warrant against dilution or other impairment.
Without limiting the generality of the foregoing, the Company (i) will not
increase the par value of any shares of stock receivable on the exercise of the
Warrant above the amount payable therefor on such exercise, (ii) will take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable shares of stock on the
exercise of the Warrant from time to time outstanding, and (iii) will not
transfer all or substantially all of its properties and assets to any other
entity (corporate or otherwise), or consolidate with or merge into any other
entity or permit any such entity to consolidate with or merge into the Company
(if the Company is not the surviving entity), unless such other entity shall
expressly assume in writing and will be bound by all the terms of this Warrant.
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10. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS.
In each case of any event that may require any adjustment or
readjustment in the shares of Common Stock issuable on the exercise of this
Warrant, the Company at its expense will promptly cause independent certified
public accountants selected by the Board of Directors to compute such adjustment
or readjustment, if any, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment, or stating
the reasons why no adjustment or readjustment is being made, and showing, in
detail, the facts upon which any such adjustment or readjustment is based,
including a statement of (i) the number of shares of the Company's Common Stock
then outstanding on a fully diluted basis, and (ii) the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted and readjusted (if
required by Section 7) on account thereof. The Company will promptly mail a copy
of each such certificate to each holder of a Warrant, and will, on the written
request at any time of any holder of a Warrant, furnish to such holder a like
certificate setting forth the calculations used to determine such adjustment or
readjustment.
11. NOTICES OF RECORD DATE.
In the event of:
(a) any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares
of stock of any class or any other securities or property, or to
receive any other right; or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the
Company to or any consolidation or merger of the Company with or into
any other Person; or
(c) any voluntary or involuntary dissolution, winding-up of
the Company, or liquidation; or
(d) any proposed issue or grant by the Company of any
shares of stock of any class or any other securities, or any right or
option to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities (other than the issue of
Common Stock on the exercise of this Warrant), then, and in each such
event, the Company will mail or cause to be mailed to the holder of
this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution, or
right, and stating the amount and character of such dividend,
distribution, or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation, or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common
Stock (or
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Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation, or
winding-up, and (iii) the amount and character of any stock or other
securities, or rights or options with respect thereto, proposed to be
issued or granted, the date of such proposed issue or grant and the
Persons or class of Persons to whom such proposed issue or grant is to
be offered or made. Such notice shall be mailed at least thirty (30)
days prior to the date specified in such notice on which any such
action is to be taken.
12. RESERVATION OF STOCK ISSUANCE ON EXERCISE OF WARRANT.
The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrant, a number of shares of its
Common Stock equal to the total number of shares of Common Stock from time to
time issuable upon exercise of the Warrant, and, from time to time, will take
all steps necessary to amend its Articles to provide sufficient reserves of
shares of Common Stock issuable upon exercise of the Warrant.
13. DEFINITIONS.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
13.1 The term "Company" shall include BPI Packaging
Technologies, Inc., and any corporation that succeeds to or assumes the
obligations of the Company hereunder.
13.2 The term "Common Stock" means (i) the Company's voting
Common Stock, par value $.01 per share, (ii) any other capital stock of
any class or classes (however designated) of the Company, the holders
of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions
on any shares entitled to preference, and (iii) any other securities
into which or for which any of the securities described in clauses (i)
or (ii) above have been converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets, or otherwise.
13.3 The term "Other Securities" refers to any capital stock
(other than Common Stock) and other securities of the Company or any
other entity (corporate or otherwise) (i) which the holder of this
Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of this Warrant, in lieu of or in addition to
Common Stock, or (ii) which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities, in each case pursuant to Section 5 or 6 hereof.
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14. WARRANT AGENT.
The Company may, by written notice to the holder of this Warrant,
appoint an agent having an office in Boston, Massachusetts, for the purpose of
issuing common Stock on the exercise of this Warrant pursuant to Section 2
hereof, and exchanging or replacing this Warrant or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
15. REMEDIES.
The Company stipulates that the remedies at law of the holder of this
Warrant in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
16. NOTICES.
All notices and other communications from the Company to the holder of
this Warrant shall be mailed by first class registered or certified mail,
postage prepaid, at such address as may have been furnished to the Company in
writing by such holder or, until any such holder furnishes to the Company an
address, then to, and at the address of, the last holder of this Warrant who has
so furnished an address to the Company.
17. TRANSFERS.
Subject to applicable securities laws, this Warrant is freely
transferable. This Warrant shall be transferable only on the books of the
Company maintained at its principal office upon delivery of this Warrant duly
endorsed by the Warrantholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
countersign and deliver new Warrants to the Persons entitled thereto.
18. EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.
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 such bond or indemnification as the Company may reasonably
require, and, in the case of such mutilation, upon surrender and cancellation of
this Warrant, the Company will execute and deliver a new Warrant of like tenor.
The term "Warrant" as used in this Agreement shall be deemed to include any
Warrants issued in substitution or exchange for this Warrant.
19. MISCELLANEOUS.
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In case any provision of this Warrant shall be invalid, illegal or
unenforceable, or partially invalid, illegal or unenforceable, the provision
shall be enforced to the extent, if any, that it may legally be enforced and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by a statement in writing signed
by the party against which enforcement of such change, waiver, discharge or
termination is sought. This Warrant shall be governed by and construed in
accordance with the domestic substantive laws (and not the conflict of law
rules) of the State of Delaware. The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof. This Warrant shall take effect as an instrument under seal.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and its corporate seal to be impressed hereon and
attested by its Secretary.
ATTEST: BPI PACKAGING TECHNOLOGIES, INC.
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Secretary By:
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Name:
Title:
[CORPORATE SEAL]
Dated as of January 27, 1999
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FORM OF SUBSCRIPTION TO PURCHASE
(To Be Executed by the Holder if the Holder Desires to Exercise Warrants
Evidenced by the Foregoing Warrant)
To: BPI PACKAGING TECHNOLOGIES, INC.
[The undersigned hereby irrevocably elects to exercise _____ Warrants evidenced
by the foregoing Warrant for, and to purchase thereunder, ____ shares of Common
Stock issuable upon exercise of said Warrants and delivery of $_____________ in
cash, and any applicable taxes payable by the undersigned pursuant to such
warrant.]
[The undersigned hereby irrevocably elects to exercise the foregoing
Warrant utilizing the Net Issue Exercise Option.]
The undersigned requests that certificates for such shares be issued in the
name of
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(Please print name and address)
If said number of Warrants shall not be all the Warrants evidenced by the
foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to
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----------------------------------
----------------------------------
(Please print name and address)
Dated: , Name of Holder
-------------- ----- (Print)
By:
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Name:
Title:
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FORM OF ASSIGNMENT
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FOR VALUE RECEIVED, ________________________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
in and to the number of Warrants (as defined in and evidenced by the foregoing
Warrant) set opposite the name of such assignee below and in and to the
foregoing Warrant with respect to said Warrants and the shares of Common Stock
issuable upon exercise of said Warrants:
Name of Assignee Address Number
---------------- ------- of Warrants
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------------------------------------ ------------------------------------ ----------------
------------------------------------ ------------------------------------ ----------------
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If the total of said Warrants shall not be all the Warrants evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so assigned be issued in the name of and delivered
to the undersigned.
Dated: , Name of Holder
-------------- ----- (Print):
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By:
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Name:
Title:
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