EXHIBIT 5
---------
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. FURTHERMORE, THIS WARRANT SHALL NOT BE SOLD OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN SECTION 14
OF THE AGREEMENT REFERRED TO HEREINAFTER, A COMPLETE AND CORRECT COPY OF
WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF BPI PACKAGING
TECHNOLOGIES, INC., AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF
THIS WARRANT UPON WRITTEN REQUEST.
No. W - 1999-1
__________________________________
Common Stock Purchase Warrant
BPI Packaging Technologies, Inc., a Delaware corporation (the "Company")
hereby certifies that, for value received, DGJ, L.L.C. (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 eighty million (80,000,000) 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 to the Securities Purchase Agreement
(the "Agreement"), dated as of January 27, 1999, between the Company and
the Investor, a copy of which is on file at the principal office of the
Company. The holder of this Warrant shall be entitled to all of the
benefits of the Agreement as provided therein.
1. DEFINITIONS.
Terms defined in the Agreement and not otherwise defined herein are
used herein with the meanings so defined. 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 as provided by the
Agreement by the holder at any time from and after the date hereof, 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)
----------
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
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 cause the Company to register shares of Warrant Stock, and any shares
issued upon exercise hereof, under the Securities Act and any blue sky or
securities laws of an jurisdictions within the United States at the time
and in the manner specified in the Agreement.
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 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 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
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 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, (iii) will comply in all respects
with the provisions of Sections 7 or 9 (as the case may be) and Section 9
of the Agreement except to the extent such compliance may be waived by the
Holder, and (iv) 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 and the
Agreement.
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
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.
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 pursuant to the
Agreement, 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. MISCELLANEOUS.
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.
___________________________
Secretary By:____________________________
Name:
Title:
[CORPORATE SEAL]
Dated as of January 27, 1999
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 requests that certificates for such shares be issued
in the name of
__________________________________
__________________________________
__________________________________
(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
__________________________________
__________________________________
__________________________________
(Please print name and address)
Dated: ______________, ____ Name of Holder
(Print)
By: _____________________________
Name:
Title:
FORM OF ASSIGNMENT
------------------
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:
Number
Name of Assignee Address of Warrants
---------------- ------- -----------
---------------- ------- -----------
---------------- ------- -----------
---------------- ------- -----------
---------------- ------- -----------
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.
Name of Holder
(Print): ________________________
Dated: ____________, ____ By: _______________________________
Name:
Title: