SERIES "B"
COMMON STOCK PURCHASE WARRANT
U.S. PLASTIC LUMBER CORP.
(a Nevada corporation)
Dated: , 199
THIS CERTIFIES THAT
(hereinafter called the "Holder") will in the future during the
period hereinafter specified, upon fulfillment of the conditions
and subject to the terms hereinafter set forth, be entitled to
purchase from U.S. PLASTIC LUMBER CORP., a Nevada corporation
(hereinafter called the "Company"), ______ shares (the "Shares") of
the Company's common stock, par value $.001 per share ("Common
Stock"), at an exercise price of $4.50 per Share (the "Exercise
Price").
1. During the period commencing with the effectiveness of
the registration statement which registers the Shares underlying
this Warrant and ending on June 30, 1998, unless extended by the
Company ("Expiration Date"), the Holder shall have the right to
purchase the Shares hereunder at the Exercise Price. After the
Expiration Date, the Holder shall have no right to purchase any
Shares hereunder and this Warrant shall expire thereon effective at
4:00 p.m., New York time.
2. The rights represented by this Warrant may be exercised
at any time within the period above specified, in whole or in part,
by (i) the surrender of this Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of
the Company (or such other office or agency of the Company as it
may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); (ii) payment to
the Company of the Exercise Price then in effect for the number of
Shares specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) delivery to the
Company of a duly executed agreement signed by the Holder to the
effect that such person agrees to be bound by all provisions
hereof. This Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the
close of business on the date this Warrant is surrendered and
payment is made in accordance with the foregoing provisions of this
Paragraph 2, and the person or persons in whose name or names the
certificates for Shares shall be issuable upon such exercise shall
become the holder or holders of record of such Shares at that time
and date. The certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time after the rights
represented by this Warrant shall have been exercised.
3. This Warrant may not be sold, transferred, assigned, or
otherwise disposed of at any time by the Holder unless the sale is
registered or the Company shall be furnished with an opinion of
counsel in form and substance satisfactory to it that such sale,
transfer, assignment or other disposition does not require
registration under the Act and a valid exemption is available under
applicable federal and state securities laws. Any permitted
transfer or assignment shall be effected by the Holder (i)
completing and executing the form of assignment at the end hereof
and (ii) surrendering this Warrant with such duly completed and
executed assignment form for cancellation, accompanied by funds
sufficient to pay any transfer tax, at the principal executive
office of the Company, accompanied by a written representation from
each such assignee addressed to the Company stating that such
assignee agrees to be bound by the terms of this Warrant; whereupon
the Company shall issue, in the name or names specified by the
Holder (including the Holder) a new Warrant or Warrants of like
tenor with appropriate legends restricting transfer under the Act
and representing in the aggregate rights to purchase the same
number of Shares as are purchasable hereunder.
4. The Company covenants and agrees that all Xxxxxx
purchased hereunder will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability
will attach to the Holder thereof. The Company further covenants
and agrees that during the period within which this Warrant may be
exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide
for the exercise of this Warrant.
5. This Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company, either at
law or in equity, and the rights of the Holder are limited to those
expressed in this Warrant and are not enforceable against the
Company except to the extent set forth herein.
6. (a) The Company hereby agrees to, as promptly as
practicable, subject to the availability of current financial
information, file a registration statement pursuant to the Act to
the end that any shares of common stock acquired upon the exercise
of this Warrant prior to its expiration may be publicly sold under
the Act and to register the Warrant for public resale by the holder
hereof. Said Warrants and shares hereinafter referred to as the
"Registerable Securities".
(b) The Company will use its best efforts to cause the
registration statement to become and remain effective until June
30, 1998; provided, that such Holder shall furnish the Company with
appropriate information in connection therewith as the Company may
reasonably request and furnish indemnification in the manner
provided in Paragraph 7 hereof; and provided, further, that the
Company shall not be required to file such registration statement
on more than one occasion. Except to the extent required by law or
as set forth herein, all costs and expenses of the Company related
to such registration statement shall be borne by the Company,
except for fees and expenses of counsel for the Holder, if any. At
its expense, the Company shall supply prospectuses in order to
facilitate the public sale of the Registrable Securities, use its
best efforts to register and qualify any of the Registrable
Securities for sale in such state as such Holder shall reside at
the time of the initial filing of the registration statement, the
cost of which to be borne by the Company, and furnish indemnifica-
tion in the manner provided in Paragraph 7 hereof.
7. (a) Whenever, pursuant to Paragraph 6, a registration
statement relating to any Registrable Securities is filed under the
Act, amended or supplemented, the Company, by executing this
Warrant, acknowledges that it will indemnify and hold harmless the
Holder against any losses, claims, damages or liabilities, joint or
several, to which the Holder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in any such registration statement or any preliminary
prospectus or final prospectus constituting a part thereof or any
amendment or supplement thereto, or arise out of or are based upon
the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading;
and will reimburse the Holder for any legal or other expenses
reasonably incurred by the Holder in connection with investigating
or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished by the Holder for use
in the preparation thereof.
(b) Whenever, pursuant to Paragraph 6, a registration
statement relating to any Registrable Securities is filed under the
Act, amended or supplemented, the Holder by his acceptance of this
Warrant acknowledges that he will indemnify and hold harmless the
Company, each of its directors, officers and agents and each
person, if any, who controls the Company (within the meaning of the
Act) against any losses, claims, damages or liabilities to which
the Company or any such director, officer, agent or controlling
person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged
untrue statement of any material fact contained in any such
registration statement or any preliminary prospectus or final
prospectus constituting a part thereof, or any amendment or
supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission
or alleged omission was made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written
information furnished by the Holder for use in the preparation
thereof. The Holder will reimburse the Company or any such
director, officer, agent or controlling person for any legal or
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability
or action.
(c) After receipt by an indemnified party under this
Paragraph 7 of notice of the commencement of any action, such
indemnified party will, within 15 days thereof, give the indem-
nifying party notice of the commencement of such action if a claim
in respect thereof is to be made against any indemnifying party.
The omission by the indemnified party to notify the indemnifying
party will relieve the indemnifying party from any liability which
it may have to any indemnified party under this Paragraph 7.
Notice shall be mailed, delivered or telegraphed and confirmed, if
to any party, at its last known address.
(d) In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the
defense thereof with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party under this Paragraph 7 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(e) In the event any indemnified party pays any amount
in total or partial settlement of any claim without the prior
written approval of any indemnifying party, which approval shall
not be unreasonably withheld, then the failure to obtain such
approval will relieve the indemnifying party from any liability it
may have to any indemnified party under this Paragraph 7.
8. In the event that the Company shall at any time subdivide
or combine into a greater or lesser number the number of outstand-
ing shares of Common Stock, the number of Shares purchasable upon
exercise of the Warrant shall be proportionately increased and the
Exercise Price proportionally decreased in the case of subdivision
or, in the case of combination, the number of Shares purchasable
upon the exercise of the Warrant shall be proportionately decreased
and the Exercise Price proportionately increased. Irrespective of
any adjustments in the Exercise Price or the number of Shares
purchasable upon exercise of the Warrant, the Warrant theretofore
or thereafter issued may continue to express the same price and
number and kind of Shares as are stated in the Warrant initially
issued.
9. The Warrants represented by this certificate are subject
to redemption by the Company at $.01 per Warrant, at any time upon
30 day notice if the closing bid price of the Company's common
stock equals or exceeds $6.00 per share for 20 consecutive days.
The terms of the redemption and other terms of these Warrants are
set forth in a Warrant Agreement between the Company and its
Warrant Agent, which agreement shall control the terms and
conditions of this Warrant.
10. This Warrant Certificate does not constitute an offer to
sell, nor does it confer any right to purchase securities of the
company until such time as the conditions precedent to its
exercisability have been fulfilled.
11. This Warrant shall be governed by and be in accordance
with the laws of the State of Nevada and may not be amended other
than by written instrument executed by the parties hereto except as
provided in the Warrant Agreement between the Company and the
Warrant Agent.
IN WITNESS WHEREOF, U.S. PLASTIC LUMBER CORP. has caused this
Warrant to be signed by its duly authorized officers.
U.S. PLASTIC LUMBER CORP., a
Nevada Corporation
By:
X. Xxxxx Xxxxx, Secretary Xxxxx X. Xxxxxx, President
T42(a)seriesB.esi
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by
such Warrant for, and to purchase thereunder, Shares of
the Common Stock of U.S. PLASTIC LUMBER CORP., and herewith makes
payment of $ therefore, and requests that the share
certificates be issued in the name(s) of, and delivered to
_________________________________________________________________
whose address(es) is (are) ______________________________________
_________________________________________________________________
________________________________________________________________.
Dated: _______________________
______________________________
(Signature)
______________________________
Name (Print or Type)
______________________________
Address
______________________________
TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby assigns and
transfers unto _____________________________________________ the
right to purchase shares of the Common Stock of U.S. PLASTIC LUMBER
CORP. represented by the foregoing Warrant to the extent of
________ Shares, and appoints ___________________________, attorney
to transfer such rights on the books of ___________________________
__________________, with full power of substitution in the
premises.
Dated: _______________________
______________________________
(Signature)
______________________________
Name (Print or Type)
______________________________
Address
______________________________
T42(a)seriesB.esi
