Bpi Packaging Technologies Inc – ‘SC 13D’ on 2/5/99 re: Bpi Packaging Technologies Inc – EX-2

As of:  Friday, 2/5/99   ·   Accession #:  892626-99-62   ·   File #:  5-41537

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             12     49K 
 2: EX-1        Underwriting Agreement                                93    351K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      1      8K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2     10K 
 5: EX-4        Instrument Defining the Rights of Security Holders     9     35K 
 6: EX-5        Opinion re: Legality                                  12     45K 
 7: EX-6        Opinion re: Discount on Capital Shares                 6     25K 
 8: EX-7        Opinion re: Liquidation Preference                     1      7K 
 9: EX-8        Opinion re: Tax Matters                                1      8K 

EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Exhibit Table of Contents

EXHIBIT 2                                                                       
---------                                                                       

AGREEMENT                 
---------                 

THIS AGREEMENT (the "Agreement") is entered into as of this 27th day  
of January, 1999, by and between DGJ, L.L.C., a Delaware limited liability      
company ("DGJ") and Ivan J. Hughes, an individual resident of the State of      
Kentucky ("Hughes") and C. Jill Beresford, an individual resident of the        
Commonwealth of Massachusetts ("Beresford").                                    

NOW THEREFORE, for good and valuable consideration, the receipt,      
adequacy and sufficiency of which are hereby acknowledged, the parties          
hereby agree as follows:                                                        

1.   VOTING.   Hughes and Beresford, as stockholders of BPI Packaging           
Technologies, Inc. ("BPI"), shall vote their shares as directed by DGJ with     
respect to any matters presented to the Company's Stockholders with respect     
to the Securities Purchase Agreement, dated the date hereof, between BPI        
and DGJ.                                                                        

2.   SALE OF COMMON STOCK.  Hughes and Beresford shall not sell their           
shares of Common Stock of BPI without prior written consent of DGJ.             

3.   GOVERNING LAW.  This Agreement shall be governed by and construed in       
accordance with the domestic substantive laws of the State of Illinois          
without giving effect to any choice or conflict of law provision or rule        
that would cause the application of the domestic substantive laws of any        
other State.                                                                    

IN WITNESS WHEREOF, this Agreement has been duly executed the day and 
year specified above.                                                           

           DGJ, L.L.C.

             By:  /s/ GARY R. EDIDIN
                         -------------------------
              Gary R. Edidin

                 Title:  President
                                 -----------------

        /s/ IVAN J. HUGHES
                    ------------------------------
    Ivan J. Hughes

           /s/ C. JILL BERESFORD
                    ------------------------------
       C. Jill Beresford