Exhibit 1.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") dated as of
March 30, 2004 by and between Corrpro Companies Inc., an Ohio corporation (the
"COMPANY"), and ComputerShare Investor Services, LLC (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent have previously entered into that
certain Rights Agreement, dated as of July 23, 1997 (the "AGREEMENT"), as
amended by Amendment No. 1 dated December 15, 2003;
WHEREAS, Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement provides,
in part, that the Agreement may be supplemented or amended without the approval
of any holders of Right Certificates (as defined in the Agreement);
WHEREAS, the Company has entered into the Securities Purchase Agreement
dated as of December 15, 2003, by and between the Company and CorrPro
Investments, LLC, a Delaware limited liability company ("PURCHASER"), pursuant
to which Purchaser agreed to purchase $13,000,000 of the Company's redeemable
preferred stock and warrants to purchase up to that number of shares equal to
40% of the fully diluted Common Shares (as defined in the Agreement); and
WHEREAS, the Board of Directors of the Company has determined in good faith
that the amendments to the Agreement set forth herein are desirable and,
pursuant to Section 27 (SUPPLEMENTS AND AMENDMENTS) of the Agreement, has duly
authorized such amendments to the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties agree as follows:
Section 1. Amendment to Section 7(a) of the Agreement. Clause (i) of
Section 7(a) of the Agreement is hereby amended and restated in its entirety as
follows:
(i) the Close of Business on March 30, 2004 (the "FINAL EXPIRATION DATE"),
Section 2. Effectiveness. This Amendment shall be effective as of March 30,
2004, as if executed by both parties on such date. Except as expressly amended
by this Amendment, the Agreement shall remain in full force and effect, and all
references to the Agreement from and after such time shall be deemed to be
references to the Agreement as amended hereby.
Section 3. Severability. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 4. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Ohio and for all purposes shall be governed
by and constructed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State, without regard to
conflicts of laws principles.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 6. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment.
Section 7. Exhibits. Exhibits B and C to the Agreement are hereby deemed to
be amended in a manner consistent with this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to Rights Agreement to be duly executed as of the day and year first above
written.
Attest: CORRPRO COMPANIES, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxx
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Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxx
--------------------------- Title: Chairman, CEO and President
Title: Paralegal
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COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Juli Bark By: /s/ Xxxxxxx Xxxxxx
--------------------------------- ----------------------------------
Name: Juli Bark Name: Xxxxxxx Xxxxxx
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Title: Director, Marketing Title: Director, Relationship
--------------------------- Management
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