EXHIBIT E
VOTING AGREEMENT
This VOTING AGREEMENT (this "VOTING AGREEMENT") is made as of March 30,
2004, by and between CorrPro Investments, LLC, a Delaware limited liability
company (the "COMPANY") and American Capital Strategies, Ltd., a Delaware
corporation ("ACS").
RECITALS
WHEREAS, the Company has entered into that certain Securities Purchase
Agreement (the "SECURITIES PURCHASE AGREEMENT"), dated as of December 15, 2003,
by and between the Company and Corrpro Companies, Inc., an Ohio corporation
("CORRPRO") pursuant to which the Company has agreed to purchase certain
Securities (as defined in the Securities Purchase Agreement) of Corrpro; and
WHEREAS, an affiliate of ACS has entered into that certain Note and
Equity Purchase Agreement (the "NOTE PURCHASE AGREEMENT") with Corrpro and
certain of its subsidiaries dated as of the date hereof to purchase subordinated
notes and warrants of Corrpro; and
WHEREAS, ACS is a member of the Company, and ACS and the Company have
agreed that upon the closing of the transactions contemplated by the Securities
Purchase Agreement and the Note Purchase Agreement and for so long as ACS is a
member of the Company, the Company will vote its Corrpro equity securities in
favor of any action reasonably requested by ACS to effect the election of an ACS
designee as a member of the board of directors of Corrpro.
NOW, THEREFORE, in consideration of the recitals set forth above and
the premises, covenants and agreements hereinafter set forth and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Voting. The Company hereby acknowledges and agrees that for so
long as ACS is a member of the Company, the Company shall vote its Corrpro
equity securities in favor of any action reasonably requested by ACS to effect
the election of ACS's designee as a member of the board of directors of Corrpro.
2. Execution. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement, and all of which, when taken together, shall be deemed to constitute
one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for any purpose
whatsoever.
3. Reasonable Efforts; Cooperation. The parties shall use their
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective as promptly as practicable the provisions
contained herein and to cooperate with each other in connection with the
foregoing.
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EXHIBIT E
4. Further Assurances. The parties agree to take such further
actions and execute and deliver such other documents, certificates, agreements
and other instruments as may be reasonably necessary or desirable in order to
consummate or implement this Agreement.
5. Governing Law. This Agreement shall be governed by, construed,
interpreted and applied in accordance with the laws of the State of Delaware,
without giving effect to any conflict of laws rules that would refer the matter
to the laws of another jurisdiction.
6. Binding Effect. The provisions hereof shall inure to the
benefit of, and be binding upon, the permitted assigns, successors, heirs,
executors and administrators of the parties hereto. This Agreement may not be
assigned without the written consent of all other parties.
7. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, the legality, validity, and enforceability of the remaining
provisions of this Agreement shall not be affected thereby, and in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be legal, valid, and enforceable.
* * * * *
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EXHIBIT E
This Agreement has been executed as of the date first written above.
CORRPRO INVESTMENTS, LLC
By: Xxxxxxx Partners III, L.P.,
its authorized member
By: Xxxxxxx Management Company III, L.P.,
its general partner
By: Xxxxxxx Management Limited III, LLC,
its general partner
By: /s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
Principal
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ Xxxxxxx X. XxxXxxxxx
--------------------------------------
Xxxxxxx X. XxxXxxxxx
Vice President
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