Exhibit 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
May 31, 2004, is between YP Corp., a Nevada corporation (the "Company"), and
Registrar and Transfer Company, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of May 6, 2004 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1(k).
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Section 1(k) of the Rights Agreement is amended by replacing clause
(ii) thereof with the following:
"(ii) Xxxxx X. Xxxxx, for so long as such Person, together with any of
his Affiliates and Associates, shall be the Beneficial Owner of 15% or
more, but not more than 25%, of the shares of Common Stock then
outstanding, provided that such Persons shall cease to be an Exempt
Person at such time when such Person, together with any of his
Affiliates and Associates, (A) shall become the Beneficial Owner of
less than 15% of the shares of Common Stock then outstanding or (B)
shall commerce or publicly announce the intention to commence a tender
or exchange offer the consummation of which would result in such
Persons becoming the Beneficial Owner of shares of Common Stock
aggregating more than 25% of the Common Stock then outstanding."
2. Effectiveness.
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This Amendment shall be deemed effective as of May 31, 2004 as if executed
by both parties hereto on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. Miscellaneous.
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This Amendment shall be deemed to be a contract made under the laws of the
State of Nevada and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, 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. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
YP CORP.
By:
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Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
REGISTRAR AND TRANSFER COMPANY
By:
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Name:
Title:
