FIRST AMENDMENT TO VOTING AGREEMENT
FIRST
AMENDMENT
TO
THIS
FIRST AMENDMENT TO
VOTING AGREEMENT (this "Amendment") is made and
entered into on the 6th day
of June, 2002, by
and among Xxxxx X. Xxxxxxx
("Jimirro"), Xxxxxx X. Xxxxxx ("Laikin"), and Xxxxxx Xxxxxx
("Xxxxxx").
RECITALS
A.
Jimirro, Laikin and Xxxxxx are parties to that certain Voting Agreement dated as
of May 17, 2002, relating to their shares of the common stock and/or Series B
Convertible Preferred Stock (the "Series B Preferred") of J2
Communications, a
California corporation (the "Company"). Various other shareholders of
the Company are also parties to the Voting Agreement.
B.
Pursuant to Section 3(d) of the Voting Agreement, the Voting Agreement can be
amended in writing by Jimirro and the holders of a majority of
the outstanding shares of Series
B Preferred that
were purchased pursuant to
that certain Preferred Stock and Warrant
Purchase Agreement dated April 25, 2002, as amended by a First
Amendment to Preferred Stock and Warrant Purchase Agreement dated May 17,
2002, among the Company, Laikin, Xxxxxx and
other purchasers of Series B Preferred (the "Purchase
Agreement").
X. Xxxxxx
is the holder of more than a majority of
the outstanding shares of Series B Preferred purchased
pursuant to the Purchase Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of
the foregoing and of the mutual
promises and covenants made herein, Jimirro, Laikin and
Xxxxxx agree to amend, and do hereby amend, the Voting Agreement as
follows:
Section 1. Xxxxxx Removal. Xxxxxx
is removed as a party to the Voting Agreement effective as
of May 17, 2002.
Section
2. Continued Effect. The Voting Agreement shall continue in effect as
to all parties thereto other than Xxxxxx in accordance with its terms and as
amended hereby.
Section
3. Notice of Amendment. Laikin will provide a
signed photocopy of this Amendment to all
parties to the Voting Agreement who are not signers of
this Amendment. However, his failure to do so as to any or
all of such parties to the Voting Agreement will not impair
the effectiveness of this Amendment,
constitute grounds for contesting the validity hereof or impair the
effectiveness or enforceability of the Voting Agreement as among or against such
party or parties, or any of the other parties thereto.
IN
WITNESS WHEREOF Jimirro, Laikin and Xxxxxx have executed this
Amendment as of the date first above written.
/s/ Xxxxx X.
Xxxxxxx
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/s/ Xxxxxx X.
Xxxxxx
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Xxxxx
X. Xxxxxxx
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Xxxxxx
X. Xxxxxx
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/s/ Xxxxxx
Xxxxxx
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Xxxxxx
Xxxxxx
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