Exhibit 5
FIRST AMENDMENT
TO
VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment") is made and
entered into on the _____ 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 or
constitute grounds for contesting the validity hereof.
IN WITNESS WHEREOF Jimirro, Laikin and Xxxxxx have executed this Amendment
as of the date first above written.
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Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
04103.0001 #331181
