Exhibit 4
J2 COMMUNICATIONS
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VOTING AGREEMENT
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May 17, 2002
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT"), dated as of May 17, 2002, is
entered into by and among Xxxxxx X. Xxxxxx ("XXXXXX"), Xxxx Xxxxxx, Xxxxxxx
X. Xxxxxx, Xxxxxx Xxxxxx, DC Investments, LLC and National Lampoon
Acquisition Group, LLC, a California limited liability company (each a
"PURCHASER" and together the "PURCHASERS"), Samerian LLP, an Indiana limited
liability partnership, Diamond Investments, LLC, an Indiana limited liability
company, Xxxxxxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, XX Leasing Company, LLC,
a Mississippi limited liability company, and Xxxx X. Xxxxxx (collectively,
the "NLAG SHAREHOLDERS"), and Xxxxx X. Xxxxxxx ("JIMIRRO"). The Purchasers,
the NLAG Shareholders and Jimirro are sometimes referred to in this Agreement
individually as a "SHAREHOLDER" and collectively as the "SHAREHOLDERS".
RECITALS
WHEREAS, as of the date hereof, Jimirro, certain of the Purchasers and the
NLAG Shareholders each own shares of the Common Stock, no par value (the
"COMMON STOCK"), of J2 Communications, a California corporation (the
"COMPANY");
WHEREAS, each of the Purchasers has agreed to purchase or will be granted an
option to purchase, and the Company has agreed to sell and grant options to
purchase, pursuant to a Preferred Stock and Warrant Purchase Agreement dated
April 25, 2002, as amended by the First Amendment to Preferred Stock and
Warrant Purchase Agreement dated May 17, 2002 (the "PURCHASE AGREEMENT"),
shares of Series B Convertible Preferred Stock of the Company, no par value
(the "SERIES B PREFERRED") and warrants to acquire shares of Common Stock of
the Company (the "WARRANTS"); and
WHEREAS, the obligations of the Company to sell, and the Purchasers to
purchase, the Series B Preferred and Warrants pursuant to the Purchase
Agreement are conditioned upon the execution and delivery of this Agreement
by Jimirro, the Purchasers and the NLAG Shareholders.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
Section 1. VOTING AND OTHER ACTIONS.
(a) Each of the Shareholders hereby agrees that at each meeting of the
shareholders of the Company at which directors are to be elected after the
Closing (as defined in the Purchase Agreement) and in connection with any
action by written consent such Shareholder will vote (or execute such written
consent with respect to, as the case may be) all shares of the capital stock
of the Company which are voting shares, and any other voting securities of
the Company, over which such Shareholder has voting control or which are
owned by such Shareholder, beneficially or of record, or will cause such
shares or securities to be voted (or such consent to be executed), and will
take all other necessary or desirable actions within such Shareholder's
control in his or her capacity as a shareholder, director, member of a board
committee or officer of the Company, including acting by written consent to
the extent permitted under applicable law, so that:
(i) during the term of this Agreement the Board of Directors of the Company
(the "BOARD") will include, and until (but not necessarily after) the Payment
Satisfaction Date (hereinafter defined) will exclusively include, (A) three
persons nominated by Jimirro (including their successors, the "JIMIRRO
DIRECTORS"), (B) so long as the Purchasers and their transferees who are or
become parties to and bound by this Agreement continue to beneficially own in
the aggregate not less than 281,690 shares of Common Stock including as
beneficially owned by them all shares of Common Stock into which their Series
B Preferred could be converted (the foregoing required number of shares shall
automatically be increased proportionately on account of any subdivision,
share dividend, stock split or similar transaction and decreased
proportionately on account of any reverse stock split, combination or similar
transaction affecting the Common Stock occurring after the date of this
Agreement), three persons nominated by the holders of a majority of the
shares of Common Stock beneficially owned from time to time by the Purchasers
(including their successors, the "SERIES B DIRECTORS"), and (C) one person
nominated jointly by a majority of the Jimirro Directors and a majority of
the Series B Directors (the "INDEPENDENT DIRECTOR"); provided, however, that
the Independent Director will be nominated solely by a majority of the Series
B Directors from and after the Payment Satisfaction Date (hereinafter
defined); provided, further, that as a condition precedent to the
effectiveness of each Jimirro Director's election or appointment to the
Board, each Jimirro Director must execute and deliver to the Company, an
agreement to resign from the Board effective immediately upon (but only upon)
the termination of this Agreement, subject to the satisfaction of such
Jimirro Director's fiduciary duties as a director of the Company, in the form
attached hereto as Exhibit A;
(ii) until the Payment Satisfaction Date (hereinafter defined) any committees
of the Board will be created only upon the approval of a majority of the
Series B Directors and a majority of the Jimirro Directors, and in each case
will consist of (A) an equal number of Series B Directors and Jimirro
Directors and, to the extent permitted, (B) the Independent Director;
(iii) any vacancy created by the death, resignation or removal of any of the
Jimirro Directors, the Series B Directors or the Independent Director will be
filled by a person nominated to fill such vacancy by the person or group of
persons entitled, under clause (i) above, to nominate the director who died,
resigned or was removed;
(iv) none of the Jimirro Directors or the Series B Directors will be removed
(with or without cause) from the Board unless the Board has received a prior
written request for such removal from the person or group of persons entitled
to nominate the director to fill the vacancy that would be created by such
removal;
(v) Jimirro will be elected as Chairman of the Board, President and Chief
Executive Officer of the Company during his employment with the Company, and
will remain as Chairman of the Board after termination of such employment for
so long as he beneficially owns at least 100,000 shares of Common Stock (the
foregoing required number of shares shall automatically be increased
proportionately on account of any subdivision, share dividend, stock split or
similar transaction and decreased proportionately on account of any reverse
stock split, combination or similar transaction affecting the Company's
Common Stock occurring after the date of this Agreement);
(vi) Laikin will be elected to the office of Chief Operating Officer of the
Company for so long as Jimirro is the President and Chief Executive Officer,
or until such earlier time as the Directors may elect;
(vii) unless approved in writing by the holders of a majority of the
outstanding shares of Series B Preferred, so long as any shares of Series B
Preferred Stock remain outstanding no action (including, without limitation,
amending the Articles of Incorporation or the Bylaws of the Company) will be
taken to amend, alter or repeal any rights, preferences or privileges of, or
any restrictions provided for the benefit of, the Series B Preferred, to
adversely affect the rights of the holders of the Series B Preferred or the
Series B Directors, or to authorize, create or issue (by reclassification or
otherwise) any shares of any class or series of stock having preferences
senior to the Series B Preferred Stock; and
(viii) unless approved in writing by Jimirro, until the Payment Satisfaction
Date (hereinafter defined) no action will be taken to amend, alter or repeal
the Articles of Incorporation or the Bylaws of the Company.
(b) Each of the Shareholders hereby agrees that such Shareholder will not,
and will not permit its affiliates (as such term is defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended) or
associates (as such term is defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended) to, (x) elect to cumulate votes
pursuant to Section 708(b) of the California Corporations Code, or (y) prior
to the Payment Satisfaction Date (hereinafter defined) nominate for election
as a director any person in addition to those nominated or to be nominated in
accordance with Section 1(a)(i) of this Agreement, or (z) directly or
indirectly cause, request, solicit or encourage any other shareholder of the
Company to do any of the acts described in subdivisions (x) or (y) of this
Section 1(b). In the event that any shareholder of the Company who is not a
party to this Agreement nominates for election as a director a person other
than those nominated or to be nominated in accordance with Section 1(a)(i) of
this Agreement, and in the further event that the shareholders of the Company
shall be entitled to cumulate their votes in the election of directors in
question, then each of the Shareholders hereby agrees that in any election of
directors held or to be held until the termination of this Agreement for
which such other person is so nominated such Shareholder shall vote such
Shareholder's shares as follows: (A) for each person nominated to be a
Jimirro or a Series B Director each Shareholder shall cast the number of
votes with respect to its shares (whether on a cumulated basis or not,
depending on whether an election has been made to cumulate votes pursuant to
Section 708(b) of the California Corporations Code) which is equal to 14.3
percent of the total number of votes in respect of which such Shareholder is
entitled to vote in respect of its shares, rounded up to the next whole
number of votes; and (B) for the person nominated to be the Independent
Director each Shareholder shall vote the remainder of such Shareholder's
votes in respect of its shares (whether on a cumulated basis or not).
(c) Each of the Shareholders hereby agrees to take all necessary or desirable
actions within such Shareholder's control in such Shareholder's capacity as a
shareholder, director, member of a board committee or officer of the Company
to cause the Company to reincorporate in the State of Delaware as soon as
commercially practicable after the Closing (as defined in the Purchase
Agreement). In connection with such reincorporation, each Shareholder agrees
that such Shareholder will (x) take all necessary or desirable actions within
such Shareholder's control in such Shareholder's capacity as a shareholder,
director, member of a board committee or officer of the Company (1) to cause
the Company's (or its successor entity's, as the case may be) corporate
documents (including, without limitation, its charter and bylaws) to be
substantially in the form of the Company's current corporate documents,
subject only to such differences as are required by Delaware law, and (2) to
cause the Company, as soon as it may do so under applicable law and in
accordance with the existing factual circumstances, to issue the Section 2115
Certificate (hereinafter defined), and (y), if necessary, enter into a new
voting agreement having terms substantively identical to this Agreement
regarding the capital stock of any successor entity to the Company resulting
from such reincorporation. Each of the Shareholders hereby agrees that as
soon as commercially practicable following such reincorporation, such
Shareholder will designate an address of record outside the State of
California for purposes of the records of the Company or any successor entity
to the Company and will maintain such address of record until the termination
of this Agreement pursuant to Section 2 below.
(d) Jimirro and Laikin agree that until the Payment Satisfaction Date
(hereinafter defined), in the event either Jimirro or Laikin (if he is a
Series B Director) is unable under applicable law to participate, or
otherwise elects not to participate, in a vote or decision of the Board on
account of his personal interest in the matter being voted on or decided,
then neither of such persons shall participate as a Director in such vote or
decision of the Board.
(e) For purposes of this Agreement, the "PAYMENT SATISFACTION DATE" is the
date following the termination of Jimirro's employment with the Company as of
which the following condition (whichever is applicable) has been satisfied:
(i) if Jimirro's employment with the Company has been terminated by the
Company for "Cause" pursuant to Section 4(e) of the Employment Agreement
between Jimirro and the Company dated May 17, 2002 (the "NEW AGREEMENT") or
by Jimirro otherwise than for an Executive Good Reason Termination Event
pursuant to Section 4(g) of the New Agreement, then upon full payment of all
compensation (excluding payments with respect to the movie "National
Lampoon's Xxx Xxxxxx") owed to Jimirro under the New Agreement; or
(ii) if Jimirro's employment with the Company has been terminated by reason
of Jimirro's death or disability, by the Company for "Convenience" pursuant
to Section 4(f) of the New Agreement, or by Jimirro for an Executive Good
Reason Termination Event pursuant to Section 4(g) of the New Agreement, then
upon the later of (A) full payment to Jimirro of all compensation (including
payments under the Severance Note (as defined in the New Agreement) but
excluding payments with respect to the movie "National Lampoon's Xxx Xxxxxx")
owed to Jimirro under the New Agreement, and (B) thirteen (13) months after
the payment to Jimirro of the "Cash Severance Payment" pursuant to, and as
defined in, Section 5(d)(i) of the New Agreement.
(f) Each of the Shareholders hereby represents and warrants for the benefit
of each of the other Shareholders that it beneficially owns as of the date of
this Agreement the number of shares of Common Stock set forth opposite such
Shareholder's name in Exhibit B to this Agreement.
(g) For purposes of this Agreement, the term "beneficially", when it modifies
"own" or a derivative of "own", shall have the meaning ascribed to it in the
rules and regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934, as amended.
(h) The Shareholders acknowledge that shares of capital stock of the Company
that they own may be subject in certain respects to Rule 144 of the
Securities Act of 1933, as amended.
Section 2. TERMINATION OF AGREEMENT. This Agreement will terminate and be of
no further force or effect upon the mutual written agreement to terminate of
Jimirro and the Purchasers who hold a majority of the shares of Series B
Preferred then held by the Purchasers or, in the absence of such an agreement
to terminate, upon the last to occur of the following dates:
(a) the Payment Satisfaction Date; or
(b) the date as of which Jimirro personally first ceases to own beneficially
(whether by reason of his death or otherwise) at least 100,000 shares of
Common Stock (the foregoing required number of shares shall automatically be
increased proportionately on account of any subdivision, share dividend,
stock split or similar transaction and decreased proportionately on account
of any reverse stock split, combination or similar transaction affecting the
Company's Common Stock occurring after the date of this Agreement).
Section 3. MISCELLANEOUS.
(a) Succession.
(i) Until the date of reincorporation of the Company in the State of Delaware
(as contemplated by Section 1(c) of this Agreement) (the "REINCORPORATION
DATE") the benefits and burdens of this Agreement shall not be personal to
the Restricted Transferors (as defined herein) and will pass to the
successors in interest and/or the transferees of any of their shares. In
addition, it shall be a condition of any sale, transfer or assignment of any
shares by any Restricted Transferor that the successor in interest to such
shares (including, without limitation, any buyer, transferee or assignee)
execute an adherence and assumption agreement to the terms and conditions of
this Agreement in or substantially in the form attached hereto as Exhibit C.
(ii) After the Reincorporation Date and until the Payment Satisfaction Date,
unless the Company shall have issued a certificate to the effect that the
Company is not subject to subdivision (b) of Section 2115 of the California
Corporations Code upon a request therefor by any stockholder (a "SECTION 2115
CERTIFICATE"), the benefits and burdens of this Agreement shall not be
personal to the Restricted Transferors (as defined herein) and will, pass to
the successors in interest and/or the transferees of any of their shares. In
addition, it shall be a condition of any sale, transfer or assignment at such
time of any shares by any Restricted Transferor that the successor in
interest to such shares (including, without limitation, any buyer, transferee
or assignee) execute an adherence and assumption agreement to the terms and
conditions of this Agreement in or substantially in the form attached hereto
as Exhibit C.
(iii) After the Reincorporation Date and until the Payment Satisfaction Date,
in the event that the Company shall have issued a Section 2115 Certificate,
the benefits and burdens of this Agreement shall not pass to the successors
in interest and/or the transferees of any of the shares of the parties hereto
except to the extent that the Restricted Transferors, considered together as
a group, shall cease as a result of any sale, transfer or assignment of any
shares at such time, to hold an aggregate number of Shares which represent a
number of votes in an election of directors of the Company equal to 50% of
the total number of votes applicable to all outstanding voting securities of
the Company plus one vote. For the avoidance of doubt, the successor in
interest to any Shares (including, without limitation, any buyer, transferee
or assignee) as a result of a sale, transfer or assignment which results in
the Restricted Transferors, considered together as a group, ceasing to hold
such number of Shares, and the successors in interest to any Shares as a
result of subsequent sales, transfers or assignments, shall be bound by the
benefits and burdens of this Agreement, and each such subsequent sale,
transfer or assignment shall be conditioned upon the execution by each of
such successor or successors in interest of an adherence and assumption
agreement to the terms and conditions of this Agreement in or substantially
in the form attached hereto as Exhibit C.
(iv) The benefits and burdens of this Agreement with respect to Jimirro are
wholly personal to him and will not flow to or bind his transferees or
successors in interest with respect to his Common Stock. After the Payment
Satisfaction Date, the benefits and burdens of this Agreement will be wholly
personal to each of the Shareholders and will not flow to or bind their
transferees with respect to any of their shares of stock.
(v) For the purposes of this Section 3(a) and of Section 3(e)(ii)(z) the
proportion that (1) the votes represented by the shares held by the holders
of shares initially required to be legended under Section 3(e)(i), considered
together as a group, bears to (2) the total number of votes shall be
calculated without taking account, for any purposes, of any shares of Common
Stock acquired by or issued to Jimirro as a result of the exercise of any
stock options held by Jimirro as of the date of this Agreement or to be
granted to Jimirro pursuant to the terms of the New Agreement.
(vi) Any sale, transfer or assignment of shares by a Restricted Transferor
which is, pursuant to the terms of this Agreement, conditional upon the
successor in interest to such shares (including, without limitation, any
buyer, transferee or assignee) executing an adherence and assumption
agreement to the terms and conditions of this Agreement in or substantially
in the form attached hereto as Exhibit C, in circumstances where such
condition has not been satisfied shall constitute a breach of this Agreement
by such Restricted Transferor.
(vii) For the purposes of this Agreement, in determining whether any sale,
transfer or assignment of any shares is a sale, transfer or assignment by a
Restricted Transferor, each of the following persons shall be a "Restricted
Transferor":
(A) until the Reincorporation Date, the Shareholders (except
for Jimirro) and the successors in interest to any of their shares
(including, without limitation, any buyer, transferee or assignee);
and
(B) from and after the Reincorporation Date and until the
Payment Satisfaction Date, if the Company shall not have issued a
Section 2115 Certificate, the persons who were Restricted Transferors
pursuant to Subsection 3(vii)(A) and the successors in interest to
any of their shares (including, without limitation, any buyer,
transferee or assignee); and
(C) from and after the Reincorporation Date and until the
Payment Satisfaction Date, if the Company shall have issued a Section
2115 Certificate and the sale, transfer or assignment in question is,
or is subsequent to, a Prohibited Transfer (defined below), only
those persons who were Restricted Transferors pursuant to Subsection
3(vii)(A) and the successors in interest to any of their Shares
(including, without limitation, any buyer, transferee or assignee).
For purposes of this Agreement, a "PROHIBITED TRANSFER" is a sale or
transfer of shares which results in, or is subsequent to a sale or
transfer which resulted in, the persons who were Restricted
Transferors pursuant to Subsection 3(vii)(A) and the successors in
interest to any of their shares (including, without limitation, any
buyer, transferee or assignee), considered together as a group,
ceasing to hold an aggregate number of shares which represent an
amount of votes in an election of directors of the Company equal to
50% of the total number of votes plus one vote).
(b) Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of California, without
giving effect to its principles or rules regarding conflicts of laws (to the
extent such principles or rules would require the application of the law of
another jurisdiction).
(c) Severability. If any provision of this Agreement or portion thereof shall
be declared invalid, illegal or unenforceable, such provision or portion
thereof shall be severed and all remaining provisions shall continue in full
force and effect.
(d) Amendments. No amendment, alteration or modification of this Agreement
shall be valid unless in each instance such amendment, alteration or
modification is expressed in a written instrument executed by each of Jimirro
and the holders of a majority of the shares of Series B Preferred purchased
pursuant to the Purchase Agreement, provided, that if any such purported
amendment would discriminate against any one Shareholder, such Shareholder's
consent shall be required for such amendment. Notwithstanding the foregoing,
in no event shall an amendment to this Agreement that has the effect of
removing a Series B Director or a Jimirro Director be valid without the
consent of the persons who nominated such Series B Director or Jimirro
Director, respectively.
(e) Legends.
(i) Each of the Shareholders (other than Jimirro) hereby agrees that each
certificate representing shares of Series B Preferred held by such
Shareholder, and each certificate of Common Stock acquired by such
Shareholder (A) as a result of the conversion of Series B Preferred into
Common Stock or upon exercise of the Warrants and (B) prior to the date on
and after which the legend is removable under Section 3(e)(iii), may bear a
legend containing the following words:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
VOTING AGREEMENTS SET FORTH IN THE VOTING AGREEMENT DATED AS OF MAY
17, 2002 BY THE PARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE
OFFICE OF THE COMPANY."
(ii) In the event that any holder of shares of Common Stock or of Series B
Preferred decides to sell or transfer any of such shares owned by him and in
respect of which the certificate or certificates bear such legend, then such
holder shall be entitled to request by written notice to the Company that the
Company exchange such certificates for certificates which do not bear any
legend, and each of the Shareholders hereby agrees to take all necessary or
desirable actions within such Shareholder's control in his or her capacity as
a shareholder, director, member of a board committee or officer of the
Company to cause the Company so to exchange such certificates, provided
always that (x) the Reincorporation Date shall have passed, (y) the Company
shall have issued a Section 2115 Certificate and (z) the Company shall not be
able to prove that such sale or transfer is a Prohibited Transfer.
(iii) From and after the Payment Satisfaction Date, any shareholder of the
Company holding shares the certificates in respect of which are legended as
provided in Section 3(e)(i) shall be entitled to request by written notice to
the Company that the Company exchange any legended certificate for a
certificate which does not bear any legend, and each of the Shareholders
hereby agrees to take all necessary or desirable actions within such
Shareholder's control in his or her capacity as a shareholder, director,
member of a board committee or officer of the Company to cause the Company so
to exchange such certificates.
(f) Waiver. No waiver of any provision of this Agreement shall be valid
unless it is expressed in a written instrument duly executed by the party or
parties making such waiver. The failure of any party to insist, in any one or
more instances, on performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of any such term, covenant or
condition but the obligation of any party with respect thereto shall continue
in full force and effect.
(g) Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed telex or facsimile if sent during normal business
hours of the recipient; if not, then on the next business day, (iii) five
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt, as follows:
(i) If to any or all of the Purchasers or NLAG Shareholders, to:
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
with a copy (which shall not constitute notice) to:
LEAGRE XXXXXXXX XXXXXXX LLP
0000 Xxxxx Xxxxxxx Xxxxx
000 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxx X. Xxxxxxx, Esq.
Fax: 000-000-0000
(ii) If to Jimirro, to:
Xxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
with a copy (which shall not constitute notice) to:
XXXXXX, XXXX XXXXXXXX LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Fax: 000-000-0000
Alternatively, to such other address as a party hereto supplies to each other
party in writing.
(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
(i) Headings. The headings of this Agreement are for convenience and shall
not control or affect the meaning or construction of any provision hereof.
(j) Specific Performance. Each of the Shareholders agrees and acknowledges
that the other Shareholders will be irreparably damaged in the event this
Agreement is not specifically enforced. Each of the parties therefore agrees
that in the event of a breach of any provision of this Agreement the
aggrieved party may elect to institute and prosecute proceedings in any court
of competent jurisdiction to enforce specific performance or to enjoin the
continuing breach of this Agreement. Such remedies shall, however, be
cumulative and not exclusive, and shall be in addition to any other remedy
which any Shareholder may have.
Section 4. EFFECTIVE TIME. This Agreement will become effective immediately
upon, but will not be effective prior to, the consummation of the sale of one
or more shares of Series B Preferred by the Company pursuant to the Purchase
Agreement.
IN WITNESS WHEREOF the undersigned have set their hands as of the
above date.
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx (individually)
SAMERIAN LLP
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Xxxx Xxxxxx
By
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Xxxx Xxxxxx, Managing Member DIAMOND INVESTMENTS, LLC
---------------------------------- By
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Xxxxxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx, Managing Member
DW LEASING COMPANY, LLC
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Xxxxx X. Xxxxxxxx
By
--------------------------------
Xxxxxxx X. Xxxxxx, Managing Member
NATIONAL LAMPOON ACQUISITION
GROUP, LLC
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Xxxx X. Xxxxxx
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By Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
ACKNOWLEDGED:
J2 COMMUNICATIONS
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Xxxxxx Xxxxxx
By
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DC INVESTMENTS, LLC Xxxxx X. Xxxxxxx (President)
By
--------------------------------
Xxxxxxx X. Xxxxxx, Managing Member
EXHIBIT A
The undersigned hereby agrees to resign from the Board of Directors of J2
Communications, a California corporation (the "Company"), effective
immediately upon the termination pursuant to Section 2 thereof of that
certain Voting Agreement dated as of May 17, 2002 among Xxxxxx X. Xxxxxx,
Xxxx Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, DC Investments, LLC and
National Lampoon Acquisition Group, LLC, a California limited liability
company, Samerian LLP, an Indiana limited liability partnership, Diamond
Investments, LLC, an Indiana limited liability company, Xxxxxxxxxxx X.
Xxxxxxxx, Xxxxx X. Xxxxxxxx, XX Leasing Company, LLC, a Mississippi limited
liability company, Xxxx X. Xxxxxx and Xxxxx X. Xxxxxxx; provided, however,
that the obligation set forth herein shall be subject in all respects to the
satisfaction of the undersigned's fiduciary duties to the Company.
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Director
04103.0001 #331142
