Exhibit 10.14
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
-----------------------------------------
Xxxx Xxxxxx
By
--------------------------------
Xxxx Xxxxxx, Managing Member DIAMOND INVESTMENTS, LLC
---------------------------------- By
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Xxxxxxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx, Managing Member
DW LEASING COMPANY, LLC
-----------------------------------------
Xxxxx X. Xxxxxxxx
By
--------------------------------
Xxxxxxx X. Xxxxxx, Managing Member
NATIONAL LAMPOON ACQUISITION
GROUP, LLC
-----------------------------------------
Xxxx X. Xxxxxx
----------------------------------
By Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
ACKNOWLEDGED:
J2 COMMUNICATIONS
----------------------------------
Xxxxxx Xxxxxx
By
---------------------------------------
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
EXHIBIT B
OWNERSHIP OF SHARES
Number of shares owned
---------------------------------------
Name of Shareholder Common Stock Series B Preferred
------------------- ------------ ------------------
Xxxxx X. Xxxxxxx 233,667
Xxxxxx X. Xxxxxx 167,250 19,864
Xxxx Xxxxxx 141,050 3,000
Samerian, LLP 20,000
Xxxxxxx X. Xxxxxx 68,200 4,880
Diamond Investments, LLC 92,399
DW Leasing Company, LLC 17,350
Xxxxxxxxxxx X. Xxxxxxxx 129,900
Xxxxx X. Xxxxxxxx 60,200
Xxxx X. Xxxxxx 26,000
Xxxxxx Xxxxxx 40,100 2,500
DC Investments, LLC 0 5,000
National Lampoon
Acquisition Group, LLC 0
EXHIBIT C
FORM OF ASSUMPTION AND ADHERENCE AGREEMENT
ASSUMPTION AND ADHERENCE AGREEMENT
THIS ASSUMPTION AND ADHERENCE AGREEMENT (this "Assumption
Agreement") is entered into this ____ day of ___________, 200___ by and between
[Name of Transferor Shareholder], ("Seller") and between [Name of Transferee]
("Buyer").
WHEREAS, Seller and Buyer have entered into a Stock Transfer Agreement,
dated as of _______________, 200___ (the "Stock Transfer Agreement"), pursuant
to which Seller has agreed to sell, transfer, convey, assign and deliver to
Buyer all of the Seller's right, title and interest in and to ____ shares of
[Common Stock/Series B Preferred Stock] (the "Shares") in the capital of J2
Communications, a [California] Corporation, and Buyer has agreed, by executing
this Assumption Agreement, to assume the burdens and obligations (the
"Obligations") of Seller with respect to the Shares pursuant to that voting
agreement (the "Voting Agreement") dated May 17, 2002 and made between the
Purchasers (as defined therein), the NLAG Shareholders (as defined therein) and
Xxxxx X. Xxxxxxx ("Jimirro");
WHEREAS, pursuant to Section [3(a)(i)/3(a)(ii)] of the Voting Agreement,
Buyer is required to execute and deliver to Jimirro this Assumption Agreement
whereby Buyer assumes such obligations;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained in the Asset Purchase Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer hereby undertakes and agrees from and after the date hereof, to assume and
to perform and discharge when due the Obligations, and otherwise to adhere to
the terms and conditions of the Voting Agreement.
This Assumption Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
This Assumption Agreement shall be governed by and construed in
accordance with the Laws of the State of California applicable to a contract
executed and performed in such State, without giving effect to the conflicts of
laws principles thereof.
IN WITNESS WHEREOF, the undersigned have [executed/caused their duly
authorized officers to execute] this Assumption Agreement on the day and year
first above written.
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SELLER
By:
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Name:
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Its:
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BUYER
By:
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Name:
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Its:
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