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AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS
This AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS ("Agreement") is
dated as of March 3, 1998, by and among Samstock, L.L.C., a Delaware limited
liability company ("Samstock"), EGI-Transmedia Investors, L.L.C., a Delaware
limited liability company ( formerly known as Transmedia Investors, L.L.C.,
"TNI", and together with Samstock, "Investor"), Xxxxxx Xxxxxx and Xxxx Xxxxxx,
each individually (collectively, "Stockholder"), and, solely for purposes of
Sections 1(e), 2(a), 2(b) and 8 through 19 inclusive of this Agreement,
Transmedia Network Inc., a Delaware corporation (the "Company"). Capitalized
terms used and not otherwise defined in this Agreement have the meanings
ascribed to them in Section 8 hereof.
R E C I T A L S
WHEREAS, reference is hereby made to: (i) that certain Stock Purchase
and Sale Agreement, dated as of November 6, 1997, (the "Purchase Agreement")
among the Company and Investor, pursuant to which Investor agreed to purchase
from the Company, and the Company has agreed to sell to Investor, (A) an
aggregate of 2,500,000 newly issued shares of common stock of the Company, par
value $.02 per share ("Common Stock"), and (B) warrants to purchase an
additional 1,200,000 shares of Common Stock in the aggregate; (ii) that certain
Assignment Agreement ("Assignment Agreement"), dated as of even date herewith,
among the Company, Investor and Halmostock Limited Partnership, a Wyoming
limited partnership ("Halmostock"), pursuant to which Investor has assigned to
Halmostock its right to acquire from the Company pursuant to the Purchase
Agreement (A) 352,941 shares of Common Stock and (B) warrants to acquire an
additional 169,412 shares of Common Stock; (iii) that certain Amended and
Restated Investment Agreement, dated as of even date herewith, among the
Company, Investor and Stockholder (the "Investment Agreement"); and (iv) that
certain Agreement Among Stockholders, dated as of November 6, 1997, by and
among, Investor, Stockholder and the Company (the "Original Agreement Among
Stockholders"). Capitalized terms used and not defined in this Agreement shall
have the meanings ascribed to them in the Investment Agreement.
WHEREAS, Investor, Stockholder and the Company intend for this
Agreement to amend, restate and supersede the Original Agreement Among
Stockholders in its entirety.
WHEREAS, as of the date hereof, Stockholder owns of record and/or
beneficially, directly or indirectly, that number of shares of Common Stock, or
options to purchase shares of Common Stock, set forth opposite Stockholder's
name on Exhibit A hereto.
WHEREAS, the parties desire that Stockholder grant Investor an
irrevocable proxy to vote all Shares whether now owned or hereafter acquired by
Stockholder, on the terms set forth in this Agreement.
WHEREAS, the parties desire to establish certain rights and
restrictions related to the transfer of Shares.
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A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
Section 1. Voting of Shares / Related Matters.
(a) Stockholder does hereby constitute and appoint Investor its
true and lawful attorney and proxy during the period that this Agreement
remains in force, to appear for, represent, and vote all Shares held by
Stockholder, whether now owned or hereafter acquired, for Stockholder at all
meetings of the stockholders of the Company, with power to vote upon any and
all questions which may arise at any such meeting or meetings, as fully and
with the same effect as if Stockholder had voted such Shares, subject, however,
to any applicable voting restrictions contained in the Investment Agreement.
(b) Investor may vote on behalf of Stockholder in person or by
proxy, and, promptly upon request from Investor, from time to time,
Stockholder shall execute and deliver to Investor a separate written proxy
conferring upon Investor, or such other person as Investor may designate, the
full, irrevocable authority to vote all of such Stockholder's Shares, whether
now owned or hereafter acquired, at any specified meeting of the stockholders
of the Company, subject, however, to any applicable voting restrictions
contained in the Investment Agreement.
(c) Irrespective of the grant of the proxies referred to in
subparagraphs (a) and (b) above, in each event where Stockholder is entitled to
vote any Shares, if and when requested by Investor, Stockholder shall vote all
of the Shares, whether now owned or hereafter acquired, held by Stockholder
which Stockholder is entitled to vote as directed by Investor, subject,
however, to any applicable voting restrictions contained in the Investment
Agreement.
(d) Stockholder hereby agrees that: (i) Investor may appointany
Affiliate of Investor to act on Investor's behalf or as Investor's successor
under this Section 1 with the same power and authority conferred on Investor;
and (ii) all power and authority conferred on Investor by this Section 1 is
coupled with an interest and is irrevocable and, to the extent not prohibited
by law, shall not be terminated by any act of Investor or Stockholder or by
operation of law or by the occurrence of any event whatsoever, including
without limitation, the death, incapacity, dissolution, liquidation,
termination, bankruptcy, dissolution of marital relationship or insolvency of
Investor or Stockholder or any similar event.
(e) Subject to any applicable voting restrictions contained in the
Investment Agreement, Stockholder and the Company acknowledge that the Company
shall be entitled to rely conclusively on any written direction or instruction
received from Investor regarding any vote of Stockholder's Shares, and Investor
agrees to furnish a copy of any such direction or instructions to Stockholder
no later than the time such directions or instructions are provided to the
Company. The Company agrees that it will not recognize any purported vote of
Stockholder's Shares, except pursuant to written direction or instruction
received from Investor.
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Section 2. Restrictions on Transfer and Related Matters / Permitted
Transferees.
(a) Stockholder shall not Transfer any Shares except for a
Transfer to a Permitted Transferee pursuant to Section 2(b) or a Transfer
pursuant to Section 3, 4, 5 or 6, as applicable, and Investor shall not
Transfer any Shares except for a Transfer to a Permitted Transferee pursuant to
Section 2(b), or a Transfer pursuant to Sections 5 or 6, as applicable. If
any Transfer is made or attempted contrary to the provisions of this Agreement,
such purported Transfer shall be void ab initio; and the Company shall refuse
to recognize any such purported transferee of Shares as a holder of such Shares
for any purpose.
(b) Notwithstanding anything to the contrary in Section 2(a) hereof,
for purposes of this Agreement, Stockholder and Investor may Transfer Shares to
a Permitted Transferee of such Stockholder or Investor, as the case may be,
without complying with the provisions of Sections 3, 4, 5 or 6. As a condition
to the effectiveness of any Transfer of Shares to a Permitted Transferee, the
Permitted Transferee shall execute a counterpart to this Agreement, whereupon
the Permitted Transferee shall hold Shares subject to all of the provisions of
this Agreement, as if the Permitted Transferee were the Person who transferred
the Shares actually held by the Permitted Transferee. Notwithstanding anything
to the contrary in this Agreement: (i) all rights and benefits originally
granted to Stockholder or Investor under this Agreement shall remain with it or
him (or Stockholder's duly appointed representative, in the event of
Stockholder's death or incapacity), and shall not be assigned or transferred to
their Permitted Transferees, notwithstanding any Transfer of Shares by them to
their Permitted Transferees, as if Stockholder or Investor, as the case may be,
who Transferred Shares to their Permitted Transferee were the holders of the
Shares actually held by their Permitted Transferee; and (ii) no Permitted
Transferee shall be entitled to exercise any right, satisfy any obligation or
otherwise take any action or do anything under this Agreement, except through
Stockholder or Investor, as the case may be, who Transferred Shares to its
Permitted Transferee (or Stockholder's duly appointed representative, in the
event of Stockholder's death or incapacity), as the representative for all of
such party's Permitted Transferees.
Section 3. Right of First Offer on Private Transfer. In the event that
Stockholder wishes to sell for cash in a bona fide transaction with an
independent third party, whether or not such third party has made an offer to
purchase any of Stockholder's Shares, all or any portion of the Shares now
owned or hereafter acquired by Stockholder, other than in a Public Sale,
Stockholder shall first notify Investor in writing (the "Notice of Intended
Sale") of the number of Shares for sale by Stockholder (the "Offered Shares")
and the proposed price and other terms of sale. Investor thereupon shall have
the right to purchase all (but not less than all) of the Offered Shares at the
proposed price in cash and on the other proposed terms of sale. In order to
exercise its purchase rights, within five (5) business days (two (2) business
days in the event of a proposed sale of no more than 10,000 Shares in the
aggregate) after receiving the Notice of Intended Sale from Stockholder,
Investor shall deliver to Stockholder a written election (the "Election
Notice") to purchase all of the Offered Shares. If Investor does not exercise
its purchase rights with respect to all (and not less than all) of the Offered
Shares within the time period as provided herein with respect to all of the
Offered Shares, or fails to deliver the Election Notice within the time period
provided, Stockholder shall be free for a period of ninety (90) days thereafter
to complete a sale of the Offered Shares to any Person at or above the price in
cash and on substantially the same terms as set forth in Stockholder's notice
of intended sale. If such a sale is not consummated within such ninety (90)
day period by Stockholder, the Offered Shares shall again be subject to a right
of first offer by Investor under
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the provisions of this Section 3. Except as provided herein, Stockholder shall
be bound by the restrictions and limitations imposed by this Agreement after
any notice of a desire to sell is given and whether or not any such sale
actually occurs. In the event Investor exercises its rights of first offer
hereunder, Investor and Stockholder shall, as promptly as practicable and as a
condition to their respective obligations hereunder, enter into such agreements
and deliver such documents to one another as shall be necessary for the sale of
Stockholder's Shares to Investor as contemplated hereby. Notwithstanding
anything to the contrary in this Section 3, in the event that after Investor's
receipt of the Notice of Intended Sale and prior to the earlier of (i)
Stockholder's receipt of the Election Notice or (ii) 5:00 p.m. Eastern Time on
the fourth (4th) day following Investor's receipt of the Notice of Intended
Sale, the Market Price of the Shares increases or decreases by twenty percent
(20%) or more as compared to the Market Price on the last trading day
immediately prior to the date of Investor's receipt of the Notice of Intended
Sale, Stockholder shall have the right to withdraw its Notice of Intended Sale
by written notice to Purchaser, in which event the Notice of Intended Sale
actually delivered by Stockholder to Investor shall be deemed for all purposes
under this Section 3 as never having been delivered to Investor.
Section 4. Right of First Offer on Public Sale. In the event that
Stockholder wishes to sell for cash in a Public Sale all or any portion of the
Shares now owned or hereafter acquired by Stockholder, whether or not any third
party has made an offer to purchase any of Stockholder's Shares, Stockholder
shall first notify Investor in writing (the "Notice of Intended Sale") of the
number of Shares for sale by Stockholder (the "Offered Shares"). Investor
thereupon shall have the right to purchase all or any part of the Offered
Shares for cash at their Market Price on the last trading day immediately prior
to the date of Investor's receipt of the Notice of Intended Sale. In order to
exercise its purchase rights, within five (5) business days (two (2) business
days in the event of a proposed Public Sale of no more than 10,000 Shares in
the aggregate) after receiving the Notice of Intended Sale from Stockholder,
Investor shall deliver to Stockholder a written election "Election Notice" to
purchase so many of the Offered Shares as it may desire to purchase. If
Investor does not exercise its purchase rights with respect to all of the
Offered Shares within the time period as provided herein or fails to deliver
the Election Notice within the time period provided, Stockholder shall be free
for a period of ten (10) days thereafter to complete a Public Sale of that
number of Offered Shares with respect to which Investor failed to exercise its
purchase rights. If such Public Sale is not consummated within such ten (10)
day period by Stockholder, the Offered Shares shall again be subject to a right
of first offer by Investor under the provisions of this Section 4. Except as
provided herein, Stockholder shall be bound by the restrictions and limitations
imposed by this Agreement after the Notice of Intended Sale is given and
whether or not any such sale actually occurs. In the event Investor exercises
its rights of first offer hereunder, Investor and Stockholder shall, as
promptly as practicable and as a condition to their respective obligations
hereunder, enter into such agreements and deliver such documents to one another
as shall be necessary for the sale of Stockholder's Shares to Investor as
contemplated hereby. Notwithstanding anything to the contrary in this Section
4, in the event that after Investor's receipt of the Notice of Intended Sale
and prior to the earlier of (i) Stockholder's receipt of the Election Notice or
(ii) 5:00 p.m. Eastern Time on the fourth (4th) day following Investor's
receipt of the Notice of Intended Sale, the Market Price of the Shares
increases or decreases by twenty percent (20%) or more as compared to the
Market Price on the last trading day immediately prior to the date of
Investor's receipt of the Notice of Intended Sale, Stockholder shall have the
right to withdraw its Notice of Intended Sale by written notice to Purchaser,
in which event the Notice of Intended Sale
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actually delivered by Stockholder to Investor shall be deemed for all purposes
under this Section 4 as never having been delivered to Investor.
Section 5. Co-Sale Rights. In the event that Investor enters into
an agreement to sell to any independent third party or group of independent
third parties, in a single transaction or related series of transactions, other
than a Public Sale, such number of Shares as equals or exceeds more than ten
percent (10%) of the Shares held by Investor, Investor shall first notify
Stockholder in writing, of the identity of the proposed purchaser(s), the
number of Shares proposed to be sold, the proposed purchase price and terms of
sale and an estimate of the Transaction Costs (as defined below) (which
estimate shall not be binding on Investor and shall have no effect on
Investor's or Stockholder's rights or obligations under this Section 5).
Stockholder thereupon shall have the right to participate in the proposed sale
at the same net price per share and other terms of sale as offered to Investor.
In order to exercise its co-sale rights, Stockholder, within ten (10) business
days after receiving notice from Investor, shall deliver to Investor a written
election to participate in the sale to the extent allowed by this Section 5.
If Stockholder has elected to participate in the proposed sale, Stockholder
shall be entitled to sell in the proposed sale a number of Shares equal to the
product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the
number of Shares owned by Stockholder by the aggregate number of Shares owned
by Stockholder, Investor and, if applicable, the Other Tag-Along Stockholders,
multiplied by (ii) the total number of Shares to be sold by them in the
proposed sale. Notwithstanding anything to the contrary in this Section 5, the
sale proceeds to which Stockholder would otherwise be entitled by reason of its
participation in a sale pursuant to this Section 5 shall be reduced by an
amount equal to the product of Stockholder's Co-Sale Fraction multiplied by the
sum of any costs, fees and expenses, including, without limitation, attorneys',
accountants' and investment bankers' fees and expenses (collectively,
"Transaction Costs"), incurred by Investor in connection with the sale or the
exercise of Stockholder's or the Other Tag-Along Stockholders' rights under
this Section 5. Stockholder shall, as promptly as practicable and as a
condition to its participation, enter into such agreements as shall be
reasonably requested by Investor for the sale of its Shares in the proposed
sale.
Section 6. Drag-Along Rights. Subject to Section 3 and Section 4, if
Investor owns more Company Voting Securities than Stockholder and Investor
enters into an agreement (including an agreement in principle) to sell all of
its Shares to any purchaser or group of purchasers (other than any Permitted
Transferees or Stockholder), in a single arms-length transaction or related
series of arms-length transactions with an independent third party or group of
independent third parties, Investor may require that Stockholder sell all of
its Shares to such purchaser or group of purchasers at a net price and on terms
and conditions the same as those on which Investor has agreed to sell its
Shares; provided, however, that, notwithstanding the foregoing, prior to the
second anniversary of this Agreement, Investor shall not be entitled to require
Stockholder to sell its Shares at a net price of $6.00 per share or less.
Investor shall give prompt notice to Stockholder that Investor has entered into
an agreement of the type described in this Section 6, and Stockholder shall, as
promptly as practicable, enter into such agreements as shall reasonably be
requested by Investor for the sale of all the Shares in the proposed sale.
Notwithstanding anything to the contrary in this Section 6, the sale proceeds
to which Stockholder would otherwise be entitled by reason of its participation
in a sale pursuant to this Section 6 shall be reduced by an amount equal to the
product of (i) the percentage of Shares to be sold in the proposed sale owned
by Stockholder, multiplied by (ii) the sum of any costs, fees and expenses,
including, without limitation, attorneys', accountants' and
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investment bankers' fees and expenses, incurred by Investor in connection with
the sale or the exercise of Investor's rights under this Section 6.
Section 7. Stockholder Board Seat. So long as Investor is
entitled to designate one or two directors in accordance with the provisions of
Section 4.4 of the Investment Agreement and Stockholder and Stockholder's
Permitted Transferees (other than any charitable organizations) own
collectively of record and beneficially at least 950,000 shares of Common
Stock, Investor shall vote all Company Voting Securities owned of record by
Investor or with respect to which Investor has voting control in favor of the
election of Xxxxxx Xxxxxx to the Company's Board of Directors.
Section 8. Certain Definitions.
"Affiliate" means, with respect to a specified Person, any Person that
directly or indirectly controls, is controlled by, or is under common control
with, the specified Person; "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise.
"Chasen Family Entity" means any corporation, partnership, limited
liability company, trust, or other legal entity controlled by Chasen and wholly
owned beneficially and of record by Chasen and/or Chasen's spouse, children,
grandchildren, parents, siblings, in-laws, nieces and/or nephews or a trust
established for any of their benefit, provided such trust is wholly controlled
by Chasen.
"Market Price" means the closing price of the Common Stock on the New
York Stock Exchange (or, if not trading on the New York Stock Exchange, such
other securities exchange or over the counter market on which the Company's
Common Stock is then trading) as of the date of determination.
"Other Tag-Along Stockholder" means Halmostock Limited Partnership and
its Permitted Transferees under that certain Stockholders' Agreement, dated as
of the date hereof, by and among Investor, Halmostock Limited Partnership and
the Company.
"Permitted Transferee" means:
(i) with respect to the Transfer of Shares by Investor,
any Affiliate of Investor or any stockholder, partner or member of any
such Affiliate; and
(ii) with respect to any Transfer of Shares by
Stockholder, (A) any Chasen Family Entity, (B) any charitable
organization as defined under Section 501(c)(3) of the Internal
revenue Code of 1986, as amended, and (C) any other charitable
organization(s), provided Stockholder does not Transfer to any such
other charitable organization(s) in the aggregate over the term of
this Agreement more than ten percent (10%) of the Shares in any single
Transfer or series (related or unrelated) of Transfers.
"Person" means an individual, a corporation, a partnership, a limited
liability company, a joint venture, an association, a joint-stock company, a
trust, a business trust, a government or any agency or any political
subdivision, any unincorporated organization or any other entity.
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"Public Sale" means a bona fide sale of Shares either in "broker's
transactions" within the meaning of Section 4(4) of the Securities Act of 1933,
as amended, or in transactions directly with a "market maker" as that term is
defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended.
"Shares" means all shares of Company Voting Securities, whether now
owned or hereafter acquired.
"Transfer" means any voluntary or involuntary, direct or indirect,
transfer, sale, assignment, donation, pledge, hypothecation, issuance, grant of
a security interest in or other disposition or attempted disposition of Shares
or any right or interest whatsoever therein, including, without limitation, by
operation of law or otherwise, whether with or without consideration or value,
and whether for cash, other securities or other property and specifically
including any share for share or similar exchange; provided, however, that:
(i) any pledge or hypothecation of or grant of security
interest in Shares by any Stockholder which is either approved by
Investor in writing prior to the pledge, hypothecation or grant of
security interest or is effected by Investor or any Affiliate of
Investor shall not constitute a "Transfer" of Shares for any purpose
under this Agreement; and
(ii) any Transfer effected as a result of a Stockholder's
death, pursuant to the laws of descent and distribution, by operation
of law or otherwise, to such Stockholder's spouse, children,
grandchildren, parents, siblings, in-laws, nieces and/or nephews or a
trust established for any of their benefit, shall not constitute a
"Transfer" of Shares for any purpose under this Agreement, provided
each transferee of Shares executes a counterpart to this Agreement,
whereupon such transferee shall hold such Shares subject to all of
the provisions of this Agreement, as if the transferor were the
holder of Shares held by the transferee.
Section 9. Notices. All notices, and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
facsimile, to the appropriate address or facsimile number set forth below (or
at such other address or facsimile number for a party as shall be specified by
like notice):
if to Investor:
EGI-Transmedia Investors, L.L.C.
Two X. Xxxxxxxxx Xxxxx - Xxxxx 000
Xxxxxxx, XX 00000
Attention: F. Xxxxxx Xxxxx
Fax: (000) 000-0000
with an additional copy to:
Xxxxxxxxx & Xxxxxxxxxxx, P.C.
Two X. Xxxxxxxxx Xxxxx - Xxxxx 0000
Xxxxxxx, XX 00000
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Attention: Xxxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
if to the Company:
Transmedia Network Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
with an additional copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
If to Stockholder:
Xx. Xxxxxx Xxxxxx
c/o Transmedia Network Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
with an additional copy to:
Xxxxxx, Xxxxx & Bockius LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
Section 10. Termination. This Agreement shall terminate and its
provisions shall be of no further force and effect if (i) the Xxxx Group shall,
at any time, cease to own in the aggregate Company Voting Securities
representing at least five percent (5%) of all Company Voting Securities
outstanding or (ii) contemporaneously with the termination of the Purchase
Agreement in accordance with Section 9.1 thereof.
Section 11. Remedies. Any party having rights under this Agreement
may enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties agree and acknowledge that money damages may not
be an adequate remedy for any breach of the provisions of this Agreement and,
accordingly, in addition to all other remedies available to any party, such
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific
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performance and/or injunctive relief in order to enforce, or prevent any
violation of, the provisions of this Agreement.
Section 12. Entire Agreement. This Agreement, together with the
Purchase Agreement and the Investment Agreement, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors and permitted assigns. Any
amendments, or alternative or supplementary provisions to this Agreement must
be made in writing and duly executed by an authorized representative or agent
of each of the parties hereto. Except as contemplated by this Agreement, no
Person who is not an original party to this Agreement may become a party hereto
without the written consent of each of the parties hereto.
Section 13. Non-Waiver. The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants or conditions
of this Agreement, to exercise any right or privilege in this Agreement
conferred, or the waiver by said party of any breach of any of the terms,
covenants or conditions of this Agreement, shall not be construed as a
subsequent waiver of any such terms, covenants, conditions, rights or
privileges, but the same shall continue and remain in full force and effect as
if no such forbearance or waiver had occurred. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the
waiving party. A breach of any representation, warranty or covenant shall not
be affected by the fact that a more general or more specific representation,
warranty or covenant was not also breached.
Section 14. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one instrument.
Section 15. Severability. The invalidity of any provision of this
Agreement or portion of a provision shall not affect the validity of any other
provision of this Agreement or the remaining portion of the applicable
provision.
Section 16. Applicable Law. This Agreement shall be governed and
controlled as to validity, enforcement, interpretation, construction, effect
and in all other respects by the internal laws of the State of Delaware
applicable to contracts made in that State.
Section 17. Binding Effect; Benefit, Non-circumvention. This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to confer on any person other than the parties hereto,
and their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement. No
Stockholder shall take any action, alone or in concert with any other person,
to circumvent any of the provisions of this Agreement.
Section 18. Assignability. This Agreement shall not be assignable
by any party without the prior written consent of each of the other parties.
any party without the prior written consent of each of the other parties.
Section 19. Headings. The headings contained in this Agreement are
for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Agreement Among Stockholders as of the day and year first above
written.
EGI-TRANSMEDIA INVESTORS, L.L.C.
_____________________________________
By: Xxxxx X. Xxxxxxxxx, Vice President
SAMSTOCK, L.L.C.
_____________________________________
By: Xxxxx X. Xxxxxxxxx, Vice President
_____________________________________
Xxxxxx Xxxxxx, individually
_____________________________________
Xxxx Xxxxxx, individually
TRANSMEDIA NETWORK INC.
_______________________________________
By: Xxxxxx Xxxxxx, President and
Chief Executive Officer
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EXHIBIT A
AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS
OWNERSHIP OF TRANSMEDIA NETWORK INC.
COMMON STOCK AND OPTIONS
Chasen Shares
Xxxxxx Xxxxxx Direct 684,961
Xxxx Xxxxxx 186,958
Xxxx Xxxxxx 13,820
Chasen Family Partnership 100,000
Chasen Family Partnership 39,600
Xxxxxx Xxxxxx - XXX 25,070
Xxxxxx Xxxxxx - Xxxxx Xxxxxx 100
---------
1,050,509
Options Schedule
Option Date Exp. Date Option Price Shares Outstanding Shares Exercisable
----------- --------- ------------ ------------------ ------------------
4/14/97 4/14/07 $4.3750 11,859 11,859
4/14/97 4/14/07 4.3750 8,141 8,141
3/23/95 3/23/05 12.2500 7,500 7,500
3/23/95 3/23/05 12.2500 22,500 22,500
3/22/94 3/22/04 15.0000 26,664 26,664
3/22/94 3/22/04 15.0000 18,336 18,336
9/20/93 9/20/98 7.4445 67,500 67,500
5/19/92 5/19/02 4.8333 135,000 135,000
------- -------
297,500 297,500
