FIRST AMENDMENT TO
INVESTMENT AGREEMENT
This Amendment, dated as of February 5, 2003 (the
"Amendment"), to the Investment Agreement, dated April 28, 2000
(the "Investment Agreement") is entered into among iDine Rewards
Network Inc. (formerly known as Transmedia Network Inc.), a
Delaware corporation (the "Company"), Minotaur Partners II, L.P.,
an Illinois limited partnership ("XX XX"), ValueVision
International Inc., a Minnesota corporation, Xxxxxxx Xxxxxxx and
Xxxxxxx Bank (each of the foregoing parties, other than the
Company, individually, an "Investor" and collectively, the
"Investors").
WHEREAS, simultaneously with the execution of this
Amendment, the parties hereto and Samstock, L.L.C. are
terminating that certain Co-Sale and Voting Agreement, dated as
of April 28, 2000 (the "Co-Sale and Voting Agreement"), among the
Company, the Investors and Samstock, L.L.C.;
WHEREAS, the parties wish to amend the Investment Agreement
to reflect the termination of the Co-Sale and Voting Agreement
and to make certain other changes to the Investment Agreement;
NOW, THEREFORE, in consideration of the promises and the
mutual agreements contained herein, the parties hereto agree as
follows:
1. All references to the Co-Sale and Voting Agreement contained
in the Investment Agreement are hereby deleted in their entirety.
2. Article IV of the Investment Agreement is hereby deleted in
its entirety and replaced by the phrase "Intentionally Omitted."
3. All references to Article IV contained in the Investment
Agreement are hereby deleted in their entirety.
4. Section 5.2(b) will not apply to any Minotaur Contracting
Party.
5. In connection with the distribution of the Shares and
Warrants to its partners, XX XX may assign to its general
partners, consistent with Section 5.8, the right to require the
Company to register Registrable Securities as provided in Article
V of the Investment Agreement.
6. Amendment of Section 7.2. Section 7.2 is hereby amended to
read in its entirety as follows:
"Section 7.2. Until they may be sold without compliance
with subsections (c), (d), (e), (f) and (h) of Rule 144 under the
Act:
(a) Certificates representing any Shares or Warrant Shares
shall contain a legend in substantially the following form:
"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or applicable state securities laws and may not be
sold, transferred, assigned, offered, pledged or otherwise
disposed of unless (i) there is an effective registration
statement under such Act and such laws covering such
securities or (ii) such sale, transfer, assignment, offer,
pledge or other disposition is exempt from the registration
and prospectus delivery requirements of such Act and such
laws."
(b) Each Warrant shall contain a legend in substantially
the form indicated on the form of Warrant attached as Exhibit A
to the Stock Purchase and Sale Agreement, dated as of April 28,
2000, among the Company and the Investors."
7. Pursuant to Section 7.4, XX XX, prior to transferring any
Shares or Warrant Shares or Warrants, will cause each Minotaur
Investor to whom such Shares or Warrant Shares or Warrants are to
be transferred, to execute and deliver to the Company a Joinder
Agreement in the form attached hereto as Annex A.
8. In connection with any sale in the public markets of Shares
or Warrant Shares by a Minotaur Contracting Party to any
purchaser who is not a Minotaur Investor or otherwise a party to
the Investment Agreement, such purchaser shall not be deemed to
be an assignee under the Investment Agreement and shall not have
any rights or assume any obligations thereunder, and shall not be
obligated to sign a Joinder Agreement.
9. Except as amended herein, the Investment Agreement shall
remain in full force and effect.
10. XX XX has delivered to the Company the resignation of its
designee to the Board of Directors which becomes effective as of
the effective date of the Amendment, and XX XX shall have no
further right to designate a Director to serve on the Board of
Directors of the Company.
11. The Amendment shall become effective on February 5, 2003.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed as of the date first written above.
IDINE REWARDS NETWORK INC.
By: _________________________
Name:
Title:
MINOTAUR PARTNERS II, L.P.
By: _________________________
Name:
Title:
VALUEVISION INTERNATIONAL INC.
By: _________________________
Name:
Title:
______________________________
Xxxxxxx Xxxxxxx
______________________________
Xxxxxxx Bank
Annex A
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Joinder Agreement
iDine Rewards Network Inc.
Minotaur Partners II, L.P.
ValueVision International Inc.
Xxxxxxx Xxxxxxx
Xxxxxxx Bank
Re: Investment Agreement, dated as of April 28, 2000, as amended by
the First Amendment to Investment Agreement, dated as of February
5, 2003, (the "Agreement"), among iDine Rewards Network Inc. (the
"Company"), Minotaur Partners II, L.P. ("XX XX"), ValueVision
International Inc., Xxxxxxx Xxxxxxx and Xxxxxxx Bank
Ladies and Gentlemen:
Pursuant to Section 7.4 of the above-referenced
Agreement the undersigned, as a transferee from XX XX of Shares
of Common Stock and/or Warrants of the Company, agrees to be
legally bound by the Agreement to the same extent as if he had
signed the Agreement as an original signatory as a Minotaur
Investor.
Executed as of the ___ day of ________, 2003.
Very Truly Yours,
_________________________
Name:
