Exhibit 2
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AGREEMENT AMONG STOCKHOLDERS
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This AGREEMENT AMONG STOCKHOLDERS ("Agreement") is dated as of
November 6, 1997, by and among Samstock, L.L.C., a Delaware limited liability
company ("Samstock"), Transmedia Investors, L.L.C., a Delaware limited liability
company ( "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, Investor and Stockholder pursuant to which Investor has
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) a warrant to
purchase an additional 1,200,000 shares of Common Stock in the aggregate; and
(ii) that certain Investment Agreement, dated as of even date herewith, among
the Company and Investor (the "Investment Agreement"). Capitalized terms used
and not defined in this Agreement shall have the meanings ascribed to them in
the Investment Agreement.
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 appoint any
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
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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 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 Stockholder 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
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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 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 and Investor
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 the Tag-Along Stockholder's 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
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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 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.
"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
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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.
"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:
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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
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
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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 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
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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.
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 Agreement Among
Stockholders as of the day and year first above written.
TRANSMEDIA INVESTORS, L.L.C.
by Samstock, L.L.C., its managing member,
by SZ Investments, L.L.C., its managing member,
by Xxxx General Partnership, Inc., its managing
member
/s/ Xxxxx X. Xxxxxxxxx
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By: Xxxxx X. Xxxxxxxxx, Vice President
SAMSTOCK, L.L.C.
by SZ Investments, L.L.C., its managing member,
by Xxxx General Partnership, Inc., its managing
member
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------------
By: Xxxxx X. Xxxxxxxxx, Vice President
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
Xxxxxx Xxxxxx, individually
/s/ Xxxx Xxxxxx
-----------------------------------------------
Xxxx Xxxxxx, individually
TRANSMEDIA NETWORK INC.
/s/ Xxxxxx Xxxxxx
-----------------------------------------------
By: Xxxxxx Xxxxxx, President and
Chief Executive Officer
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