EXHIBIT 4.6
FINAL
TERMINATION OF CO-SALE AND VOTING AGREEMENT
This Termination Agreement is entered into by and among iDine Rewards
Network Inc. (formerly known as Transmedia Network Inc.), a Delaware corporation
(the "Company"), Samstock, L.L.C., a Delaware limited liability company
("Samstock"), and each of the investors listed on Schedule A attached hereto
(the "Investors"), as of this __ day of February, 2003.
W I T N E S S E T H
WHEREAS, the Company and the Investors are parties to that certain Co-Sale
and Voting Agreement dated as of April 28, 2000 (the "Co-Sale and Voting
Agreement");
WHEREAS, the parties desire to terminate the Co-Sale and Voting Agreement
and intend that the Co-Sale and Voting Agreement shall have no further force or
effect from and after the effective date of this Termination Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Termination. The Co-Sale and Voting Agreement is terminated effective on
February __, 2003. None of the parties thereto shall thereafter have any
rights or obligations thereunder.
2. Applicable Law. This Termination 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.
3. Counterparts. This Termination 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.
FINAL
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement as of the date first above written.
IDINE REWARDS NETWORK INC.
By:________________________________
Name:
Title:
SAMSTOCK, L.L.C.
By:________________________________
Name:
Title:
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[Signature Page to Termination Agreement]
