EXHIBIT 10.4
AGREEMENT AMONG STOCKHOLDERS
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.Section 1. Voting of
Shares / Exercise of Stock Rights / 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
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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.
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
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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 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
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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 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.
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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 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
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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 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
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(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:
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
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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 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.
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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.
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
----------------------------------------
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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