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"), Minotaur
Partners II, L.P., an Illinois limited partnership ("XX XX"),
ValueVision International Inc., a Minnesota corporation
("ValueVision"), Xxxxxxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx Bank
("Bank"), as of this 5th day of February, 2003.
W I T N E S S E T H
WHEREAS, the Company, Samstock, XX XX, ValueVision, Xxxxxxx
and Bank 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 5, 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.
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:
MINOTAUR PARTNERS II, L.P.
By: _________________________
Name:
Title:
VALUEVISION INTERNATIONAL INC.
By: _________________________
Name:
Title:
______________________________
Xxxxxxx Xxxxxxx
______________________________
Xxxxxxx Bank
[Signature Page to Termination Agreement]
