EXHIBIT 4.7
INVESTMENT AGREEMENT dated as of April 28, 2000, (as amended,
supplemented or otherwise modified from time to time, this "Agreement"), among
Transmedia Network Inc., a Delaware corporation (the "Company"), and each of the
investors listed on the signature pages hereto (each individually, an
"Investor," and collectively, the "Investors").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to that certain Stock Purchase and Sale Agreement,
dated as of April 28, 2000 (the "Purchase Agreement"), among the Company and the
Investors, the Company will, upon the Closing (as defined in the Purchase
Agreement), issue and sell to the Investors an aggregate of 657,536 newly issued
shares (collectively, the "Shares") of Common Stock and warrants (collectively,
the "Warrants") to purchase an additional 1,315,072 shares (collectively, the
"Warrant Shares") of Common Stock;
WHEREAS, the Company, the Investors and Samstock have entered into a
Co-Sale and Voting Agreement, dated as of April 28, 2000 (the "Co-Sale and
Voting Agreement"); and
WHEREAS, the Company and each of the Investors are entering into this
Agreement, with the approval of at least a majority of Disinterested Directors
(as defined herein), to establish certain arrangements with respect to the
relationships between them.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
1.1 The terms "beneficial ownership," "person" and "group" shall have
the respective meanings ascribed to such terms pursuant to Regulation 13D-G
adopted by the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on the date hereof. The term "affiliate" shall have the meaning ascribed to such
term pursuant to Rule 12b-2 under the Exchange Act, as in effect on the date
hereof.
1.2 The "Combined Voting Power" at any measurement date shall mean the
total number of votes which could have been cast in an election of directors of
the Company had a meeting of the stockholders of the Company been duly held
based upon a record date as of the measurement date if all Company Voting
Securities then outstanding, including for such purpose all Warrant Shares
issuable upon the exercise of Warrants then held by any Investor, and entitled
to vote at such meeting were present and voted to the fullest extent possible at
such meeting.
1.3 "Company Voting Securities" shall mean, collectively, Common Stock,
Series A Preferred Stock, any other preferred stock of the Company that is
entitled to vote generally for
the election of directors, any other class or series of Company securities that
is entitled to vote generally for the election of directors and any other
securities, warrants, options or rights of any nature (whether or not issued by
the Company) that are convertible into, exchangeable for, or exercisable for the
purchase of, or otherwise give the holder thereof any rights in respect of,
Common Stock, Series A Preferred Stock, any other Company preferred stock that
is entitled to vote generally for the election of directors, or any other class
or series of Company securities that is entitled to vote generally for the
election of directors.
1.4 "Disinterested Director" means Independent Directors who are
"disinterested directors" as that term is used in Section 144 of the Delaware
General Corporate Law.
1.5 "Effective Date" means the Closing Date, as defined in the Purchase
Agreement.
1.6 "Independent Director" means directors of the Company who (i) are
not current or former employees or officers of the Company, (ii) are not 5% or
greater stockholders of the Company, and (iii) have no financial interest in and
are not otherwise associated with any of the Investors, the Company, any
subsidiary of the Company or any of their respective affiliates, excluding,
however, any equity interest of not more than 2% of any publicly-held entity.
The term "associated" means having a business, financial or familial
relationship that might reasonably be expected to affect the individual's
judgment with respect to matters in which the Investors might be interested.
1.7 "Management Investors" means (i) the Investors, (ii) any officer,
manager, partner or member of any Investor, (iii) any affiliate of any Investor,
(iv) any affiliate of any officer, manager, partner or member of any Investor
under control of, or common control with, any such officer, manager, partner or
member, (v) any family members of any Investor and (vi) any trusts established
for the benefit of any family members any Investor.
1.8 "Samstock" means Samstock, L.L.C., a Delaware limited liability
company.
1.9 "Series A Preferred Stock" means the Series A Senior Convertible
Redeemable Preferred Stock, par value $.10 per share, of the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Each of the Investors severally, but not jointly, represent and
warrant to the Company with respect to itself or himself as follows:
(a) Each Investor, as applicable, is duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is
organized. Each Investor, as applicable, has the requisite power and authority
to enter into this Agreement and perform its, his or her obligations hereunder.
(b) This Agreement has been duly authorized, executed and delivered by
each Investor and constitutes the legal, valid and binding agreement of each
Investor, enforceable
against each of them in accordance with the terms hereof.
(c) Neither the execution and delivery of this Agreement nor the
performance by each Investor of its, his or her obligations hereunder will
conflict with, or result in a breach of, or constitute a default under, any law,
rule, regulation, judgment, order or decree of any court, arbitrator or
governmental agency or instrumentality, or any agreement or instrument to which
such Investor or their respective properties are bound or by which they are
affected, or any organizational documents of such Investor.
(d) Except as set forth on Schedule 2.1(d) hereto, as of the date
hereof, no shares of Common Stock (other than the Shares and the Warrant Shares)
were beneficially owned the Investors.
2.2 The Company represents and warrants to the Investors as follows:
(a) The Company is a validly existing corporation under the laws of the
jurisdiction of its organization and has the corporate power and authority to
enter into this Agreement and perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed and delivered by
the Company and constitutes the legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with the terms hereof.
(c) Neither the execution and delivery of this Agreement nor the
performance of its obligations hereunder will conflict with, or result in a
breach of, or constitute a default under, any law, rule, regulation, judgment,
order or decree of any court, arbitrator or governmental agency or
instrumentality, or any agreement or instrument to which the Company is bound or
by which it is affected or any charter documents of the Company.
(d) The execution, delivery and performance of this Agreement by the
Company have been duly and validly authorized by the Board of Directors of the
Company (the "Board") and have been approved by a majority of the Disinterested
Directors of the Company, and no other corporate proceedings on the part of the
Company are necessary to authorize the execution, delivery and performance of
this Agreement by the Company.
ARTICLE III
REGISTRATION RIGHTS
3.1 Definitions. For purposes of this Article III:
(a) The term "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933, as amended (the "Act").
(b) The term "Registrable Securities" means shares of Common Stock,
including the Warrant Shares, from time to time, held by any Management
Investor.
(c) The term "Holder" means (i) the Investors and (ii) any Permitted
Assignee who is a party hereto or who executes and delivers to the Company a
joinder agreement, agreeing to be legally bound by this Article III.
(d) The term "Rule 415 Offering" means an offering on a delayed or
continuous basis pursuant to Rule 415 (or any successor rule to similar effect)
promulgated under the Act.
(e) The term "Shelf Registration Statement" means a registration
statement intended to effect a shelf registration in connection with a Rule 415
Offering.
3.2 Shelf Registration. As soon as practicable after the Effective
Date, the Company shall prepare and file with the SEC a Shelf Registration
Statement (which shall include pledgees of any selling stockholder under the
caption "plan of distribution" contained in such Shelf Registration Statement)
with respect to all Shares and Warrant Shares and use its reasonable efforts to
cause such Shelf Registration Statement to become effective and keep such
registration statement effective until such time as all Shares and Warrant
Shares have been sold or disposed of thereunder or sold, transferred or
otherwise disposed of (other than pursuant to a pledge of such Registrable
Securities) to a person that is not a Holder or, with respect to any Warrant
Shares for which the Warrant has not been exercised prior to its expiration,
until such time as the Warrant has expired.
3.3 Additional Obligations of the Company. Whenever the Company has
filed a Shelf Registration Statement under this Article III, the Company shall,
as expeditiously as reasonably possible:
(a) Prepare and file with the SEC such amendments and supplements to
such Shelf Registration Statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Act with
respect to the disposition of all securities covered thereby.
(b) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities covered by such Shelf
Registration Statement owned by them.
(c) Use its best efforts to register and qualify the securities covered
by such Shelf Registration Statement under such other securities or Blue Sky
laws of such states or other jurisdictions as shall be reasonably requested by
the Holders, provided that the Company shall not be required to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions where it is not so subject.
(d) Notify each Holder of Registrable Securities covered by such Shelf
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and then
use its best efforts to promptly correct such statement or omission.
Notwithstanding the foregoing and anything to the contrary set forth in this
Section 3.3, each Holder acknowledges that the Company shall have the right to
suspend the use of the prospectus forming a part of a Shelf Registration
Statement if such offering would interfere with a pending corporate transaction
or for other reasons until such time as an amendment to the Shelf Registration
Statement has been filed by the Company and declared effective by the SEC, or
until such time as the Company has filed an appropriate report with the SEC
pursuant to the Exchange Act. Each Holder hereby covenants that it will (a) keep
any such notice strictly confidential, and (b) not sell any shares of Common
Stock pursuant to such prospectus during the period commencing at the time at
which the Company gives the Holder notice of the suspension of the use of such
prospectus and ending at the time the Company gives the Holder notice that it
may thereafter effect sales pursuant to such prospectus.
3.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Article III with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities and as may be required from time to time to keep such registration
current.
3.5 Expenses of Shelf Registration. All expenses incurred by or on
behalf of the Company in connection with registrations, filings or
qualifications pursuant to Section 3.2, including, without limitation, all
registration, filing and qualification fees, printers' and accounting fees, and
fees and disbursements of counsel for the Company, shall be borne by the
Company. In no event shall the Company be obligated to bear any underwriting
discounts or commissions or brokerage fees or commissions relating to
Registrable Securities or the fees and expenses of counsel to the selling
Holders.
3.6 Indemnification. In the event any Registrable Securities are
included in a Shelf Registration Statement under this Article III:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder and the affiliates of such Holder, and their respective
directors, officers, general and limited partners, agents and representatives
(and the directors, officers, affiliates and controlling persons thereof), and
each other person, if any, who controls such Holder within the meaning of the
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus (but only if such
statement is not corrected in the final prospectus) contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading (but only if such omission is not
corrected in the final prospectus), or (iii) any violation or alleged violation
by the Company in connection with the
registration of Registrable Securities under the Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Act, the
Exchange Act or any state securities law; and the Company will pay to each such
Holder, affiliate or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 3.6(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder or controlling person. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement, each person, if any, who controls the
Company within the meaning of the Act, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified
pursuant to this Section 3.6(b) in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 3.6(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this Section 3.6(b) exceed the gross proceeds from the offering received
by such Holder.
(c) Promptly after receipt by an indemnified party under this Section
3.6 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 3.6, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to deliver written notice to the
indemnifying party within a reasonable time after the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 3.6 to the extent of such prejudice, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 3.6. The indemnified party shall have the right, but not the obligation,
to participate in the defense of any action referred to above through counsel of
its own choosing and shall have the right, but not the obligation, to assert any
and all separate defenses, cross claims or counterclaims which it may have, and
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of such counsel has been
specifically authorized in advance by the indemnifying party, (ii) there is a
conflict of interest that prevents counsel for the indemnifying party from
adequately representing the interests of the indemnified party or there are
defenses available to the indemnified party that are different from, or
additional to, the defenses that are available to the indemnifying party, (iii)
the indemnifying party does not employ counsel that is reasonably satisfactory
to the indemnified party within a reasonable period of time, or (iv) the
indemnifying party fails to assume the defense or does not reasonably contest
such action in good faith, in which case, if the indemnified party notifies the
indemnifying party that it elects to employ separate counsel, the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the indemnified party and the reasonable fees and expenses of such separate
counsel shall be borne by the indemnifying party; provided, however, that, the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to one firm acting as local
counsel) for all indemnified parties.
(d) The obligations of the Company and the holders under this Section
3.6 shall survive the completion of any offering of Registrable Securities in a
Shelf Registration Statement under this Article III.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement (if
any) entered into in connection with any underwritten public offering of the
Registrable Securities are in conflict with the foregoing provisions, the
provisions in such underwriting agreement shall control.
3.7 Reports Under the Exchange Act. With a view to making available to
the holders the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on Form S-3, the
Company agrees to:
(a) use its best efforts to make and keep public information available,
as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required under the Act and the Exchange Act; and
(c) furnish to any Holder forthwith upon request (i) a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144, or as to whether it qualifies as a registrant whose securities may be
resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information (and the Company shall take such
action) as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
3.8 No Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Article III may only
be assigned by a Holder to a transferee or assignee of any Registrable
Securities if (i) such transferee or assignee is a Management Contracting Party
(as defined in Section 4.3 herein) and (ii) immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Act.
3.9 Waiver Procedures. The observance by the Company of any provision
of this Article III may be waived (either generally or in a particular instance
and either retroactively or prospectively) with the written consent of the
Holders of a majority of the Registrable Securities, and any waiver effected in
accordance with this paragraph shall be binding upon each Holder of Registrable
Securities.
3.10 "Market Stand-off" Agreement. Any Holder of Registrable
Securities, if requested by an underwriter of any registered public offering of
Company securities being sold in a firm commitment underwriting, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other Company
Voting Securities) held by such Holder other than shares of Registrable
Securities included in the registration during the seven days prior to, and
during a period of up to 180 days following, the effective date of the
registration statement. Such agreement shall be in writing in a form reasonably
satisfactory to the Company and such underwriter. The Company may impose
stop-transfer instructions with respect to the securities subject to the
foregoing restriction until the end of the required stand-off period.
3.11 Listing of Shares. The Company shall use its commercially
reasonable efforts to cause (i) the Shares and (ii) upon exercise of the
Warrant, the Warrant Shares, to be listed on the New York Stock Exchange as soon
as practicable.
ARTICLE VI
MISCELLANEOUS
4.1 Term of Agreement; Certain Provisions Regarding Termination. Unless
this Agreement specifically provides for earlier or later termination with
respect to any particular right or obligation, this Agreement shall terminate if
the Management Investors shall, at any time, sell or otherwise dispose of or
otherwise cease to own Company Voting Securities such that the Management
Investors beneficially own in the aggregate Company Voting Securities
representing less than 5% of the Combined Voting Power of all Company Voting
Securities (including the Shares and, to the extent the Warrant has not been
exercised or has not expired, the Warrant Shares).
4.2 Legend and Stop Transfer Order. To assist in effectuating the
provisions of this Agreement, each of the Investors hereby consents to the
placement, in connection with the transactions contemplated by the Purchase
Agreement or otherwise within 10 business days after any Company Voting
Securities become subject to the provisions of this Agreement, of the applicable
legend specified below on all certificates representing ownership of Company
Voting
Securities owned of record or beneficially by any Management Investors, until
such shares are sold, transferred or disposed in a manner permitted hereby to a
person who is not then a Management Investor. The Company agrees to remove
promptly all legends and stop transfer orders with respect to the transfer of
Company Voting Securities being made to a person who is not then a Management
Investor in compliance with the provisions of this Agreement.
Certificates representing any Shares or Warrant Shares held by any
Investor 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. The
securities evidenced by this certificate are subject to the
restrictions on transfer contained in the Investment Agreement dated as
of April 28, 2000, and the Co-Sale and Voting Agreement dated as of
April 28, 2000, in each case, to which the Company is a party, as
amended, supplemented or otherwise modified from time to time, and may
not be transferred except in compliance therewith."
4.3 Additional Management Investor Parties. All of the liabilities and
obligations under this Agreement of Management Investors shall be several but
not joint. Notwithstanding anything to the contrary in this Agreement, no
natural person or entity that is not a signatory party to this Agreement shall
have any liability or obligation under this Agreement, except as otherwise
provided in Section 4.11 of this Agreement. Each Management Investor that shall
become or have the right to become the beneficial owner of Company Voting
Securities shall, promptly upon becoming such owner or holder, execute and
deliver to the Company a joinder agreement, agreeing to be legally bound by this
Agreement to the same extent as if it had signed this Agreement as an original
signatory as a Management Investor (each such Management Investor, a "Management
Contracting Party"); provided that failure to execute such an agreement shall
not excuse such member's non-compliance with any provision of this Agreement. No
Management Investor shall transfer securities to another Management Investor
unless the transferee shall agree to be bound by this Agreement in the manner
specified above in this Section 4.3.
4.4 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 any Investor, at their respective addresses
set forth on the signature pages hereto.
with an additional copy to:
_________________________________
_________________________________
_________________________________
if to the Company:
Transmedia Network Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
Fax: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
4.5 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The parties hereto agree that they will use
their best efforts at all times to support and defend this Agreement.
4.6 Amendments. This Agreement may be amended only by an agreement in
writing signed by each of the parties hereto; provided, however, that any
amendment executed by the Company must prior thereto be approved by a majority
of the Disinterested Directors then in office.
4.7 Governing 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.
4.8 Descriptive Headings. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any provision of
this Agreement.
4.9 Counterparts; Facsimile Signatures. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
bears the signatures of each of the parties hereto. This Agreement may be
executed in any number of counterparts, each of which shall be an original as
against the party whose signature appears thereon, or on whose behalf such
counterpart is executed, but all of which taken together shall be one and the
same
agreement. A facsimile copy of a signature of a party to this Agreement or any
such counterpart shall be fully effective as if an original signature.
4.10 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and assigns of the
parties hereto.
4.11 Assignments. Except to the extent provided in Section 3.8 herein,
this Agreement may not be assigned without the prior written consent of each
party hereto, and any attempt to effect an assignment hereof without such
consent shall be void.
IN WITNESS WHEREOF, each of the Investors and the Company have executed
this Investment Agreement as of the date first above written.
INVESTORS:
______________________________________
XXXX X. XXXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXXX X. XXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXX X. XXXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXXX X. XXXXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXX X. XXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXX X. XXXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXXXXX X. XXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXX X. XXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXX XXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXXXXX XXXXXXXXXX
Address:______________________________
______________________________________
______________________________________
______________________________________
XXX XXXXX
Address:______________________________
______________________________________
______________________________________
COMPANY:
TRANSMEDIA NETWORK INC.
______________________________________
By: Xxxx X. Xxxxxxxxx, President and
Chief Executive Officer
