SUBSCRIPTION AGENT AGREEMENT
THIS AGREEMENT is entered into as of October __ , 1999 by and between
Transmedia Network Inc., a Delaware corporation (the "Company") and American
Stock Transfer and Trust Company, as Subscription Agent.
WHEREAS, the Company intends to issue (the "Rights Offering") to the
holders of record of its outstanding common stock, $.02 par value per share (the
"Common Stock"), as of a certain record date, rights ("Rights") to purchase one
share of Series A Preferred Stock, $.10 par value per share, of the Company (the
"Series A Preferred Shares") for every 3.218 shares of Common Stock held; and
WHEREAS, the Company desires the Subscription Agent to act on the
Company's behalf, and the Subscription Agent is willing so to act, in connection
with the issuance, and distribution of the Rights, collection of funds from
Rights holders exercising Rights, and issuance and delivery of Series A
Preferred Shares upon the exercise of the Rights.
NOW THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms
have the following meanings:
(a) "Basic Subscription" means the right of Registered Holders
to subscribe for and purchase Series A Preferred Shares through the exercise of
Rights at the rate of one Series A Preferred Share for each Right held.
(b) "Common Stock" means the shares of common stock, $.02
par value per share, of the Company.
(c) "Company" means Transmedia Network Inc., a Delaware
corporation.
(d) "Foreign Record Date Stockholder" means a Record Date
Stockholder having an address outside of the United States of America (including
the District of Columbia, territories and possessions) or having an A.P.O. or
F.P.O. address, as shown on the stock transfer books maintained by the
Subscription Agent in its capacity as the Transfer Agent and Registrar of the
Common Stock.
(e) "Expiration Time" means 5:00 p.m., Eastern Standard Time,
on October 22, 1999 or on such other date as the Company may determine.
(f) "Offering Period" means the period commencing on October
7, 1999 and ending at the Expiration Time.
(g) "Oversubscription Privilege" means the right of Record
Date Stockholders who fully exercise their Rights in the Basic Subscription to
subscribe for and purchase, subject to certain limitations and subject to
allocation, any Series A Preferred Shares not acquired by other holders of
Rights through the exercise of such Rights in the Basic Subscription.
(h) "Prospectus" means the Company's prospectus dated October
7, 1999 pertaining to the Rights Offering including the documents incorporated
by reference therein, as the same may from time to time be supplemented or
amended.
(i) "Record Date" means October 6, 1999.
(j) "Record Date Stockholder" means a holder of record of
Common Stock on the Record Date, as determined by the stock transfer books
maintained by the Subscription Agent in its capacity as Transfer Agent and
Registrar of the Common Stock; provided, that for the purpose of determining
persons entitled to exercise the Oversubscription Privilege, the term "Record
Date Stockholder" also includes persons who beneficially own Common Stock
registered in the name of a broker, dealer, trust company, or other nominee who
is a Record Date Stockholder.
(k) "Registered Holder" means each person in whose name a
Subscription Certificate shall be registered on the books maintained by the
Subscription Agent.
(l) "Rights" means the subscription rights issued by the
Company, each of which entitles Registered Holders to subscribe for and purchase
one Series A Preferred Share for every 3.218 shares of Common Stock held on the
Record Date, at a Subscription Price of $2.41 per share.
(m) "Series A Preferred Shares" means the shares of senior,
convertible redeemable preferred stock of the Company, $.10 par value per share,
designated as Series A Preferred Stock.
(n) "Standby Purchaser" means Samstock, L.L.C.
(o) "Subscription Agent" means American Stock Transfer and
Trust Company.
(p) "Subscription Certificate" means the certificate
evidencing the Rights.
(q) "Subscription Price" means $2.41 per share.
2. Form of Subscription Certificates. The Subscription
Certificates shall be substantially in the form attached to this Agreement as
Appendix A. Each Subscription
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Certificate shall be signed by duly authorized officers of the Company, dated
the date of issue (whether upon original issuance or in lieu of transferred,
exchanged, mutilated, destroyed, lost or stolen Subscription Certificates) and
countersigned by the Subscription Agent. All signatures may be facsimile
signatures.
3. Issuance of Subscription Certificates. The Subscription Agent shall
issue and deliver (by first class United States mail, postage prepaid) to each
Record Date Stockholder (other than Foreign Record Date Stockholders) a
Subscription Certificate evidencing one Right for every 3.218 shares of Common
Stock owned of record by such Record Date Stockholder on the Record Date. The
Subscription Agent shall not issue fractional Rights; the number of Rights each
Record Date Stockholder shall be issued shall be rounded up or down to the
nearest whole number. No Subscription Certificates shall be issued before or
after the Offering Period. All Subscription Certificates surrendered to the
Subscription Agent upon exercise shall be canceled by the Subscription Agent and
thereafter shall be retained by the Subscription Agent for a period of not less
than six years or such shorter period of time as the Company may permit. Upon
expiration of the retention period, the canceled Subscription Certificates shall
be delivered to the Company or destroyed by the Subscription Agent, as directed
by the Company.
4. Foreign Record Date Stockholders. The Subscription Agent shall
refrain from delivering Subscription Certificates to Foreign Record Date
Stockholders, and shall hold such Subscription Certificates for the account of
Foreign Record Date Stockholders subject to such Stockholder making satisfactory
arrangements with the Subscription Agent for the exercise or other disposition
of the Rights evidenced thereby, and shall follow the instructions of such
Stockholder for the exercise of such Rights if such instructions are received
prior to the Expiration Time.
5. Delivery of Prospectus and Other Documents. The Subscription Agent
shall deliver to each Record Date Stockholder, along with originally issued
Subscription Certificates (except as provided in Section 4), (i) a letter from
the President of the Company to its Stockholders, (ii) a Prospectus, (iii)
Instructions as to Use of the Subscription Certificates, (iv) a return envelope
addressed to the Subscription Agent, and (vi) such other documents and
information as the Company may provide. The Subscription Agent shall also
provide copies of the Prospectus and other documents prepared by the Company to
Registered Holders, holders of Common Stock and other persons upon request.
(a) The Company will provide the Subscription Agent with a
sufficient number of Prospectuses as the Subscription Agent may require.
(b) The Subscription Agent shall provide a sufficient number
of Subscription Certificates as required to distribute to Record Date
Stockholders and to replace lost, destroyed, mutilated or stolen Subscription
Certificates.
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(c) The Company has provided to the Subscription Agent a form
of letter to Foreign Record Date Stockholders, which shall be delivered only to
Foreign Record Date Stockholders, along with the Prospectus.
(d) The Company has provided to the Subscription Agent the
following documents that the Subscription Agent shall deliver to brokers,
dealers, commercial banks, trust companies and other nominee holders of
Subscription Certificates: (i) a letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees; (ii) a letter to the clients of nominee
holders described in clause (i); (iii) a letter to Foreign Record Date
Stockholders; (iv) a Notice of Guaranteed Delivery; and (v) a Nominee Holder
Certification.
6. Exercise. Rights may be exercised at any time during the Offering
Period upon the terms and conditions set forth in the Prospectus and in this
Agreement.
(a) Rights may be exercised by completing and executing the
exercise portion of the Subscription Certificate and delivering it to the
Subscription Agent along with payment of the Subscription Price for the
aggregate number of Series A Preferred Shares subscribed for prior to the
Expiration Time.
(b) A subscription will be accepted by the Subscription Agent
if, prior to the Expiration Time, the Subscription Agent has received (i)
payment of the full Subscription Price for the Series A Preferred Shares
subscribed for in the Basic Subscription and any additional Series A Preferred
Shares subscribed for pursuant to the Oversubscription Privilege (for Record
Date Stockholders), and (ii) a Notice of Guaranteed Delivery by facsimile
(telecopy) or otherwise from a bank, trust company, New York Stock Exchange
member or member of another national securities exchange guaranteeing delivery
of a properly completed and executed Subscription Certificate. The Subscription
Agent will not honor a Notice of Guaranteed Delivery unless a properly completed
and executed Subscription Certificate is received by the Subscription Agent by
the close of business on the third New York Stock Exchange trading day after the
Expiration Time.
(c) The Subscription Price shall be paid in United States
dollars, by (i) check or draft drawn on a United States bank, or an postal,
telegraphic or express money order payable to the Subscription Agent, or (ii) by
wire transfer of same day funds to an account maintained by the Subscription
Agent for the purpose of accepting subscriptions the Chase Manhattan Bank,
Account No. 323-062547 (Transmedia Network Inc.); ABA No. ▇▇▇▇▇▇▇▇▇.
(d) Once a Registered Holder has exercised Rights, such
exercise may not be revoked or rescinded.
(e) If a Registered Holder does not indicate the number of
Rights being exercised in the Basic Subscription, or does not deliver full
payment of the Subscription Price for the number of shares indicated as being
subscribed through the exercise of Rights in the Basic
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Subscription, then such Registered Holder will be deemed to have exercised
Rights to purchase the maximum number of Series A Preferred Shares determined by
dividing the total Subscription Price paid by the Subscription Price per share,
but not in excess of the number of Series A Preferred Shares such holder may
purchase through the exercise of Rights in the Basic Subscription.
(f) If a Registered Holder does not indicate the number of
Rights being exercised or the number of Series A Preferred Shares such holder
wishes to purchase through the Oversubscription Privilege, but submits payment
for more shares than may be purchased through the exercise of such Registered
Holder's Rights in the Basic Subscription, the excess payment received from such
Registered Holder will be deemed to be a subscription payment for a number of
additional Series A Preferred Shares in the Oversubscription Privilege
determined by dividing the amount of such excess payment by the Subscription
Price per share.
7. Oversubscription Privilege. Series A Preferred Shares not sold by
the Company through the exercise of Rights in the Basic Subscription will be
offered by means of the Oversubscription Privilege to the Record Date
Stockholders who have exercised all exercisable Rights issued to them. Record
Date Stockholders such as broker-dealers, banks, and other professional
intermediaries who hold shares of Common Stock on behalf of clients, may
participate in the Oversubscription Privilege for the client if the client fully
exercises all Rights attributable to the client.
(a) If subscriptions for Series A Preferred Shares through the
Oversubscription Privilege exceed the Series A Preferred Shares available for
sale after the Basic Subscription, the Series A Preferred Shares will be
allocated among those who oversubscribe based on the number of Rights originally
issued to them, so that the number of Series A Preferred Shares issued to Record
Date Stockholders who subscribe pursuant to the Oversubscription Privilege will
generally be in proportion to the number of shares of Common Stock owned by them
on the Record Date. The percentage of remaining Series A Preferred Shares each
oversubscribing Record Date Stockholder may acquire may be rounded up or down to
result in delivery of whole shares. The allocation process may involve a series
of allocations in order to assure that the total number of shares available for
Oversubscriptions is distributed on a pro rata basis. A Record Date Stockholder
who is not allocated the full amount of shares that the holder subscribes for
pursuant to the Oversubscription Privilege will receive a refund of the
Subscription Price paid by such holder for shares that are not allocated to and
purchased by such holder. Such refund will be made by a check mailed by the
Subscription Agent.
(b) If a Registered Holder does not deliver full payment of
the Subscription Price for the number of Series A Preferred Shares indicated as
being subscribed through the exercise of the Oversubscription Privilege, then
such Registered Holder will be deemed to have exercised the Oversubscription
Privilege to purchase the maximum number of Series A Preferred Shares determined
by dividing the total Subscription Price paid (in excess of the Subscription
Price for the number of Series A Preferred Shares such holder purchased through
the exercise of
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Rights in the Basic Subscription) by the Subscription Price per share; provided,
that such Registered Holder is a Record Date Stockholder who fully exercised all
of his Rights in the Basic Subscription.
8. Standby Purchase. The Subscription Agent understands that the Series
A Preferred Shares not sold by the Company through the exercise of Rights in the
Basic Subscription or by means of the Oversubscription Privilege will be
purchased by the Standby Purchaser pursuant to the terms of a standby purchase
agreement between the Company and the Standby Purchaser. As soon as practicable
after the Expiration Time (but not later than 9:00 a.m., Eastern Standard Time,
on the day following the Expiration Time), the Subscription Agent shall advise
the Company and the Standby Purchaser in writing as to the number of Series A
Preferred Shares unsubscribed for (and, in the case of the exercise of Rights
pursuant to the guaranteed delivery procedures set forth in the Prospectus, such
communication shall be confirmed to the Company and the Standby Purchaser by
5:00 p.m., Eastern Standard time, three New York Stock Exchange trading days
after the Expiration Time).
9. Power of Attorney. The Company hereby constitutes and appoints the
Subscription Agent as the Company's true and lawful attorney in-fact, with full
power in such capacity to endorse, deposit, negotiate, and invest on behalf and
for the account of the Company, in accordance with the written instructions
provided by the Company, checks, drafts, money orders, wire transfers or other
payments received by the Subscription Agent as a payment of the Subscription
Price upon the exercise of Rights in the Basic Subscription or pursuant to the
Oversubscription Privilege.
10. Escrow and Investment of Funds. The Subscription Agent shall:
(a) Maintain a record of the date, amount of each payment of
the Subscription Price received upon the exercise of Rights in the Basic
Subscription and the Oversubscription Privilege, and the name and address of the
Registered Holder by whom or on whose behalf payment was made.
(b) Aggregate all payments received upon the exercise of
Rights in the Basic Subscription and deposit such payments in one or more bank
accounts, or invest such payments in Treasury bills or other investments
designated in writing by the Company, as soon as practicable after receipt of
such payments.
(c) Aggregate all payments received upon the exercise of
Rights pursuant to the Oversubscription Privilege and deposit such payments in
one or more bank accounts, or invest such payments in Treasury bills or other
investments designated in writing by the Company, as soon as practicable after
receipt of such payments.
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(d) Keep payments received upon the exercise of Rights in the
Basic Subscription segregated from payments, received upon the exercise of the
Oversubscription Privilege.
(e) Maintain a record of the number of Rights issued to each
Foreign Record Date Stockholder.
(f) Keep all funds deposited and invested in accounts in the
name of the Company for the benefit of the Company.
(g) Return as promptly as practicable to the Registered Holder
who made such payment, any payment of the Subscription Price in the Basic
Subscription or Oversubscription Privilege not accepted by the Company for any
reason.
11. Payment of Funds to the Company. Funds representing payment of the
Subscription Price in the Basic Subscription (including interest earned thereon)
shall be paid to the Company by wire transfer to such account and according to
such instructions as the Company may deliver to the Subscription Agent in
writing. Unless changed by subsequent written instructions, the Subscription
Agent shall follow the wiring instructions attached to this Agreement as
Appendix B. Such wire transfer of funds to the Company shall be made promptly
following the Expiration Time, at which time all funds (including payments in
respect of the Oversubscription Privilege) received by the Subscription Agent
from Rights holders shall be paid (together with interest thereon) to the
Company.
12. Reports. The Subscription Agent shall deliver daily to the Company
a written report showing the following: (i) the number of Rights exercised in
the Basic Subscription on such day, and the aggregate number of Rights exercised
in the Basic Subscription through such date; (ii) the amount of funds received
on such day in payment of the Subscription Price in the Basic Subscription, and
the aggregate amount of funds on deposit or invested for the account of the
Company from payment of the Subscription Price in the Basic Subscription through
such date; (iii) the number of Series A Preferred Shares subscribed for on such
day pursuant to the Oversubscription Privilege, and the aggregate number of
Series A Preferred Shares subscribed for through such date pursuant to the
Oversubscription Privilege; (iv) the aggregate amount of funds received on such
day in payment of the Subscription Price pursuant to the Oversubscription
Privilege, and the aggregate amount of funds on deposit or invested for the
account of the Company from payment of the Subscription Price through the
Oversubscription Privilege through such date; and (v) the aggregate number of
Series A Preferred Shares that would be allocated to the Standby Purchaser if no
further subscriptions were to be received.
13. Issuance of Series A Preferred Shares. Promptly after (i) the
receipt and acceptance of properly exercised Subscription Certificates and
receipt of payment of the Subscription Price for Series A Preferred Shares in
the Basic Subscription and (ii) the determination of the number of Series A
Preferred Shares, if any, to be issued to each Registered
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Holder who subscribes and pays for Series A Preferred Shares through the
Oversubscription Privilege, the Subscription Agent shall issue and deliver to
the Registered Holder so exercising Rights a stock certificate evidencing the
aggregate of (a) the number of Series A Preferred Shares purchased in the Basic
Subscription and (b) with respect to any Registered Holder whose
Oversubscription is accepted, the number of Series A Preferred Shares purchased
in the Oversubscription.
14. Validity and Form of Subscriptions. All questions concerning the
timeliness, validity, form and eligibility of any exercise of Rights in the
Basic Subscription or subscriptions pursuant to the Oversubscription Privilege
will be determined by the Company, whose determination will be final and
binding. The Subscription Agent shall examine the Subscription Certificates it
receives to ascertain whether they appear to have been completed and executed in
accordance with the Prospectus and the Instructions. In the event that the
Subscription Agent determines that the Subscription Certificate does not appear
to have been properly completed or executed, or where the Subscription
Certificates do not appear to be in proper form for subscription, or any other
irregularity in connection with the subscription appears to exist, the
Subscription Agent will follow its regular procedures to attempt to cause such
irregularity to be corrected. The Subscription Agent is not authorized to waive
any irregularity in connection with the subscription, unless it has received
from the Company notification, duly dated and signed by an authorized officer of
the Company, indicating that any irregularity in the Subscription Certificate
has been cured or waived and that such Subscription Certificate has been
accepted by the Company. The Subscription Agent will promptly notify the Company
in writing of all defects in the exercise of any Rights in the Basic
Subscription or through the Oversubscription Privilege. Subscription
Certificates and funds received by the Subscription Agent that are not properly
executed or submitted, and as to which all irregularities have not been timely
waived or cured, shall be returned by the Subscription Agent to the Registered
Holder who submitted such Subscription Certificate and/or payment. Such return
shall be made by either first class mail under a blanket surety bond or
insurance protecting the Subscription Agent and the Company from losses or
liabilities arising out of the non-receipt or nondelivery of Subscription
Certificates or by registered mail insured separately for the value of such
Subscription Certificates, and if determined to be required by the Company,
shall include a letter of notice to be furnished by the Company explaining the
reasons for the return of the Subscription Certificates and other documents.
15. Amendment, Extension or Termination of the Rights Offer. The
Company reserves the right, in its sole discretion, to: (a) terminate the offer
of Series A Preferred Shares through the Rights prior to delivery of the Series
A Preferred Shares for which Registered Holders have subscribed pursuant to the
exercise of Rights in the Basic Subscription or pursuant to the Oversubscription
Privilege; (b) extend the Expiration Time to a later date and time; or (c) amend
or modify the terms of the Rights. If the Company amends the terms of the
Rights, an amended Prospectus will be distributed to holders of record of Rights
and to holders of Rights who have previously exercised Rights. All holders of
Rights who exercised their Rights prior to such amendment or within four
business days after the mailing of the amended Prospectus will
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be given the opportunity to confirm the exercise of their Rights by executing
and delivering a consent form.
16. Loss or Mutilation. Upon receipt by the Company and the
Subscription Agent of evidence, satisfactory to them, of the ownership and loss,
theft, destruction or mutilation of any Subscription Certificate, and in the
case of loss, theft or destruction, receipt of indemnity satisfactory to the
Company and the Subscription Agent, and in the case of mutilation upon surrender
and cancellation of the mutilated Subscription Certificate, the Subscription
Agent shall deliver in place of such lost, stolen, destroyed or mutilated
Subscription Certificate a new Subscription Certificate representing an equal
aggregate number of Rights. Registered Holders requesting such substitute
Subscription Certificates shall also comply with such other reasonable
regulations, requirements or requests, and shall pay such reasonable charges, as
the Company or the Subscription Agent may prescribe.
17. Liability of Subscription Agent. The Subscription Agent shall not,
by issuing and delivering Subscription Certificates or stock certificates
evidencing Series A Preferred Shares, or receiving or holding funds for the
benefit of the Company, or by any other act under this Agreement, be deemed to
make any representations as to the validity or value or authorization of the
Subscription Certificates or the Rights represented thereby or the Series A
Preferred Shares issued upon the exercise of Rights, or whether the Series A
Preferred Shares issued upon the exercise of Rights are fully paid and
nonassessable. The Subscription Agent shall not be (i) liable for any statement
of fact made or contained in this Agreement or in the Prospectus or in any
documents prepared by the Company in connection with the offer of Series A
Preferred Shares through the Rights, (ii) liable for any action taken, suffered,
or omitted by it in reliance upon any Subscription Certificate or other document
or instrument believed by it in good faith to be genuine and to have been signed
or presented by the proper party or parties, (iii) responsible for any failure
on the part of the Company to comply with any of its covenants and obligations
contained in this Agreement or in the Subscription Certificates, or (iv) liable
for any act or omission in connection with the performance of its duties,
obligations, covenants and agreements under this Agreement, except for the
Subscription Agent's own negligence, wilful breach or misconduct.
18. Indemnification. The Company agrees to indemnify and hold harmless
the Subscription Agent from and against any and all losses, expenses, and
liabilities, including judgments, costs and reasonable attorneys' fees, arising
out of any act or omission of the Subscription Agent in the execution or
performance of its duties, obligations, covenants and agreements under this
Agreement, except for the Subscription Agent's own negligence, wilful breach or
misconduct.
19. Compensation for Services. The Company agrees to pay the
Subscription Agent a fee of $15,000 for all services rendered by the
Subscription Agent under this Agreement, and to reimburse the Subscription Agent
for all reasonable out-of-pocket expenses incurred in performing its duties
under this Agreement.
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20. Amendment; Modification; Waiver. This Agreement may be amended,
waived, discharged, or terminated in whole or in part only by a written
instrument signed by the party against whom enforcement of such amendment,
waiver, discharge, or termination is sought. Notwithstanding the immediately
preceding sentence, the parties shall supplement or amend this Agreement to
conform to any amendments or changes that the Company may make to the terms and
conditions of the Rights and the offer of the Series A Preferred Shares through
the Rights.
21. Notices. All notices under this Agreement shall be in writing and
shall be sent by telecopier with a confirming copy sent by United States mail,
first class postage prepaid, or by air courier, delivery charges prepaid, to a
Registered Holder at the address shown on the registry books maintained by the
Subscription Agent, or to the parties at the following telecopier numbers and
addresses:
To the Company: Transmedia Network Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer
To the Subscription Agent: American Stock Transfer & Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Reorganization Department
A notice sent by mail shall be deemed delivered on the fourth day after deposit
in the United States mail, postage prepaid, and addressed as aforesaid. Any
party may change its address or telecopier number for notice by giving notice to
the other party in the manner provided in this Section.
22. Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party to this Agreement, upon any breach or
default of any other party under this Agreement, shall impair any such right,
power, or remedy; nor shall it be construed to be a waiver of, or an
acquiescence in any such breach or default or any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character, on
the part of any party, of any breach or default under this Agreement, or any
waiver, on the part of any party, of any provisions or conditions of this
Agreement, must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law and otherwise afforded to any party, shall be cumulative and
not alternative.
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23. Unenforceable Provisions. If all or part of any one or more of the
provisions contained in this Agreement is for any reason held to be invalid,
illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provisions, and this Agreement shall
be equitably construed as if it did not contain the invalid, illegal, or
unenforceable provision.
24. Gender. Whenever appropriate in this Agreement, terms in the
singular form shall include the plural (and vice versa) and any gender form
shall include all others.
25. Section Headings. Section headings are for the convenience of the
parties and do not form a part of this Agreement.
26. Binding Effect; Parties. This Agreement shall be binding on the
Company, the Subscription Agent and their respective successors and assigns; and
nothing in this Agreement shall confer upon any other person or entity any
right, remedy, or claim, or impose upon any other person any duty, liability, or
obligation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TRANSMEDIA NETWORK INC.
By:
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Title:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:
------------------------------------
Title:
▇▇
▇▇▇▇▇▇▇▇ ▇
Wire funds to:
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