Termination Agreement for Co-Sale and Voting Agreement among iDine Rewards Network Inc., Samstock, L.L.C., and Investors

Summary

iDine Rewards Network Inc., Samstock, L.L.C., and several investors have agreed to terminate their previous Co-Sale and Voting Agreement, effective February 2003. After this date, none of the parties will have any rights or obligations under the original agreement. This termination is governed by Delaware law and is formalized by signatures from all parties involved.

EX-4.6 4 dex46.txt TERMINATION OF CO-SALE AND VOTING AGREEMENT EXHIBIT 4.6 FINAL TERMINATION OF CO-SALE AND VOTING AGREEMENT This Termination Agreement is entered into by and among iDine Rewards Network Inc. (formerly known as Transmedia Network Inc.), a Delaware corporation (the "Company"), Samstock, L.L.C., a Delaware limited liability company ("Samstock"), and each of the investors listed on Schedule A attached hereto (the "Investors"), as of this __ day of February, 2003. W I T N E S S E T H WHEREAS, the Company and the Investors are parties to that certain Co-Sale and Voting Agreement dated as of April 28, 2000 (the "Co-Sale and Voting Agreement"); WHEREAS, the parties desire to terminate the Co-Sale and Voting Agreement and intend that the Co-Sale and Voting Agreement shall have no further force or effect from and after the effective date of this Termination Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Termination. The Co-Sale and Voting Agreement is terminated effective on February __, 2003. None of the parties thereto shall thereafter have any rights or obligations thereunder. 2. Applicable Law. This Termination Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. 3. Counterparts. This Termination Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. FINAL IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first above written. IDINE REWARDS NETWORK INC. By:________________________________ Name: Title: SAMSTOCK, L.L.C. By:________________________________ Name: Title: ___________________________________ Gene M. Henderson ___________________________________ Herbert M. Gardner ___________________________________ James M. Callaghan ___________________________________ Gregory J. Robitaille ___________________________________ John A. Ward III ___________________________________ George S. Wiedemann ___________________________________ Christine M. Donohoo ___________________________________ Frank F. Schmeyer ___________________________________ Thomas J. Litle ___________________________________ Elliot Merberg ___________________________________ Gerald Fleischman [Signature Page to Termination Agreement]