Form of Affiliate Agreement - Desktop Data Inc.
FORM OF AFFILIATE AGREEMENT
November 3, 1997
Desktop Data, Inc.
80 Blanchard Road
Burlington, MA 01803
Ladies and Gentlemen:
Pursuant to the terms of the Agreement and Plan of Merger dated as of
November 2, 1997 (the 'Agreement'), between Desktop Data, Inc., a Delaware
corporation ('Desktop'), and Individual, Inc., a Delaware corporation
('Individual'), Individual will merge with and into Desktop (the 'Merger').
The undersigned has been advised that as of the date hereof the
undersigned may be deemed to be an 'affiliate' of Desktop, as the term
'affiliate' is used in and for purposes of Accounting Series Releases 130 and
135, as amended, and Staff Accounting Bulletins 65 and 76 of the Commission.
The undersigned understands that the representations, warranties and
covenants set forth herein will be relied upon by Desktop, other shareholders of
Desktop, Individual, shareholders of Individual and their respective counsel and
The undersigned represents and warrants to and agrees with Desktop
1. The undersigned has full power to execute and deliver this
Affiliate Agreement and to make the representations and warranties herein and to
perform its obligations hereunder;
2. The undersigned has carefully read this letter and the Agreement
and discussed its requirements and other applicable limitations upon its ability
to sell, transfer or otherwise dispose of Individual Common Stock and Desktop
Common Stock to the extent the undersigned felt necessary, with its counsel or
counsel for Desktop.
3. The undersigned shall not make any sale, transfer or other
disposition of Desktop Common Stock in violation of the Act or the Rules and
4. The undersigned agrees with Desktop that the undersigned will not
sell, exchange, transfer, pledge, dispose or otherwise reduce his or her risk
relative to any shares of Desktop Common Stock or other equity securities of
Desktop owned by the undersigned during the period commencing on the date hereof
and ending at such time as financial results covering at least 30 days of
combined operations of Individual and Desktop have been published by Desktop, in
the form of a quarterly earnings report, an effective registration statement
filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K,
or any other public filing or
announcement which includes the combined results of operations, so as to
interfere with Desktop accounting for the Merger as a pooling of interests.
Desktop, at its discretion, may cause stop transfer orders to be placed with its
transfer agent with respect to the certificates representing the undersigned's
shares of Desktop Common Stock.
5. Desktop agrees to publish, as promptly as practicable following
the Merger, financial results covering at least 30 days of combined operations
of Individual and Desktop in the form of a quarterly earnings report, an
effective registration statement filed with the Commission, a report to the
Commission on Form 10-K, 10-Q or 8-K, or any other public filing or announcement
that includes the combined results of operations of Desktop and Individual;
provided, however, that Desktop shall be under no obligation to publish any such
financial information other than with respect to a fiscal quarter of Desktop.
6. The undersigned represents and warrants to Desktop that the
undersigned is the beneficial owner of the shares of Desktop Common Stock and
options to purchase Desktop Common Stock indicated below (the 'Desktop
Securities'). Except for Desktop Securities, the undersigned does not
beneficially own any shares of Desktop Common Stock or any other equity security
of Desktop or any options, warrants or other rights to acquire any equity
securities of Desktop.
7. This Agreement may not be amended or waived other than by a writing
signed by both the undersigned and Desktop.
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NUMBER OF SHARES OF DESKTOP COMMON STOCK
BENEFICIALLY OWNED BY THE UNDERSIGNED:
NUMBER OF SHARES OF DESKTOP COMMON STOCK
SUBJECT TO OPTIONS BENEFICIALLY OWNED BY THE UNDERSIGNED:
Very truly yours,
(print name of stockholder above)
Accepted this 3rd day of
November, 1997, by
DESKTOP DATA, INC.