{"id":42303,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/fee-payment-agreement-broadview-associates-clarinet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"fee-payment-agreement-broadview-associates-clarinet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/fee-payment-agreement-broadview-associates-clarinet.html","title":{"rendered":"Fee Payment Agreement &#8211; Broadview Associates, ClariNet Communications Corp., and Individual Inc."},"content":{"rendered":"<pre>                               INDIVIDUAL, INC.\n                       8 New England Executive Park West\n                             Burlington, MA 01803\n\n\n                                        June  13,  1997\n\nBroadview  Associates\n950  Tower  Lane\n18th  Floor\nFoster  City,  California  94404-2130\n\nClariNet  Communications  Corp.\n4880  Stevens  Creek  Boulevard\nSuite  206\nSan  Jose,  California  95129\n\n               RE:          PAYMENT  OF  BROADVIEW  SUCCESS  FEE\n                            ------------------------------------\n\nLadies  and  Gentlemen:\n\n     This  letter  (the  'Fee  Payment  Agreement')  is being delivered to you\npursuant  to Section 4.09 of that certain Agreement and Plan of Reorganization\n(the  'Merger  Agreement')  dated  as  of June 13, 1997 among Individual, Inc.\n('Individual'),  CN  Merger  Corp.,  a  wholly-owned  subsidiary of Individual\n('Merger  Sub'),  ClariNet  Communications  Corp.  ('ClariNet')  and  certain\nshareholders  of  ClariNet,  pursuant  to  which,  subject  to  the  terms and\nconditions  set  forth in the Merger Agreement, Merger Sub will merge with and\ninto  ClariNet,  with  ClariNet  surviving  as  a  wholly-owned  subsidiary of\nIndividual  (the  'Merger').    Any  capitalized  terms  used  herein  without\ndefinition  shall  have the meanings given such terms in the Merger Agreement.\n\n     Pursuant  to  an  agreement  dated  August  29, 1996 between ClariNet and\nBroadview  Associates  ('Broadview')  (the  'Broadview\/ClariNet  Agreement'),\nClariNet  has  agreed to pay Broadview a success fee in the amount of $500,000\n(the  'Success  Fee')  upon  the  consummation of the Merger.  By this letter,\nIndividual hereby agrees that, upon the consummation of the Merger, Individual\nshall  assume  the  obligation  and pay directly to Broadview the Success Fee,\npayable  in  Individual's  sole  discretion  in  cash,  Buyer  Stock  or  some\ncombination of both, in full payment for all services rendered by Broadview to\nany  Person in connection with the Merger, pursuant to the following terms and\nconditions:\n\n     1.       Delivery of Initial Shares.  Upon the consummation of the Merger\n              --------------------------\nat  the  Effective  Time,  Individual  shall  issue  and  deliver to Broadview\ncertificates  representing  100,000  shares  of  Buyer  Stock  (the  'Initial\nShares').    The  Initial  Shares  shall  be  subject to certain restrictions,\nconditions  and  limitations,  as  provided  herein.\n\n     2.        Full Cash Payment.  At any time on or before 5:00 p.m. (Eastern\n               -----------------\nStandard  time)  on the day that the shelf Registration Statement (the 'Resale\nRegistration  Statement')  which  Individual  is  required  to  file  with the\nSecurities  and  Exchange  Commission  pursuant  to  the  Registration  Rights\nAgreement  (the  'Registration  Rights  Agreement')  dated as of June 18, 1997\namong  Individual, Broadview, ClariNet and certain shareholders of ClariNet is\ndeclared  effective  by  the  Securities  and  Exchange  Commission  (the\n'Determination  Date'),  Individual  may  elect,  in  its  sole discretion, by\nwritten  notice to Broadview, to pay $500,000 in cash to Broadview in full and\nfinal  payment  of  the  Success Fee (the 'Full Cash Payment'), in lieu of the\nInitial  Shares.    Upon  Broadview's  receipt  of  the Full Cash Payment from\nIndividual, which shall be made by Individual not later than five (5) business\ndays  following  the date of the foregoing election notice, the Initial Shares\nautomatically  shall  be  deemed  to  be  canceled  on  the  stock  records of\nIndividual  and  Broadview shall promptly return the certificates representing\nthe  Initial  Shares  to  Individual  for  destruction.    If the certificates\nrepresenting  the  Initial Shares were lost, stolen or destroyed or if for any\nother  reason  Broadview  fails  to  return  the certificates representing the\nInitial  Shares  to Individual, Broadview hereby agrees that it will indemnify\nIndividual  and hold it harmless from any and all damages, losses, liabilities\nand  other  expenses  incurred  by  Individual  as a result of such failure of\nreturn,  and,  at  the  request  of  Individual, will sign a written indemnity\nagreement  to  that  effect.\n\n     3.          Partial  Cash Payment.  Alternatively, Individual may instead\n                 ---------------------\nelect, in its sole discretion, by written notice to Broadview delivered at any\ntime on or before 5:00 p.m. (Eastern Standard Time) on the Determination Date,\nto  pay  Broadview  an  amount  of  cash less than $500,000 (the 'Partial Cash\nPayment'),  which  shall  be paid by Individual not later than 5 business days\nfollowing  the  date  of  such  notice, and which, together with the number of\nInitial  Shares  (and,  if applicable, additional shares of Buyer Stock) to be\nretained  by  Broadview  after  the  Determination Date in accordance with the\nfollowing  provisions,  will  constitute full and final payment of the Success\nFee:\n\n          (A)     In the event that the quotient (the 'Partial Cash Adjustment\nQuotient')  obtained  by  dividing (i) the difference between $500,000 and the\namount  of  the  Partial  Cash  Payment  by  (ii) the lower of (x) the average\nclosing sale price of Buyer Stock on the Nasdaq National Market for the 30-day\nperiod  ending  on the day immediately preceding the Determination Date or (y)\nthe  average  closing  sale price of Buyer Stock on the Nasdaq National Market\nfor the 5-day period ending on the day immediately preceding the Determination\nDate,  is  greater  than  the total number of Initial Shares, Individual shall\nissue  and  deliver  to  Broadview  within  five  (5)  business days after the\nDetermination  Date an additional number of shares of Buyer Stock equal to the\ndifference  between  the  Partial  Cash  Adjustment Quotient and the number of\nInitial  Shares.\n\n          (B)        In the event that the Partial Cash Adjustment Quotient is\nless  than  the  total  number of Initial Shares, the number of Initial Shares\nequal  to  the  difference  between the total number of Initial Shares and the\nPartial  Cash Adjustment Quotient shall automatically be canceled on the stock\nrecords  of  Individual  as  of  the  Determination  Date  and Broadview shall\npromptly return the certificates representing such number of Initial Shares to\nIndividual  for  destruction.    If Broadview does not return the certificates\nrepresenting  such  Initial  Shares to Individual for destruction because such\ncertificates were lost, stolen or destroyed or for any other reason, Broadview\nhereby  agrees that it will indemnify Individual and hold it harmless from any\nand all damages, losses, liabilities and other expenses incurred by Individual\nas a result of such failure of return, and, at the request of Individual, will\nsign  a  written  indemnity  agreement  to  that  effect.\n\n     4.          No  Cash  Payment.  If Individual does not elect by 5:00 p.m.\n                 -----------------\n(Eastern  Standard  time) on the Determination Date to deliver either the Full\nCash  Payment  or  a Partial Cash Payment to Broadview, Broadview shall retain\nthe  Initial  Shares as full and final payment for the Success Fee, subject to\neither  the  issuance  of additional shares of Buyer Stock to Broadview or the\ncancellation  and  return  of  certain of the Initial Shares to Individual, in\naccordance  with  the  following:\n\n          (A)       In the event that the quotient (the 'Stock Only Adjustment\nQuotient')  obtained  by  dividing  $500,000  by  the lower of (i) the average\nclosing sale price of Buyer Stock on the Nasdaq National Market for the 30-day\nperiod  ending on the day immediately preceding the Determination Date or (ii)\nthe  average  closing  sale price of Buyer Stock on the Nasdaq National Market\nfor the 5-day period ending on the day immediately preceding the Determination\nDate,  is  greater  than  the total number of Initial Shares, Individual shall\nissue  and  deliver  to  Broadview  within  five  (5)  business days after the\nDetermination  Date an additional number of shares of Buyer Stock equal to the\ndifference  between  the  Stock  Only  Adjustment  Quotient  and the number of\nInitial  Shares.\n\n          (B)     In the event that the Stock Only Adjustment Quotient is less\nthan the total number of Initial Shares, the number of Initial Shares equal to\nthe  difference  between the total number of Initial Shares and the Stock Only\nAdjustment  Quotient  shall  automatically be canceled on the stock records of\nIndividual  as  of  the Determination Date and Broadview shall promptly return\nthe  certificates representing such number of Initial Shares to Individual for\ndestruction.   If Broadview does not return the certificates representing such\nInitial  Shares  to  Individual for destruction because such certificates were\nlost,  stolen  or  destroyed  or for any other reason, Broadview hereby agrees\nthat  it  will  indemnify  Individual  and  hold  it harmless from any and all\ndamages,  losses,  liabilities  and other expenses incurred by Individual as a\nresult of such failure of return, and, at the request of Individual, will sign\na  written  indemnity  agreement  to  that  effect.\n\n     5.      Registration.  In the event that Individual elects not to deliver\n             ------------\nthe  Full  Cash  Payment provided for in paragraph 2, Individual shall include\nthe  Initial  Shares,  plus  any  additional  shares  of Buyer Stock issued to\n                       ----\nBroadview  in  accordance  with  paragraphs 3(A) or 4(A), or minus the Initial\n                                                          --------\nShares  canceled on the stock records of Individual and returned to Individual\nin  accordance with paragraphs 3(B) or 4(B), as the case may be (in total, the\n'Final  Shares'),  in the Resale Registration Statement, subject to all of the\nterms  and  conditions  set forth in the Registration Rights Agreement and the\nfollowing  additional  terms:\n\n          (A)       In the event that (i) the Resale Registration Statement is\nnot  filed on or before October 1, 1997 (the 'Initial Gross-up Date') and (ii)\nBroadview  has  not  sold,  agreed  to sell, transferred, pledged, assigned or\notherwise  disposed  of any of the Final Shares, then: (x) Individual will pay\nBroadview  within  five  (5)  business days after the Initial Gross-up Date an\namount of cash equal to the difference between the Success Fee and any Partial\nCash  Payment  that  Individual  previously  paid to Broadview pursuant to the\npreceding  paragraphs  of  this Fee Payment Agreement and (y) all of the Final\nShares  shall  automatically be canceled on the stock records of Individual as\nof  the  Initial  Gross-up  Date  and  Broadview  shall  promptly  return  the\ncertificates representing all such Final Shares to Individual for destruction.\nIf  Broadview  does  not  return  the certificates representing all such Final\nShares  to  Individual  for  destruction because the certificates representing\nsuch  Final  Shares  were  lost,  stolen or destroyed or for any other reason,\nBroadview hereby agrees that it will indemnify Individual and hold it harmless\nfrom  any  and all damages, losses, liabilities and other expenses incurred by\nIndividual  as  a  result  of  such  failure of return, and, at the request of\nIndividual,  will  sign  a  written  indemnity  agreement  to that effect; and\n\n          (B)     In the event that the Resale Registration Statement is filed\non or before October 1, 1997, but (i) the Resale Registration Statement is not\ndeclared  effective  by  the  Securities  and Exchange Commission on or before\nNovember 15, 1997 (the 'Final Gross-up Date') and (ii) Broadview has not sold,\nagreed to sell, transferred, pledged, assigned or otherwise disposed of any of\nthe  Final  Shares,  then:  (x)  Individual will pay Broadview within five (5)\nbusiness  days  after  the  Final Gross-up Date an amount of cash equal to the\ndifference  between  the  Success  Fee  and  any  Partial  Cash  Payment  that\nIndividual  previously  paid to Broadview pursuant to the preceding paragraphs\nof  this  Fee  Payment  Agreement  and  (y)  all  of  the  Final  Shares shall\nautomatically  be  canceled on the stock records of Individual as of the Final\nGross-up  Date  and  Broadview  shall  promptly  return  the  certificates\nrepresenting  all  such  Final  Shares  to  Individual  for  destruction.   If\nBroadview  does not return the certificates representing all such Final Shares\nto Individual for destruction because the certificates representing such Final\nShares  were  lost,  stolen  or  destroyed  or for any other reason, Broadview\nhereby  agrees that it will indemnify Individual and hold it harmless from any\nand all damages, losses, liabilities and other expenses incurred by Individual\nas a result of such failure of return, and, at the request of Individual, will\nsign  a  written  indemnity  agreement  to  that  effect.\n\n     6.          Investment  Representations.\n                 ---------------------------\n\n          (A)     No Distribution(a)     No Distribution.  Any shares of Buyer\n                  ---------------        ---------------\nStock  acquired  by  Broadview  hereunder  are  being  acquired solely for the\npurpose of investment for Broadview's own accounts, and not with a view to, or\nfor  resale  in  connection  with,  any distribution of such shares; provided,\nhowever,  that,  subject  to  the  terms  and conditions contained in this Fee\nPayment Agreement and the Registration Rights Agreement, shares of Buyer Stock\nissued  to  Broadview hereunder may be included for registration in the Resale\nRegistration Statement filed pursuant to the Registration Rights Agreement and\nsold pursuant thereto.  Broadview is not a party to any contract, undertaking,\nagreement  or  arrangement  with  any  Person  to  sell,  transfer  or  grant\nparticipation  rights  to  any  such Person or any third party with respect to\nsuch  shares  of  Buyer  Stock.\n\n          (B)     Investor Qualification'(b)InvestorQualification'.  Broadview\n                  ----------------------    ---------------------\nhas  such  knowledge and experience in financial and business matters so as to\nenable  Broadview to evaluate the merits and risks attendant to receipt of and\ninvestment  in  the  Buyer  Stock.    Broadview  is able to bear the risk of a\ncomplete  loss  of  its  investment  in  the  Buyer  Stock.\n\n          (C)      Restrictions on Resale'(c)RestrictionsonResale'.  Broadview\n                   ----------------------    --------------------\nacknowledges  and  understands  that:\n\n               (i)          Except as otherwise provided herein, the shares of\nBuyer  Stock  are  being  issued without registration under the 1933 Act based\nupon an exemption provided under the 1933 Act, and Broadview's representations\ncontained  in this Fee Payment Agreement are a material factor with respect to\nthat  exemption.\n\n               (ii)      The shares of Buyer Stock are 'restricted securities'\nwithin  the meaning of Rule 144 under the 1933 Act and as such may not be sold\nor  disposed of other than pursuant to Rule 144, pursuant to an exemption from\nregistration provided by the 1933 Act or pursuant to an effective registration\nstatement  thereunder.\n\n               (iii)         Broadview hereby consents to the placement on the\ncertificates  representing  all  of  the  shares  of  Buyer Stock issued to it\nhereunder  of  the  1933  Act  Legend and a legend reflecting the restrictions\nimposed  on  such  shares  pursuant  to  this  Fee  Payment  Agreement.\n\n          (D)          Access  to  Information(D)       ACCESS TO INFORMATION.\n                       -----------------------          ---------------------\nBroadview acknowledges that it has had the opportunity to ask questions of and\nreceive  answers  from  officers  and  employees of Individual relating to the\nterms  and  conditions  of this Fee Payment Agreement.  Broadview has received\nand  reviewed complete and accurate copies, as amended or supplemented, of the\nBuyer's  SEC Reports.  Broadview has had the opportunity to receive and review\nsuch  other  documents  concerning  Individual  as  Broadview  has  requested.\n\n     7.     Pooling Lock-Up Agreement.  Broadview shall execute and deliver to\n            -------------------------\nIndividual  a pooling lock-up letter in substantially the form attached hereto\nas  Annex  A, pursuant to which Broadview shall agree, among other things, not\n    --------\nto  sell  or otherwise transfer any shares of Buyer Stock prior to twenty-four\nhours  after  the release by Individual of financial results covering at least\n30  days  of  combined  operations  of  Individual  and  ClariNet.\n\n     8.      Expense Reimbursement; Complete Payment; Termination.  Individual\n             ----------------------------------------------------\nshall  reimburse  Broadview  for  up  to  $5,000.00 in out-of-pocket costs and\nexpenses  incurred  by  Broadview  in connection with the Merger (the 'Expense\nReimbursement').  Other than the Expense Reimbursement, the Success Fee is the\nonly  compensation  to  which  Broadview  is  entitled  in connection with the\nconsummation  of  the  Merger, whether from Individual, ClariNet, or any other\nPerson.    If  the  Merger is not consummated for any reason, this Fee Payment\nAgreement  shall  terminate  in  its  entirety  and  be of no further force or\neffect,  and  none  of the parties hereto shall have any rights or obligations\nhereunder.   Without limiting the generality of the preceding sentence, if the\nMerger  is not consummated for any reason, Individual shall have no obligation\nto  pay  the  Success  Fee  or make any other payment to or for the benefit of\nBroadview,  whether  in  the form of cash, Buyer Stock or otherwise.  Upon the\nconsummation  of  the Merger, the Broadview\/ClariNet Agreement shall terminate\nin  its entirety and be of no further force or effect, and none of the parties\nto  the  Broadview\/ClariNet  Agreement  shall  have  any rights or obligations\nthereunder.\n\n     9.     Taxes.  Individual shall be entitled to comply with all applicable\n            ------\nFederal,  State,  local,  and  foreign  tax payment, withholding and reporting\nrequirements imposed by law in connection with the payment of the Success Fee.\n\n\n\n\n\n\n                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n\n\n     Please  acknowledge  your agreement to the terms and conditions set forth\nin  this  Fee  Payment  Agreement  by  signing below on the appropriate lines.\n\n\n                              Sincerely,\n\n\n                              Individual,  Inc.\n\n                              By:  \/s\/  Robert  L.  Lentz\n                                   ----------------------\n\n                              Print  Name:  \/s\/  Robert  L.  Lentz\n                                            ----------------------\n\n                              Title:  Senior  Vice  President,  Finance  and\n                              Administration,  Chief  Financial  Officer,\n                              Treasurer  and  Secretary\n\n\n\n\nAGREED  TO  AND  ACCEPTED  BY:\n\nBROADVIEW  ASSOCIATES\n\nBy:  \/s\/  Stephen  S.  Smith\n     -----------------------\n\nPrint  Name:  \/s\/  Stephen  S.  Smith\n            -------------------------\n\nTitle:Managing  Director\n      ------------------\n\n\n\n\nCLARINET  COMMUNICATIONS  CORP.\n\nBy:  \/s\/  Roy  Folk\n     --------------\n\nPrint  Name:  \/s\/  Roy  Folk\n            ----------------\n\nTitle:President\n      ---------\n\n\n\n                                                                        ------\n                                                                       Annex A\n                                                                       -------\n\n                           Broadview Pooling Lock-Up\n\n\n                           POOLING LOCK-UP AGREEMENT\n\n                                   June  13,  1997\n\n\nINDIVIDUAL,  INC.\n8  New  England  Executive  Park  West\nBurlington,  MA  01803\n\nLadies  and  Gentlemen:\n\n     Pursuant  to  the terms of the Agreement and Plan of Reorganization dated\nas  of  June  13,  1997  (the 'Agreement'), among INDIVIDUAL, INC., a Delaware\ncorporation  ('Parent'),  CN  MERGER  CORP.,  a  Delaware  corporation  and\nwholly-owned  subsidiary of Parent ('Merger Sub'), and ClariNet Communications\nCorp.,  a  California  corporation  (the  'Company'),  Parent will acquire the\nCompany  through  the  merger  of  Merger  Sub  with and into the Company (the\n'Merger').    Subject  to  the  terms  and conditions of the Agreement, at the\nEffective Time (as defined in the Agreement), outstanding shares of the Common\nStock,  no  par  value  per share, of the Company (the 'Company Common Stock')\nwill  be  converted into the right to receive shares of the Common Stock, $.01\npar  value  per  share,  of  Parent  (the 'Parent Common Stock'), on the basis\ndescribed  in the Agreement.  Capitalized terms used herein without definition\nshall  have  the  meanings  given  such  terms  in  the  Agreement.\n\n     In  addition,  pursuant  to  the  terms and conditions of the Fee Payment\nAgreement  dated  as  of  June  13, 1997 among Parent, the undersigned and the\nCompany  (the  'Fee Payment Agreement'), the Parent has agreed to issue to the\nundersigned  at  the  Effective  Time  shares  of  Parent  Common  Stock.   In\nconsideration for the receipt of such shares, pursuant to Section 5 of the Fee\nPayment Agreement, the undersigned has agreed to execute and deliver to Parent\nthis  Pooling  Lock-Up  Agreement  (the  'Pooling  Lock-Up  Agreement').\n\n     The  undersigned  understands  that  the  representations, warranties and\ncovenants  set  forth  herein  will  be relied upon by Parent, stockholders of\nParent,  the  Company,  other shareholders of the Company and their respective\ncounsel  and  accountants.\n\n     The  undersigned  represents and warrants to and agrees with Parent that:\n\n     1.     The undersigned has full power to execute and deliver this Pooling\nLock-Up Agreement and to make the representations and warranties herein and to\nperform  its  obligations  hereunder;\n\n     2.      The undersigned has carefully read this Pooling Lock-Up Agreement\nand  the  Agreement  and  discussed  the  requirements  and  other  applicable\nlimitations  upon its ability to sell, transfer or otherwise dispose of Parent\nCommon Stock to the extent the undersigned felt necessary, with its counsel or\ncounsel  for  the  Company.\n\n     3.          The  undersigned  shall  not make any sale, transfer or other\ndisposition  of  Parent  Common Stock in violation of the Act or the Rules and\nRegulations.\n\n     4.         Except as otherwise provided in the Agreement, the Fee Payment\nAgreement  or the other Ancillary Agreements, Parent is under no obligation to\nregister the sale, transfer or other disposition of Parent Common Stock by the\nundersigned  or  on  its  behalf  under  the  Act  or to take any other action\nnecessary in order to make compliance with an exemption from such registration\navailable.\n\n     5.      Parent, in its sole discretion, may cause stop transfer orders to\nbe  placed with the transfer agent with respect to the undersigned's shares of\nParent  Common  Stock and may cause legends to be placed on the certificate(s)\nrepresenting  such  shares relating to this Pooling Lock-up Agreement, the Fee\nPayment  Agreement  and other transfer restrictions applicable to such shares.\n\n     6.          The  undersigned has not at any time since May 10, 1997 or in\ncontemplation  of  the  Merger engaged, and will not, after the Effective Time\n(as defined in the Agreement) and until such time as results covering at least\n30  days  of combined operations of the Company and Parent have been published\nby  Parent, in the form of a quarterly or annual earnings report, an effective\nregistration  statement  filed with the Commission, a report to the Commission\non  Form  10-K,  10-Q  or  8-K,  or  any  other  public filing or announcement\n(including a press release) which includes the combined results of operations,\nengage,  in  any  sale, exchange, transfer, pledge, disposition of or grant of\nany  option,  the establishment of any 'short' or put-equivalent position with\nrespect  to  or  the entry into any similar transaction intended to reduce the\nrisk  of  the  undersigned's risk of ownership of or investment in, any of the\nfollowing:\n\n     (a)      any shares of Parent Common Stock which the undersigned acquires\nin  connection  with  the  Merger and Fee Payment Agreement, or any securities\nwhich  may  be  paid  as  a  dividend or otherwise distributed thereon or with\nrespect  thereto  or  issued or delivered in exchange or substitution therefor\n(all  such shares and other securities being referred to herein, collectively,\nas  'Restricted  Securities'),  or  any  option,  right or other interest with\nrespect  to  any  Restricted  Securities;\n\n(b)          any  Company  Securities;  or\n\n     (c)          any  shares  of Company Common Stock or other Company equity\nsecurities  which  the  undersigned  purchases or otherwise acquires after the\nexecution  of  this  Pooling  Lock-up  Agreement.\n\n     7.          As promptly as practicable following the Merger, Parent shall\npublish  financial results covering at least 30 days of combined operations of\nthe  Company  and Parent in the form of a quarterly or annual earnings report,\nan effective registration statement filed with the Commission, a report to the\nCommission  on  Form  10-K,  10-Q  or  8-K,  or  any  other  public  filing or\nannouncement  (including  a press release) which includes the combined results\nof  operations of the Company and Parent; provided, however, that Parent shall\nbe  under  no  obligation to publish any such financial information other than\nwith  respect  to  a  fiscal  quarter  of  Parent.\n\n\n\n\n\n\n\n\n\n                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]\n\n\nVery  truly  yours,\n\n\n\nBROADVIEW  ASSOCIATES\n\n\nBy:  \/s\/  Javier  E.  Rojas__\n   --------------------------\n\n\nPrint  Name:  \/s\/  Javier  E.  Rojas__\n            --------------------------\n\n\nTitle:  Managing  Director\n      --------------------\n\n\n\n\n\n\n\n\n\n\n\n\nAccepted  this  18th  day  of\nJune,  1997,  by:\n\nINDIVIDUAL,  INC.\n\nBy:    \/s\/  Robert  L.  Lentz\n       ----------------------\n     Name:  Robert  L.  Lentz\n     Title:  Senior  Vice  President,  Finance  and\n          Administration,  Chief  Financial  Officer,\n          Treasurer  and  Secretary\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7849],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42303","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-individual-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42303","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42303"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42303"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42303"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42303"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}