{"id":43632,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-desktop-data-inc-and-individual-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-desktop-data-inc-and-individual-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-agreement-desktop-data-inc-and-individual-inc2.html","title":{"rendered":"Stock Option Agreement &#8211; Desktop Data Inc. and Individual Inc."},"content":{"rendered":"<pre>                            STOCK OPTION AGREEMENT\n\n     THIS STOCK OPTION AGREEMENT dated as of November 2, 1997 (the 'Agreement')\n                                                                    ---------  \nis entered into by and between Desktop Data, Inc., a Delaware corporation\n('Desktop'), and Individual, Inc. a Delaware corporation ('Individual').\n---------                                                  ----------   \n\n                                    RECITALS\n                                    --------\n\n     WHEREAS, concurrently with the execution and delivery of this Agreement,\nDesktop and Individual are entering into an Agreement and Plan of Reorganization\n(the 'Merger Agreement'), which provides that, among other things, upon the\n      ----------------                                                     \nterms and subject to the conditions thereof, Individual will be merged with and\ninto Desktop (the 'Merger') with Desktop continuing as the surviving\n                   ------                                           \ncorporation.\n\n     WHEREAS, as a condition to Individual's willingness to enter into the\nMerger Agreement, Individual has requested that Desktop agree, and Desktop has\nso agreed, to grant to Individual an option to acquire shares of Desktop's\nCommon Stock upon the terms and subject to the conditions set forth herein.\n\n     NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and agreements set forth herein and in the Merger Agreement and for\nother good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, the parties hereto agree as follows:\n\n                                   AGREEMENT\n                                   ---------\n\n     1.  Grant of Option\n         ------------------\n\n     Desktop hereby grants to Individual an irrevocable option (the 'Option') to\n                                                                     ------     \nacquire up to 1,726,398 shares (the 'Option Shares') of the Common Stock, par\n                                     -------------                           \nvalue $.01 per share, of Desktop ('Desktop Shares') in the manner set forth\n                                   --------------                          \nbelow (i) by exchanging therefor shares of the Common Stock, par value $.01 per\nshare, of Individual ('Individual Shares') at a rate of two (2) Individual\n                       -----------------                                  \nShares for each Option Share (the 'Exercise Ratio') and\/or, at Individual's\n                                   --------------                          \nelection, (ii) by paying cash at a price determined in accordance with Section 4\nbelow.  Capitalized terms used in this Agreement but not defined herein shall\nhave the meanings ascribed thereto in the Merger Agreement.\n\n     2.  Exercise of Option\n         ------------------\n\n     The Option may only be exercised by Individual, in whole or in part, at any\ntime or from time to time, upon the occurrence of (i) the commencement of a\ntender or exchange offer for 25% or more of any class of Desktop's capital\nstock, or (ii) any of the events specified in Section 7.03 (c) of the Merger\nAgreement, other than events described in Section 7.01(g) thereof (any of the \n         --------------------------------------------------------\nevents specified in clauses (i) or (ii) of this sentence being referred to\nherein as an 'Exercise Event').  In the event Individual wishes to exercise the\n              --------------                                                   \nOption, Individual shall deliver to Desktop a written notice (an 'Exercise\n                                                                  --------\nNotice') specifying the total number of Option shares it wishes to acquire and\n------                                                                        \nthe form of consideration to be paid.  Each closing of a purchase of Option\n\n \n                                      -2-\n\nShares (a 'Closing') shall occur on a date and at a time designated by\n           -------\nIndividual in an Exercise Notice delivered at Individual five business\ndays prior to the date of such Closing, which Closing shall be held at the\noffices of counsel to Desktop. The Option shall terminate upon the earlier of\n(i) the Effective Time, (ii) 180 days following the termination of the Merger\nAgreement pursuant to Article VII thereof, if an Exercise Event shall have\noccurred on or prior to the date of such termination, and (iii) the date on\nwhich the Merger Agreement is terminated pursuant to Article VII thereof if an\nExercise Event shall not have occurred on or prior to such date; provided,\n                                                                 --------\nhowever, with respect to the preceding clause (ii) of this sentence, that if the\n-------\nOption cannot be exercised by reason of any applicable government order, then\nthe Option shall not terminate until the tenth business day after such\nimpediment to exercise shall have been removed or shall have become final and\nnot subject to appeal. Notwithstanding the foregoing, the Option may not be\nexercised if Individual is in breach in any material respect of any of its\ncovenants or agreements contained in the Merger Agreement.\n\n     3.  Conditions to Closing\n         ---------------------\n\n     The obligation of Desktop to issue Option Shares to Individual hereunder is\nsubject to the conditions that  (a) all consents, approvals, orders or\nauthorizations of, or registrations, declarations or filings with, any Federal,\nstate or local administrative agency or commission or other Federal state or\nlocal governmental authority or instrumentality, if any, required in connection\nwith the issuance of the Option Shares hereunder shall have been obtained or\nmade, as the case may be; and (b) no preliminary or permanent injunction or\nother order by any court of competent jurisdiction prohibiting or otherwise\nrestraining such issuance shall be in effect.\n\n     4.  Closing\n         -------\n\n     At any Closing, (a) Desktop shall deliver to Individual a single\ncertificate in definitive form representing the number of Desktop Shares\ndesignated by Individual in its Exercise Notice, such certificate to be\nregistered in the name of Individual and to bear the legend set forth in Section\n10 hereof, and (b) Individual shall pay to Desktop the aggregate purchase price\nfor the Desktop Shares so designated and being purchased by delivery of (i) a\nsingle certificate in definitive form representing the number of Individual\nShares being issued by Individual in consideration therefor (based on the\nExercise Ratio), such certificate to be registered in the name of Desktop and to\nbear the legend set forth in Section 10 hereof, and\/or, at Individual's\nelection, (ii) a certified checks, bank check or wire transfer, as the case may\nbe.  If Individual has elected to deliver cash in payment for any Desktop\nShares, the price to be paid by Individual in cash to Desktop at any Closing in\nrespect of such Desktop Shares shall be $10.34 per share (the 'Exercise Price').\n                                                               --------------   \n\n     5.  Representations and Warranties of Desktop\n         -----------------------------------------\n\n     Desktop represents and warrants to Individual that (a) Desktop is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware and has the corporate power and authority to enter into\nthis Agreement and to carry out its obligations hereunder; (b) the execution and\ndelivery of this Agreement by Desktop and consummation by Desktop of the\ntransactions contemplated hereby have been duly authorized by all necessary\n\n \n                                      -3-\n\ncorporate action on the part of Desktop and no other corporate proceedings on\nthe part of Desktop are necessary to authorize this Agreement or any of the\ntransactions contemplated hereby; (c) this Agreement has been duly executed and\ndelivered by Desktop and constitutes a legal, valid and binding obligation of\nDesktop and, assuming this Agreement constitutes a legal, valid and binding\nobligation of Individual, is enforceable against Desktop in accordance with its\nterms, except as enforceability may be limited by bankruptcy and other laws\naffecting the rights and remedies of creditors generally and general principles\nof equity; (d) Desktop has taken all necessary corporate and other action to\nauthorize and reserve for issuance and to permit it to issue upon exercise of\nthe Option, and at all times from the date hereof until the termination of the\nOption will have reserved for issuance, a sufficient number of unissued Desktop\nShares for Individual to exercise the Option in full and will take all necessary\ncorporate or other action to authorize and reserve for issuance all additional\nDesktop Shares necessary corporate or other action to authorize and reserve for\nissuance all additional Desktop Shares or other securities which may be issuable\npursuant to Section 9(a) upon exercise of the Option, all of which, upon their\nissuance and delivery in accordance with the terms of this Agreement, will be\nvalidly issued, fully paid and nonassessable; (e) upon delivery of the Desktop\nShares and any other securities to Individual upon exercise of the Option,\nIndividual will acquire such Desktop Shares or other securities free and clear\nof all material claims, liens, charges, encumbrances and security interests of\nany kind or nature whatsoever, excluding those imposed by Individual; (f) the\nexecution and delivery of this Agreement by Desktop do not, and the performance\nof this Agreement by Desktop will not, (i) violate the Certificate of\nIncorporation or By-Laws of Desktop, (ii) conflict with or violate any order\napplicable to Desktop or any of its subsidiaries or by which they or any of\ntheir property is bound or affected or (iii) result in any breach of or\nconstitute a default (or an event which with notice or lapse of time or both\nwould become a default) under, or give rise to any right of termination,\namendment, acceleration or cancellation of, or result in the creation of a lien\nor encumbrance on any of the property or assets of Desktop or any of its\nsubsidiaries pursuant, to any contract or agreement to which Desktop or any of\nits subsidiaries is a party or by which Desktop or any of its subsidiaries or\nany of their property is bound or affected, except, in the case of clauses (ii)\nand (iii) above, for violations, conflicts, breaches, defaults, rights of\ntermination, amendment, acceleration or cancellation, liens or encumbrances\nwhich would not, individually or in the aggregate, have a Material Adverse\nEffect on Desktop; (g) the execution and delivery of this Agreement by Desktop\ndoes not, and the performance of this Agreement by Desktop will not, require any\nconsent, approval, authorization or permit of, or filing with, or notification\nto, any Governmental Entity and (h) any Individual Shares acquired pursuant to\nthis Agreement will not be acquired by Desktop with a view to the public\ndistribution thereof and Desktop will not sell or otherwise dispose of such\nshares in violation of applicable law or this Agreement.\n\n     6.  Representations and Warranties of Individual\n         --------------------------------------------\n\n     Individual represents and warrants to Desktop that (a) Individual is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of the State of Delaware and has the corporate power and authority to enter\ninto this Agreement and to carry out its obligations hereunder; (b) the\nexecution and delivery of this Agreement by Individual and the consummation by\nIndividual of the transactions contemplated hereby have been duly authorized by\nall necessary corporate action on the part of Individual and no other corporate\nproceedings on the part of\n\n \n                                      -4-\n\nIndividual are necessary to authorize this Agreement or any of the transactions\ncontemplated hereby; (c) this Agreement has been duly executed and delivered by\nIndividual and constitutes a legal, valid and binding obligation of Individual\nand, assuming this Agreement constitutes a legal, valid and binding obligation\nof Desktop, is enforceable against Individual in accordance with its term,\nexcept as enforceability may be limited by bankruptcy and other laws affecting\nthe rights and remedies of creditors generally and general principles of equity;\n(d) Individual has taken (or will in a timely manner take) all necessary\ncorporate and other action to authorize and reserve for issuance and to permit\nit to issue upon exercise of the Option and will take all necessary corporate or\nother action to authorize and reserve for issuance all additional Individual\nShares or other securities which may be issuable pursuant to Section 9(b) upon\nexercise of the Option, all of which, upon their issuance and delivery in\naccordance with the terms of this Agreement, will be validly issued, fully paid\nand nonassessable; (e) upon delivery of Desktop Shares to Individual in\nconsideration of any acquisition of Individual Shares pursuant hereto,\nIndividual will acquire such Desktop Shares free and clear of all material\nclaims, liens, charges, encumbrances and security interests of any kind or\nnature whatsoever, excluding those imposed by Desktop; (f) the execution and\ndelivery of this Agreement by Individual do not, and the performance of this\nAgreement by Individual will not, (i) violate the Certificate of Incorporation\nor By-Laws of Individual, (ii) conflict with or violate any order applicable to\nIndividual or any of its subsidiaries or by which they or any of their property\nis bound or affected or (iii) result in any breach of or constitute a default\n(or an event which with notice or lapse of time or both would become a default)\nunder, or give rise to any right of termination, amendment, acceleration or\ncancellation of, or result in the creation of a lien or encumbrance on any of\nthe property or assets of Individual or any of its subsidiaries pursuant to, any\ncontract or agreement to which Individual or any of its subsidiaries is a party\nor by which Individual or any of its subsidiaries or any of their property is\nbound or affected, except, in the case of clauses (ii) and (iii) above, for\nviolations, conflicts, breaches, defaults, rights of termination, amendment,\nacceleration or cancellation, liens or encumbrances which would not,\nindividually or in the aggregate, have a Material Adverse Effect on Individual;\n(g) the execution and delivery of this Agreement by Individual does not, and the\nperformance of this Agreement by Individual will not, require any consent,\napproval, authorization or permit of, or filing with or notification to, any\nGovernmental Entity; and (h) any Desktop Shares acquired upon exercise of the\nOption will not be acquired by Individual with a view to the public distribution\nthereof and Individual will not sell or otherwise dispose of such shares in\nviolation of applicable law or this Agreement.\n\n     7.  [Intentionally Omitted.]\n\n     8.  Registration Rights\n         -------------------\n\n     (a) Following the termination of the Merger Agreement, each party hereto (a\n'Holder') may by written notice (a 'Registration Notice') to the other party\n ------                             -------------------                     \n(the 'Registrant') request the Registrant to register under the Securities Act\n      ----------                                                              \nall or any part of the shares acquired by such Holder pursuant to this Agreement\n(the 'Registrable Securities') in order to permit the sale or other disposition\n      ----------------------                                                   \nof such shares pursuant to a bona fide firm commitment underwritten public\noffering in which the Holder and the underwriters shall effect as wide a\ndistribution of such Registrable Securities as is reasonably practicable and\nshall use reasonable efforts to prevent any person or group from purchasing\nthrough such offering shares representing more than 1% of the\n\n \n                                      -5-\n\noutstanding shares of Common Stock of the Registrant on a fully diluted basis;\nprovided, however, that any such Registration Notice must relate to a\n-----------------\nnumber of shares equal to at least 2% of the outstanding shares of Common\nStock of the Registrant on a fully diluted basis and that any rights to require\nregistration hereunder shall terminate with respect to any shares that may be\nsold pursuant to Rule 144(k) under the Securities Act.\n\n     (b) The Registrant shall use all reasonable efforts to effect, as promptly\nas practicable, the registration under the Securities Act of the Registrable\nSecurities; provided, however, that (i) neither party shall be entitled to more\n            --------  -------                                                  \nthan an aggregate of two effective registration statements hereunder and (ii)\nthe Registrant will not be required to file any such registration statement\nduring any period of time (not to exceed 40 days after a Registration Notice in\nthe case of clause (A) below or 90 days after a Registration Notice in the case\nof clauses (B) and (C) below) when (A) the Registrant is in possession of\nmaterial non-public information which it reasonably believes would be\ndetrimental to be disclosed at such time and, in the written opinion of counsel\nto such Registrant, such information would have to be disclosed if a\nregistration statement were filed at that time; (B) such Registrant is required\nunder the Securities Act to include audited financial statements for any period\nin such registration statement and such financial statements are not yet\navailable for inclusion in such registration statement; or (C) such Registrant\ndetermines, in its reasonable judgment, that such registration would interfere\nwith any financing, acquisition or other material transaction involving the\nRegistrant.  If consummation of the sale of any Registrable Securities pursuant\nto a registration hereunder does not occur within 180 days after the filing with\nthe SEC of the initial registration statement therefor, the provisions of this\nSection 8 shall again be applicable to any proposed registration, it being\nunderstood that neither party shall be entitled to more than an aggregate of two\neffective registration statements hereunder.  The Registrant shall use all\nreasonable efforts to cause any Registrable Securities registered pursuant to\nthis Section 8 to be qualified for sale under the securities or blue sky laws of\nsuch jurisdictions as the Holder may reasonably request and shall continue such\nregistration or qualification in effect in such jurisdictions; provided,\n                                                               -------- \nhowever, that the Registrant shall not be required to qualify to do business in,\n-------                                                                         \nor consent to general service of process in, any jurisdiction by reason of this\nprovision.\n\n     (c) The registration rights set forth in this Section 8 are subject to the\ncondition that the Holder shall provide the Registrant with such information\nwith respect to such Holder's Registrable Securities, the plan for distribution\nthereof, and such other information with respect to such Holder as, in the\nreasonable judgment of counsel for the Registrant, is necessary to enable the\nRegistrant to include in a registration statement all material facts required to\nbe disclosed with respect to a registration thereunder.\n\n     (d) A registration effected under this Section 8 shall be effected at the\nRegistrant's expense, except for underwriting discounts and commissions and the\nfees and expenses of counsel to the Holder, and the Registrant shall provide to\nthe underwriters such documentation (including certificates, opinions of counsel\nand 'comfort' letters for auditors) as are customary in connection with\nunderwritten public offerings and as such underwriters may reasonably require.\nIn connection with any registration, the parties agree (i) to indemnify each\nother and the underwriters in the customary manner and (ii) to enter into an\nunderwriting\n\n \n                                      -6-\n\nagreement in form and substance customary for transactions of this type with the\nunderwriters participating in such offering.\n\n     9.  Adjustment Upon Changes in Capitalization\n         -----------------------------------------\n\n     (a) In the event of any change in the Desktop Shares by reason of stock\ndividends, split-ups, mergers (other than the Merger), recapitalizations,\ncombinations, exchanges of shares and the like, the type and number of shares or\nsecurities subject to the Option, the Exercise Ratio and the Exercise Price\nshall be adjusted appropriately, and proper provision shall be made in the\nagreements governing such transaction so that Individual shall receive, upon\nexercise of the Option, the number and class of shares or other securities or\nproperty that Individual would have received in respect of the Desktop Shares if\nthe Option had been exercised immediately prior to such event or the record date\ntherefor, as applicable.\n\n     (b) In the event of any change in the Individual Shares by reason of stock\ndividends, split-ups, mergers (other than the Merger), recapitalizations,\ncombinations, exchanges of shares and the like, the type and number of shares or\nsecurities which Individual can deliver to Desktop pursuant to Section 4 hereof\nif full payment for an Desktop Shares to be purchased and the Exchange Ratio\nshall be adjusted appropriately.\n\n     10.  Restrictive Legends\n          -------------------\n\n     Each certificate representing Option Shares issued to Individual hereunder,\nand each certificate representing Individual Shares delivered to Desktop at a\nClosing, shall include a legend in substantially the following form:\n\n     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD\n     ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS\n     AVAILABLE.  SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON\n     TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF NOVEMBER 2,\n     1997, A COPY OF WHICH MAY BE OBTAINED FROM INDIVIDUAL, INC.\n\n     11.  Listing\n          -------\n\n     Desktop, upon the request of Individual, shall promptly file an application\nto list the Desktop Shares to be acquired upon exercise of the Option for\nquotation on the Nasdaq National Market and shall use its best efforts to obtain\napproval of such listing as soon as practicable.  Individual, upon the request\nof Desktop, shall promptly file an application to list the Individual Shares\nissued and delivered to Desktop pursuant to Section 4 for quotation on the\nNasdaq National Market and shall use its best efforts to obtain approval of such\nlisting as soon as practicable.\n\n \n                                      -7-\n\n\n     12.  Binding Effect\n          --------------\n\n     This Agreement shall be binding upon and inure to the benefit of the\nparties hereto and their respective successors and permitted assigns. Nothing\ncontained in this Agreement, express or implied, is intended to confer upon any\nperson other than the parties hereto and their respective successors and\npermitted assigns any rights or remedies of any nature whatsoever by reason of\nthis Agreement. Any shares sold by a party in compliance with the provisions of\nSection 8 shall, upon consummation of such sale, be free of the restrictions\nimposed with respect to such shares by this Agreement and any transferee of such\nshares shall not be entitled to the rights of such party. Certificates\nrepresenting shares sold in a registered public offering pursuant to Section 8\nshall not be required to bear the legend set forth in Section 10.\n\n     13.  Specific Performance\n          --------------------\n\n     The parties recognize and agree that if for any reason any of the\nprovisions of this Agreement are not performed in accordance with their specific\nterms or are otherwise breached, immediate and irreparable harm or injury would\nbe caused for which money damages would not be an adequate remedy.  Accordingly,\neach party agrees that in addition to other remedies the other party shall be\nentitled to an injunction restraining any violation or threatened violation of\nthe provisions of this Agreement.  In the event that any action shall be brought\nin equity to enforce the provisions of the Agreement, neither party will allege,\nand each party hereby waives the defense, that there is an adequate remedy at\nlaw.\n\n     14.  Entire Agreement\n          ----------------\n\n     This Agreement and the Merger Agreement (including the appendices thereto)\nconstitute the entire agreement between the parties with respect to the subject\nmatter hereof and supersede all other prior agreements and understandings, both\nwritten and oral, between the parties with respect to the subject matter hereof.\n\n     15.  Further Assurances\n          ------------------\n\n     Each party will execute and deliver all such further documents and\ninstruments and take all such further action as may be necessary in order to\nconstitute the transactions contemplated hereby.\n\n     16.  Validity\n          --------\n\n     The invalidity or unenforceability of any provision of this Agreement shall\nnot affect the validity or enforceability of the other provisions of this\nAgreement, which shall remain in full force and effect.  In the event any\nGovernmental Entity of competent jurisdiction holds any provision of this\nAgreement to be null, void or unenforceable, the parties hereto shall negotiate\nin good faith and shall execute and deliver an amendment to this Agreement in\norder, as nearly as possible, to effectuate, to the extent permitted by law, the\nintent of the parties hereto with respect to such provision.\n\n \n                                      -8-\n\n\n     17.  Notices\n          -------\n\n     All notices and other communications hereunder shall be in writing and\nshall be deemed given if delivered personally or by commercial delivery service,\nor sent via telecopy (receipt confirmed) to the parties at the following\naddresses or telecopy numbers (or at such other address or telecopy numbers for\na party as shall be specified by like notice):\n\n     (1)  if to Desktop, to:\n\n          Desktop Data, Inc.\n          80 Blanchard Road\n          Burlington, MA  01803\n          Attention:  President\n          Telephone No.: (617) 229-3000\n          Telecopy No.: (617) 229-3030\n \n          with a copy to:\n \n          Testa, Hurwitz &amp; Thibeault, LLP\n          High Street Tower, 125 High Street\n          Boston, MA  02110\n          Attention:  Lawrence S. Wittenberg, Esq.\n          Telephone No.: (617) 248-7000\n          Telecopy No.: (617) 248-7100\n \n     (2)  If to Individual, to:\n \n          Individual, Inc.\n          8 New England Executive Park-West\n          Burlington, MA  01803\n          Attention:  President\n          Telephone No.: (781) 273-6000\n          Telecopy No.: (781) 273-6060\n \n          with a copy to:\n \n          Mintz, Levin, Cohn, Ferris, Glovsky &amp; Popeo, P.C.\n          One Financial Center\n          Boston, MA  02111\n          Attention:  Jonathan L. Kravetz, Esq.\n          Telephone No.: (617) 542-6000\n          Telecopy No.: (617) 542-2241\n \n\n \n                                      -9-\n\n     18.  Governing Law\n          -------------\n\n     This Agreement shall be governed by and construed in accordance with\nthe laws of the State of Delaware applicable to agreements made and to be\nperformed entirely within such State.\n\n     19.  Counterparts\n          ------------\n\n     This Agreement may be executed in two counterparts, each of which\nshall be deemed to be an original, but both of which, taken together, shall\nconstitute one and the same instrument.\n\n     20.  Expenses\n          --------\n\n     Except as otherwise expressly provided herein or in the Merger\nAgreement, all costs and expenses incurred in connection with the transactions\ncontemplated by this Agreement shall be paid by the party incurring such\nexpenses.\n\n     21.  Amendments; Waiver\n          ------------------\n\n     This Agreement may be amended by the parties hereto and the terms and\nconditions hereof may be waived only by an instrument in writing signed on\nbehalf of each of the parties hereto, or, in the case of a waiver, by an\ninstrument signed on behalf of the party waiving compliance.\n\n     22.  Assignment\n          ----------\n\n     Neither of the parties hereto may sell, transfer, assign or otherwise\ndispose of any of its rights or obligations under this Agreement or the Option\ncreated hereunder to any other person, without the express written consent of\nthe other party.\n\n\n\n                    [Remainder of Page Intentionally Blank]\n\n \n                                      -10-\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their respective duly authorized officers as of the date first\nabove written.\n\n                        INDIVIDUAL, INC.\n\n\n                        BY: \/s\/ Michael E. Kolowich\n                           ---------------------------\n                           NAME: Michael E. Kolowich\n                           TITLE: President and Chief Executive Officer\n\n\n                        DESKTOP DATA, INC.\n\n\n                        BY: \/s\/ Donald L. McLagan\n                           ---------------------------\n                           NAME: Donald L. McLagan\n                           TITLE: President and Chief Executive Officer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43632","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43632","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=43632"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43632"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43632"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43632"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}