EXHIBIT A
FORM OF NOTICE OF EXERCISE OF OPTION
- -------------------------------
DATE
Individual Investor Group, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
Attention: Stock Option Committee of
the Board of Directors
Re: Purchase of Option Shares
Gentlemen:
In accordance with my Stock Option Agreement dated as of
("Agreement") with Individual Investor
Group, Inc. (the "Company"), I hereby irrevocably elect to exercise the
right to purchase _________ shares of the Company's common stock, par value
$.01 per share ("Common Stock"), which are being purchased for investment and
not for resale.
As payment for my shares, enclosed is (check and complete
applicable box[es]):
[ ] a [personal check] [certified check] [bank check] payable to
the order of "Individual Investor Group, Inc." in the sum
of $_________;
[ ] confirmation of wire transfer in the amount
of $_____________; and/or
[ ] certificate for ____ shares of the Company's Common Stock,
free and clear of any encumbrances, duly endorsed, having a
Fair Market Value (as such term is defined in the Agreement of
$---------.
I hereby represent, warrant to, and agree with, the Company
that
a) I am acquiring the Option and shall
acquire the Option Shares for my own
account and not with a view towards the distribution thereof;
b) I have received a copy of all reports and
documents required to be filed by the Company with the
Commission pursuant to the Exchange Act within the last 24
months and all reports issued by the Company to its
stockholders;
c) I understand that I must bear the economic risk of
the investment in the Option Shares, which cannot be sold by
me unless they are registered under the Securities Act of
1933 (the "1933 Act")or an exemption therefrom is available
thereunder and that the company is under no obligation to
register the Option Shares for sale under the 1933 Act;
d) in my position with the Company, I have had both
the opportunity to ask questions and receive answers from the officers
and directors of the Company and all persons acting on its behalf
concerning the terms and conditions of the offer made hereunder and to
obtain any additional information to the extent the Company possesses
or may possess such information or can acquire it without unreasonable
effort or expense necessary to verify the accuracy of the information
obtained pursuant to clause (ii) above;
e) I am aware that the Company shall place stop
transfer orders with its transfer agent against the transfer of the
Option Shares in the absence of registration under the 1933 Act or an
exemption therefrom as provided herein;
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f) my rights with respect to the Option Shares
shall, in all respects, be subject to the terms and conditions of this
Company's 1993 Stock Option Plan and this Agreement; and
g) the certificates evidencing the Option Shares
shall bear the following legends:
"The shares represented by this certificate have been
acquired for investment and have not been registered
under the Securities Act of 1933. The shares may not
be sold or transferred in the absence of such
registration or an exemption therefrom under said
Act."
Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
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(Signature) (Address)
- --------------------------------------- -----------------------------------
(Print Name)
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