FORM OF CONTINGENT VALUE RIGHTS AGREEMENT dated as of by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION, GINGKO ACQUISITION CORP., THE RIGHTS AGENTS NAMED HEREIN AND INFORMATION RESOURCES, INC. LITIGATION CONTINGENT PAYMENT RIGHTS TRUSTContingent Value Rights Agreement • October 20th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of ______, 2003 (this "Agreement"), is entered into by and among Information Resources, Inc. a Delaware corporation (the "Company"), Gingko Corporation, a Delaware corporation, ("Parent") and Gingko Acquisition Corp., a Delaware corporation ("Merger Sub"), and ___________, _____________, ____________, _____________ (individually, a "Rights Agent" and collectively, the "Rights Agents"), and Information Resources, Inc. Litigation Contingent Payment Rights Trust, a Delaware statutory trust (the "CVR Trust").
FORM OF STOCKHOLDER TENDER AND VOTING AGREEMENT among [NAME OF STOCKHOLDER], GINGKO ACQUISITION CORP. and GINGKO CORPORATION Dated as of October __, 2003Voting Agreement • October 20th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • New York
STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of October __, 2003 (as the same may be amended from time to time, this “Agreement”) among Gingko Corporation, a Delaware corporation (“Parent”), Gingko Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and [Name of Stockholder] (the “Stockholder”), a beneficial owner of Company Common Stock of Information Resources, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 dated as of October 19, 2003 to AGREEMENT AND PLAN OF MERGER dated as of September 7, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION and GINGKO ACQUISITION CORP.Merger Agreement • October 20th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
This AMENDMENT NO. 1 (together with the attachments hereto, this “Amendment”) dated as of October 19, 2003 to the Agreement and Plan of Merger dated as of September 7, 2003 (the “Merger Agreement”) by and among Gingko Corporation, a Delaware corporation (“Parent”), Gingko Acquisition Corp., a Delaware corporation and wholly owned Subsidiary (as hereinafter defined) of Parent (“Merger Sub”), and Information Resources, Inc., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings given to those terms in the Merger Agreement.
