AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated June , 2006 (the “Agreement”), by and among HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), HyperFeed Acquisition Holdings, Inc., a Delaware corporation and wholly-owned direct subsidiary of HyperFeed (“Merger Sub”), and Exegy Incorporated, a Delaware corporation (“Exegy”).
EXHIBIT B CONDITIONAL PURCHASE AGREEMENTConditional Purchase Agreement • June 26th, 2006 • Hyperfeed Technologies Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS CONDITIONAL PURCHASE AGREEMENT (the “Agreement”), dated as of , 2006, is entered into by and among HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), and those individuals identified as Exegy Stockholders on the signature page hereto (each an “Exegy Stockholder” and, collectively, the “Exegy Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in that certain Agreement and Plan of Merger, entered into by and among Exegy Incorporated, a Delaware corporation (“Exegy”), HyperFeed, and HyperFeed Acquisition Holdings, Inc. a Delaware Corporation (“Merger Sub”), dated as of June 19, 2006 (the “Merger Agreement”).
