Information Resources Inc Sample Contracts

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Exhibit 99.2 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 30th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
SECTION 1 DEFINED TERMS
Revolving Credit Agreement • March 27th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT DATED AS OF JULY 12, 2002
Revolving Credit Agreement • August 14th, 2002 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
WITNESSETH:
Trust Agreement • February 25th, 2000 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
AMONG
Credit Agreement • November 13th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
TRUST AGREEMENT BETWEEN
Trust Agreement • March 27th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management • Massachusetts
R E C I T A L S
Consulting Agreement • March 29th, 1999 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
among
Information Resources Inc • November 14th, 1995 • Services-computer programming, data processing, etc. • Illinois
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WITNESSETH:
Trust Agreement • March 27th, 1997 • Information Resources Inc • Services-engineering, accounting, research, management
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 TRUST
Contingent 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").

AGREEMENT AND PLAN OF MERGER dated as of September 7, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION and GINGKO ACQUISITION CORP.
Document Agreement and Plan of Merger • September 10th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

RECITALS:
Contingent Value Rights Agreement • June 30th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware
AGREEMENT AND PLAN OF MERGER dated as of June 29, 2003 by and among INFORMATION RESOURCES, INC., GINGKO CORPORATION and GINGKO ACQUISITION CORP.
Agreement and Plan of Merger • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

RECITALS
Consent and Release • November 13th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois
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Information Resources Inc • July 14th, 2003 • Services-engineering, accounting, research, management • Illinois

Information Resources, Inc. (the "Company") understands that you have requested information for the purposes of evaluating a possible transaction between the Company or its stockholders and you (a "Transaction"). It is understood and agreed that this agreement does not obligate the Company to enter into any Transaction or any agreement relating to a Transaction. To induce the Company to furnish information to you, you hereby agree as follows:

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
The Rights Agreement • July 2nd, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Delaware

This Amendment No. 1 (this "Amendment") is entered into as of June 29, 2003, between INFORMATION RESOURCES, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"), to the Rights Agreement between the Company and Harris Trust and Savings Bank, amended and restated on October 27, 1997 (the "Rights Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

AMENDMENT TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management

THIS AMENDMENT TWO TO EMPLOYMENT AGREEMENT ("Amendment") is formally entered into as of the 29th day of June, 2003 by and between Information Resources, Inc., a Delaware corporation (the "Company"), and Joseph P. Durrett ("Executive"), but shall be deemed to have been effective as of May 19, 2000.

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • July 14th, 2003 • Information Resources Inc • Services-engineering, accounting, research, management • Illinois

THIS SEVERANCE PROTECTION AGREEMENT, dated as of [ ] (this "Agreement"), is entered into by and between Information Resources, Inc., a Delaware corporation (the "Company"), and [ ] (the "Executive").

FORM OF STOCKHOLDER TENDER AND VOTING AGREEMENT among [NAME OF STOCKHOLDER], GINGKO ACQUISITION CORP. and GINGKO CORPORATION Dated as of October __, 2003
Voting 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”).

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