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").
The Agreements specified below. Gingko Corporation c/o Symphony II-A Technology Group 4015 Miranda Avenue, 2nd Floor Palo, Alto CA 94304 Information Resources, Inc. 150 North Clinton Street Chicago, Illinois 60661 Ladies and Gentlemen: In connection with:Information Resources Inc • July 14th, 2003 • Services-engineering, accounting, research, management • Delaware
QuickLinks -- Click here to rapidly navigate through this documentInformation 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:
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 14th, 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 RIVER, Inc. a Delaware corporation ("River") Parent Corporation, a corporation, ("Parent") and River Acquisition Corp., a Delaware corporation ("Merger Sub"), and , , , and (individually, a "Rights Agent" and collectively, the "Rights Agents").
