FFG Merger Corporation, Inc Sample Contracts

Exhibit (d)(A) AGREEMENT AND PLAN OF MERGER

Merger Agreement • May 16th, 2005 • FFG Merger Corporation, Inc • Industrial organic chemicals • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 16th, 2005
• Company
  FFG Merger Corporation, Inc
• Industry
  Industrial organic chemicals
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2005 (this “Agreement”), among FFG Industries, Inc., a Delaware corporation (“Parent”), FFG Merger Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Technology Flavors & Fragrances, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

Exhibit (d)(B) STOCKHOLDER SUPPORT AGREEMENT

Stockholder Support Agreement • May 16th, 2005 • FFG Merger Corporation, Inc • Industrial organic chemicals • Delaware

• Contract Type
  Stockholder Support Agreement
• Filed
  May 16th, 2005
• Company
  FFG Merger Corporation, Inc
• Industry
  Industrial organic chemicals
• Jurisdiction
  Delaware

STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 1, 2005, by and among FFG Industries, Inc., a Delaware corporation (“Parent”), FFG Merger Corporation, a Delaware corporation (“Purchaser”), and Philip Rosner, A. Gary Frumberg, Joseph A. Gemmo, Ronald J. Dintemann, Harvey Farber, Sean Deson, Werner F. Hiller, Irwin D. Simon, Joseph Piazza, Virginia Bonofiglio and Leo Salas (each a “Stockholder” and together, the “Stockholders”).