0000950130-02-007466 Sample Contracts

AGREEMENT AND PLAN OF MERGER AMONG OPTA FOOD INGREDIENTS, INC., STAKE TECHNOLOGY LTD. AND STAKE ACQUISITION CORP. Dated as of October 25, 2002

Merger Agreement • November 4th, 2002 • Opta Food Ingredients Inc /De • Miscellaneous food preparations & kindred products • Delaware

• Contract Type
  Merger Agreement
• Filed
  November 4th, 2002
• Company
  Opta Food Ingredients Inc /De
• Industry
  Miscellaneous food preparations & kindred products
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 25th day of October, 2002, by and among Stake Technology Ltd., a Canada corporation (“ACQUIROR”), Stake Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”), and Opta Food Ingredients, Inc., a Delaware corporation (“OPTA”).

STOCKHOLDERS’ AGREEMENT

Stockholders' Agreement • November 4th, 2002 • Opta Food Ingredients Inc /De • Miscellaneous food preparations & kindred products • Delaware

• Contract Type
  Stockholders' Agreement
• Filed
  November 4th, 2002
• Company
  Opta Food Ingredients Inc /De
• Industry
  Miscellaneous food preparations & kindred products
• Jurisdiction
  Delaware

STOCKHOLDERS’ AGREEMENT, dated as of October 25, 2002 (the “Agreement”), between Stake Technology Ltd. (“ACQUIROR”), a Canada corporation, Stake Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of ACQUIROR (“Acquisition Subsidiary”), and the Stockholders of OPTA (as defined below) whose names appear on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”).