Exhibit (d)(A) AGREEMENT AND PLAN OF MERGERMerger Agreement • May 16th, 2005 • FFG Merger Corporation, Inc • Industrial organic chemicals • 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 AGREEMENTStockholder Support Agreement • May 16th, 2005 • FFG Merger Corporation, Inc • Industrial organic chemicals • 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”).
