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

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

• Contract Type
  Agreement and Plan of Merger
• 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”).