AGREEMENT AND PLAN OF MERGER By and Among Huhtamaki Oy, Seal Acquisition Corporation and Sealright Co., Inc. March 2, 1998Agreement and Plan of Merger • March 17th, 1998 • Sealright Company Inc • Paperboard containers & boxes • Delaware
The William D. Thomas Trust dated July 9, 1996 300,000(1) 4,455,115 ___________________ (1) These shares are pledged to NationsBank to secure certain loans pursuant to a Pledge Agreement.Proxy and Stock Option Agreement • March 17th, 1998 • Sealright Company Inc • Paperboard containers & boxes • Delaware
IRREVOCABLE PROXY AND STOCK OPTION AGREEMENT (this "Agreement"), dated as of March 2, 1998, among Huhtamaki Oy, a corporation organized under the laws of Finland ("Parent"), Seal Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the "Purchaser") and the other parties signatory hereto (individually and collectively, the "Stockholder"). W I T N E S S E T H: WHEREAS, Purchaser, Parent and Sealright Co. Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger (as such agreement may be amended from time to time, the "Merger Agreement"; capitalized terms used and not defined herein have the respective meanings assigned to them in the Merger Agreement) pursuant to which Purchaser will be merged with and into the Company (the "Merger"); WHEREAS, the Stockholder owns, of record and beneficially, 4,455,115 shares of common stock of the Company (together with all other shares of common stock of the Company acquired or oth
