AMENDED AND RESTATED BERKSHIRE HATHAWAY INC. SUBSCRIPTION AGREEMENT Teton Acquisition Corp. c/o MidAmerican Energy Holdings Company 302 South 36th Street Suite 400 Omaha, Nebraska 68131 Attn: David L. Sokol Ladies and Gentlemen: The undersigned is...Sokol David L • October 26th, 1999 • Electric, gas & sanitary services • New York
by and amongAgreement and Plan of Merger • October 26th, 1999 • Sokol David L • Electric, gas & sanitary services • Iowa
OFOperating Agreement • October 25th, 1999 • Sokol David L • Electric, gas & sanitary services • Iowa
AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC.Agreement and Plan of Merger • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 31, 2022, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned Subsidiary (as defined herein) of Parent (“Merger Sub”).
AMENDED AND RESTATED WALTER SCOTT, JR. SUBSCRIPTION AGREEMENT Teton Acquisition Corp. c/o MidAmerican Energy Holdings Company 302 South 36th Street Suite 400 Omaha, Nebraska 68131 Attn: David L. Sokol Ladies and Gentlemen: The undersigned is executing...Sokol David L • October 26th, 1999 • Electric, gas & sanitary services • New York
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight • Delaware
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and David L. Sokol (“Shareholder”).
Re: ONE Equity Commitment Letter Ladies and Gentlemen:Letter Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight • Washington
This letter agreement (this “letter agreement”) sets forth the commitment of Ocean Network Express Pte. Ltd., a corporation organized under the laws of Singapore (“ONE”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-o
Re: DS Equity Commitment LetterSokol David L • August 5th, 2022 • Deep sea foreign transportation of freight
Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on Schedule 2 of the Agreement (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), Ocean Network Express, Pte. Ltd. (“ONE”) and David L. Sokol (“DS”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
JOINT BIDDING AGREEMENTJoint Bidding Agreement • August 5th, 2022 • Sokol David L • Deep sea foreign transportation of freight • Delaware
Re: DS Equity Commitment LetterLetter Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight
This letter agreement (this “letter agreement”) sets forth the commitment of David L. Sokol, an individual (“DS”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-owned (other than with respect to the Designated Company
Re: Washington Family Holdings Equity Commitment LetterSokol David L • August 5th, 2022 • Deep sea foreign transportation of freight
Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on Schedule 2 of the Agreement (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), Ocean Network Express, Pte. Ltd. (“ONE”) and David L. Sokol (“DS”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
Re: Washington Family Holdings Equity Commitment LetterLetter Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight
This letter agreement (this “letter agreement”) sets forth the commitment of Deep Water Holdings, LLC, a Montana limited liability company (“DWH”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent” or “Bidco”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Parent, and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which (i) Merger Sub will be merged with and into the Company, (ii) the separate corporate existence of Merger Sub will thereupon cease and (iii) the Company will continue as the surviving corporation and a wholly-owned (other than with r
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • October 25th, 2016 • Sokol David L • National commercial banks
This VOTING AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2016, by and among ACCESS NATIONAL CORPORATION, a Virginia corporation (“Access”), MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (“Middleburg”), the David L. Sokol Revocable Trust (the “Trust”), and the undersigned individual shareholder of Middleburg (collectively with the Trust, the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Reorganization, dated as of the date hereof, including the related Plan of Merger (the “Merger Agreement”), between Access and Middleburg.
Re: ONE Equity Commitment LetterSokol David L • August 5th, 2022 • Deep sea foreign transportation of freight
Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on Schedule 2 of the Agreement (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 2014 Trust (collectively, “Washington Family Holdings”), Ocean Network Express Pte. Ltd. (“ONE”) and David L. Sokol (“DS”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2022 • Sokol David L • Deep sea foreign transportation of freight
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Atlas Corp.
