AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC.Merger Agreement • November 2nd, 2022 • Washington Dennis R • 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”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • November 2nd, 2022 • Washington Dennis R • 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 • Washington Dennis R • 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 LetterEquity Commitment Letter • November 2nd, 2022 • Washington Dennis R • 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 LetterEquity Commitment Letter • August 5th, 2022 • Washington Dennis R • 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 • Washington Dennis R • Deep sea foreign transportation of freight • Delaware
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Re: DS Equity Commitment LetterEquity Commitment Letter • November 2nd, 2022 • Washington Dennis R • 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 LetterEquity Commitment Letter • August 5th, 2022 • Washington Dennis R • 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.
October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: dsokol@poseidonacq.com Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen:Equity Commitment Letter • November 2nd, 2022 • Washington Dennis R • 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
SHAREHOLDERS AGREEMENTShareholders Agreement • May 19th, 2016 • Washington Dennis R • Deep sea foreign transportation of freight • New York
This Shareholders Agreement (this “Agreement”), dated as of May 17, 2016, is entered into by and between Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust, The Kevin Lee Washington 2014 Trust, Kyle R. Washington (collectively “Washington” or “Washington Parties” and individually, a “Washington Party”), Tiger Container Shipping Company Limited, Graham Porter, Gerry Wang Family Enterprises Limited, and Gerry Wang (collectively “Tiger” or “Tiger Parties” and individually, a “Tiger Party”). All parties to this agreement are referred to individually as a “Shareholder” and collectively as the “Shareholders;” those Shareholders that are a part of the Washington Parties or the Tiger Parties, as the case may be, may be referred to as a “Shareholder Group.”
Re: ONE Equity Commitment LetterEquity Commitment Letter • August 5th, 2022 • Washington Dennis R • 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.
OPTION EXERCISE AND TRANSACTION SUPPORT AGREEMENTOption Exercise and Transaction Support Agreement • November 14th, 2007 • Washington Dennis R • Services-engineering services • Delaware
This Option Exercise and Transaction Support Agreement (this “Agreement”) is made and entered into as of November 4, 2007, by and among URS Corporation, a Delaware corporation (“Parent”), Washington Group International, Inc., a Delaware corporation (the “Company”), and the undersigned holder of options to purchase shares of common stock of the Company (the “Holder”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2016 • Washington Dennis R • Deep sea foreign transportation of freight
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed on behalf of each of us.
JOINT FILING AGREEMENTJoint Filing Agreement • January 13th, 2015 • Washington Dennis R • Deep sea foreign transportation of freight
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed on behalf of each of us.
JOINT FILING AGREEMENTJoint Filing Agreement • August 24th, 2021 • Washington Dennis R • Deep sea foreign transportation of freight
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed on behalf of each of us.
