0000950123-09-044884 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT

Form of Indemnification Agreement • September 22nd, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware

• Contract Type
  Form of Indemnification Agreement
• Filed
  September 22nd, 2009
• Company
  Railamerica Inc /De
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Delaware

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG RAILAMERICA, INC. AND RR ACQUISITION HOLDING LLC Dated as of , 2009

Stockholders Agreement • September 22nd, 2009 • Railamerica Inc /De • Railroads, line-haul operating • Delaware

• Contract Type
  Stockholders Agreement
• Filed
  September 22nd, 2009
• Company
  Railamerica Inc /De
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2009, by and between RR Acquisition Holding LLC (the “Initial Stockholder”) and RailAmerica, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.