AGREEMENT AND PLAN OF MERGER By and Among GasLog Ltd., GEPIF III Crown Bidco L.P. and GEPIF III Crown MergerCo Limited Dated as of February 21, 2021Merger Agreement • March 3rd, 2021 • GasLog Ltd. • Water transportation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 21, 2021, among GasLog Ltd., a Bermuda exempted company (the “Company”), GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (“Parent”), and GEPIF III Crown MergerCo Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
ROLLOVER AGREEMENTRollover Agreement • March 3rd, 2021 • GasLog Ltd. • Water transportation • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of [●], 2021, among GasLog Ltd., a Bermuda exempted company (the “Company”), GEPIF III Crown Bidco L.P., a Cayman Islands exempted limited partnership (the “New Investor”), and each of those existing shareholders of the Company that are listed on Schedule I (the “Existing Shareholders” and, together with the New Investor and any other shareholders of the Company who become party to this Agreement from time to time pursuant to and in accordance with the terms hereof, the “Shareholders” and each, individually, a “Shareholder”).
