ACKNOWLEDGEMENT AND AGREEMENT February 7, 2013Acknowledgement and Agreement • March 1st, 2013 • Genesee & Wyoming Inc • Railroads, line-haul operating
This ACKNOWLEDGEMENT AND AGREEMENT (the “Agreement”), is dated as of February 7, 2013, by and between Genesee & Wyoming Inc., a Delaware corporation (the “Company”), and each of the other persons set forth on the signature pages hereto (collectively, the “Purchasers”). Reference is made to that certain (i) Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 1, 2012, by and among the Company and the Purchasers and (ii) Certificate of Designations for the Mandatorily Convertible Perpetual Preferred Stock, Series A-1 of Genesee & Wyoming Inc., dated September 28, 2012 (the “COD”). Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Registration Rights Agreement or COD, as applicable.
