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 • 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”).
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:Equity Commitment Letter • 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 LetterEquity Commitment Letter • 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 LetterEquity Commitment Letter • 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
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.
