0001193125-12-309860 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESEE & WYOMING INC. JAGUAR ACQUISITION SUB INC. AND RAILAMERICA, INC. DATED AS OF JULY 23, 2012

Merger Agreement • July 23rd, 2012 • Railamerica Inc /De • Railroads, line-haul operating • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 23rd, 2012
• Company
  Railamerica Inc /De
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of July 23, 2012, is by and among Genesee & Wyoming Inc., a Delaware corporation (“Parent”), Jaguar Acquisition Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), and RailAmerica, Inc., a Delaware corporation (the “Company”).

Contract

Voting Agreement • July 23rd, 2012 • Railamerica Inc /De • Railroads, line-haul operating • Delaware

• Contract Type
  Voting Agreement
• Filed
  July 23rd, 2012
• Company
  Railamerica Inc /De
• Industry
  Railroads, line-haul operating
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated as of July 23, 2012, between Genesee & Wyoming Inc., a Delaware corporation (“Parent”), and RR Acquisition Holding LLC (the “Stockholder”) (the “Agreement”).