AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESEE & WYOMING INC. JAGUAR ACQUISITION SUB INC. AND RAILAMERICA, INC. DATED AS OF JULY 23, 2012Merger Agreement • July 23rd, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • 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”).
ContractVoting Agreement • July 23rd, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • 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”).
INVESTMENT AGREEMENT dated as of July 23, 2012 between Genesee & Wyoming Inc. and Carlyle Partners V, L.P.Investment Agreement • July 23rd, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • Delaware
INVESTMENT AGREEMENT, dated as of July 23, 2012 (this “Agreement”), between Genesee & Wyoming Inc., a Delaware corporation (the “Company”), and Carlyle Partners V, L.P., a Delaware limited partnership (the “Initial Purchaser Representative”).
