Genesee & Wyoming Inc. 5,984,232 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)Genesee & Wyoming Inc • November 19th, 2013 • Railroads, line-haul operating • New York
The persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,984,232 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”), (the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus or the Final Prospectus
