Genesee & Wyoming Inc. 4,000,000 Shares Plus an option to purchase from the Company 600,000 additional Shares to cover over-allotments Class A Common Stock ($.01 par value) Underwriting Agreement (the “Agreement”)Underwriting Agreement • June 22nd, 2009 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 4,000,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters an option to purchase up to 600,000 shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative
