AUCTIONEERS INCORPORATED a corporation amalgamated under the laws of Canada and having an office at 9000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (the “Corporation”) AND: (the “Indemnified Party”)
AUCTIONEERS INCORPORATED. By: /s/ Axx Xxxxxxxx
AUCTIONEERS INCORPORATED. By: /s/ Sxxxxx Xxxxxxxx Sxxxxx Xxxxxxxx By: /s/ Dxxxxx Xxxx Dxxxxx Xxxx c/s By: /s/ Jxxxx Xxxxx Jxxxx Xxxxx By: /s/ Mxxxxxx Xxxx Mxxxxxx Xxxx c/s Certificate No. _______ _________ Rights This certifies that , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Shareholder Rights Plan Agreement, dated as of February 28, 2019 (the ‘Amended and Restated Shareholder Rights Plan Agreement’), between Rxxxxxx Bros. Auctioneers Incorporated, a corporation duly incorporated under the Canada Business Corporations Act (the ‘Company’) and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada (the ‘Rights Agent’), which amends and restates the Shareholder Rights Plan Agreement dated February 22, 2007 (as amended by amending agreement between the Company and Rights Agent dated April 5, 2007) (the ‘Original Agreement’), to purchase from the Company at any time after the Separation Time (as such term is defined in the Amended and Restated Shareholder Rights Plan Agreement) and prior to the Expiration Time (as such term is defined in the Amended and Restated Shareholder Rights Plan Agreement), one fully paid common share of the Company (a ‘Common Share’) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise (in the form provided hereinafter) duly executed and submitted to the Rights Agent at its principal office in any of the cities of Toronto, Montreal, Calgary and Vancouver, Canada. Until adjustment thereof in certain events as provided in the Amended and Restated Shareholder Rights Plan Agreement, the Exercise Price shall be an amount equal to three times the Market Price (as such term is defined in the Amended and Restated Shareholder Rights Plan Agreement) per Common Share determined as at the Separation Time and shall be subject to adjustment in certain events as provided in the Amended and Restated Shareholder Rights Plan Agreement. In certain circumstances described in the Amended and Restated Shareholder Rights Plan Agreement, the number of Common Shares which each Right entitles the registered holder thereof to purchase shall be adjusted as provided in the Amended and Restated Shareholder Rights Plan Agreement. This Rights Certificate is subject to all of the terms and provisions...
AUCTIONEERS INCORPORATED. By: /s/ Axx Xxxxxxxx Name: Axx Xxxxxxxx Title: Chief Executive Director RXXXXXX BROS. HOLDINGS INC. By: /s/ Kxxx Xxxxxx Name: Kxxx Xxxxxx Title: President IMPALA MERGER SUB I, LLC By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: President IMPALA MERGER SUB II, LLC By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: President
AUCTIONEERS INCORPORATED. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City, Province and Postal Code) (Social Insurance Number or other taxpayer identification number) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City, Province and Postal Code) (Social Insurance Number or other taxpayer identification number) Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company, a member of a recognized stock exchange or a member of the Securities Transfer Association Medallion (STAMP) Program. The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement of Rxxxxxx Bros. Auctioneers Incorporated. Signature
AUCTIONEERS INCORPORATED a company incorporated under the laws of Canada, having an office at 9000 Xxxxxxxx Xxxxxxx, Xxxxxxx, X.X. X0X 0X0 (the "Company") AND: «First_Name» «Last_Name» of «Address», «City», «State_Province», «Country» «Postal_Code» (the "Optionee")
AUCTIONEERS INCORPORATED. CONVERSION NOTICE
AUCTIONEERS INCORPORATED. This Release Officers’ Certificate is being delivered pursuant to Section 4(b) of the Escrow and Security Agreement, dated as of December 21, 2016 (the “Escrow and Security Agreement”), among Rxxxxxx Bros. Auctioneers Incorporated, a company organized under the laws of Canada (the “Grantor”), and U.S. Bank National Association, a national banking association, as the Escrow Agent, and U.S. Bank National Association, a national banking association, as Trustee. Capitalized terms used but not defined herein have the respective meanings specified in the Escrow and Security Agreement. The Grantor hereby certifies through the undersigned officer that:
AUCTIONEERS INCORPORATED. By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx________________ Name: Xxxxxx X. XxxxxxXxxx: Xxxxxxxxxxx Xxxxxxxx Title: Vice PresidentTitle: Chief Executive Officer By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Chief Legal Officer Strategic Alliance and Remarketing Agreement CONFIDENTIAL Page 15 of 21
AUCTIONEERS INCORPORATED. By: By: Countersigned: By: Authorized Signature (To be executed by the registered holder if such holder desires to transfer the Rights evidenced by this Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto the Rights represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , as attorney, to transfer the within Rights on the books of the Company, with full power of substitution. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a Canadian chartered bank, a Canadian trust company, a member of a recognized stock exchange or a member of the Securities Transfer Association Medallion (STAMP) Program.
