EXHIBIT 3.1 Ritchie Bros. Auctioneers Incorporated (amalgamated under the Canada Business Corporation Act) 1,739,130 Common Shares UNDERWRITING AGREEMENT Dated: January o, 2004 TABLE OF CONTENTSUnderwriting Agreement • January 23rd, 2004 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
1 EXHIBIT 1 RITCHIE BROS. AUCTIONEERS INCORPORATED (a Canadian corporation) ______ Common Shares PURCHASE AGREEMENT Dated: _____________, 1997 2 TABLE OF CONTENTSPurchase Agreement • September 26th, 1997 • Ritchie Bros Auctioneers Inc • New York
LOAN AGREEMENTLoan Agreement • May 14th, 1999 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Oregon
Exhibit 3.1 Ritchie Bros. Auctioneers Incorporated (amalgamated under the Canada Business Corporation Act) 2,173,913 Common Shares UNDERWRITING AGREEMENT Dated: November 8, 2005 TABLE OF CONTENTSUnderwriting Agreement • November 16th, 2005 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
RITCHIE BROS. AUCTIONEERS INCORPORATED and each of the Guarantors PARTY HERETO 5.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 21, 2016 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • December 21st, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
INDENTURE dated as of December 21, 2016 among Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations Act, the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee.
RECITALSAsset Purchase Agreement • May 14th, 1999 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Delaware
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 28, 2019 (AMENDING AND RESTATING THE SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 22, 2007, AS AMENDED APRIL 5, 2007) BETWEEN RITCHIE BROS. AUCTIONEERS INCORPORATED...Shareholder Rights Plan Agreement • February 28th, 2019 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT, dated as of February 28, 2019, between Ritchie Bros. Auctioneers Incorporated, a corporation incorporated under the Canada Business Corporations Act (the ‘Company’) and Computershare Investor Services Inc., a trust company existing under the laws of Canada (the ‘Rights Agent’), which amends and restates the Shareholder Rights Plan Agreement dated as of February 22, 2007 (as amended by amending agreement between the Company and Rights Agent dated April 5, 2007) (the ‘Original Agreement’).
1 EXHIBIT 10.2 INDEMNITY AGREEMENT THIS AGREEMENT made as of the _______ day of _________________, 1997. BETWEEN: RITCHIE BROS. AUCTIONEERS INCORPORATED, a corporation amalgamated under the laws of Canada and having an office at 9200 Bridgeport Road,...Indemnity Agreement • September 26th, 1997 • Ritchie Bros Auctioneers Inc • British Columbia
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2018 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Washington
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2024 • Rb Global Inc. • Services-business services, nec • British Columbia
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
GRANT AGREEMENT RITCHIE BROS. AUCTIONEERS INCORPORATED PERFORMANCE SHARE UNIT PLANGrant Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
The percentage of PSUs eligible for vesting based on EBITDA results shall be determined as provided in the following table, and then multiplied by the EBITDA Weighting Factor.
ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. HOLDINGS INC., as Escrow Agent, and as Trustee Dated as of March 15, 2023Escrow and Security Agreement • March 15th, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This Agreement is being entered into in connection with the purchase agreement, dated as of March 1, 2023 (the “Purchase Agreement”), among the Grantor, Ritchie Bros. Auctioneers Incorporated, a company organized under the laws of Canada (“RBA”), and Goldman Sachs & Co. LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), relating to the sale by the Grantor to the Initial Purchasers of (i) $550,000,000 aggregate principal amount of the Grantor’s 6.750% Senior Secured Notes due 2028 (the “Notes”), to be issued under the Indenture, dated as of March 15, 2023 (the “Indenture”), between the Grantor, RBA, as guarantor, the Trustee and US Bank, as collateral agent, and (ii) $800,000,000 aggregate principal amount of the Grantor’s 7.750% Senior Notes due 2031, to be issued under the Indenture, dated as of March 15, 2023, among the Grantor, RBA, as guarantor, and US Bank, as trustee.
GRANT AGREEMENT RITCHIE BROS. AUCTIONEERS INCORPORATED AMENDED AND RESTATED SENIOR EXECUTIVE RESTRICTED SHARE UNIT PLANGrant Agreement • February 26th, 2018 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
This Grant Agreement is made as of the date set out in Schedule A hereto and is made between the undersigned “Participant” (the “Participant”), being an employee of Ritchie Bros. Auctioneers Incorporated (the “Corporation”) or a subsidiary of the Corporation (which employer is herein referred to as the “Employer”) designated pursuant to the terms of the Amended and Restated Senior Executive Restricted Share Unit Plan of the Corporation (which Plan, as the same may from time to time be modified, supplemented or amended and in effect is herein referred to as the “Plan”), and the Corporation. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Plan.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 23rd, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among Parent, Merger Sub 1, Merger Sub 2 and the Company (as amended or otherwise modified prior to the date hereof, the “Merger Agreement”). Each capitalized
STRATEGIC ALLIANCE AND REMARKETING AGREEMENTStrategic Alliance and Remarketing Agreement • November 9th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Delaware
This STRATEGIC ALLIANCE AND REMARKETING AGREEMENT (“Agreement”) is entered into as August 29, 2016 (the “Execution Date”) by and between RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation having its principal place of business at 9500 Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6 (“RBA”), on behalf of itself and its other wholly-owned subsidiaries (collectively, “RCC”), IronPlanet, Inc., a Delaware corporation having its principal place of business at 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, solely for purposes of Sections 3, 7, 8 and 9 (“IronPlanet”), and CATERPILLAR INC., a Delaware corporation having it principal place of business at 100 North East Adams Street, Peoria, IL 61629, on behalf of itself and its wholly-owned subsidiaries (collectively, “Caterpillar” and together with RCC, the “Parties” and each a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 1, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2017 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Washington
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among RITCHIE BROS. AUCTIONEERS INCORPORATED, RITCHIE BROS. HOLDINGS INC., IMPALA MERGER SUB I, LLC, IMPALA MERGER SUB II, LLC, and IAA, INC. Dated as of November 7, 2022Merger Agreement • November 7th, 2022 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 7, 2022 (this “Agreement”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”).
GRANT AGREEMENT RITCHIE BROS. AUCTIONEERS INCORPORATED EMPLOYEE RESTRICTED SHARE UNIT PLANGrant Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
This Grant Agreement is made as of the date set out in Schedule A hereto and is made between the undersigned “Participant” (the “Participant”), being an employee of Ritchie Bros. Auctioneers Incorporated (the “Corporation”) or a subsidiary of the Corporation (which employer is herein referred to as the “Employer”) designated pursuant to the terms of the Employee Restricted Share Unit Plan of the Corporation (which Plan, as the same may from time to time be modified, supplemented or amended and in effect is herein referred to as the “Plan”), and the Corporation.
STOCK OPTION AGREEMENTStock Option Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
Ritchie Bros. Auctioneers Incorporated , a company incorporated under the laws of Canada, having an office at 9500 Glenlyon Parkway, Burnaby, B.C. V5J 0C6
ACTIVE/123716978.6 Non-Employee Director (Deferred) GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENT (DEFERRED) UNDER THE RB GLOBAL, INC. 2023 SHARE INCENTIVE PLAN Name of Grantee: No. of Restricted Share Units: Grant Date: Vesting Commencement Date:...Global Restricted Share Unit Award Agreement • February 28th, 2024 • Rb Global Inc. • Services-business services, nec • British Columbia
FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENTFirst Lien Pari Passu Intercreditor Agreement • March 21st, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
This FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT, dated as of March 20, 2023 among Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (in such capacity and together with its successors and assigns from time in such capacity, and together with any Replacement Representative or Replacement Collateral Agent, as applicable, the “Credit Agreement Agent”), U.S. Bank Trust Company, National Association (“U.S. Bank”), as 2028 Notes Trustee (as defined below) and as collateral agent for the 2028 Notes Secured Parties (in such capacity and together with its successors and assigns from time to time in such capacity, the “2028 Notes Agent”), and each additional Representative and Collateral Agent from time to time party hereto for the Other First Lien Secured Parties of the Series with respect to which it is acting in such capacity, and acknowledged and agreed to by Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (the “Company”) and the other G
STOCK OPTION AGREEMENT SIGN-ON GRANTStock Option Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
Ritchie Bros. Auctioneers Incorporated, a company incorporated under the laws of Canada, having an office at 9500 Glenlyon Parkway, Burnaby, B.C. V5J OC6
9500 Glenlyon Parkway Burnaby, British Columbia LEASE THE GREAT-WEST LIFE ASSURANCE COMPANY AND LONDON LIFE INSURANCE COMPANY LANDLORD - AND - RITCHIE BROS. AUCTIONEERS (CANADA) LTD. TENANT DATED THE 12th DAY OF AUGUST, 2008Lease • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
In consideration of the premises and the mutual covenants, agreements and conditions herein contained, it is hereby covenanted, agreed and declared between the parties as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
LEASE CONFIRMATION AND AMENDMENT TO DEVELOPMENT AGREEMENTLease Confirmation and Amendment to Development Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
LEASE MODIFICATION AGREEMENT (the “Agreement”)Lease Modification Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec
As referenced in the Lease, “Development Agreement” means the development agreement made the 12th day of August, 2008 by and between the Landlord and Ritchie Bros. Properties Ltd. in respect of, amongst other things, the construction of the Building on the Lands.
AMENDMENT NO. 2 TO GRANT AGREEMENTGrant Agreement • September 13th, 2018 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This amendment dated as of September 11, 2018 (the “Amendment”) is Amendment No. 2 to the Grant Agreement dated August 11, 2014, and as amended on May 1, 2017 (the “Sign-On Grant Agreement”), by and between Ritchie Bros. Auctioneers Incorporated (the “Corporation”) and Ravichandra Saligram (the “Participant”).
FIRST AMENDMENT to AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 2nd, 2021 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This First Amendment to Agreement and Plan of Merger (this “Amendment”), is made and entered into as of October 30, 2021, by and among Ritchie Bros. Holdings Inc., a Washington corporation (“Parent”), SmartEquip, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company (the “Securityholder Representative”), on behalf of the Company Securityholders. Capitalized terms used and not defined elsewhere in this Amendment shall have the meanings given them in the Merger Agreement (as defined below).
SCHEDULE A AMENDING AGREEMENTAmending Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec
THEREFORE in consideration of the mutual promises and respective covenants set forth herein, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada, with headquarters located at 9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6 (the "Company"), the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers") and, solely with respect to Section 9 hereto, Starboard Value LP and Jeffrey C. Smith (together with Starboard Value LP and the Buyers, "Starboard").
PRE-HANDOVER OCCUPANCY RENTAL AGREEMENT AND AMENDMENT TO DEVELOPMENT AGREEMENTPre-Handover Occupancy Rental Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
GRANT AGREEMENT RITCHIE BROS. AUCTIONEERS INCORPORATED PERFORMANCE SHARE UNITS – SIGN-ON GRANTGrant Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
This Grant Agreement is made as of the date set out in Schedule A hereto and is made between the undersigned “Participant” (the “Participant”), being an employee of Ritchie Bros. Auctioneers Incorporated (the “Corporation”) or a subsidiary of the Corporation (which employer is herein referred to as the “Employer’) designated pursuant to the terms of the Performance Share Unit Plan of the Corporation (which Plan, as the same may from time to time be modified, supplemented or amended and in effect is herein referred to as the ’‘Plan’), and the Corporation.
INDEMNITY AGREEMENTIndemnification Agreement • February 25th, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • British Columbia
RITCHIE BROS. AUCTIONEERS INCORPORATED, a corporation amalgamated under the laws of Canada and having an office at 9500 Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6
