AGREEMENT AND PLAN OF MERGER AMONG RITCHIE BROS. AUCTIONEERS INCORPORATED, RITCHIE BROS. HOLDINGS INC., LEGO MERGER SUB, INC., SMARTEQUIP, INC., THE KEY SECURITYHOLDERS, THE ROLLOVER MEMBERS, AND FORTIS ADVISORS LLC AS REPRESENTATIVE OF THE COMPANY...Merger Agreement • September 28th, 2021 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 24, 2021 by and among (i) Ritchie Bros. Auctioneers Incorporated, a Canadian corporation (“Ultimate Parent”), (ii) Ritchie Bros. Holdings Inc., a Washington corporation and subsidiary of Ultimate Parent (“Parent”), (iii) Lego Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iv) SmartEquip, Inc., a Delaware corporation (the “Company”), (iii) Bryan Rich, Alexander Schuessler, Fernando Pinera, Theresa Jones and Ron Piccolo (each, a “Key Securityholder” and collectively, the “Key Securityholders”), (v) Bryan Rich, Alexander Schuessler and Fernando Pinera (each, a “Rollover Member” and collectively, the “Rollover Members”), and (vi) Fortis Advisors LLC, a Delaware limited liability company (the “Securityholder Representative”), on behalf of the Company Securityholders.
