AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONThe Agreement and Plan of Merger and Reorganization • January 23rd, 2023 • IAA, Inc. • Retail-auto dealers & gasoline stations
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
COOPERATION AGREEMENTCooperation Agreement • January 23rd, 2023 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Cooperation Agreement (“Agreement”), dated as of January 22, 2023, is made by and among IAA, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Schedule A hereto (collectively, the “Ancora Investors”). The Company and each of the Ancora Investors are collectively herein referred to as the “Parties” and individually as a “Party.”
