ASSET AND EQUITY PURCHASE AND CONTRIBUTION AGREEMENT by and among SMITH’S TREE CARE, LLC uTRO cRANE cOMPANY, LLC ANC Green Solutions - Smith’s, LLC sMITH’S tREE cARE, iNC. uTRO CRANE COMPANY, iNC. Z. David sMITH and uWE tROXLERAsset and Equity Purchase and Contribution Agreement • March 4th, 2020 • Andover National Corp • Services-business services, nec • Delaware
THIS ASSET AND EQUITY PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020, by and among Smith’s Tree Care, LLC, a Delaware limited liability company (“Smith’s Buyer”), Utro Crane Company, LLC, a Delaware limited liability company (“Utro Buyer”), ANC Green Solutions - Smith’s, LLC, a Delaware limited liability company (“ANC Smith’s”), Smith’s Tree Care, Inc., a Virginia corporation (“Smith’s Seller”), Utro Crane Company, Inc. (“Utro Seller”), and the Shareholders (defined below). Smith’s Buyer, Utro Buyer, and ANC Smith’s are referred to herein collectively as “Buyer Parties” and each, individually, as a “Buyer Party”. Smith’s Seller and Utro Seller are referred to herein collectively as “Asset Sellers” and each, individually, as an “Asset Seller”. Smith’s Seller, Utro Seller and Smith Properties (defined below) are referred to herein collectively as “Seller Parties” and each, individually, as an “Seller Party”.
Unaudited Pro Forma Condensed Combined Financial InformationAsset and Equity Purchase and Contribution Agreement • June 22nd, 2020 • Andover National Corp • Services-business services, nec
On February 28, 2020, Smith’s Tree Care, LLC (“Smith’s Buyer”), a wholly-owned subsidiary of Andover National Corporation (the “Company” or “Andover”), entered into an Asset and Equity Purchase and Contribution Agreement (the “Smith Acquisition Agreement”) with Smith’s Tree Care, Inc., a Virginia corporation (“Smith’s Seller”), Utro Crane Company, Inc., a Virginia corporation, Utro Crane Company, LLC, a Delaware limited liability company and indirect subsidiary of the Company, and ANC Green Solutions - Smith’s, LLC, a Delaware limited liability company and indirect subsidiary of the Company (“ANC Smith’s”) (the “Smith Acquisition”). Pursuant to the Smith Acquisition Agreement, among other things, (a) Smith’s Buyer acquired a sixty percent (60%) interest in all of the property and assets of Smith’s Seller and Utro Crane Company, Inc, (together, “Smith” or the “Seller Parties”) for an aggregate purchase price of approximately $3.0 million, subject to certain adjustments and (b) Smith’s S
