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: KXXXXX XXXX (the “Indemnified Party”)
AUCTIONEERS INCORPORATED. By: /s/ Rxxxxx X. Xxxxxxxxx By: /s/ Rxxxxxx X. Xxxx c/s COMPUTERSHARE INVESTOR SERVICES INC. By: /s/ Jxxxx Xxxxx By: /s/ Cxxx Xxxxxx c/s 36 ATTACHMENT 1 RXXXXXX BROS. AUCTIONEERS INCORPORATED SHAREHOLDER RIGHTS PLAN AGREEMENT [Form of Rights Certificate] Certificate No. ____________ ____________ Rights THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES AND THEIR TRANSFEREES, MAY BECOME VOID WITHOUT FURTHER ACTION. Rights Certificate 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 Shareholder Rights Plan Agreement, dated as of February 22, 2007 (the ‘Shareholder Rights Agreement’), between Rxxxxxx Bros. Auctioneers Incorporated, a corporation duly incorporated under the Canada Columbia Business Corporations Act (the ‘Company’) and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada (the ‘Rights Agent’) (which term shall include any successor Rights Agent under the Shareholder Rights Agreement), to purchase from the Company at any time after the Separation Time (as such term is defined in the Shareholder Rights Agreement) and prior to the Expiration Time (as such term is defined in the Shareholder Rights 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 Shareholder Rights Agreement, the Exercise Price shall be an amount equal to three times the Market Price (as such term is defined in the 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 Shareholder Rights Agreement. In certain circumstances described in the Rights Agreement, the number of Common Shares which each ...
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 a company incorporated under the laws of Canada, having an office at 9000 Xxxxxxxx Xxxxxxx, Xxxxxxx, X.X. X0X OC6 (the "Company") AND: Rxxxxxxxxxx Xxxxxxxx of 20X000 Xxxxxx Xx Xxxxxxxxxx IL 60540 United States (the "Optionee")
AUCTIONEERS INCORPORATED. By: /s/ Axx Xxxxxxxx Name: Axx Xxxxxxxx Title: Chief Executive Officer PARENT: RXXXXXX BROS. HOLDINGS INC. By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Director MERGER SUB: LEGO MERGER SUB, INC. By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: President Signature Page – Agreement and Plan of Merger COMPANY: SMARTEQUIP, INC. By: /s/ Bxxxx X. Xxxx Name: Bxxxx X. Xxxx Title: Executive Chairman Signature Page – Agreement and Plan of Merger ROLLOVER MEMBERS: By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx By: /s/ Axxxxxxxx Xxxxxxxxxx Name: Axxxxxxxx Xxxxxxxxxx By: /s/ Fxxxxxxx Xxxxxx Name: Fxxxxxxx Xxxxxx Signature Page – Agreement and Plan of Merger KEY SECURITYHOLDERS: By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx By: /s/ Axxxxxxxx Xxxxxxxxxx Name: Axxxxxxxx Xxxxxxxxxx By: /s/ Fxxxxxxx Xxxxxx Name: Fxxxxxxx Xxxxxx By: /s/ Txxxxxx Xxxxx Name: Txxxxxx Xxxxx By: /s/ Rxx Xxxxxxx Name: Rxx Xxxxxxx Signature Page – Agreement and Plan of Merger SECURITYHOLDER REPRESENTATIVE: FORTIS ADVISORS LLC By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director
AUCTIONEERS INCORPORATED. By: By: 38 Countersigned: COMPUTERSHARE INVESTOR SERVICES INC. By: Authorized Signature 39 FORM OF ASSIGNMENT (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 (Please print name and address of transferee.) 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.
AUCTIONEERS INCORPORATED. By: /s/ Rxxx Xxxxxxxx Name: Rxxx Xxxxxxxx Title: Chief Executive Officer The Merger Sub: TOPAZ MERGERSUB, INC. By: /s/ Sxxxxx Xxxxxxxx Name: Sxxxxx Xxxxxxxx Title: President Signature Page to Agreement and Plan of Merger The Representative: (solely in its capacity as the Representative) FORTIS ADVISORS LLC By: /s/ Rxxxxxx X. Xxxx Name: Rxxxxxx X. Xxxx Title: Managing Director
AUCTIONEERS INCORPORATED. CONVERSION NOTICE Reference is made to the Articles of Amendment of Rxxxxxx Bros. Auctioneers Incorporated (the "Articles of Amendment") creating the Series A Senior Preferred Shares. In accordance with and pursuant to the Articles of Amendment, the undersigned hereby elects to convert the number of Series A Senior Preferred Shares (the "Series A Preferred Shares"), of Rxxxxxx Bros. Auctioneers Incorporated, a company incorporated in Canada (the "Company"), indicated below into Common Shares (the "Common Shares"), of the Company, as of the date specified below. Date of Conversion: Number of Series A Preferred Shares to be converted: Tax ID Number (If applicable): Please confirm the following information: Conversion Rate: Number of Common Shares to be issued: Please issue the Common Shares into which the Series A Preferred Shares are being converted to the Holder, or for its benefit, as follows: ¨ To the undersigned's account on the records of the Transfer Agent Issue to: Address:
AUCTIONEERS INCORPORATED. By: ------------------------------------ Name: Title:
AUCTIONEERS INCORPORATED. By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx________________ Name: Xxxxxx X. XxxxxxXxxx: Xxxxxxxxxxx Xxxxxxxx Title: Vice PresidentTitle: Chief Executive Officer IRONPLANET, INC. (solely for purposes of Sections 3, 7, 8 and 9) 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 SCHEDULE A TO STRATEGIC ALLIANCE AND REMARKETING AGREEMENT
