AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 31st, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2016, is made by and among IRONPLANET HOLDINGS, INC., a Delaware corporation (the “Company”), RITCHIE BROS. AUCTIONEERS INCORPORATED, a company organized under the laws of Canada (the “Parent”), TOPAZ MERGERSUB, INC., a Delaware corporation and wholly-owned Subsidiary of the Parent (the “Merger Sub”), and Fortis Advisors LLC, a Delaware limited liability company (the “Representative”), as representative for the Indemnifying Securityholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
