Exhibit 10.35


 


EMPLOYMENT AGREEMENT


 


Between:


 


RAMON MILLAN


 


(the “Executive”)


 


And:


 


RITCHIE BROS. AUCTIONEERS (CANADA)
LTD.,


a corporation incorporated under
the laws of Canada


 


(the “Employer”)


 


WHEREAS:


 


A.   The Employer, its parent,
and the other subsidiaries is in the business of facilitating the exchange, buying, selling and auctioneering of industrial equipment;
and


 


B.   The Employer and the Executive wish
to enter into an employment relationship on the terms and conditions as described in this Agreement;


 


NOW THEREFORE THIS AGREEMENT WITNESSES THAT
in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged by both parties, the Employer and the Executive agree as follows:


 


		1.	EMPLOYMENT



 


		a.	The Employer agrees to employ the Executive pursuant
to the terms and conditions described in this Agreement, including the appendices to this Agreement, and the Executive hereby
accepts and agrees to such employment. Unless otherwise defined, the defined terms in this Agreement will have the same meaning
in the appendices hereto.



 


		b.	The Executive’s
                                         employment under this Agreement as “Acting Chief Information Officer” is
                                         conditional on the Executive obtaining authorization and documentation to legally work
                                         in Canada for an initial period of 6 to 9 months upon entering Canada after the execution
                                         of this Agreement (the “Bridge Work Authorization”). The Executive’s
                                         employment under this Agreement as “Chief Information Officer” is conditional
                                         on the Executive obtaining authorization and documentation to legally work in Canada
                                         for a period of 2 or more years (“Long-Term Work Authorization”) prior
                                         to the expiry of the Bridge Work Authorization. It is a condition of the Executive’s
                                         continued employment that the Executive maintain the necessary work authorization to
                                         work in Canada throughout the duration of the Executive’s employment. The parties
                                         agree to work together on a best efforts basis to obtain from the appropriate Canadian
                                         governmental authorities, and maintain, the Bridge Work Authorization and the Long-Term
                                         Work Authorization. The Executive shall be based in Vancouver upon the Commencement Date
                                         and it is expected that the Executive and his family relocate to Vancouver by the end
                                         of May 2016. The Employer will support the Executive in this transition according to
                                         the Relocation Benefits set out in Section 6.



 




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If the Executive is unable to obtain the
Bridge Work Authorization upon entering Canada after executing this Agreement or the Long-Term Work Authorization prior to
the expiry of the Bridge Work Authorization, or if the Executive is subsequently unable to renew the Long-Term Work
Authorization, the Employer will offer the Executive employment in the United States, subject to a revised US employment
agreement containing substantially the same terms as this Agreement, on the conditions that: (i) the Executive’s
employment under the US employment agreement will be for a fixed term of 15 months; (ii) the Executive has the applicable
authorization and documentation to work in the US; and (iii) the Executive will cooperate with the Employer to obtain the
Long-Term Work authorization to resume work in Canada prior to the end of the fixed term. The Executive agrees that prior to
the expiry of the term of the US employment agreement, he will accept continued employment in Canada on the terms of this
Agreement, which will supersede the US employment agreement.


 


		c.	The Executive will be employed in the position of Acting Chief Information Officer once
                                                                                the Bridge Work Authorization is issued and as Chief Information Officer once the Long-Term Work Authorization is
                                                                                issued, and shall perform and assume such duties and responsibilities as may be assigned by the Employer from time to
                                                                                time.



 


		d.	Subject to the Executive
                                         obtaining the Bridge Work Authorization as described in section I.b above, the Executive’s
                                         employment with the Employer will commence on or around November 30, 2015 (the “Commencement
                                         Date”), and the Executive’s employment hereunder will continue for an
                                         indefinite period of time until terminated in accordance with the terms of this Agreement
                                         or applicable law (the “Term”).



 


		e.	During the Term, the Executive will at all times:



 


		i.	well and faithfully serve the Employer, and act honestly and in good faith in the best interests of the Employer;



 


		ii.	devote all of the Executive’s business time, attention and abilities, and provide his best efforts, expertise, skills and talents,
to the business of the Employer, except as provided in Section 2(b);



 


		iii.	adhere to all generally applicable written policies of the Employer, and obey and observe to the best of the Executive’s abilities
all lawful orders and directives, whether verbal or written, of the Board;



 


		iv.	act lawfully and professionally, and exercise the degree of care, diligence and skill that an executive employee would exercise
in comparable circumstances; and



 


		v.	to the best of the Executive’s abilities perform the duties and exercise the responsibilities required of the Executive under
this Agreement.





 





		2.	PRIOR COMMITMENTS AND OUTSIDE ACTIVITIES



 


		a.	The Executive represents and warrants to the Employer
that the Executive has no existing common law, contractual or statutory obligations to his former employer or to any other person
that will conflict with the Executive’s duties and responsibilities under this Agreement.



 




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		b.	During the term of this Agreement, the Executive will not be engaged directly or indirectly in
                                                                                any outside business activities, whether for profit or not-for-profit, as principal, partner, director, officer, active
                                                                                shareholder, advisor, employee or otherwise, without first having obtained the written permission of the Employer.



 


		3.	POLICIES



 


		a.	The Executive agrees to comply with all generally applicable
written policies applying to the Employer’s staff that may reasonably be issued by the Employer from time to time. The Executive
agrees that the introduction, amendment and administration of such generally applicable written policies are within the sole discretion
of the Employer. If the Employer introduces, amends or deletes such generally applicable written policies, such introduction,
deletion or amendment will not constitute a constructive dismissal or breach of this Agreement. If there is a direct conflict
between this Agreement and any such policy, this Agreement will prevail to the extent of the inconsistency.



 


		4.	COMPENSATION



 


		a.	Upon the Commencement Date, and continuing during the Term,
the Executive will earn the following annual compensation, less applicable statutory and regular payroll deductions and withholdings:



 


	Compensation	$US
	Element	 
	Annual Base Salary	US$335,0001
    (the “Base Salary”)
	 	 
	Annual Short-Term	56%
    of Base Salary at Target
    (the “STI Bonus”)
	Incentive	(0%
    - 200% of STI Bonus at Target, based on
    actual performance)
	 	 
	Annual Long-Term	100%
    of Base Salary at Target
    (the “LTI Grant”)
	Incentive Grant	 




 


The Employer shall review the Executive’s
compensation package for increase no less frequently than annually, starting in 2017.


 


		b.	The structure of the STI Bonus and LTI Grant will be consistent
with those granted to the RBA Pubco’s other executives, and is subject to amendments from time to time by the Employer.
Currently, LTI grants for executives are provided as follows:



 


		i.	50% in stock options, with a ten-year term, with all such
options vesting in equal one-third parts after the first, second and third anniversaries of the grant date;



 





 



		1	Conversion to C$ to be discussed further.



 




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		ii.	50% in performance share units, vesting on the third anniversary
of the grant date based on meeting pre-established performance criteria, with the number of share units that ultimately vest ranging
from 0% to 200% of target based on actual performance.



 


		c.	Subject to the Executive commencing employment as Acting Chief Information Officer on November
                                                                                30, 2015, the Executive shall for 2015-2016 receive one single LTI Grant equal to 109% of the Target amount set forth in
                                                                                subsection 4.a. above. Such LTI Grant shall be made concurrently with the LTI Grants given to other senior executives of the
                                                                                Employer in respect of 2016. In the absence of employment commencing as of such date, the 2016 LTI grant shall be pro-rated
                                                                                to reflect the amount of time in 2016 that the Executive shall have been employed by the Employer.



 


		d.	The specific terms and conditions for LTI Grants (including
but not limited to the provisions upon termination of employment) will be based on the relevant plan documents and may be subject
to amendments from time to time by RBA Pubco.



 


		e.	Notwithstanding any other provisions in this Agreement to
the contrary, the Executive will be subject to any c1awback/recoupment policy of the Employer in effect from time-to-time, allowing
the recovery of incentive compensation previously paid or payable to the Executive in cases of misconduct or material financial
restatement, whether pursuant to the requirements of Dodd-Frank Wall Street Reform and the Consumer Protection Act, the
listing requirements of any national securities exchange on which common stock of RBA Pubco is listed, or otherwise.



 


		f.	In the event of a restatement of the financial results of Ritchie
                                                                                                                     Bros. Auctioneers Incorporated (“RBA Pubco”) (other than due to a change in applicable accounting rules or
                                                                                                                     interpretations), the Board of Directors of RBA Pubco (the “Board”) shall determine whether any performance-based
                                                                                                                     compensation (pursuant to both short-term and long-term incentive compensation plans) paid or awarded to the Executive during
                                                                                                                     the three years preceding such restatement (the “Awarded Compensation”), would have been a lower amount had it
                                                                                                                     been calculated based on such restated financial statement (such lower amount being referred to herein as the
                                                                                                                     “Adjusted Compensation”). If the Board determines that the Awarded Compensation exceeds the Adjusted
                                                                                                                     Compensation, then the Board may demand from the Executive the recovery of any excess of the Awarded Compensation over the
                                                                                                                     Adjusted Compensation, and the Executive shall immediately forfeit and/or repay, as applicable, any such amount.



 


		5.	BENEFITS



 


		a.	The Executive will be eligible
to participate in the Employer’s Canadian group benefit plans, subject to the terms and conditions of said plans and the
applicable policies of the Employer and applicable benefits providers.



 


		b.	The liability of the Employer with respect to the Executive’s
employment benefits is limited to the premiums or portions of the premiums the Employer regularly pays on behalf of the Executive
in connection with said employee benefits. The Executive agrees that the Employer is not, and will not be deemed to be, the insurer
and, for greater certainty, the Employer will not be liable for any decision of a third-party benefits provider or insurer, including any decision to deny coverage or any other decision that affects the Executive’s benefits or insurance.



 




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		c.	The Employer will reimburse the Executive for up to C$15,000
in 2015 and up to C$5,000 per annum in 2016 and thereafter, for expenses related to professional advice concerning the completion
of the Employment Agreement, and tax planning and compliance. Reimbursement for completion of the Employment Agreement shall be
treated as a non-taxable benefit to the extent permissible under applicable law, and the balance of any such reimbursements will
be reported as a taxable benefit.



 


		d.	The Executive will be provided with a car allowance of C$1,500 monthly upon relocating to
                                                                                Canada (anticipated to be June 1,2016), in accordance with the Employer’s standard car allowance program and
                                                                                practice.



 


		6.	RELOCATION
                                         BENEFITS



 


The
Executive will be provided a monthly relocation allowance of up to C$15,000 per month (pro-rated for partial months)
subject to applicable statutory payroll deductions and withholdings, to cover travel and temporary living expenses,
commencing when employment begins and ending May 31, 2016, at which point the Executive is expected to have relocated to
Vancouver. In addition, if the Executive has not found permanent accommodation by such
date then the Employer will reimburse temporary living expenses in Vancouver (up until June 30, 2016) to include lodging and
meals for Executive and family. If employment begins or ends in the middle of a month, the payment will be prorated. The
Executive shall also be entitled to reimbursement of moving costs in accordance with the Employer’s standard policy for
executives, to the extent not already covered under the relocation allowance described above. The Executive will be supported
in the relocation by the MI Group and is eligible to participate in the Amended Value Home Sale Program and Buyer Value
Option Program as supported by the MI Group.


 


		7.	EXPENSES



 


		a.	The Employer will reimburse the Executive, in accordance
with the Employer’s policies, for all authorized travel and other out-of-pocket expenses actually and properly incurred
by the Executive in the course of carrying out the Executive’s duties and responsibilities under this Agreement.



 


		8.	HOURS
                                         OF WORK AND OVERTIME



 


		a.	Given the management nature of the Executive’s position, the
                                                                                Executive is required to work additional hours from time to time, and is not eligible for overtime pay. The Executive
                                                                                acknowledges and agrees that the compensation provided under this Agreement represents full compensation for all of the
                                                                                Executive’s working hours and services, including overtime.



 


		9.	VACATION



 


		a.	The Executive will earn up to four (4) weeks (or twenty (20)
business days) of paid vacation per annum, pro-rated for any partial year of employment.



 


		b.	The Executive will take  his vacation subject to business needs, and in accordance with the
                                                                                Employer’s vacation policy in effect from time to time.



 


		c.	Annual vacation must be taken
and may not be accrued, deferred or banked without the Employer’s written approval.



 




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		10.	INDEMNITY AND
                                         CHANGE OF CONTROL



 


		a.	In consideration of the Executive’s
employment by the Employer, the Executive and the Employer and RBA Pubco hereby agree to enter into and execute contemporaneously
with this Agreement:



 





		i.	the indemnity agreement in Appendix
                                         “A” to this Agreement (the “Indemnity Agreement”);
                                         and



 


		ii.	the change of control
                                         agreement in Appendix “B” to this Agreement (the “Change
                                         of Control Agreement”).








 


		11.	TERMINATION OF
                                         EMPLOYMENT



 


		a.	Termination
                                         for cause: The Employer may terminate the Executive’s employment at any time
                                         for Cause, after providing Executive with at least 30 days’ notice of such proposed
                                         termination and 15 days to remedy the alleged defect. In this
                                         Agreement, “Cause” means the wilful and continued failure by the Executive
                                         to substantially perform, or otherwise properly carry out, the Executive’s duties
                                         on behalf of RBA Pubco or an affiliate, or to follow, in any material respect, the lawful
                                         policies, procedures, instructions or directions of the Employer or any applicable affiliate
                                         (other than any such failure resulting from the Executive’s disability or incapacity
                                         due to physical or mental illness), or the Executive wilfully or intentionally engaging
                                         in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach
                                         of duty of loyalty or any similar intentional act which is materially injurious RBA Pubco
                                         or an affiliate, or which may have the effect of materially injuring the reputation, business
                                         or business relationships of the Employer or an affiliate, or any other act or omission
                                         constituting cause for termination of employment without notice or pay in lieu of notice
                                         at common law. For the purposes of this definition, no act, or failure to act, on the
                                         part of a Executive shall be considered “wilful” unless done, or omitted
                                         to be done, by the Executive in bad faith and without reasonable belief that the Executive’s
                                         action or omissions were in, or not opposed to, the best interests of the Employer and
                                         its affiliates.



 


In the event
of termination for Cause, all unvested stock options granted to the Executive pursuant to the terms of the RBA Pubco’s Stock Option
Plan (the “Option Plan”) will immediately be void on the date the Employer notifies the Executive of such termination.
The Executive will have 30 days from the date of termination to exercise any options which have vested prior to the date of termination,
subject to the terms and conditions of the Option Plan and the applicable individual option agreements.


 


In the event of
termination for Cause, the rights of the Executive with respect to any performance share units (“PSUs”) granted
pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU Plan”), and pursuant to any and all PSU
grant agreements, respectively, will be governed pursuant to the PSU Plan.


 






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		b.	Termination
                                         for Good Reason: The Executive may terminate his employment with the Employer for
                                         Good Reason by delivery of written notice to the Employer within the sixty (60) day period
                                         commencing upon the occurrence of Good Reason including the basis for such Good Reason
                                         (with such termination effective thirty (30) days after such written notice is delivered
                                         to the Employer and only in the event that the Employer fails or is unable to cure such
                                         Good Reason within such thirty (30) day period). In the
                                         event of a termination of the Executive’s employment for Good Reason, the Executive
                                         will receive pay and benefits as if terminated by the Employer without Cause under Section
                                         11 c., below, and the termination shall be regarded as a termination without Cause for
                                         purposes of the Option Plan and the PSU Plan. In this
                                         Agreement, “Good Reason” means a material adverse change by RBA Pubco or
                                         an affiliate, without the Executive’s consent, to the Executive’s position,
                                         authority, duties, responsibilities, Executive’s place of residence, Base Salary
                                         or the potential short-term or long-term incentive bonus the Executive is eligible to
                                         earn, but does not include (1) a change in the Executive’s duties and/or responsibilities
                                         arising from a change in the scope or nature of RBA Pubco’s business operations,
                                         provided such change does not adversely affect the Executive’s position or authority,
                                         or (2) a change across the board affecting similar executives in a similar fashion.



 


		c.	Termination without
                                         Cause: The Employer may terminate the Executive’s employment at any time, without
                                         Cause by providing the Executive with the following:



 


		i.	During the first thirty-six (36) months of the Tern:



 


		(1)	one (I) year’s Base Salary plus one (1) year’s at-target STI Bonus;



 


		(2)	continuation of all applicable PSU rights held by the Executive in accordance with the
                                                                applicable PSU grant agreements, and the terms and conditions of the PSU Plan;



			



 


		(3)	immediate accelerated vesting of all unvested stock options, with the Executive having 90 days from the date of termination
to exercise such options, subject to the terms and conditions of the Option Plan and the applicable individual option agreements
; and



 


		(4)	continued extended health and dental benefits coverage at active employee rates until the earlier of the first anniversary
of the termination of the Executive’s employment or the date on which the Executive begins new full-time employment, or paying
for such period of time the Employer’s share of the costs of such benefits.






 


		ii.	After the first 36 months of the Tern:



 





		(1)	eighteen (18) months’ Base Salary plus eighteen (18) months’ at-target STI Bonus;



 


		(2)	continuation of all applicable PSU rights held by the Executive in accordance with the applicable PSU grant agreements, and
the terms and conditions of the PSU Plan;



 


		(3)	immediate accelerated vesting of all unvested stock options, with the Executive having 90 days from the date of
                                                                termination to exercise such options, subject to the terms and conditions of the Option Plan and the applicable individual
                                                                option agreements; and



 


		(4)	continued extended health and dental benefits coverage at active employee rates until the earlier of the first anniversary
of the termination of the Executive’s employment or the date on which the Executive begins new full-time employment, or paying
for such period of time the Employer’s share of the costs of such benefits.





 


		d.	Resignation: The Executive may terminate his employment with
the Employer at any time by providing the Employer with three (3) months’ notice in writing to that effect. If the Executive
provides the Employer with written notice under this Section, the Employer may waive such notice, in whole or in part, in which
case the Employer will pay the Executive the Base Salary only for the amount of time remaining in that
notice period and the Executive’s employment will terminate on the earlier date specified by the Employer without any further compensation.



 




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In the event
of termination by the Executive as provided in this section, all unvested stock options held
by the Executive will immediately be void on the termination date of the Executive’s employment, with the Executive having 90 days
from said date to exercise any vested stock options held by the Executive. The rights of the Executive with respect to any PSUs
will be as set forth in the PSU Plan with respect to termination by the Executive.


 


		e.	Retirement: In the event of the Executive’s retirement, as defined by the
                                                                                Employer’s                                                                                 policies, all unvested stock
                                                                                options will continue to vest according to their initial grant schedules and will remain
                                                                                exercisable up to the earlier of the original grant expiry date and the third anniversary of the date of retirement;
                                                                                provided,                                                                                 however, that for purposes of any
                                                                                award subject to Section 409A (as defined below), any termination (other than a termination
                                                                                for cause) after Executive’s attainment of retirement age shall be governed by the retirement provisions of such
                                                                                award.



 


PSUs will continue to vest and be paid in
accordance with the original grant schedule applicable thereto.


 


		f.	Termination Without Cause or
Good Reason Following Change of Control: In the event of Termination without Cause or for
Good Reason within one (I) year of a change of control of RBA Pubeo or the Employer, the Executive will have the rights set forth
in the Change of Control Agreement attached as Appendix “8” hereto.



 


		g.	Deductions and withholdings: All payments under this Section
are subject to applicable statutory and regular payroll deductions and withholdings as applicable.



 


		h.	Terms of Payment upon Termination: Upon termination of the
Executive’s employment, for any reason:



 





		i.	Subject
                                         to Section 11.d. and except as limited by Section 11h.(ii), the Employer will pay the
                                         Executive all earned and unpaid Base Salary, earned and unpaid vacation pay, earned and
                                         unpaid STI for a preceding year (if any remains unpaid), and a prorated STI Bonus for
                                         the year of termination, up to and including the Executive’s last day of active
                                         employment with the Employer (the “Termination Date”), with
                                         such payment to be made within five (5) business days of the Termination Date.



 


		ii.	In the event of resignation by the Executive or termination of the Executive’s employment for Cause, no STI Bonus for the year
of termination will be payable to the Executive; and



 


		iii.	On the Termination Date, or as otherwise directed by the Board, the Executive will immediately
                                                                deliver to the Employer all files, computer disks, Confidential Information, information and documents pertaining to the
                                                                Employer’s Business, and all other property of the Employer that is in the Executive’s possession or control,
                                                                without making or retaining any copy, duplication or reproduction of such files, computer disks, Confidential Information,
                                                                information or documents without the Employer’s express written consent.








 


		i.	Other than as expressly provided herein, the Executive will not be entitled to receive any
                                                                                further pay or compensation, severance pay, notice, payment in lieu of notice, incentives, bonuses, benefits, rights and
                                                                                damages of any kind. The Executive acknowledges and agrees that, in the



 




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event of a payment
under Section 11.b. or Section 11.c. of this Agreement, the Executive will not be entitled to any other payment in connection
with the termination of the Executive’s employment.


 


		j.	Notwithstanding the
                                         foregoing, in the event of a termination without Cause or termination for Good Reason,
                                         the Employer will not be required to pay any Base Salary or STI Bonus to the Executive
                                         beyond that earned by the Executive up to and including the Termination Date, unless
                                         the Executive signs within sixty (60) days of the Termination Date and does not revoke
                                         a full and general release (the “Release”) of any and all claims
                                         that the Executive has against the Employer or its affiliates and such entities’
                                         past and then current officers, directors, owners, managers, members, agents and employees
                                         relating to all matters, in form and substance satisfactory to the Employer acting in
                                         good faith, provided, however, that the payment shall not occur prior to the effective
                                         date of the Release, provided further that if the maximum period during which Executive
                                         can consider and revoke the release begins in one calendar year and ends in another calendar
                                         year, then such payment shall not be made until the first payroll date occurring after
                                         the later of (A) the last day of the calendar year in which such period begins, and (B)
                                         the date on which the Release becomes effective.



 


		k.	Notwithstanding any changes in the terms and conditions of the Executive’s employment
                                                                                which may occur in the future, including any changes in position, duties or compensation, the termination provisions in this
                                                                                Agreement will continue to be in effect for the duration of the Executive employment with the Employer unless otherwise
                                                                                amended in writing and signed by the Employer.



 


		I.	Agreement authorizing
                                         payroll deductions: If, on the date the employment relationship ends, regardless
                                         of the reason, the Executive owes the Employer any money (whether pursuant to an advance,
                                         overpayment, debt, error in payment, or any other reason), the Executive hereby authorizes
                                         the Employer to deduct any such debt amount from the Executive’s salary, severance
                                         or any other payment due to the Executive (to the extent permissible by applicable law
                                         including without limitation Section 409A (as defined below). Any remaining debt
                                         will be immediately payable to the Employer and the Executive agrees to satisfy such
                                         debt within 14 days of the Termination Date or any demand for repayment.



 


		12.	SHARE OWNERSHIP
                                         REQUIREMENTS



 


		a.	The Executive will be subject to the RBA Pubco’s share
ownership guideline policy, as amended from time to time.



 


		13.	CONFIDENTIAL
                                         INFORMATION



 


		a.	In this Agreement “Confidential Information”
means information proprietary to RBA Pubco or the Employer that is not publically known or available, including but not limited
to personnel information, customer information, supplier information, contractor information, pricing information, financial information,
marketing information, business opportunities, technology, research and development, manufacturing and information relating to
intellectual property, owned, licensed, or used by RBA Pubco or the Employer or in which the Employer otherwise has an interest,
and includes Confidential Information created by the Executive in the course of his employment, jointly or alone. The Executive
acknowledges that the Confidential Information is the exclusive property of the Employer.



 




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		b.	The Executive agrees at all times during the Term and after
the Term, to hold the Confidential Information in strictest confidence and not to disclose it to any person or entity without
written authorization from the Employer and the Executive agrees not to copy or remove it from the Employer’s premises except
in pursuit of the Employer’s business, or to use or attempt to use it for any purpose other than the performance of the
Executive’s duties on behalf of the Employer.



 


		c.	The Executive agrees, at all
times during and after the Term, not use or take advantage of the Confidential Information for creating, maintaining or marketing,
or aiding in the creation, maintenance, marketing or selling, of any products and/or services which are competitive with the products
and services of RBA Pubco or the Employer.



 


		d.	Upon the request of the Employer, and in any event upon the
termination of the Executive’s employment with the Employer, the Executive will immediately return to the Employer all materials,
including all copies in whatever form containing the Confidential Information which are within the Executive’s possession
or control.



 


		14.	INVENTIONS



 


		a.	In this Agreement, “Invention” means any invention,
improvement, method, process, advertisement, concept, system, apparatus, design or computer program or software, system or database.



 


		b.	The Executive acknowledges and agrees that every Invention
which the Executive may, at any time during the terms of his employment with the Employer or its affiliates, make, devise or conceive,
individually or jointly with others, whether during the Employer’s business hours or otherwise, and which relates in any
manner to the Employer’s business will belong to, and be the exclusive property of the Employer, and the Executive will
make full and prompt disclosure to the Employer of every such Invention. The Executive hereby irrevocably waives all moral rights
that the Executive may have in every such Invention.



 





		c.	The Executive undertakes to, and hereby does, assign to the Employer, or its nominee, every such
                                                                                Invention and to execute all assignments or other instruments and to do any other things necessary and proper to confirm the
                                                                                Employer’s right and title in and to every such Invention. The Executive further undertakes to perform all proper acts
                                                                                within his power necessary or desired by the Employer to obtain letters patent in the name of the Employer and at the
                                                                                Employer’s expense for every such Invention in whatever countries the Employer may desire, without payment by the
                                                                                Employer to the Executive of any royalty, license fee, price or additional compensation.








 





		d.	The Executive acknowledges that all original works of authorship
which are made by the Executive (solely or jointly with others) within the scope of the Executive’s employment and which
are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section
101) or its equivalent under Canadian laws.



 


		15.	NON-SOLICITATION



 


		a.	The Executive acknowledges that in the course of the Executive’s
employment with the Employer the Executive will develop close relationships with the Employer’s clients, customers and employees,
and that the Employer’s goodwill depends on the development and maintenance of such relationships. The Executive acknowledges
that the preservation of the Employer’s goodwill and the protection of
its relationships with its customers and employees are proprietary rights that the Employer is entitled to protect.



 




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		b.	The Executive will not during the Applicable Period, whether
individually or in partnership or jointly or in conjunction with any person or persons, as principal, agent, shareholder, director,
officer, employee or in any other manner whatsoever:



 





		i.	solicit any client or customer of the Employer or an affiliate with whom the Executive dealt during the twelve (12) months
immediately prior to the termination of the Executive’s employment with the Employer (however caused) for the purposes of (a) causing
or trying to cause such client or customer to cease doing business with the Employer or to reduce such business with the Employer
or an affiliate by diverting it elsewhere or (b) providing products or services that are the same as or competitive with the business
of the Employer or an affiliate in the area of facilitating the exchange of industrial equipment; or



 


		ii.	seek in any way to solicit, engage, persuade or entice, or attempt to solicit, engage, persuade
or entice any employee of the Employer or an affiliate, to leave his or her employment with the Employer or affiliate,





 


The “Applicable Period”
means twelve (12) months following termination, regardless of the reason for such termination or the party effecting it.


 


		16.	NON-COMPETITION



 


The Executive agrees
that, without the prior written consent of the Employer, the Executive will not, directly or indirectly, in a capacity
similar to that of the Executive with the Employer, carry on, be engaged in, be concerned with or interested in, perform
services for, or be employed in a business which is the same as or competitive with the business of the Employer in the area
of facilitating the exchange of industrial equipment, or in the area of the buying, selling or auctioning of industrial
equipment, either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee,
officer or shareholder. The foregoing restriction will be in effect for a period of twelve (12) months following the
termination of the Executive’s employment, regardless of the reason for such termination or the party effecting it,
within the geographical area of Canada and the United States.


 


		17.	REMEDIES FOR
                                         BREACH OF RESTRICTIVE COVENANTS



 


		a.	The Executive acknowledges that the restrictions contained
in Sections 11.h.iii., 13, 14, 15 and 16 of this Agreement are, in view of the nature of the Employer’s business, reasonable
and necessary in order to protect the legitimate interests of the Employer and that any violation of those Sections would result
in irreparable injuries and harm to the Employer, and that damages alone would be an inadequate remedy.



 


		b.	The Executive hereby agrees that the Employer will be entitled
to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of
this Agreement and that the Employer will be entitled to its reasonable legal costs and expenses, including but not limited to
its attorneys’ fees, incurred in properly enforcing a provision of this Agreement.



 




    	 	 	Page 11 of 33



     

    

 


		c.	Nothing contained herein will be construed as a waiver of
any of the rights that the Employer may have for damages or otherwise.



 


		d.	The Executive and the Employer expressly agree that the provisions
of Sections 11.h.iii., 13, 14, 15, 16, and 23 of this Agreement will survive the termination of the Executive’s employment
for any reason.



 


		18.	GOVERNING LAW



 


This Agreement will
be governed by the laws of the Province of British Columbia.


 


		19.	SEVERABILITY



 


		a.	All sections, paragraphs and covenants contained in this
Agreement are severable, and in the event that any of them will be held to be invalid, unenforceable or void by a court of a competent
jurisdiction, such sections, paragraphs or covenants will be severed and the remainder of this Agreement will remain in full force
and effect.



 


		20.	ENTIRE AGREEMENT



 


		a.	This Agreement, including the Appendices, and any other documents
referenced herein, contains the complete agreement concerning the Executive’s employment by the Employer and will, as of
the date it is executed, supersede any and all other employment agreements between the parties.



 


		b.	The parties agree that there are no other contracts or agreements
between them, and that neither of them has made any representations, including but not limited to negligent misrepresentations,
to the other except such representations as are specifically set forth in this Agreement, and that any statements or representations
that may previously have been made by either of them to the other have not been relied on in connection with the execution of
this Agreement and are of no effect.



 


		c.	No waiver, amendment or modification of this Agreement or any covenant, condition or restriction
                                                                                herein contained will be valid unless executed in writing by the party to be charged therewith, with the exception of those
                                                                                modifications expressly permitted within this Agreement. Should the parties agree to waive, amend or modify any provision of
                                                                                this Agreement, such waiver, amendment or modification will not affect the enforceability of any other provision of this
                                                                                Agreement.



 


		21.	CONSIDERATION



 


		a.	The parties acknowledge and agree that this Agreement has
been executed by each of them in consideration of the mutual premises and covenants contained in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is acknowledged. The parties hereby waive any and all defenses
relating to an alleged failure or lack of consideration in connection with this Agreement.



 




    	 	 	Page 12 of 33



     

    

 


		22.	INTERPRETATION



 


Headings are included in
this Agreement for convenience of reference only and do not form part of this Agreement. Unless otherwise specified, all references
to “$” in this Agreement refer to Canadian dollars.


 


		23.	DISPUTE RESOLUTION



 


In the event of a dispute arising out of or
in connection with this Agreement, or in respect of any legal relationship associated with it or from it, which does not involve
the Employer seeking a court injunction or other injunctive or equitable relief to protect its business, confidential information
or intellectual property, that dispute will be resolved in strict confidence as follows:


 


		a.	Amicable Negotiation - The parties agree that, both during and
                                                                                                                     after the performance of their responsibilities under this Agreement, each of them will make bona fide efforts
                                                                                                                     to resolve any disputes arising between them via amicable negotiations;



 


		b.	Arbitration - If the parties have been unable to resolve
a dispute for more than 90 days, or such other period agreed to in writing by the parties, either party may refer the dispute
for final and binding arbitration by providing written notice to the other party. If the parties cannot agree on an arbitrator
within thirty (30) days of receipt of the notice to arbitrate, then either party may make application to the British Columbia
Arbitration and Mediation Society to appoint one. The arbitration will be held in Vancouver, British Columbia, in accordance with
the BCICAC’s Shorter Rules for Domestic Commercial Arbitration, and each party will bear its own costs, including one-half
share of the arbitrator’s fees.



 


		24.	ENUREMENT



 


		a.	The provisions of this Agreement will enure to the benefit
of and be binding upon the parties, their heirs, executors, personal legal representatives and permitted assigns, and related
companies.



 


		b.	This Agreement may be assigned by the Employer in its discretion,
in which case the assignee shall become the Employer for purposes of this Agreement. This Agreement will not be assigned by the
Executive.



 


		25.	EFFECT OF SECTION
                                         409A



 


		a.	Payments and benefits provided under or referenced in this
Agreement are intended to be designed in such a manner that they are either exempt from the application of, or comply with, the
requirements of, Section 409A of the U.S. Internal Revenue Code and the regulations issued thereunder (collectively, as in effect
from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention.
If, as of the date of the Executive’s termination, the Executive is a “specified employee” within the meaning
of Section 409A, then to the extent necessary to comply with Section 409A and to avoid the imposition of taxes and/or penalties
under Section 409A, payment to the Executive of any amount or benefit under this Agreement or any other Employer plan, program
or agreement that constitutes “nonqualified deferred compensation” under Section 409A and which under the terms of
this Agreement or any other Employer plan, program or arrangement would



 




    	 	 	Page 13 of 33



     

    

 


otherwise be payable as a result of and within
six (6) months following such termination shall be delayed, as provided under current regulatory requirements under Section 409A,
until the earlier of (i) five (5) days after the Employer receives notification of the Executive’s death or (ii) the first business
day ofthe seventh month following the date of the Executive’s termination.


 


		b.	Any payment or benefit under this Agreement or any other
Employer plan, program or agreement that is payable upon a termination of the Executive’s employment shall only be paid
or provided to the Executive upon a “separation from service” within the meaning of Section 409A. If the Executive
or the Employer determine that any payment, benefit, distribution, deferral election, or any other action or arrangement contemplated
by the provisions of this Agreement or any other Employer plan, program or agreement would, if undertaken or implemented, cause
the Executive to become subject to taxes and/or penalties under Section 409A, then such payment, benefit, distribution, deferral
election or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions
of this Agreement or other Employer plan, program or agreement will be deemed modified in order to provide the Executive with
the intended economic benefit and comply with the requirements of Section 409A.



 


		c.	Each payment made under this Agreement shall be treated as
a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series
of separate and distinct payments.



 


		d.	With regard to any provision
in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind
benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning
of Section 409A, (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year
shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (ii)
such payments shall be made on or before the last day of the calendar year following the calendar year in which the expense was
incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit.



 





	Dated this 19 day of November, 2015. 	 	 	 	 
	 	 	 	 	 
	Signed, Sealed and Delivered by	 	)	 	 
	RAMON MILLAN in the	 	)	 	 
	presence of:	 	)	 	 
	 	 	)	 	 
	/s/ Sandra Vivisa	 	)	 	/s/ Ramon Millan
	Name.	 	)	 	RAMON MILLAN
	 	 	)	 	 
	1011 Rhodes Villa	 	)	 	 
	Address	 	)	 	 
	 	 	)	 	 
	Delray Beach	 	)	 	 
	Address	 	)	 	 
	 	 	 	 	 
	Artist	 	)	 	 
	Occupation	 	)	 	 


 















    	 	 	Page 14 of 33



     

    

  





	RITCHIE BROS. AUCTIONEERS (CANADA) LTD.	 
	 	 
	Per: 	 	 
	 	Authorized Signatory	 







 




    	 	 	Page 15 of 33



     

    

 


APPENDIX
“A”


 


INDEMNITY
AGREEMENT


 


THIS
AGREEMENT executed on the 2 day of December, 2015.


 


BETWEEN:


 


RITCHIE BROS. AUCTIONEERS
INCORPORATED, a corporation amalgamated under the laws of Canada and having an office at 9500 Glenlyon Parkway, Burnaby, British
Columbia, V5J 0C6


 


(the “Corporation”)


 


AND:


 


RAMON MILLAN


 


(the “Indemnified
Party”)


 


WHEREAS:


 


		A.	The Indemnified Party:



 


		(a)	is or has been a director or officer of the Corporation,
or



 


		(b)	acts or has acted, at the Corporation’s request,
as a director or officer of, or in a similar capacity for, an Interested Corporation (as defined herein);



 


		B.	The Corporation acknowledges that the Indemnified Party,
by virtue of his acting as a director or officer of the Corporation or the Interested Corporation and in exercising business judgment,
making decisions and taking actions in furtherance of the business and affairs of any such corporation or entity may attract personal
liability;



 


		C.	The Indemnified Party has
agreed to serve or to continue to serve as a director or officer of the Corporation or the Interested Corporation subject to the
Corporation providing him with an indemnity against certain liabilities and expenses and, in order
to induce the Indemnified Party to serve and to continue to so serve, the Corporation has agreed to provide the indemnity herein;



 


		D.	The Corporation considers it desirable and in the best
interests of the Corporation to enter into this Agreement to set out the circumstances and manner in which the Indemnified Party
may be indemnified in respect of certain liabilities and expenses which the Indemnified Party may incur or sustain as a result
of the Indemnified Party so acting as a director or officer; and



 


		E.	The By-Laws of the Corporation contemplate that the Indemnified
Party may be so indemnified.



 


THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the Indemnified Party so agreeing to act and the mutual premises, promises and conditions herein (the receipt and sufficiency
of which is acknowledged by the Corporation), the parties agree as follows:


 




    	 	 	Page 16 of 33



     

    

 


ARTICLE 1


DEFINITIONS AND INTERPRETATION


 


		1.1	Definitions



 


In this Agreement unless
there is something in the subject matter or context inconsistent therewith, the following capitalized words will have the following
meanings:


 


		(a)	“CBCA” means the Canada Business Corporations
Act as amended or re-enacted.



 


		(b)	“Claim” means any action, cause of action,
suit, complaint, proceeding, arbitration, judgment, award, assessment, order, investigation, enquiry or hearing howsoever arising
and whether arising in law, equity or under statute, rule or regulation or ordinance of any governmental or administrative body.



 


		(c)	“Interested Corporation” means any subsidiary
of the Corporation or any other corporation, society, partnership, association, syndicate, joint venture or trust, whether incorporated
or unincorporated, in which the Corporation is, was or may at any time become a shareholder, creditor, member, partner or other
stakeholder.



 


		1.2	Interpretation



 


For the purposes of this Agreement, except as otherwise
provided:


 


		(a)	’‘this Agreement” means this Indemnity
Agreement as it may from time to time be supplemented or amended and in effect;



 


		(b)	all references in this Agreement to “Articles”,
“Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement;



 


		(c)	the words “herein”, “hereof’, “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;



 


		(d)	the headings are for convenience only and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;



 


		(e)	the singular of any term includes the plural, and vice versa, the use of any term is equally
                                                                                 applicable to any gender and, where applicable, a body corporate, the word “or” is not exclusive and the word
                                                                                 “including” is not limiting whether or not non-limiting language (such as “without limitation”
                                                                                 or “but not limited to” or words of similar import) is used with reference thereto;



 


		(f)	where the time for doing an act falls or expires on a day
other than a business day, the time for doing such act is extended to the next day which is a business day; and



 


		(g)	any reference to a statute is a reference to the applicable
statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force from time to time and
any statute or regulation that has the effect of supplementing or superseding such statute or regulation.



 




    	 	 	Page 17 of 33



     

    

 





ARTICLE
2


INDEMNITY


 


		2.1	Indemnities



 


		(a)	General Indemnity - Except as otherwise provided
herein, the Corporation agrees to indemnify and save the Indemnified Party harmless, to the fullest extent permitted by law, including
but not limited to that permitted under the CBCA, as the same exists on the date hereof or may hereafter be amended (but, in the
case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights
than permitted prior to such amendment) from and against any and an costs, charges, expenses, fees, losses, damages or liabilities
(including legal or other professional fees), without limitation, and whether incurred alone or jointly with others, which the
Indemnified Party may suffer, sustain, incur or be required to pay and which arise out of or in respect of any Claim which may
be brought, commenced, made, prosecuted or threatened against the Indemnified Party, the Corporation, the Interested Corporation
or any of the directors or officers of the Corporation or by reason of his acting or having acted as a director or officer of
the Corporation or Interested Corporation and any act, deed, matter or thing done, made or permitted by the Indemnified Party
or which the Indemnified Party failed or omitted to do arising out of, or in connection with the affairs of the Corporation or
Interested Corporation or the exercise by the Indemnified Party of the powers or the performance of the Indemnified Party’s
duties as a director or officer of the Corporation or the Interested Corporation including, without limitation, any and all costs,
charges, expenses, fees, losses, damages or liabilities which the Indemnified Party may suffer, sustain or reasonably incur or
be required to pay in connection with investigating, initiating, defending, appealing, preparing for, providing evidence in, instructing
and receiving the advice of counselor other professional advisor or otherwise, or any amount paid to settle any Claim or satisfy
any judgment, fine or penalty, provided, however, that the indemnity provided for in this Section 2.1 will only be available if:



 





		(i)	the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or the Interested
Corporation, as the case may be; and



 




		(ii)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party
had reasonable grounds for believing that his conduct was lawful.












 


		(b)	Indemnity in Derivative Claims etc. - in respect
of any action by or on behalf of the Corporation or the Interested Corporation to procure a judgment in its favour against the
Indemnified Party, in respect of which the Indemnified Party is made a party by reason of the Indemnified Party acting or having
acted as a director or officer of or otherwise associated with the Corporation or the Interested Corporation, the Corporation
will, with the approval of a court of competent jurisdiction, indemnify and save the Indemnified Party harmless against all costs,
charges and expenses reasonably incurred by the Indemnified Party in connection with such action to the same extent as provided
or in Section 2.1 provided the Indemnified Party fulfils the conditions set out in Section 2.1(a)(i) and 2.1(a)(ii) above.



 


		(c)	Indemnity as of Right - notwithstanding anything herein, the Corporation will indemnify
                                                                                 and save the Indemnified Party harmless in respect of all costs, charges and expenses reasonably incurred by him in
                                                                                 connection with the defence of any civil, criminal,



 




    	 	 	Page 18 of 33



     

    

 


administrative or investigative action or proceeding
to which the Indemnified Party is subject because of his acting or having acted as a director or officer of or otherwise associated
with the Corporation or the Interested Corporation, if the Indemnified Party:


 


		(i)	was not judged by a court of competent jurisdiction to have committed any fault or omitted to
                                                                               do anything that the individual ought to have done; and



 


		(ii)	fulfils the conditions set out in Section 2.1(a)(i) and
2.1(a)(ii) above.



 


		(d)	Incidental Expenses - except to the extent such costs, charges, expenses, fees or
                                                                                 liabilities are paid by an Interested Corporation, the Corporation will pay or reimburse the Indemnified Party for reasonable
                                                                                 travel, lodging or accommodation costs, charges or expenses paid or incurred by or on behalf of the Indemnified Party in
                                                                                 carrying out his duties as a director or officer of the Corporation or the Interested Corporation, whether or not incurred in
                                                                                 connection with any Claim.



 


		2.2	Specific Indemnity
                                         for Statutory Obligations



 


Without limiting the generality
of Section 2.1 hereof, the Corporation agrees, to the extent permitted by law, that the indemnities provided herein will include
all costs, charges, expenses, fees, fines, penalties, losses, damages or liabilities arising by operation of statute, rule, regulation
or ordinance and incurred by or imposed upon the Indemnified Party in relation to the affairs of the Corporation or the Interested
Corporation by reason of the Indemnified Party acting or having acted as a director or officer thereof, including but not limited
to, any statutory obligations or liabilities that may arise to creditors, employees, suppliers, contractors, subcontractors, or
any government or agency or division of any government, whether federal, provincial, state, regional or municipal.


 


		2.3	Taxation



 


Without limiting the generality
of Section 2.1 hereof, the Corporation agrees that the payment of any indemnity to or reimbursement of the Indemnified Party hereunder
will include any amount which the Indemnified Party may be required to pay on account of applicable income, goods or services or
other taxes or levies arising out of the payment of such indemnity or reimbursement such that the amount received by or paid on
behalf of the Indemnified Party, after payment of any such taxes or other levies, is equal to the amount required to pay and fully
indemnify the Indemnified Party for such costs, charges, expenses, fees, losses, damages or liabilities, provided however that
any amount required to be paid with respect to such taxes or other levies will be payable by the Corporation only upon the Indemnified
Party remitting or being required to remit any amount payable on account of such taxes or other levies.


 


		2.4	Partial Indemnification



 


If the Indemnified Party
is determined to be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion
of the costs, charges, expenses, fees, losses, damages or liabilities incurred in respect of any Claim but not for the total amount
thereof, the Corporation will nevertheless indemnify the Indemnified Party for the portion thereof to which the Indemnified Party
is determined to be so entitled.


 


		2.5	Exclusions to
                                         Indemnity



 


The Corporation will not be obligated
under this Agreement to indemnify or reimburse the Indemnified Party:


 




    	 	 	Page 19 of 33



     

    

 


		(a)	in respect to which the Indemnified Party may not be relieved
of liability under the CBCA or otherwise at law; or



 


		(b)	to the extent that Section 16 of the U.S. Securities
Exchange Act of 1934 is applicable to the Corporation, for expenses or the payment of profits arising from the purchase and
sale by the Indemnified Party of securities in violation of Section 16(b) of the U.S. Securities Exchange Act of 1934,
as amended, or any similar successor statute; or



 


		(c)	with respect to any Claims initiated or brought voluntarily
by the Indemnified Party without the written agreement of the Corporation, except with respect to any Claims brought to establish
or enforce a right under this Agreement or any other statute, regulation, rule or law.



 


ARTICLE 3


CLAIMS AND PROCEEDINGS WHICH MAY GIVE RISE TO INDEMNITY


 


		3.1	Notices of the
                                         Proceedings



 


The Indemnified Party
will give notice, in writing, to the Corporation forthwith upon the Indemnified Party being served with any statement of claim,
writ. notice of motion, indictment, subpoena, investigation order or other document commencing, threatening or continuing any Claim
involving the Corporation or the Interested Corporation or the Indemnified Party which may give rise to a claim for indemnification
under this Agreement, and the Corporation agrees to notify the Indemnified Party, in writing, forthwith upon it or any Interested
Corporation being served with any statement of claim, writ, notice of motion, indictment. subpoena, investigation order or other
document commencing or continuing any Claim involving the Indemnified Party. Failure by the Indemnified Party to so notify the
Corporation of any Claim will not relieve the Corporation from liability hereunder except to the extent that the failure materially
prejudices the Corporation or Interested Corporation.


 


		3.2	Subrogation



 


Promptly after receiving notice of any
Claim or threatened Claim from the Indemnified Party, the Corporation may, and upon the written request of the Indemnified
Party will, promptly assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is
reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in respect of the Claim. If the
Corporation assumes conduct of the defence on behalf of the Indemnified Party, the Indemnified Party hereby consents to the
conduct thereof and of any action taken by the Corporation, in good faith, in connection therewith and the Indemnified Party
will fully cooperate in such defence including, without limitation, the provision of documents, attending examinations for
discovery, making affidavits, meeting with counsel, testifying and divulging to the Corporation all information reasonably
required to defend or prosecute the Claim.


 


		3.3	Separate Counsel



 


In connection with any
Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will have the
right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof but the fees and
disbursements of such counsel will be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled
to claim from the Corporation) unless:


 




    	 	 	Page 20 of 33



     

    

 


		(a)	the Indemnified Party reasonably determines that there
are legal defences available to the Indemnified Party that are different from or in addition to those available to the Corporation
or the Interested Corporation, as the case may be, or that a conflict of interest exists which makes representation by counsel
chosen by the Corporation not advisable;



 


		(b)	the Corporation has not assumed the defence of the Claim
and employed counsel therefor reasonably satisfactory to the Indemnified Party within a reasonable period of time after receiving
notice thereof; or



 


		(c)	employment of such other counsel has been authorized by
the Corporation;



 


in which event the reasonable
fees and disbursements of such counsel will be paid by the Corporation, subject to the terms hereof.


 


		3.4	No Presumption as to Absence of Good Faith



 


Unless a court of competent jurisdiction
otherwise has held or decided that the Indemnified Party is not entitled to be indemnified hereunder, in full or in part, the determination
of any Claim by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not,
of itself, create any presumption for the purposes of this Agreement that the Indemnified Party is not entitled to indemnity hereunder.


 


		3.5	Settlement of Claim



 


No admission of liability and no
settlement of any Claim in a manner adverse to the Indemnified Party will be made without the consent of the Indemnified
Party, such consent not to be unreasonably withheld. No admission of liabiIity will be made by the Indemnified Party without
the consent of the Corporation and the Corporation will not be liable for any settlement of any Claim made without its
consent, such consent not to be unreasonably withheld.


 


ARTICLE
4


INDEMNITY
PAYMENTS, ADVANCES AND INSURANCE


 


		4.1	Court Approvals



 


If the payment of an indemnity hereunder
requires the approval of a court under the provisions of the Canada Business Corporations Act or otherwise, either of the
Corporation or, failing the Corporation, the Indemnified Party may apply to a court of competent jurisdiction for an order approving
the indemnity of the Indemnified Party pursuant to this Agreement.


 


		4.2	Advances



 


		(a)	If the Board of Directors of the Corporation has determined,
in good faith and based on the representations made to it by the Indemnified Party, that the Indemnified Party is or may to be
entitled to indemnity hereunder in respect of any Claim, the Corporation will, at the request of the Indemnified Party, either
pay such amount to or on behalf of the Indemnified Party by way of indemnity or, if the Board of Directors is unwilling to pay
or is unable to determine if it is entitled to pay that amount by way of indemnity, then the Corporation will advance to the Indemnified
Party sufficient funds, or arrange to pay on behalf of or reimburse the Indemnified Party any costs, charges, expenses, retainers
or legal fees incurred or paid by the Indemnified Party in respect to such Claim.



 




    	 	 	Page 21 of 33



     

    

 


		(b)	Any advance made by the Corporation
under Section 4.2(a) will be treated as a loan to the Indemnified Party, pending approval by the Board of Directors of the payment
thereof as an indemnity and advanced to or for the benefit of the Indemnified Party on such terms and conditions as the Board
of Directors may prescribe which may include interest, the provision of security or a guarantee or indemnity therefor. Notwithstanding
the generality of the foregoing, the terms of any such advance will provide that in the event it is ultimately determined by a
court of competent jurisdiction that the Indemnified Party is not entitled to be indemnified in respect of any amount for which
an advance was made, or that the Indemnified Party is not entitled to be indemnified for the full amount advanced, or the Indemnified
Party has received insurance or other compensation or reimbursement payments from any insurer or third party in respect of the
same subject matter, such advance, or the appropriate portion thereof, will be repaid to
the Corporation, on demand.



 


		4.3	Other Rights and Remedies Unaffected



 


The indemnification
and payment provided in this Agreement will not derogate from or exclude and will incorporate any other rights to which the
Indemnified Party may be entitled under any provision of the CBCA or otherwise at law, the Articles or By-Laws of the
Corporation, the constating documents of any Interested Corporation, any applicable policy of insurance, guarantee or
third-party indemnity, any vote of shareholders of the Corporation, or otherwise, both as to matters arising out of his
capacity as a director or officer of the Corporation, an Interested Corporation, or as to matters arising out of any other
capacity in which the Indemnified Party may act for or on behalf of or be associated with the Corporation or the Interested
Corporation.


 


		4.4	Insurance



 


The Corporation will, to
the extent permitted by law, purchase and maintain, or cause to be purchased and maintained, for so long as the Indemnified Party
remains a director or officer of the Corporation or the Interested Corporation, and for a period of six (6) years thereafter, insurance
for the benefit of the Indemnified Party (or a rider, extension or modification of such policy to extend the time within which
a Claim would be required to be reported by the Indemnified Party under such policy after the Indemnified Party has ceased to be
a director or officer) on terms no less favourable than the maximum coverage in place while the Indemnified Party served as a director
or officer of the Corporation or as the Corporation maintains in existence for its then serving directors and officers and provided
such insurance or additional coverage is available on commercially reasonable terms and premiums therefor.


 


		4.5	Notification of Transactions



 


The Corporation will
immediately notify the Indemnified Party upon the Corporation entering into or resolving to carry out any arrangement, amalgamation,
winding-up or any other transaction or series of transactions which may result in the Corporation ceasing to exist as a legal entity
or substantially impairing its ability to fulfill its obligations hereunder and, in any event, will give written notice not less
than 21 days prior to the date on which such transaction or series of transactions are expected to be carried out or completed.


 


		4.6	Arrangements to Satisfy Obligations Hereunder



 


The Corporation will not carry out or complete any
transaction contemplated by Section 4.5, unless and until the Corporation has made adequate arrangements, satisfactory to the
Indemnified Party, acting reasonably, to fulfill its obligations hereunder, which arrangements may include, without
limitation, the assumption of any liability hereunder by any successor to the assets or business of the Company or the
prepayment of any premium for any insurance contemplated in Section 4.4.


 






    	 	 	Page 22 of 33



     

    

 


		4.7	Payments or Compensation from Third Parties



 


The Indemnified
Party, before claiming indemnification or reimbursement under this Agreement, will use reasonable efforts to make claims
under any applicable insurance policy or arrangements maintained or made available by the Corporation or the Interested
Corporation in respect of the relevant matter. If the Indemnified Party receives any payment under any insurance policy or
other arrangements maintained or made available by the Corporation or the Interested Corporation in respect of any costs,
charges, expenses, fees, damages or liabilities which have been paid to or on behalf of the Indemnified Party by the
Corporation pursuant to indemnification under this Agreement, the Indemnified Party will pay back to the Corporation an
amount equal to the amount so paid to or on behalf of the Indemnified Party by the Corporation.


 


ARTICLE 5


GENERAL


 


		5.1	Company and Indemnified Party to Cooperate



 


The Corporation and the Indemnified Party
will, from time to time, provide such information and cooperate with the other, as the other may reasonably request, in respect
of all matters hereunder.


 


		5.2	Effective Time



 


This Agreement will be deemed to have effect
as and from the first date upon which the Indemnified Party was appointed or elected as a director or officer of the Corporation
or the Interested Corporation, notwithstanding the date of actual execution of this Agreement by the parties hereto.


 


		5.3	Extensions, Modifications



 


This Agreement is
absolute and unconditional and the obligations of the Corporation will not be affected, discharged, impaired, mitigated or
released by the extension of time, indulgence or modification which the Indemnified Party may extend or make with any person
regarding any Claim against the Indemnified Party or in respect of any liability incurred by the Indemnified Party in acting
as a director or officer of the Corporation or an Interested Corporation.


 


		5.4	Insolvency



 


The liability of the Corporation under this
Agreement will not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Indemnified
Party in any bankruptcy, insolvency, receivership or other similar proceeding of creditors.


 


		5.5	Multiple Proceedings



 


No action or proceeding brought or instituted under this
Agreement and no recovery pursuant thereto will be a bar or defence to any further action or proceeding which may be brought under
this Agreement.


 




    	 	 	Page 23 of 33



     

    

 


		5.6	Modification



 


No modification of this
Agreement will be valid unless the same is in writing and signed by the Corporation and the Indemnified Party.


 


		5.7	Termination



 


The obligations of
the Corporation will not terminate or be released upon the Indemnified Party ceasing to act as a director or officer of the
Corporation or the Interested Corporation at any time or times unless, in acting as a director or officer of an Interested
Corporation, the Indemnified Party is no longer doing so at the request or on behalf of the Corporation. Except as otherwise
provided, the Corporation’s obligations hereunder may be terminated or released only by a written instrument executed
by the Indemnified Party.


 


		5.8	Notices



 


Any notice to be given
by one party to the other will be sufficient if delivered by hand, deposited in any post office in Canada, registered, postage
prepaid, or sent by means of electronic transmission (in which case any message so transmitted will be immediately confirmed in
writing and mailed as provided above), addressed, as the case may be:


 


(a)          To
the Corporation:


 


9500 Glenlyon Parkway


Burnaby, British Columbia


V5JOC6


 


Attention: Corporate Secretary


Facsimile:
(778) 331-5501


 


(b)          To
the Indemnified Party:


 





	1011 Rhodes Villa Avenue	 
	Address	 
	 	 
	 Delray Beach, FL 33483	 
	 33483	 
	 	 
	 	 
	ramon.millanp@yahoo.com	 
	E-mail	 







 


or at such other address of which notice is
given by the parties pursuant to the provisions of this section. Such notice will be deemed to have been received when delivered,
if delivered, and if mailed, on the fifth business day (exclusive of Saturdays, Sundays and statutory holidays) after the date
of mailing.


 


Any notice sent
by means of electronic transmission will be deemed to have been given and received on the day it is transmitted, provided that
if such day is not a business day then the notice will be deemed to have been given and received on the next business day following.
In case of an interruption of the postal


 




    	 	 	Page 24 of 33



     

    

 


service,
all notices or other communications will be delivered or sent by means of electronic transmission as provided above, except that
it will not be necessary to confirm in writing and mail any notice electronically transmitted.


 


		5.9	Governing Law



 


This Agreement
will be governed by and construed in accordance with the laws of the Province of British Columbia and all disputes arising under
this Agreement will be referred to and the parties hereto irrevocably attorn to the jurisdiction
of the courts of British Columbia.


 


		5.10	Further Assurances



 


The Corporation and the Indemnified Party agree
that they will do all such further acts, deeds or things and execute and deliver all such further documents or instruments as may
be necessary or advisable for the purpose of assuring and conferring on the Indemnified Party the rights hereby created or intended,
and of giving effect to and carrying out the intention or facilitating the performance of the terms of this Agreement or to evidence
any loan or advance made pursuant to Section 4.2 hereof.


 


		5.11	Invalid Terms Severable



 


If
any term, clause or provision of this Agreement will be held to be invalid or contrary to law, the validity of any other term,
clause or provision will not be affected and such invalid term, clause or provision will be considered
severable and the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law.


 


		5.12	Binding Effect



 


All
of the agreements, conditions and terms of this Agreement will extend to and be binding
upon the Corporation and its successors and assigns and will enure to the benefit of and may be enforced by the Indemnified
Party and his heirs, executors, administrators and other legal representatives, successors and assigns. This Agreement
amends, modifies and supersedes any previous agreements between the parties hereto relating to the subject matters
hereof.


 


		5.13	Independent Legal Advice



 


The Indemnified Party acknowledges
having been advised to obtain independent legal advice with respect to entering into this Agreement, has obtained such independent
legal advice or has expressly determined not to seek such advice, and that is entering into this Agreement with full knowledge
of the contents hereof, of the Indemnified Party’s own free will and with full capacity and authority to do so.


 


		5.14	Extension of Agreement to Additional Interested Corporation



 


This Agreement will be deemed to
extend and apply, without any further act on behalf of the Corporation or the Indemnified Party, or amendment hereto, to any corporation
society, partnership, association, syndicate, joint venture or trust which may at any time become an Interested Corporation (but,
for greater certainty, not with respect to Other Entities) and the Indemnified Party will be deemed to have acted or be acting
at the Corporation’s or an Interested Corporation’s request upon his being first appointed or elected as a director or officer
of an Interested Corporation if then serving as a director or officer of the Corporation.


 




    	 	 	Page 25 of 33



     

    




 


IN WITNESS WHEREOF the Corporation and
the Indemnified Party have hereunto set their hands and seals as of the day and year firs above written.





 


	THE CORPORATE SEAL OF RITCHIE	)	 
	BROS. AUCTIONEERS	)	 
	INCORPORATED was hereunto affixed in.	)	C/S 
	 	)	 
	 	 	)	 
	 	 	)	 
	 	 	)	 
	By	/s/ Darren Watt	)	 
	 	Name:  Darren Watt	 	 
	 	Title :  Corporate Secretary	 	 


 


 


	SIGNED, SEALED AND DELIVERED by	)	 
	RAMON MILLAN in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Sandra Vivisa	)	/s/ Ramon Millan
	Signature	)	RAMON MILLAN
	 	)	 
	Sandra Vivisa	)	 
	Print Name	)	 
	 	)	 
	1011 Rhodes Villa	)	 
	Address	)	 
	 	)	 
	Artist	)	 
	Occupation	)	 


 






    	 	 	Page 26 of 33



     


    

 



 


 


APPENDIX “B”


 


CHANGE
OF CONTROL AGREEMENT


 


THIS AGREEMENT executed
on the 2nd day of December, 2015.


 


BETWEEN


 


RITCHIE BROS.
AUCTIONEERS (CANADA) LTD., 


a corporation incorporated under the laws of Canada, and having an
office at 9500


Glenlyon Parkway, Burnaby, British Columbia, V5J OC6


 


(the “Company”)


 


AND:


 


RAMON MILLAN


 


(the “Executive”)


 


WITNESSES THAT WHEREAS:


 


A.         The Executive is an
executive of the Company and the Parent Company (as defined below) and is considered by the Board of Directors of the Parent Company
(the “Board”) to be a vital employee with special skills and abilities, and will be well-versed in knowledge of the Company’s
business and the industry in which it is engaged;


 


B.         The Board recognizes
that it is essential and in the best interests of the Company and its shareholders that the Company retain and encourage the Executive’s
continuing service and dedication to his office and employment without distraction caused by the uncertainties, risks and potentially
disturbing circumstances that could arise from a possible change in control of the Parent Company;


 


C.        
The Board further believes that it is in the best interests of the Company and its shareholders, in the event of a change of
control of the Parent Company, to maintain the cohesiveness of the Company’s senior management team so as to ensure a
successful transition, maximize shareholder value and maintain the performance of the Company;


 


D.         The Board further
believes that the service of the Executive to the Company requires that the Executive receive fair treatment in the event of a
change in control of the Parent Company; and


 


E.         In order to induce the Executive to remain
in the employ of the Company notwithstanding a possible change of control, the Company has agreed to provide to the Executive certain
benefits in the event of a change of control.


 


NOW THEREFORE in consideration of the premises and the
covenants herein contained on the part of the parties hereto and in consideration of the Executive continuing in office and in
the employment of the Company, the Company and the Executive hereby covenant and agree as follows:


 




    	 	 	Page 27 of 33



     

    

 


		1.	Definitions



 


In this Agreement,


 


(a)          “Agreement”
means this agreement as amended or supplemented in writing from time to time;


 


(b)          “Annual
Base Salary” means the annual salary payable to the Executive by the Company from time to time, but excludes any bonuses and
any director’s fees paid to the Executive by the Company;


 


(c)          “STI
Bonus” means the annual at target short-term incentive bonus the Executive is eligible to earn under the Employment Agreement,
in accordance with the short-term incentive bonus plan;


 


(d)          “Change
of Control” means:


 





		(i)	a Person, or group of Persons acting jointly or in concert, acquiring or accumulating beneficial ownership of more than
                                                             50% of the Voting Shares of the Parent Company;



 


		(ii)	a Person, or Group of Persons acting jointly or in concert, holding at least 25% of the Voting Shares of the Parent Company
and being able to change the composition of the Board of Directors by having the Person’s, or Group of Persons’, nominees elected
as a majority of the Board of Directors of the Parent Company;



 


		(iii)	the arm’s length sale, transfer, liquidation or other disposition of all or substantially all of the assets of the Parent Company,
over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by
plan of arrangement; or



 


		(iv)	a reorganization,
                                         merger or consolidation or sale or other disposition of substantially all the assets
                                         of the Company (a “Business Combination”), unless following such Business
                                         Combination the Parent Company beneficially owns all or substantially all of the Company’s
                                         assets either directly or through one or more subsidiaries








 


(e)          “Date
of Termination” means the date when the Executive ceases to actively provide services to the Company, or the date when the
Company instructs him to stop reporting to work;


 


(f)          “Employment
Agreement” means the employment agreement between the Company and the Executive dated November 19, 2015;


 


(g)          “Good
Reason” means either:


 





		(i)	Good Reason as defined in the Employment Agreement; or



 


		(ii)	the failure of the Company to obtain from a successor to all or substantially all of the business or assets of the Parent Company,
the successor’s agreement to continue to employ the Executive on substantially similar terms and conditions as contained in the
Employment Agreement;








 


(h)          “Cause”
has the meaning defined in the Employment Agreement.  


 


(i)          “Parent
Company” means Ritchie Bros. Auctioneers Incorporated. 


 




    	 	 	Page 28 of 33



     

    

 





(j)          “Person”
includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative and any
national, provincial, state or municipal government; and


 


(k)          “Voting
Shares” means any securities of the Parent Company ordinarily carrying the right to vote at elections for directors of the
Board, provided that if any such security at any time carries the right to cast more than one vote for the election of directors,
such security will, when and so long as it carries such right, be considered for the purposes of this Agreement to constitute and
be such number of securities of the Parent Company as is equal to the number of votes for the election of directors that may be
cast by its holder.


 


		2.	Scope
                                         of Agreement



 


(a)          The
parties intend that this Agreement set out certain of their respective rights and obligations
in certain circumstances upon or after Change of Control as set
out in this Agreement.


 


(b)          This
Agreement does not purport to provide for any other terms of the Executive’s employment with the Company or to contain the parties’
respective rights and obligations on the termination of the Executive’s employment with the Company in circumstances other than
those upon or after Change of Control as set out in this Agreement.


 


(c)          Where
there is any conflict between this Agreement and (i) the Employment Agreement, or (ii) a Company plan or policy relating to compensation
or executive programs, the terms of this Agreement will prevail.


 


		3.	Compensation Upon
                                         or After Change of Control



 


(a)          If
the Executive’s employment with the Company is terminated (i) by the Company without Cause
upon a Change of Control or within two years following a Change of Control; or (ii) by the Executive for Good Reason upon a Change
of Control or within one (1) year following a Change of Control:


 


(i)          the
Company will pay to the Executive a lump sum cash amount equal to the aggregate of:






 






		A.	one and one-half (1.5) times
Base Salary;



 


		B.	one and one-half (1.5) times at-target STI Bonus;



 


		C.	one and one-half (1.5) times the annual premium cost
that would be incurred by the Company to continue to provide to the Executive all health, dental and life insurance benefits provided
to the Executive immediately before the Date of Termination;



 


		D.	the earned and unpaid Base Salary and vacation pay to
the Date of Termination; and



 


		E.	an amount calculated by dividing by 365 the Executive’s target bonus WIder the STI
                                                                                Bonus for the fiscal year in which the Date of Termination occurs, and multiplying that number by the number of days completed
                                                                                in the fiscal year as of the Date of Termination.













 




    	 	 	Page 29 of 33



     

    

 





		(ii)	the Executive will continue to have all rights under the Stock Option Plan of the Company adopted by the Board as of
                                                                 July                                                                  31, 1997 and amended and re-stated as of April 13, 2007
                                                                 (the “Option Plan”), and under option agreements entered
                                                                 into in accordance with the Option Plan, with respect to options granted on or before the Date of Termination (including any
                                                                 options granted upon the commencement of employment as part of any sign-on grant), as if the Executive’s employment
                                                                 had                                                                  been terminated by the Company without cause; and



 


		(iii)	the Executive will continue to have all rights held by the Executive pursuant to the Company’s Performance Share Unit Plan
(the “PSU Plan”), and under any and all grant agreements representing performance share units granted under the PSU Plan,
granted on or before the Change of Control.



 


		(b)	All amounts payable pursuant to this section 3 are
subject to required statutory deductions and withholdings.



 


		(c)	No such payment pursuant to this Section 3 shall be made
unless the Executive signs within sixty (60) days of the Termination Date and does not revoke a full and general release (the
“Release”) of any and all claims that the Executive has against the Company or its affiliates and such entities’
past and then current officers, directors, owners, managers, members, agents and employees relating to all matters, in form and
substance satisfactory to the Company, provided, however, that the payment shall not occur prior to the effective date of the
Release, provided further that if the maximum period during which Executive can consider and revoke the release begins in one
calendar year and ends in another calendar year, then such payment shall not be made until the first payroll date occurring after
the later of (A) the last day of the calendar year in which such period begins, and (B) the date on which the Release becomes
effective.



 


		4.	Binding on Successors



 


		(a)	The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company,
by agreement in favour of the Executive and in form and substance satisfactory to the Executive, to expressly assume and agree
to perform all the obligations of the Company under this Agreement that would be required to be observed or performed by the Company
pursuant to section 3. As used in this Agreement, “Company” means the Company and any successor to its business or
assets as aforesaid which executes and delivers the agreement provided for in this section or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.



 


		(b)	This Agreement will enure to the benefit of and be enforceable
by the Executive’s successors and legal representatives but otherwise it is not assignable by the Executive.



 


		5.	No Obligation to
                                         Mitigate; No Other Agreement



 


		(a)	The Executive is not required
to mitigate the amount of any payment or benefit provided for in this Agreement, or any damages resulting from a failure of the
Company to make any such payment or to provide any such benefit, by seeking other employment,
taking early retirement, or otherwise, nor, except as expressly provided in this Agreement, will the amount of any payment provided
for in this Agreement be reduced by any compensation earned by the Executive as a result
of taking early retirement, employment by another employer after termination or otherwise.



 




    	 	 	Page 30 of 33



     

    

 


		(b)	The Executive represents and warrants to the Company that
the Executive has no agreement or understanding with the Company in respect of the subject matters of this Agreement, except as
set out in this Agreement.



 


		6.	Exhaustive Compensation



 


The
Executive agrees with and acknowledges to the Company that the compensation provided for under section 3 of this Agreement is
all the compensation payable by the Company to the Executive in relation to a Change of Control, or his termination from employment
upon or subsequent to a Change of Control, under the circumstances provided for in
this Agreement. The
Executive further agrees and acknowledges that in the event of payment under section 3 of this Agreement, he will not be entitled
to any termination payment under the Employment Agreement.


 


		7.	Amendment
                                         and Waiver



 


No
amendment or waiver of this Agreement will be binding unless executed in writing by the parties to be bound by this Agreement.


 


		8.	Choice
                                         of Law



 


This
Agreement will be governed and interpreted in accordance with the laws of the Province of British Columbia, which will be the
proper law hereof. All disputes and claims will be referred to the Courts of the Province of British Columbia, which will have
jurisdiction, but not exclusive jurisdiction, and each party hereby submits to the non-exclusive jurisdiction of such courts.


 


		9.	Severability



 


If
any section, subsection or other part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
such invalid or unenforceable section, subsection or part will be severable and severed from this
Agreement, and the remainder of this Agreement will
not be affected thereby but remain in full force and effect.


 


		10.	Notices



 


Any
notice or other communication required or permitted to be given hereunder must be in writing and given by facsimile or other means
of electronic communication, or by hand-delivery, as hereinafter provided. Any such notice or other communication, if sent by
facsimile or other means of electronic communication or by hand delivery, will be deemed to have been received at the time it
is delivered to the applicable address noted below either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by
this section. Notices and other communications will be addressed as follows:





 




    	 	 	Page 31 of 33



     

    

 





		(a)	if to the Executive:



 


Ramon Millan


 


	 	 	 
	 	Address	 
	 	1011 Rhodes Villa Avenue	 
	 	Delray Beach FC 33483	 
	 	ramon.millanp@yahoo.com	 
	 	E-mail	 


 


		(b)	if to the Company:



 


9500 Glenlyon Parkway


Burnaby, British Columbia V5J 0C6


Attention: Corporate Secretary


Facsimile: (778) 331-5501


 


		11.	Copy of Agreement



 


The Executive hereby acknowledges receipt of a copy of this
Agreement executed by the Company.


 


	RITCHIE BROS. AUCTIONEERS	 
	(CANADA) LTD.	 
	 	 	 
	By:	/s/ Darren Watt	 
	 	 	 
	Name:  	Darren Watt	 


 






    	 	 	Page 32 of 33



     

    

 





 


	SIGNED, SEALED AND DELIVERED by	)	 
	RAMON MILLAN in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Sandra Vivisa	)	/s/ Ramon Millan
	Signature	)	RAMON MILLAN
	 	)	 
	Sandra Vivisa	)	 
	Print Name	)	 
	 	)	 
	1011 Rhodes Villa	)	 
	Address	)	 
	 	)	 
	Artist	)	 
	Occupation	)	 


 










 



    	 	 	Page 33 of 33