Exhibit 10.26


 


EMPLOYMENT
AGREEMENT


 


Between:


 


TODD
WOHLER


 


(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 is conditional on the Executive obtaining
                                         authorization and documentation to legally work in Canada (“Work Authorization”)
                                         within 4 months after execution of this Agreement. 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, such Work Authorization. During the period after
                                         the Commencement Date but prior to issuance of the Work Authorization, the Executive
                                         shall provide services under this Agreement from the Executive’s home office in
                                         Rockbridge Baths, Virginia, USA. Within 2 weeks of issuance of the Work Authorization
                                         the Executive shall relocate to Vancouver.



 


If
the Executive is unable to obtain the Work Authorization within 4 months after execution of this Agreement, or if the
Executive is subsequently unable to renew the 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
condition that the Executive’s employment under the US employment agreement will be for a fixed term of 15 months and
the Executive will cooperate with the Employer to obtain the 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 supercede the US employment agreement.


 




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		c.	The
                                         Executive will be employed in the position of Chief Human Resources Officer, 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 Work Authorization as described in section l.b above,
                                         the Executive’s employment with the Employer will commence on March 1, 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.



 


		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, provided however that the
                                         Employer acknowledges and agrees that the Executive shall be permitted to continue as
                                         a director and Chair of the Human Resources Committee of IntraHealth International.



 




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		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	 	
	Element	 	$US
	 	 	 
	Annual Base Salary	 	$390,000
    (the “Base Salary”)
	 	 	 
	Annual Short-Term	 	50%
    of Base Salary at Target (the “STI Bonus”)
	Incentive	 	(0%
    - 200% of Base Salary 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 2016.


 


		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.	33%
                                         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;



 


		ii.	33%
                                         in restricted share units, with cliff vesting on the third anniversary of the grant date.



 


		iii.	33%
                                         in performance share units, vesting on the third anniversary of the grant date based
                                         on meeting pre-established performance criteria (currently based on EBITDA and ROIC targets),
                                         with the number of share units that ultimately vest ranging from 0% to 200% of target
                                         based on actual performance.



 


		c.	For
                                         2015, the Executive will receive an LTI Grant equal to 116% of the target annual LTI
                                         grant amount set forth above.



 


		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. As an exception, notwithstanding
                                         provisions to the contrary in the plan documents, any accelerated vesting upon a Change
                                         of Control will require both a Change of Control and the termination of employment without
                                         Cause or for Good Reason (i.e. acceleration will require a double-trigger).



 




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		e.	Notwithstanding
                                         any other provisions in this Agreement to the contrary, the Executive will be subject
                                         to any clawback/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 US group benefit plans,
                                         subject to the terms and conditions of said plans and the applicable policies of the
                                         Employer and applicable benefits providers. Subject to the Executive’s eligibility,
                                         such benefits will include, without limitation, United States medical coverage satisfying
                                         the minimum essential coverage requirements under the United States Patient Protection
                                         and Affordable Care Act, short-term and long-term disability coverage, and term life
                                         insurance.



 


		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 Executive 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.



 


		c.	The
                                         Employer will reimburse the Executive for up to $15,000 in 2015, and up to $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.



 




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		d.	The
                                         Executive will be provided with a car in accordance with the Employer’s standard
                                         practice and purchase limits.



 


		e.	The
                                         Executive shall be entitled to receive, during the first 12 months of the Term, a housing
                                         rental allowance in the amount of CAD$3,500 per month. The Executive shall also be entitled
                                         to reimbursement of moving costs in accordance with the Employer’s standard policy
                                         for executives. The Executive shall also be entitled to receive, payable upon completion
                                         of the Executive’s relocation to Vancouver, a special moving allowance equal to
                                         one month’s base salary.



 


Given
that the Executive is not a Canadian citizen, in the event of termination for any reason the Executive will be reimbursed for
any out-of-pocket costs related to the Executive’s relocation to Virginia.


 


		6.	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.



 


		7.	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.



 


		8.	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.



 


		9.	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”).



 




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		10.	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”)
and restricted share units (“RSUs”) granted pursuant to the RBA Pubco’s Performance Share Unit Plan (the “PSU
Plan”) and Restricted Share Unit Plan (the “RSU Plan”), respectively, and pursuant to any and all PSU and RSU
grant agreements, respectively, will be governed pursuant to the PSU Plan and RSU Plan, respectively.


 


		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 10 c., below, and the termination
                                         shall be regarded as a termination without Cause for purposes of the Option Plan, the
                                         PSU Plan, and the RSU 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, or (3) the inability or failure, for whatever reason, of the Executive
                                         to be able to work as needed periodically in British Columbia.



 




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		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 Term:



 


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



 


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



 


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



 


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



 


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 or RSUs will be as set forth in the PSU Plan and RSU Plan with respect to termination by the Executive.


 




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		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.



 


RSUs
and 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 (1) year of a change of control of RBA Pubco
                                         or the Employer, the Executive will have the rights set forth in the Change of Control
                                         Agreement attached as Appendix “B” 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 10 d. and except as limited by Section 10 h. (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 event of a payment under Section 10b. or Section 10 c. of this Agreement,
                                         the Executive will not be entitled to any other payment in connection with the termination
                                         of the Executive’s employment.



 




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		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.



 


		1.	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.



 


		11.	SHARE
                                         OWNERSHIP REQUIREMENTS



 


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



 


		12.	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.



 


		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.



 




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		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.



 


		13.	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).



 


		14.	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.



 


		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:



 




    	 	Page 10 of 33



     


    

  


		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.


 


		15.	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.


 


		16.	REMEDIES
                                         FOR BREACH OF RESTRICTIVE COVENANTS



 


		a.	The
                                         Executive acknowledges that the restrictions contained in Sections 10 h. iii., 12, 13,
                                         14 and 15 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.



 


		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 10 h. iii.,
                                         12, 13,14,15, and 22 of this Agreement will survive the termination of the Executive’s
                                         employment for any reason.



 




    	 	Page 11 of 33



     


    

  


		17.	GOVERNING
                                         LAW



 


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


 


		18.	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.



 


		19.	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. Notwithstanding the foregoing, the Employer may unilaterally
                                         amend the provisions of Section 11
                                         c. relating to provision of certain health benefits following
                                         termination of employment to the extent the Employer deems necessary to avoid the imposition
                                         of excise taxes, penalties or similar charges on the Employer or any of its Affiliates,
                                         including, without limitation, under Section 4980D of the U.S. Internal Revenue Code.



 


		20.	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.



 


		21.	INTERPRETATION



 


Headings
are included in this Agreement for convenience of reference only and do not form part of this Agreement.


 




    	 	Page 12 of 33



     


    




 


		22.	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.



 


		23.	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.



 


		24.	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 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 of
                                         the seventh month following the date of the Executive’s termination.



 




    	 	Page 13 of 33



     


    

  


		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.



 




    	 	Page 14 of 33



     


    

  


		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 6th
    day of January, 2015.	 	 
	 	 	 
	Signed, Sealed and Delivered by	)	 
	TODD WOHLER in the	)	 
	presence of:	)	 
	 	)	 
	Cassidy
    Knowles 	)	/s/ Todd
Wohler
	Name	)	TODD WOHLER
	 	)	 
	347 E.
    20th     Ave, Vancouver BC	)	 
	Address	)	 
	 	 )	 
	 	)	 
	 	)	 
	 	 )	 
	Executive
    Assistant 	)	 
	Occupation	)	 




 


RITCHIE
BROS. AUCTIONEERS (CANADA) LTD.


 


	Per:	 	 	 
	 	Authorized Signatory	 	 


 




    	 	Page 15 of 33



     


    

  


APPENDIX
“A”


 


INDEMNITY
AGREEMENT


 


THIS
AGREEMENT executed on the ___ day of January, 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:


 


TODD
WOHLER


 


(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 all 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 counsel or 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, 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:



 




    	 	Page 18 of 33



     


    

  


		(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 l6(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 liability 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
	 	 	V5J
0C6
	 	 	 
	 	 	Attention:
                                         Corporate Secretary
	 	 	Facsimile:
                                         (778) 331-5501






 


		(b)	To
                                         the Indemnified Party:



 


	Todd Wohler	 
	 	 
	 	 
	Address	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	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 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.


 




    	 	Page 24 of 33



     


    

  


		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 first
above written.


 


	THE CORPORATE SEAL OF RITCHIE	) 	 
	BROS. AUCTIONEERS	)	 
	INCORPORATED was hereunto
    affixed in	)	C/S 
	the presence of:	)	 
	 	)	 
	By:	/s/ Darren J. Watt	)	
	 	Name: Darren J. Watt	)	 
	 	Title: Corporate Secretary	)	 
	 		 
	SIGNED, SEALED AND DELIVERED by	)	 
	TODD WOHLER in the	)	 
	presence of:	)	 
	 	)	 
	/s/
    Cassidy
                                         Knowles 	) 	 
	Signature	)	/s/ Todd Wohler
	 	)	TODD WOHLER
	Cassidy
                                         Knowles



	)	 
	Print Name	)	 
	 	) 	 
	347
    E. 20th Ave, Vancouver BC	)	 
	Address	)	 
	 	)	 
	Executive
    Assistant 	)	 
	Occupation	)	 


 




    	 	Page 26 of 33



     


    

  


APPENDIX
“B”


 


CHANGE
OF CONTROL AGREEMENT


 


THIS
AGREEMENT executed on the ____ day of January, 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
0C6


 


(the
“Company”)


 


AND:


 


TODD
WOHLER


 


(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:


 


		1.	Definitions



 


In
this Agreement,


 




    	 	Page 27 of 33



     


    

  


		(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 ___, 2014;



 


		(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 under 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); 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 Restricted Share Unit Plan
                                         (the “RSU Plan”), and under any and all grant agreements representing performance
                                         share units and restricted share units granted under the PSU Plan and RSU Plan, respectively,
                                         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:
	 	 	 
	 	 	Todd Wohler
	 	 	 
	 	 	 	 
	 	 	Address	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	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	) 	 
	TODD WOHLER in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Cassidy Knowles 	)	/s/ Todd
Wohler
	Signature	)	 TODD WOHLER
	 	)	 
	Cassidy
    Knowles 	)	
	Print Name	)	
	 	)	 
	347 E.
    20th     Ave Vancouver, BC	)	 
	Address	)	 
	 	)	 
	Executive
    Assistant 	)	 
	Occupation	)	 


 




    	 	Page 33 of 33