Exhibit 10.36


 


EMPLOYMENT AGREEMENT


 


Between:


 


BECKY ALSETH


 


(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.
                                         It is expected that Executive relocates to Vancouver with-in 1 month of receiving the
                                         Work Authorization.



 


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, she will accept continued employment in Canada on the terms of this Agreement, which
will supersede the US employment agreement.


 




    Page 1 of 32 


     


    

 


		c.	The Executive will be employed in the position of Chief
                                         Marketing 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 1.b above, the Executive’s employment with the Employer
                                         will commence on or around March 1, 2016 (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 her 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.



 


		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.






 




    Page 2 of 32 


     


    

 


		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	 	US$335,000
    (the “Base Salary”)
	 	 	 
	Annual Short-Term	 	50%
    of Base Salary at Target (the “STI Bonus”)
	Incentive	 	(0% - 200% of STI Bonus at Target, based on actual performance)
	 	 	 
	Annual Long-Term	 	100%
    of Base Salary at Target (the “LTI Grant”)
	Incentive Grant	 	 
	 	 	 


 


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


 


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



 


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



 


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



 


		c.	Subject to the Executive providing consulting services to the Employer, pursuant to a
                                                                separate consulting agreement and commencing January 4, 2016, the Executive shall for 2016 receive one single LTI Grant equal
                                                                to 100% of the Target amount set forth in subsection 4.a. above. Such LTI Grant shall be made concurrently
with the LTI Grants given to other senior executives of the Employer in respect of 2016. In the absence of such consulting services,
the 2016 LTI grant shall be pro-rated to reflect the amount of time in 2016 that the Executive shall have been employed by the
Employer.






 




    Page 3 of 32 


     


    

  


		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 REA
Pubco.



 


		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 Oodd-Frank Wall Street Reform and the Consumer Protection Act, the listing requirements of any
                                                                national securities exchange on which common stock of REA Pubco is listed, or otherwise.



 


		f.	In the event of a restatement of the financial results of Ritchie Bros. Auctioneers Incorporated (“REA Pubco”)
                                                                (other than due to a change in applicable accounting rules or interpretations), the Board of Directors of REA 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 Employer will not be liable for any decision of a third-party benefits provider or insurer, including any decision to deny
coverage or any other decision that affects the Executive’s benefits or insurance.



 


		c.	The Employer will reimburse the Executive for up to $15,000 (CDN $) in 2016, and up to $5,000 (CDN $) per annum in 2017 and
thereafter, for expenses related to professional advice concerning the completion of the Employment Agreement, and tax planning
and compliance. Reimbursement for completion of the Employment
Agreement shall be treated as a non-taxable benefit to the extent permissible under applicable law, and the balance of any such
reimbursements will be reported as a taxable benefit.






 


		d.	The Executive will be provided with a car allowance of $ 1,500 (CDN $) monthly, in accordance with the Employer’s standard
car allowance program and practice.



 




    Page 4 of 32 


     


    

  


		6.	RELOCATION BENEFITS



 


The Executive shall be entitled to reimbursement
of moving costs in accordance with the Employer’s standard policy for executives, to the extent not already covered under the relocation
allowance described above. Given the Executive is not a Canadian citizen, in the event of termination for any reason, the Executive
will be reimbursed for out-of-pocket costs for relocation back to the United States.


 


		7.	EXPENSES



 


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



 


		8.	HOURS OF WORK AND OVERTIME



 


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



 


		9.	VACATION



 


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



 


		b.	The Executive will take her 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.



 


		10.	INDEMNITY AND CHANGE OF CONTROL



 


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



 


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



 


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



 




    Page 5 of 32 


     


    

 


		11.	TERMINATION OF EMPLOYMENT



 


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



 


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


 


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


 


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



 


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



 


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



 


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



 




    Page 6 of 32 


     


    

  


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



 


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



 


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



 


		ii.	After the first 36 months of the Term:



 


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



 


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



 


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



 


		(3)	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 her 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 will be as set forth in the PSU
Plan with respect to termination by the Executive.


 


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



 




    Page 7 of 32 


     


    

 


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 11.d. and except
                                         as limited by Section 11.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



 


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



 


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



 




    Page 8 of 32 


     


    




 


		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.



 


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



 


		12.	SHARE OWNERSHIP REQUIREMENTS



 


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



 


		13.	CONFIDENTIAL INFORMATION



 


		a.	In this Agreement “Confidential Information” means information proprietary to RBA Pubco or the Employer that is not
publically known or available, including but not limited to personnel information, customer information, supplier information,
contractor information, pricing information, financial information, marketing information, business opportunities, technology,
research and development, manufacturing and information relating to intellectual property, owned, licensed, or used by REA 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 her 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.



 


		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.



 




    Page 9 of 32 


     


    

 


		14.	INVENTIONS



 


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



 


		b.	The Executive acknowledges and agrees that every Invention which the Executive may, at any time during the terms of her 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 her power necessary or desired by the Employer to obtain
                                         letters patent in the name of the Employer and at the Employer’s expense for every
                                         such Invention in whatever countries the Employer
                                         may desire, without payment by the Employer to the Executive of any royalty, license
                                         fee, price or additional compensation.






 


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



 


		15.	NON-SOLICITATION



 


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



 


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



 


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



 


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



 




    Page 10 of 32 


     


    

 


		16.	NON-COMPETITION



 


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


 


		17.	REMEDIES FOR BREACH OF RESTRICTIVE COVENANTS



 


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



 


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



 


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



 


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



 


		18.	GOVERNING LAW



 


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


 


		19.	SEVERABILITY



 


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



 




    Page 11 of 32 


     


    

 


		20.	ENTIRE AGREEMENT



 


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



 


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



 


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



 


		21.	CONSIDERATION



 


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



 


		22.	INTERPRETATION



 


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


 


		23.	DISPUTE RESOLUTION



 


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


 


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



 




    Page 12 of 32 


     


    

  


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



 


		24.	ENUREMENT



 


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



 


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



 


		25.	EFFECT OF SECTION 409A



 


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



 


		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.



 




    Page 13 of 32 


     


    

 


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



 


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



 


	Dated
    this 28th day of November, 2015.	 	 	 
	 	 	 	 
	Signed, Sealed
    and Delivered by 	 	)	 
	BECKY ALSETH in the 	 	)	 
	Presence of 	 	)	 
	 	 	)	 
	Nicole Martindale	 	)	/s/ Becky
    Alseth
	Name	 	)	BECKY ALSETH
	 	 	)	 
	19E 200 S	 	)	 
	Address	 	)	 
	 	 	)	 
	SLC, UT, 84111	 	)	 
		 	)	 
	 	 	)	 
	Retail	 	)	 
	Occupation 	 	)	 
	 	 	 	 
	RITCHIE
    BROS. AUCTIONEERS (CANADA)LTD. 	 


 


	Per:	/s/ Darren J. Watt	 
	 	Authorized Signatory	 


 




    Page 14 of 32 


     


    

 


APPENDIX
“A”


 


INDEMNITY AGREEMENT


 


THIS AGREEMENT executed on the 28 day
of November, 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 OC6


 


(the “Corporation”)


 


AND:


 


BECKY ALSETH


 


(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 her 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 her 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 15 of 32 


     


    

 


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 16 of 32 


     


    

 


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 her 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 her 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.



 




    Page 17 of 32 


     


    

 


		(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 her in connection with the defence of any civil,
criminal,administrative or investigative action or proceeding to which the Indemnified Party is subject because of her acting or
having acted as a director or officer of or otherwise associated with the Corporation or the Interested Corporation, if the Indemnified
Party:



 


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



 


		(ii)	fulfils the conditions set out in Section 2.1(a)(i) and
2. 1(a)(ii) above.



 


		(d)	Incidental Expenses - Except to the extent such costs, charges, expenses, fees or liabilities are paid by an
                                                               Interested Corporation, the Corporation will pay or reimburse the Indemnified Party for reasonable travel, lodging or
                                                               accommodation costs, charges or expenses paid or incurred by or on behalf of the Indemnified Party in carrying out her 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.


 




    Page 18 of 32 


     


    

 


		2.5	Exclusions to
                                         Indemnity



 


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


 


		(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.


 




    Page 19 of 32 


     


    

 


		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:


 


		(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 20 of 32 


     


    

 


		(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 her 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 21 of 32 


     


    

 


		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 22 of 32 


     


    

 


		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:



 





	 	Becky Alseth	 	 
	 	 	Becky Alseth	 
	 	Address 	795 Elm Street, Apt. 505	 
	 	 	Manchester, NH 03101	 
	 	 	balseth@earthlink.net	 
	 	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 23 of 32 


     


    

  


		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 her 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 her 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 24 of 32 


     


    

 


IN WITNESS WHEREOF the Corporation and the Indemnified
Party have hereunto set their hands and seals as of the day and year firstabove 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 	)	 
	BECKY ALSETH in the 	)	 
	presence of 	)	 
	 	)	 
	/s/ Nicole Martindale	)	/s/ BECKY
    ALSETH
	Signature 	)	BECKY ALSETH
	 	)	 
	Nicole Martindale	)	 
	Print Name 	)	 
	 	)	 
	19 E 200 S SLC, UT, 84111	)	 
	Address 	)	 
	 	)	 
	Retail	)	 
	Occupation 	)	 


 




    Page 25 of 32 


     


    

 


APPENDIX
“B”


 


CHANGE
OF CONTROL AGREEMENT


 


THIS AGREEMENT executed on the 28 day of
November, 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:


 


BECKY ALSETH


 


(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 her office and employment without distraction caused by the uncertainties, risks and potentially
disturbing circumstances that could arise from a possible change in control ofthe Parent Company;


 


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


 


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


 


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


 


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


 




    Page 26 of 32 


     


    

 


		1.	Definitions



 


In this
Agreement,


 


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



 


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



 


		(c)	“STl 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 her to stop reporting to work;



 


		(f)	“Employment Agreement” means the employment agreement
between the Company and the Executive dated Nov28, 2015;



 


		(g)	“Good Reason” means either:



 


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



 


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



 


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



 


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



 




    Page 27 of 32 


     


    

 


		(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 28 of 32 


     


    

 


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



 


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



 


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



 


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



 


		4.	Binding on Successors



 


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



 


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



 


		5.	No Obligation to Mitigate; No Other Agreement



 


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



 




    Page 29 of 32 


     


    

 


		(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 her 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, she 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 30 of 32 


     


    

 


		(a)	if to the Executive:



 


 





	 	Becky Alseth	 	 
	 		795
    Elm Street, Apt. 505	 
	 	Address
    	Manchester,
    NH 03101	 
	 	 		 
	 		balseth@earthlink.net	 
	 	E-mail	 	 


  





		(b)	if to the Company:



 


9500 Glenlyon Parkway


Burnaby, British Columbia V5J OC6 

Attention:
Corporate Secretary 

Facsimile: (778) 331-5501


 


11.Copy of Agreement


 


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


 


RITCHIE BROS. AUCTIONEERS


(CANADA) LTD.


 


	By:	/s/ Darren Watt	 
	 	 	 
	Name: 	Darren Watt	 


 




    Page 31 of 32 


     


    

 


	SIGNED, SEALED AND DELIVERED by 	 	)	 
	BACK ALSETH in the 	 	)	 
	presence of 	 	)	 
	 	 	)	 
	/s/ Nicole Martindale	 	)	/s/ Becky
    Alseth
	Signature 	 	)	BECKY ALSETH
	 	 	)	 
	Nicole Martindale	 	)	 
	Print Name 	 	)	 
	 	 	)	 
	19 E. 200 S, SLC, UT 84111	 	)	 
	Address 	 	)	 
	 	 	)	 
	Retail	 	)	 
	Occupation 	 	)	 


 




    Page 32 of 32