Common use of Effect of Section 409A Clause in Contracts

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “separation from service” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “separation from service” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, made no later than the end of Executive’s taxable year next following the Executive’s taxable year in which time the related taxes, interest or penalties are to be remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if the Executive is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount under or the provision of any benefit under pursuant to this Agreement which that is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which that would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In If the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties additional tax under Section 409A 409A(a)(1)(B) of the Code as a result of the violation thereofwith respect to amounts payable under this Agreement, the Company promptly at that time will pay the Executive an additional amount so that, after all taxes on such additional amount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of the Executive’s 's taxable year next following the Executive’s his taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive a Termination of Employment shall not be deemed to have terminated employment exist unless the Executive has a “"separation from service” " within the meaning of Section 409A of the Code (generally, where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (date, whether as an employee or independent contractor) , will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period). All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than 2 ½ months after the end of the calendar year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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 29th day of February, 2016. Signed, Sealed and Delivered by ) MXXXXXXX XXXXX in the ) presence of: ) Nxxx Xxxxx ) /s/ Mxxxxxxx Xxxxx Name ) MXXXXXXX XXXXX ) 7000 XX Xxx Xxxxxxxx Xx. ) Address ) ) Bxxxxxxxxx Xxxxxx, XX 00000 XXX ) ) ) Self Employed ) Occupation ) Per: /s/ Dxxxxx Xxxx Authorized Signatory THIS AGREEMENT executed on the 29th day of February, 2016. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “"Code”"). Notwithstanding any other provision of this Agreement, if Executive Mr. Hyatt is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i409A(a)(2)(X)(x) xx the Code at the time of the Codehis separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive Mr. Hyatt incurs any additional tax, interest or penalties additional tax under Section 409A of 409A(a)(0)(X) xf the Code as a result of the violation thereofwith respect to amounts payable under this Agreement, the Company Cosi promptly at that time will pay Executive Mr. Hyatt an additional amount so that, after all taxes on such amountaddixxxxxx xxount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of Executive’s Mr. Hyatt's taxable year next following the Executive’s his taxable year in which the related taxesthx xxxxxxx xaxes, interest or penalties are remitted. For purposes of this Agreement, Executive Mr. Hyatt shall not be deemed to have terminated employment unless Executive has a “hx xxx x "separation from service” " within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which termination. b. Any payment or benefit under this Agreement or any other Employer plan, program or agreement that constitutes nonqualified deferred compensation and that is payable upon a termination of the related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within ”. If the meaning 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 409A. Dated at Vancouver, British Columbia, this 16th day of June, 2014. Signed, Sealed and Delivered by ) RXXXXXXXXXX X. XXXXXXXX in the Code where it is reasonably anticipated that no further services will be performed after such date or that the level ) presence of: ) /s/ Bxx Xxxxxxx ) /s/ Rxxxxxxxxxx X. Xxxxxxxx Name BXX XXXXXXX ) RXXXXXXXXXX X. XXXXXXXX 835 granville St. ) Address ) Vxxxxxxxx, XX X00 0X0 ) Director ) Occupation ) Per: Authorized Signatory Title: Chief Executive Officer Reports to: Board of bona fide services Executive will perform after that date Directors (whether as an employee or independent contractor“Board”) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.Based at: Cxxxxxxxx Xxxx Xxxxxx - Xxxxxxx, XX, Xxxxxx

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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 29th day of March, 2017. Signed, Sealed and Delivered by ) KXXXXX XXXX in the ) presence of: ) ) /s/ Hxxxxx Xxxxx ) /s/ Kxxxxx Xxxx Name ) KXXXXX XXXX ) Minato-ku, Akasaka 1-11-40 #1901 ) Address ) ) Tokyo, Japan ) ) ) Homemaker ) Occupation ) Per: /s/Dxxxxx Xxxx Authorized Signatory THIS AGREEMENT executed on the 29th day of March, 2017. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Codecalendar 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.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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 ) XXXXX XXXXXX in the ) Presence of ) ) Xxxxxx Xxxxxxxxxx ) /s/ Xxxxx Xxxxxx Name ) XXXXX XXXXXX ) 19E 200 S ) Address ) ) XXX, XX, 00000 ) ) Retail ) Occupation ) Per: /s/ Xxxxxx X. Xxxx Authorized Signatory THIS AGREEMENT executed on the 28 day of November, 2015. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, "Section 409A") and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive's termination, if the Executive is a “"specified employee” as defined in " within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes "nonqualified deferred compensation subject to compensation" under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 “'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” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” " within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Codecalendar 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 August, 2016. Signed, Sealed and Delivered by ) Jxxxx X. Xxxxx in the ) presence of: ) ) /s/ Jxxxx X. Xxxxx Diego Mantalvo ) Jxxxx X. Xxxxx Name ) ) 3000 Xxxxx Xxxxxx ) Address ) Fort Worth, TX ) ) ) HR Generalist ) Occupation ) Per: /s/ Txxx Xxxxxx Authorized Signatory Per: /s/ Dxxxxxx X. Xxxxx Authorized Signatory THIS AGREEMENT executed on the 29th day of August, 2016. BETWEEN: RXXXXXX BROS. AUCTIONEERS (AMERICA) INC., a corporation incorporated under the laws of Washington (the "Company") AND: (the "Executive")

Effect of Section 409A. (a) It is expressly contemplated by intended that (1) each installment of the parties that payments provided under this Agreement will conform to, and be interpreted to comply with, is a separate “payment” for purposes of Section 409A of the Internal Revenue Code, as amended and (2) that the “Code”payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under of Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding any other provision of anything to the contrary in this Agreement, if the Corporation determines (i) that on the date Executive’s employment with the Corporation terminates or at such other time that the Corporation determines to be relevant, Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code and the Treasury Regulations promulgated thereunder) of the Corporation and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be deferred for delayed until the date that is six months (or such longer period required under Section 409A of the Code, including such period, if applicable, as may be required under Internal Revenue Notice 2010-6) months after date of Executive’s “separation from service” or, if earlier, Executive’s death (as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties term is defined under Section 409A of the Code as a result Code) with the Corporation, or, if earlier the date of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penaltiesExecutive’s death. Such gross-up payment Any amounts delayed under this Section 16(a) shall be made, if at all, no later than paid on the end first day of Executive’s taxable year next the seventh month following the Executive’s taxable year in which termination of employment, or if earlier, the related taxesExecutive’s death. (b) Notwithstanding any other provision to the contrary, interest or penalties are remitted. For purposes a termination of this Agreement, Executive employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless Executive has such termination is also a “separation from service” from the Corporation within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (d) Notwithstanding any other provision to the contrary, to the extent that any reimbursement (including expense reimbursements), fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of his employment under this Agreement (including, to the extent applicable Section 5(e) above) or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code where it is reasonably anticipated and the Treasury Regulations promulgated thereunder, (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that no further services will a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be performed after reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such date plan or that arrangement must be made on or before the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent last day of the average level calendar year following the calendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit may not be subject to liquidation or exchange for another benefit.” (e) For the avoidance of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits doubt, any payment due under this Agreement within a period following the Executive’s termination of employment, death, Disability or other event, shall be treated made on a date during such period as rights determined by the Corporation in its sole discretion. (f) This Agreement shall be interpreted in accordance with, and the Corporation and the Executive will use their best efforts to receive a series achieve timely compliance with, Section 409A of separate payments the Code and the Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that the Corporation determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A of the Code, the Corporation may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that Corporation reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the fullest extent allowed by requirements of Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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 3rd day of November, 2014. Signed, Sealed and Delivered by ) JXXXX XXXX in the ) presence of: ) ) /s/ Txxx Xxxxxxxx ) /s/ Jxxxx Xxxx Name ) JXXXX XXXX ) 9000 Xxxxxxxx Xxxxxxx ) Address ) Burnaby, BC ) ) Executive Asst. ) Occupation ) Per: /s/ Dxxxxx X. Xxxx Authorized Signatory APPENDIX “A” THIS AGREEMENT executed on the 3rd day of November, 2014. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive Xx. Xxxxxxx is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s his “separation from service” or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive Xx. Xxxxxxx shall not be deemed to have terminated employment unless Executive he has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, "Section 409A") and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive's termination, if the Executive is a “"specified employee” as defined in " within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes "nonqualified deferred compensation subject to compensation" under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 “'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” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” " within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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 1st day of May, 2015. Signed, Sealed and Delivered by ) TXXXXXXX X. XXXXX in the ) presence of: ) Kxxx Verhejen ) /s/ TXXXXXXX X. XXXXX Name ) TXXXXXXX X .XXXXX S45 W29290 HWY 59 ) Address ) Wxxxxxxx, XX 00000 ) Corp. Demand Planning Mgr. ) Occupation ) Per: /s/ Dxxxxx Xxxx Authorized Signatory THIS AGREEMENT executed on the 1 day of May, 2015. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Dated this 6th day of January, 2015. Signed, Sealed and Delivered by ) TXXX XXXXXX in the ) presence of: ) Cxxxxxx Xxxxxxx ) /s/ Txxx Xxxxxx Name ) TXXX XXXXXX 300 X. 00xx Xxx, Xxxxxxxxx XX ) Address ) Executive Assistant ) Occupation ) Authorized Signatory THIS AGREEMENT executed on the ___ day of January, 2015. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, "Section 409A") and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive's termination, if the Executive is a “"specified employee” as defined in " within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes "nonqualified deferred compensation subject to compensation" under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 “'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” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” " within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Codecalendar 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 29th day of August, 2016. Signed, Sealed and Delivered by ) Dxxxxxx X. Xxxxx in the ) presence of: ) ) /s/ Dxxxxxx X. Xxxxx Diego Mantalvo ) Dxxxxxx X. Xxxxx Name ) ) 3000 Xxxxx Xxxxxx ) Address ) Fort Worth, TX ) ) ) HR Generalist ) Occupation Per: /s/ Txxx Xxxxxx Authorized Signatory Per: /s/ Txxxxx Xxxx Authorized Signatory THIS AGREEMENT executed on the 29th day of August, 2016. BETWEEN: RXXXXXX BROS. AUCTIONEERS (AMERICA) INC., a corporation incorporated under the laws of Washington (the "Company") AND: (the "Executive")

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform toare intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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 Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day ofthe seventh month following the date of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which 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 related taxes, interest Executive’s employment shall only be paid or penalties are remitted. For purposes of this Agreement, provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service” within the meaning of Section 409A 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 Code where 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 is reasonably anticipated that no further services causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be performed after such date or that deemed modified in order to provide the level Executive with the intended economic benefit and comply with the requirements of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits Section 409A. c. Each payment made under this Agreement shall be treated as rights a separate payment and the right to receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments 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 fullest extent allowed by Section 409A last day of the Code.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. Signed, Sealed and Delivered by ) XXXXX XXXXXX in the ) presence of: ) ) /s/ Xxxxxx Vivisa ) /s/ Xxxxx Xxxxxx Name. ) XXXXX XXXXXX ) 1011 Xxxxxx Villa ) Address ) ) Delray Beach ) Address ) Artist ) Occupation ) Per: Authorized Signatory THIS AGREEMENT executed on the 2 day of December, 2015. BETWEEN:

Effect of Section 409A. It is expressly contemplated by the parties that this Employment Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Employment Agreement, if Executive Employee is a “"specified employee” " as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount under or the provision of any benefit under pursuant to this Employment Agreement which that is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “his "separation from service” " or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “"409A Deferral Period”"). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which that would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive Employee incurs any additional tax, interest or penalties additional tax under Section 409A 409A(a)(1)(B) of the Code as a result of the violation thereofwith respect to amounts payable under this Employment Agreement, the Company Employer promptly at that time will pay Executive Employee an additional amount so that, after all taxes on such additional amount, Executive he has an amount remaining equal to such additional taxes, interest or penaltiesadditional tax. Such gross-up payment payment, however, shall be made, if at all, made in any event no later than the end of Executive’s Employee's taxable year next following the Executive’s his taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Employment Agreement, Executive Employee shall not be deemed to have terminated employment unless Executive he has a “"separation from service” " within the meaning of Section 409A of the Code (generally, where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (date, whether as an employee or independent contractor) , will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period). All rights to payments and benefits under this Employment Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. All reimbursements and in kind benefits provided under this Employment Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Employment Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than 2 ½ months after the end of the calendar year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive Mx. Xxxxxxx is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the CodeCode at the time of his separation from service, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s his “separation from service” or, if earlier, Executive’s his death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive Mx. Xxxxxxx shall not be deemed to have terminated employment unless Executive he has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive he will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive him over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

Effect of Section 409A. It is expressly contemplated by the parties that a. Payments and benefits provided under or referenced in this Agreement will conform to(including appendices hereto) are intended to be designed in such a manner that they are either exempt from the application of, and be interpreted to or comply with, the requirements of, Section 409A of the U.S. Internal Revenue CodeCode and the regulations issued thereunder (collectively, as amended (in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention, including with respect to any ambiguities or ambiguous terms. If, as of the “Code”). Notwithstanding any other provision date of this Agreementthe Executive’s termination, if the Executive is a “specified employee” as defined in within the meaning of Section 409A(a)(2)(B)(i) of the Code409A, 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 the provision of any benefit under this Agreement which is considered or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation subject to compensation” under Section 409A and which under the terms of the Code shall this Agreement or any other Employer plan, program or arrangement would otherwise be deferred for 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) calendar days after Executive’s “separation from service” or, if earlier, the Employer receives notification of the Executive’s death as required by Section 409A(a)(2)(B)(ior (ii) the first business day of the Code (seventh month following the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance date of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which termination. Each payment, benefit and reimbursement payable to the related taxes, interest or penalties are remitted. For Executive hereunder shall constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). b. Any payment or benefit under this AgreementAgreement or any other Employer plan, program or agreement that constitutes nonqualified deferred compensation and that is payable upon or in connection with a termination of the Executive’s employment shall only be paid or provided to the Executive shall not be deemed to have terminated employment unless Executive has upon a “separation from service”. If the Executive or the Employer determine that any payment, benefit, distribution, deferral election, or any other action or arrangement contemplated by the provisions of this Agreement or any other Employer plan, program or agreement would, if undertaken or implemented, cause the Executive to become subject to taxes and/or penalties under Section 409A, then such payment, benefit, distribution, deferral election or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of this Agreement or other Employer plan, program or agreement will be deemed modified in order to provide the Executive with the intended economic benefit and comply with the requirements of Section 409A. c. To the extent any taxable reimbursements under Section 5 c of this Agreement, or any other reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the Term or thereafter, provide for a “deferral of compensation” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services and otherwise are not exempt from and do not otherwise comply with Section 409A, they will be performed after made in accordance with Section 409A, including, but not limited to, the following provisions: (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may, to the extent permitted by Section 409A, impose a generally applicable limit on the amount that may be reimbursed or paid); (ii) the right to the applicable reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit or payment; (iii) to the extent there is any reimbursement of an expense, subject to any shorter time periods provided in this Agreement or in the applicable reimbursement arrangement, any such date reimbursement of an expense or in-kind benefit must be made on or before the last day of Executive’s taxable year following the taxable year of Executive in which the expense was incurred; and (iv) except as specifically provided herein or in the applicable reimbursement arrangement, in-kind benefits will be provided, and reimbursements will be made for expenses incurred, only during Executive’s lifetime. References in this paragraph to “calendar year” assumes that the level of bona fide services Executive calendar year is Executive’s taxable year; if not, reference to “calendar year” in this paragraph will perform after that date (whether as an employee or independent contractor) will permanently decrease be deemed to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefits under this Agreement shall be treated as rights to receive a series of separate payments and benefits refer to the fullest extent allowed Executive’s taxable year. Dated at Vancouver, British Columbia, this 14th day of December, 2019. Signed, Sealed and Delivered by Section 409A of XXX XXXXXXXX in the Code.presence of: ) ) ) Xxxxxx Xxxxxxx ) /s/ Xxx Xxxxxxxx Name ) XXX XXXXXXXX ) Philadelphia, PA ) City / State ) ) /s/ Xxxxxx Xxxxxxx ) ) Notary ) Occupation )