Contract

Page 1 of 20 EMPLOYMENT AGREEMENT Between: XXXXX XXXXXXX (the “Executive”) And: XXXXXXX BROS. AUCTIONEERS (CANADA) LTD., a corporation incorporated under the laws of Canada (the “Employer”) WHEREAS: A. The Employer is in the business of asset management and disposition of industrial equipment; and B. The Employer and the Executive wish to enter into an employment relationship on the terms and conditions as described in this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the payment of $50 to the Executive, the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by both parties, the Employer and the Executive agree as follows: 1. EMPLOYMENT a. The Employer agrees to employ the Executive pursuant to the terms and conditions described in this Agreement, including the appendices to this Agreement, and the Executive hereby accepts and agrees to such employment. Unless otherwise defined, the defined terms in this Agreement will have the same meaning in the appendices hereto. b. The Executive will be employed in the position of Chief Executive Officer and such other duties and responsibilities consistent with his position as may be assigned by the Employer from time to time. The Executive will be the senior-most officer of the Employer with overall responsibility for the business and operations of the Employer c. The Executive’s new position with the Employer commenced effective August 1, 2023 (the “Commencement Date”), and the Executive’s employment hereunder will continue for an indefinite period of time until terminated in accordance with the terms of this Agreement or applicable law (the “Term”). The payment of $50 described in the preamble to this Agreement is paid in consideration of the Executive’s acceptance of the terms of this Agreement.

Page 11 of 20 16. REMEDIES FOR BREACH OF RESTRICTIVE COVENANTS a. The Executive acknowledges that the restrictions contained in Sections 9 h. iii., 11, 12, 13, 14 and 15of this Agreement are, in view of the nature of the Employer’s business, reasonable and necessary in order to protect the legitimate interests of the Employer and that any violation of those Sections would result in irreparable injuries and harm to the Employer, and that damages alone would be an inadequate remedy. b. The Executive hereby agrees that the Employer will be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach or recurrence of a breach of this Agreement and that the Employer will be entitled to its reasonable legal costs and expenses, including but not limited to its attorneys’ fees, incurred in properly enforcing a provision of this Agreement. c. Nothing contained herein will be construed as a waiver of any of the rights that the Employer may have for damages or otherwise. d. The Executive and the Employer expressly agree that the provisions of Sections 9 h. iii., 11, 12, 13, 14, 15 and 22 of this Agreement will survive the termination of the Executive’s employment for any reason. 17. GOVERNING LAW a. This Agreement will be governed by the laws of the Province of British Columbia. 18. SEVERABILITY a. All sections, paragraphs and covenants contained in this Agreement are severable, and in the event that any of them will be held to be invalid, unenforceable or void by a court or arbitrator of competent jurisdiction, such sections, paragraphs or covenants will be severed and the remainder of this Agreement will remain in full force and effect. 19. ENTIRE AGREEMENT a. This Agreement, including the Appendices, and any other documents referenced herein, contains the complete agreement concerning the Executive’s employment by the Employer and will, as of the date it is executed, supersede any and all other employment agreements between the parties. b. The parties agree that neither of them has made any representations, including but not limited to negligent misrepresentations, to the other except such representations as are specifically set forth in this Agreement, and that any statements or representations that may previously have been made by either of them to the other have not been relied on in connection with the execution of this Agreement and are of no effect. c. No waiver, amendment or modification of this Agreement or any covenant, condition or restriction herein contained will be valid unless executed in writing by the party to be charged therewith, with the exception of those modifications expressly permitted within this Agreement. Should the parties agree to waive, amend or modify any provision of this Agreement, such waiver, amendment or modification will not affect the enforceability of any other provision of this Agreement. Notwithstanding the foregoing, the Employer may unilaterally amend the provisions of Section 10 c. relating to provision of certain health

Page 12 of 20 benefits following termination of employment to the extent the Employer deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Employer or any of its Affiliates, including, without limitation, under Section 4980D of the U.S. Internal Revenue Code. 20. CONSIDERATION a. The parties acknowledge and agree that this Agreement has been executed by each of them in consideration of the mutual premises and covenants contained in this Agreement, the payment of $50.00 to the Executive, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged. The parties hereby waive any and all defenses relating to an alleged failure or lack of consideration in connection with this Agreement. 21. INTERPRETATION a. Headings are included in this Agreement for convenience of reference only and do not form part of this Agreement. 22. DISPUTE RESOLUTION In the event of a dispute arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, which does not involve the Employer seeking a court injunction or other injunctive or equitable relief to protect its business, confidential information or intellectual property, that dispute will be resolved in strict confidence as follows: a. Amicable Negotiation – The parties agree that, both during and after the performance of their responsibilities under this Agreement, each of them will make bona fide efforts to resolve any disputes arising between them via amicable negotiations. b. Mediation: The parties agree to attempt to resolve all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by the Vancouver International Arbitration Centre administered under its Commercial Mediation Rules. c. Arbitration – If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre, pursuant to its Rules. In the absence of any written agreement otherwise, the place of arbitration shall be Vancouver, British Columbia, Canada. 23. ENUREMENT a. The provisions of this Agreement will enure to the benefit of and be binding upon the parties, their heirs, executors, personal legal representatives and permitted assigns, and related companies. b. This Agreement may be assigned by the Employer in its discretion, in which case the assignee shall become the Employer for purposes of this Agreement. This Agreement will not be assigned by the Executive. Dated this 20th day of December, 2023

Page 13 of 20 Signed, Sealed and Delivered by Xxxxx Xxxxxxx in the presence of: /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Address Occupation ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Xxxxx Xxxxxxx XXXXX XXXXXXX XXXXXXX BROS. AUCTIONEERS (CANADA) LTD. Per: /s/ Xxxxxx Xxxx Authorized Signatory

Page 15 of 20 (a) “Agreement” means this Change of Control agreement as amended or supplemented in writing from time to time; (b) “Annual Base Salary” means the annual salary payable to the Executive by the Company from time to time, but excludes any bonuses and any director’s fees paid to the Executive by the Company; (c) “STI Bonus” means the annual at target short-term incentive bonus the Executive is eligible to earn under the Employment Agreement, in accordance with the short-term incentive bonus plan; (d) “Change of Control” means: (i) a Person, or group of Persons acting jointly or in concert, acquiring or accumulating beneficial ownership of more than 50% of the Voting Shares of the Parent Company; (ii) a Person, or Group of Persons acting jointly or in concert, holding at least 25% of the Voting Shares of the Parent Company and being able to change the composition of the Board of Directors by having the Person’s, or Group of Persons’, nominees elected as a majority of the Board of Directors of the Parent Company; (iii) the arm’s length sale, transfer, liquidation or other disposition of all or substantially all of the assets of the Parent Company, over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or (iv) a reorganization, merger or consolidation or sale or other disposition of substantially all the assets of the Company (a “Business Combination”), unless following such Business Combination the Parent Company beneficially owns all or substantially all of the Company’s assets either directly or through one or more subsidiaries. (e) “Date of Termination” means the earlier of date when the Executive ceases to actively provide services to the Company, or the date when the Company instructs him to stop reporting to work; (f) “Employment Agreement” means the employment agreement between the Company and the Executive dated December 20, 2023, to which this Agreement is appended as Appendix “B”; (g) “Good Reason” means either: (i) Good Reason as defined in the Employment Agreement; or (ii) the failure of the Company to obtain from a successor to all or substantially all of the business or assets of the Parent Company, the successor’s agreement to continue to employ the Executive on substantially similar terms and conditions as contained in the Employment Agreement; (h) “Cause” has the meaning defined in the Employment Agreement.

Page 16 of 20 (i) “Parent Company” means Xxxxxxx Bros. Auctioneers Incorporated. (j) “Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative and any national, provincial, state or municipal government; and (k) “Voting Shares” means any securities of the Parent Company ordinarily carrying the right to vote at elections for directors of the Board, provided that if any such security at any time carries the right to cast more than one vote for the election of directors, such security will, when and so long as it carries such right, be considered for the purposes of this Agreement to constitute and be such number of securities of the Parent Company as is equal to the number of votes for the election of directors that may be cast by its holder. 2. Scope of Agreement (a) The parties intend that this Agreement set out certain of their respective rights and obligations in certain circumstances upon or after Change of Control as set out in this Agreement. (b) This Agreement does not purport to provide for any other terms of the Executive’s employment with the Company or to contain the parties’ respective rights and obligations on the termination of the Executive’s employment with the Company in circumstances other than those upon or after Change of Control as set out in this Agreement. (c) Where there is any conflict between this Agreement and (i) the Employment Agreement, or (ii) a Company plan or policy relating to compensation or executive programs, the terms of this Agreement will prevail. 3. Compensation Upon or After Change of Control (a) If the Executive’s employment with the Company is terminated (i) by the Company without Cause upon a Change of Control or within two years following a Change of Control; or (ii) by the Executive for Good Reason upon a Change of Control or within one (1) year following a Change of Control: (i) the Company will pay to the Executive a lump sum cash amount equal to the aggregate of: A. two (2) times Base Salary; B. two (2) times at-target STI Bonus; C. two (2) times the annual premium cost that would be incurred by the Company to continue to provide to the Executive all health, dental and life insurance benefits provided to the Executive immediately before the Date of Termination; D. the earned and unpaid Base Salary and vacation pay to the Date of Termination; and E. an amount calculated by dividing by 365 the Executive’s target bonus under the STI Bonus for the fiscal year in which the Date of Termination

Page 18 of 20 any such payment or to provide any such benefit, by seeking other employment, taking early retirement, or otherwise, nor, except as expressly provided in this Agreement, will the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Executive as a result of taking early retirement, employment by another employer after termination or otherwise. (b) The Executive represents and warrants to the Company that the Executive has no agreement or understanding with the Company in respect of the subject matters of this Agreement, except as set out in this Agreement. 6. Exhaustive Compensation The Executive agrees with and acknowledges to the Company that the compensation provided for under section 3 of this Agreement is all the compensation payable by the Company to the Executive in relation to a Change of Control, or his termination from employment upon or subsequent to a Change of Control, under the circumstances provided for in this Agreement. The Executive further agrees and acknowledges that in the event of payment under section 3 of this Agreement, he will not be entitled to any termination payment under the Employment Agreement. 7. Amendment and Waiver No amendment or waiver of this Agreement will be binding unless executed in writing by the parties to be bound by this Agreement. 8. Choice of Law This Agreement will be governed and interpreted in accordance with the laws of the Province of British Columbia, which will be the proper law hereof. 9. Dispute Resolution (a) Amicable Negotiation: The parties agree that at all times, each of them shall make bona fide efforts to resolve any disputes arising between them relating to this Agreement by amicable negotiations. (b) Mediation: The parties agree to attempt to resolve all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by the Vancouver International Arbitration Centre administered under its Commercial Mediation Rules. (c) Arbitration: If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre, pursuant to its Rules. In the absence of any written agreement otherwise, the place of arbitration shall be Vancouver, British Columbia, Canada 10. Severability

Page 19 of 20 If any section, subsection or other part of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, such invalid or unenforceable section, subsection or part will be severable and severed from this Agreement, and the remainder of this Agreement will not be affected thereby but remain in full force and effect. 11. Notices Any notice or other communication required or permitted to be given hereunder must be in writing and given by facsimile or other means of electronic communication, or by hand-delivery, as hereinafter provided. Any such notice or other communication, if sent by facsimile or other means of electronic communication or by hand delivery, will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. Notices and other communications will be addressed as follows:

Page 20 of 20 (a) if to the Executive, to such address as the Executive has provided in writing. (b) if to the Company: 0000 Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Chief Legal Officer Facsimile: (000) 000-0000 12. Copy of Agreement The Executive hereby acknowledges receipt of a copy of this Agreement executed by the Company. XXXXXXX BROS. AUCTIONEERS (CANADA) LTD. By: /s/ Xxxxxx Xxxx___________________ Name: _Xxxxxx Xxxx____________________ Signed, Sealed and Delivered by Xxxxx Xxxxxxx in the presence of: /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Address Occupation ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Xxxxx Xxxxxxx XXXXX XXXXXXX