LIMITED WAIVER OF BASE SALARY AGREEMENT

LIMITED WAIVER OF BASE SALARY AGREEMENT

This Limited Waiver of Base Salary Agreement (this “Agreement”) is entered into as of this 25^th day of March 2020 by and between Liquidity Services, Inc. (the “Corporation”), and the undersigned executive officer of the Corporation (the “Executive”).

WHEREAS, the Corporation is taking numerous proactive steps to mitigate the negative financial and operational impacts of the COVID-19 pandemic;

WHEREAS, these business contingency plans include, among other steps, implementing remote and virtual work plans, cancelling non-essential travel and spending, reducing the pay of employees, shortening work weeks, and furloughs;

WHEREAS, the undersigned Executive and the Corporation have entered into an Executive Employment Agreement; and

WHEREAS, the undersigned Executive has voluntarily agreed to allow the Corporation to reduce his prorated monthly base salary by Fifty Percent (50%) for the period of time from April 1, 2020 to April 30, 2020 (the “Covered Period”).

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Executive agree to the following:

1.  Term. This Agreement shall be in force and effective throughout the Covered Period.

2.  Reduced Base Salary During the Covered Period. The Executive hereby voluntarily agrees to the Corporation reducing his prorated monthly base salary by Fifty Percent (50%) for the Covered Period. Such a reduction shall not be deemed a breach of Executive’s Executive Employment Agreement. Executive and the Corporation further agree that the foregoing does not lower base salary for any other purpose under Executive’s Executive Employment Agreement with the Corporation, including, without limitation, the calculation of any severance payment in the event of a termination.

3. Miscellaneous. To the extent not subject to federal law, this Agreement will be governed by and construed in accordance with the laws of the State of Maryland. This Agreement shall bind and inure to the benefit of the parties and each of their respective affiliates, legal representatives, heirs, successors, and assigns. This Agreement is not intended to amend or otherwise change or modify the terms of Executive’s Executive Employment Agreement with the Corporation except as expressly set forth herein.

IN WITNESS WHEREOF, the Corporation and the Executive have executed this Agreement as of the date first written above.

EXECUTIVE

LIQUIDITY SERVICES, INC.

/s/Xxxxx X. Xxxxxx

Name: Xxxxx X. Celaya__________________

By:

/s/ Xxxxxxx X. Xxxxxxx, III

Xxxxxxx X. Xxxxxxx, III  Chairman and Chief Executive Officer