LIQUIDITY SERVICES, INC. Shares of Common Stock UNDERWRITING AGREEMENTCustody Agreement • March 12th, 2007 • Liquidity Services Inc • Services-business services, nec • New York
Liquidity Services, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc., CIBC World Markets Corp. and RBC Capital Markets Corporation are acting as representatives (in such capacity, collectively, the “Representatives”), with respect to (i) the sale by the Company and each Selling Stockholder (the “Initial Selling Stockholders”), acting severally and not jointly, of an aggregate of 5,579,541 shares (the “Initial Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) in the respective numbers of shares set forth opposite the names of the Company (the shares to be issued and sold by the Company, the “Company Shares”) and each such Selling Stockholder in Schedule I hereto, and the purchase by the
