AGREEMENT AND PLAN OF MERGERMerger Agreement • November 1st, 2021 • Liquidity Services Inc • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of November 1, 2021, by and among Bid4Assets, Inc. (the “Company”), each of the holders of the Company’s capital stock set forth on the signature pages hereto or executing a Shareholder Joinder in accordance with Section 5.11, USA B4A Sellers Rep LLC, a Maryland limited liability company (the “Representative”), in its capacity as representative, agent and attorney-in-fact for the Shareholders (defined below), Liquidity Services, Inc., a Delaware corporation (the “Buyer”), Liquidity Services RE Ventures, Inc., a Maryland corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), and, solely with respect to the obligations set forth in Section 5.8 and Section 5.9, P. Richard Zitelman, Norman Understein, Gary DeLapp and Jesse Loomis.
