Exhibit 2.7 DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada corporation (the...Registration Rights Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
RECITALS:Consulting Agreement • December 2nd, 2004 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
Exhibit 2.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii)...Escrow Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
WARRANT ------- _________ Shares April 3, 2002Warrant Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
Exhibit 10.3 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Merger Corp., a Delaware corporation ("DGSE"), and Superior Galleries, Inc., a Delaware corporation...Management Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
BY AND AMONGMerger Agreement • July 6th, 2000 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 10.1 Securities Purchase AgreementSecurities Purchase Agreement • February 26th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Nevada
EXHIBIT 4.2 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTIONS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned Participant has been granted an...Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
RECITALS --------Lease Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
EXHIBIT 4.3 FORM OF INCENTIVE STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTIONS) (NOT TO BE USED FOR 10% SHAREHOLDERS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned...Incentive Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 10.1 SUPERIOR GALLERIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of _______________, 20__, by and between Superior Galleries, Inc., a Delaware corporation (the "COMPANY"), and...Indemnification Agreement • July 8th, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Delaware
Exhibit 2.1 IMPORTANT NOTICE THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY DGSE COMPANIES, INC. ("DGSE") AND DGSE MERGER CORP., A WHOLLY-OWNED...Merger Agreement • July 17th, 2006 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
EXHIBIT 10.11 GUARANTY AGREEMENT ------------------ KNOW YE ALL MEN BY THESE PRESENTS THAT: WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut...Guaranty Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Connecticut
WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut 06611 (hereinafter referred to as "Lender") has granted to Tangible Collectibles, Inc. a Delaware corporation having a principal place of business at 3444 Via Lido, Newport Beach, California 92663 (hereinafter referred to as "Borrower") a commercial demand loan in the principal amount of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS on this date (hereinafter referred to as the "Loan") and
WARRANT For the Purchase of Common Stock of DGSE COMPANIES, INC. a Nevada corporationWarrant Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
AGREEMENT ---------Employment Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D,...Joint Filing Agreement • May 22nd, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the securities of Tangible Asset Galleries, Inc., a Nevada corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
AGREEMENT ---------Forbearance Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
WARRANT ------- 4,000,000 SHARES April 3, 2002Warrant Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
Exhibit 10.8 SUPERIOR GALLERIES, INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted...Support Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
WARRANT TO PURCHASE THE NUMBER OF NUMBER OF SHARES OF SERIES B SHARES OF PREFERRED STOCK COMMON STOCK CLOSING DATE PURCHASE PRICE TRANSFERRED TRANSFERRED ------------------------ ------------------- ------------ ----------- Nine Hundred Thousand...Securities Purchase Agreement • April 24th, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Nevada
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 9, 2001 among Tangible Asset Galleries, Inc., a Nevada corporation ("Parent"), and Tangible Asset Galleries Acquisition Corp., a...Merger Agreement • July 6th, 2001 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
SELLER SUPERIOR GALLERIES, INC. AND BUYER TANGIBLE ACQUISITION II CORPORATIONAsset Purchase Agreement • July 20th, 2001 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
Exhibit 10.2 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation)...Conversion Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
Exhibit 2.1 IMPORTANT NOTICE THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE "MERGER AGREEMENT") CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") BY DGSE COMPANIES, INC. ("DGSE") AND DGSE MERGER...Merger Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
Exhibit 10.7 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and...Termination and Release Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
Exhibit 2.5 NOTE EXCHANGE AGREEMENT THIS NOTE EXCHANGE AGREEMENT is made and entered into as of ________ __, 2007 (this "Agreement"), by and between Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada...Note Exchange Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
EXHIBIT 10.1 SERIES E PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 29, 2005 (this "AGREEMENT"), is entered into by and between SUPERIOR GALLERIES, INC., a corporation formed under the laws of...Series E Preferred Stock Purchase Agreement • April 1st, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
AGREEMENT ---------Commercial Loan and Security Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
Exhibit 2.8 CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted...Corporate Governance • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated April 3, 2002, is entered into by and among Tangible Asset Galleries, Inc., a corporation formed under the laws of the State of Nevada (the "Company"), and...Securities Purchase Agreement • April 24th, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease • November 24th, 1999 • Tangible Asset Gallaries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 4.3 TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made this 20th day of November, 2000, between Tangible Asset Galleries,...Employee Incentive Stock Option Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 10.10 RENEWAL AND MODIFICATION AGREEMENT This Renewal and Modification Agreement (hereafter "Amended Agreement") is made and entered into effective September 30, 2003 by and between SUPERIOR GALLERIES, INC., a Delaware Corporation, and Silvano...Secured Revolving Line of Credit Agreement • December 2nd, 2004 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
ASSET PURCHASE AND ASSUMPTION OF LIABILITES AGREEMENT This ASSET PURCHASE AND ASSUMPTION OF LIABILITIES AGREEMENT (this "Agreement") is made and entered into as of November 28, 2001 (the "Agreement Date") by and among Keystone Rare Coins LLC...Asset Purchase Agreement • April 1st, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Pennsylvania
WAIVER AND EXTENSION This WAIVER AND EXTENSION is made this 29th day of December, 2004, by and between SILVANO DIGENOVA ("Employee") and SUPERIOR GALLERIES, INC., a Delaware corporation (the "Company"). 1. EXTENSION. The Company and Employee agree...Employment Agreement • January 11th, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
