SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2014 • usell.com, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________ __, 2014, between usell.com, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2017 • usell.com, Inc. • Services-personal services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2017, between uSell.com, Inc., a Delaware corporation (the “Company”) and each of the several purchasers as listed in Exhibit A of the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between USELL.COM, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2014 • usell.com, Inc. • Services-personal services • New York
The undersigned, uSell.com, Inc. a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
USELL.COM, INC. AND AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JUNE _______, 2014Warrant Agreement • June 5th, 2014 • usell.com, Inc. • Services-personal services • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of June _______ , 2014, between uSell.com, Inc., a Delaware corporation (the “Company”) and __________, a [corporation] [national banking association] organized and existing under the laws of __________ and having a corporate trust office in __________, as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2018 • usell.com, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2018, between uSell.com, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page to this Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMPANY LETTERHEAD PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 15th, 2014 • usell.com, Inc. • Services-personal services • New York
This letter (this “Agreement”) constitutes the agreement between USell.com, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company and Dawson shall mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed to suggest that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable best “efforts basis” only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securiti
SECURITY AGREEMENTSecurity Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 13, 2017 among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“WE SELL”; together with USELL and BST, the “Companies” and each a “Company”), HD CAPITAL HOLDINGS LLC, a Delaware limited liability company (“HD Capital”), UPSTREAM PHONE COMPANY USA, INC., a Delaware corporation (“UPSTREAM”), and UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation (“UPSTREAM HOLDINGS”); together with HD CAPITAL, and UPSTREAM, each a “Subsidiary” and collectively, the “Subsidiaries”), together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and XXXXX, a Delaware limited li
AGREEMENTAgreement • September 10th, 2004 • Modena 2 Inc • Non-operating establishments • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2017 • usell.com, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November __, 2017, between uSell.com, Inc., a Delaware corporation (the “Company”), and each purchaser identified in the Schedule of Purchasers hereto attached as Schedule A (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLANNon-Qualified Stock Option Agreement • November 21st, 2011 • Upstream Worldwide, Inc. • Services-personal services • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of September 13, 2011 (the “Grant Date”), between Upstream Worldwide, Inc. (the “Company”) and [See Schedule A] (the “Optionee”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 13 day of January, 2017, jointly and severally, by usell.com, Inc., a Delaware corporation (“usell”), BST Distribution, Inc., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“We Sell” and together with usell and BST, each a “Company” and collectively the “Companies”), HD Capital Holdings LLC, a Delaware limited liability company (“HD Capital”), Upstream Phone Company USA, Inc., a Delaware corporation (“Upstream”), and Upstream Phone Holdings, Inc., a Delaware corporation (“Upstream Holdings” and together with HD Capital, Upstream, and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a “Guarantor” and collectively as the “Guarantors”); in favor of XXXXXXXXXXX, a Delaware li
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2008 • Effective Profitable Software, Inc. • Non-operating establishments • Delaware
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 23rd day of July, 2008, by and between Money4Gold Holdings, Inc., a Delaware corporation with offices at 595 S Federal Hwy., STE 600, Boca Raton, FL 33432 (the “Corporation”), and Daniel Brauser, an individual residing at 2361 N.E. 48th Court, Lighthouse Point, FL 33064 (the “Executive”), under the following circumstances:
PLEDGE AGREEMENTPledge Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS PLEDGE AGREEMENT made as of this 13 day of January, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., New York corporation (“BST”), UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation (“Upstream Holdings”); together with USELL and BST, the “Pledgors” and each, the “Pledgor”) and XXXX, a Delaware limited liability company, in its capacity as agent (“Agent”) for the Purchasers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2010 • Money4gold Holdings Inc • Services-personal services • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ______ day of March, 2010 by and between Money4Gold Holdings, Inc., a Delaware corporation (the “Company”) and those Persons who execute this Agreement and are identified on Schedule A (each and “Investor” and collectively, the “Investors”).
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTDirector Non-Qualified Stock Option Agreement • April 15th, 2009 • Money4gold Holdings Inc • Non-operating establishments • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of this __ day of ______, 200_ between Money4Gold Holdings, Inc. (the “Company”) and ________ (the “Director”), a member of the Company’s board of directors (the “Board”).
NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLANNon-Qualified Stock Option Agreement • September 21st, 2012 • usell.com, Inc. • Services-personal services • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 18, 2012 (the “Grant Date”), between Upstream Worldwide, Inc. (the “Company”) and Sergio Zyman (the “Optionee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated October 23, 2015, effective as of October 1, 2015 by and among uSell.com, Inc., a Delaware corporation (the “Company”), and Brian Tepfer and Scott Tepfer (collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2009 • Money4gold Holdings Inc • Services-personal services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of March 4, 2009, by and between Money4Gold Holdings, Inc. (formerly Effective Profitable Software, Inc.), a Delaware corporation (the “Company”), and Whalehaven Capital Fund Limited (“Subscriber”).
SECURITY AGREEMENTSecurity Agreement • May 20th, 2009 • Money4gold Holdings Inc • Services-personal services • New York
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among MODENA 2, INC. a Delaware Corporation and EPS, INC. an Arkansas Corporation effective as of May 10, 2005Stock Purchase Agreement and Share Exchange • June 7th, 2005 • Effective Profitable Software, Inc. • Non-operating establishments • Delaware
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this May 10, 2005, by and among Modena 2, Inc., a Delaware corporation with its principal place of business located at 1 Innwood Circle, Suite 103, Little Rock, Arkansas 72211 (“Modena”); EPS, Inc., an Arkansas corporation with its principal place of business located at 1 Innwood Circle, Suite 103, Little Rock, Arkansas 72211 (“EPS”) and the shareholders of EPS (“Shareholders”) as set forth on Exhibit A attached hereto (collectively EPS and the shareholders of EPS shall be known as the “EPS Group”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2009 • Money4gold Holdings Inc • Services-personal services • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 5th day of May, 2009, between Money4Gold Holdings, Inc., a Delaware corporation (the “Company”), and Douglas Feirstein (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated October 23, 2015, effective as of October 1, 2015, between BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited liability company (“We Sell”), (BST and We Sell, together, the “Company”) and Scott Tepfer (the “Executive”). The Executive acknowledges that while We Sell primarily carries on the business operated by the Company, BST conducts certain business for the Company. Accordingly, references to needing the consent of the Manager of We Sell apply for any business conducted by the Company.
NOTE PURCHASE AGREEMENT XXXXXXXXXXXXX, as Agent PURCHASERS From Time to Time Party Hereto, USELL.COM, INC., BST DISTRIBUTION, INC. and WE SELL CELLULAR LLC Dated: January 13, 2017Note Purchase Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2017, by and among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“WE SELL” together with USELL and BST, each a “Company” and collectively the “Companies”), Purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), XXXXXXXXXXXXX, a Delaware limited liability company, as agent for each Purchaser, (the “Agent” and together with Purchasers, the “Creditor Parties”).
Money4Gold Holdings, Inc.Money4gold Holdings Inc • March 31st, 2010 • Services-personal services
This letter evidences our recent agreement through which Leadcreations.com, LLC (“Leadcreations”) has agreed to reduce the accounts payable from Money4Gold Holdings, Inc. (the “Company”) by $50,000 in exchange for the Company issuing to Leadcreations 333,334 shares of common stock and 333,334 warrants exercisable at $0.30 per share as provided in the confidential private placement memorandum dated August 20, 2009.
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • Delaware
This Amendment No. 1 to Management Agreement (this “Amendment”) is entered into as of this 13th day of January, 2017, by and among uSell.com, a Delaware corporation (“uSell”), Scott Tepfer (“Scott”), Brian Tepfer (“Brian” and together with Scott, the “Tepfers”), Daniel Brauser (“Brauser”) and Nikhil Raman (“Raman”).
Money4Gold Holdings, Inc.Money4gold Holdings Inc • November 16th, 2009 • Services-personal services
This letter agreement amends the letter agreement entered into on September 30, 2009 (the “Agreement”), a copy of which is attached as Exhibit A, in order to correct a scriveners error. The Agreement reflected GRQ Consultants, Inc. 401(K) (“GRQ”) and Barry Honig converting a $500,000 loan with the Company into shares of the Company’s common stock at a price per share of $0.0857. The Agreement was meant to specify that $300,000 of the $500,000 loan had been made by GRQ and the remaining $200,000 had been loaned by Barry Honig, personally. Accordingly, 3,500,584 shares shall be issued to GRQ and 2,333,723 to Barry Honig.
Upstream Worldwide, Inc.Letter Agreement • March 30th, 2012 • Upstream Worldwide, Inc. • Services-personal services
This letter agreement amends our Software License Agreement dated July 7, 2012 (the “License Agreement”) by increasing the term from 12 months to 10 years. All other terms and conditions of the License Agreement shall remain in full force and effect.
Money4Gold Holdings, Inc.Money4gold Holdings Inc • March 31st, 2010 • Services-personal services
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 20th, 2010 • Upstream Worldwide, Inc. • Services-personal services • Delaware
This Restricted Stock Agreement (this “Agreement”) entered into as of ____________, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Upstream Worldwide, Inc., a Delaware corporation (the “Company”), to ________ (the “Recipient”) under the Company’s 2008 Equity Incentive Plan (the “Plan”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 20th, 2010 • Upstream Worldwide, Inc. • Services-personal services • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of_______ (the “Grant Date”) between Upstream Worldwide, Inc. (the “Company”) and __________ (the “Optionee”).
ContractMoney4gold Holdings Inc • March 31st, 2010 • Services-personal services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
This Stock Purchase Agreement (the “Agreement”) dated October 23, 2015, effective as of October 1, 2015 (the “Effective Date”), by and among BST Distribution, Inc. d/b/a We Sell Cellular, a New York corporation (“BST”), Scott Tepfer and Brian Tepfer (collectively, the “Sellers”) and uSell.com, Inc., a Delaware corporation (the “Buyer”). The Buyer, BST and the Sellers are referred to collectively herein as the “Parties.”
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 1st, 2016 • usell.com, Inc. • Services-personal services • New York
THIS AMENDMENT NO. 1 to NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of March 30, 2016 is entered into by and among USELL.COM, INC. (the “USELL”), BST DISTRIBUTION, INC. (“BST”), WE SELL CELLULAR LLC (“WE CELL” and together with USELL and BST, each a “Company” and collectively the “Companies”), _____________________________________ (each a “Purchaser” and collectively the “Purchasers”) and BAM ADMINISTRATIVE SERVICES, LLC in its capacity as agent for Purchaser (“Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 18th, 2009 • Money4gold Holdings Inc • Non-operating establishments • Florida
This Stockholders Agreement (the “Agreement”) is made and entered into as of the 5th day of May, 2009 by and among, Money4Gold Holdings, Inc., a Delaware corporation (“Money”), Daniel Brauser (“Brauser”), Hakan Koyuncu (“Koyuncu”), Todd Oretsky (“Oretsky”), and Douglas Feirstein (“Feirstein”) (Brauser, Koyuncu, Oretsky and Feirstein may sometimes be referred to herein individually as a “Stockholder” or collectively as the “Stockholders”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 17th, 2017 • usell.com, Inc. • Services-personal services
This Second Amendment to Note Purchase Agreement (this “Amendment”), effective as of November 2, 2017, by and among uSell.com, Inc., a Delaware corporation (“USELL”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular LLC, a Delaware limited liability company (“WE SELL” together with uSell and BST, each a “Company” and collectively the “Companies”), the Purchaser party hereto (the “Purchaser”) and **************** as agent for the Purchaser and the other Purchasers from time to time party to the Agreement (as hereafter defined) (the “Agent” and together with such Purchasers, the “Creditor Parties”).
