CLOSING AGREEMENTClosing Agreement • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores • Texas
This Closing Agreement (“Agreement”) is entered into effective as of the 25th day of May, 2010 (“Effective Date”), by and among DGSE Companies, Inc., a Nevada corporation (hereinafter referred to as “Company”), Dr. L.S. Smith, an individual (hereinafter referred to as “Dr. Smith”) and NTR Metals, LLC, a Texas limited liability company (hereinafter referred to as “NTR”).
August 15, 2011Option Exercise Agreement • August 17th, 2011 • NTR Metals, LLC • Retail-jewelry stores
This letter agreement (this “Letter Agreement”) evidences the mutual agreement between myself and NTR Metals, LLC, a Texas limited liability company (“NTR”) in accordance with Section 7 of that certain Option Exercise Agreement, dated June 10, 2011, by and between myself and NTR, as previously amended by that certain Letter Agreement, dated July 15, 2011, by and between myself and NTR (the “Option Exercise Agreement”), to extend the Termination Date (as that term is defined in the Option Exercise Agreement) to September 15, 2011.
September 15, 2011Escrow Agreement • September 19th, 2011 • NTR Metals, LLC • Retail-jewelry stores
AMENDMENT NO. 1 TO OPTION GRANT AGREEMENTOption Grant Agreement • January 10th, 2013 • NTR Metals, LLC • Retail-jewelry stores
This AMENDMENT NO. 1 TO OPTION GRANT AGREEMENT (this “Amendment”), dated as of January 7, 2013, by and between NTR Metals, LLC, a Texas limited liability company (the “Optionee”) and DGSE Companies, Inc., a Nevada corporation (the “Company”), hereby amends that certain Option Grant Agreement dated October 25, 2011 (the “Agreement”), by and between the Company and the Optionee (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
ESCROW AGREEMENTEscrow Agreement • June 14th, 2011 • NTR Metals, LLC • Retail-jewelry stores • Texas
This ESCROW AGREEMENT (this “Agreement”) is dated as of June 10, 2011, by and among DR. L.S. SMITH (the “Seller”), NTR METALS, LLC, a Texas limited liability company (the “Purchaser”), and K&L GATES LLP (the “Escrow Agent,” and together with Seller and Purchaser, the “Parties”).
NTR METALS, LLC AMENDMENT TO STOCK AGREEMENT October 31, 2012Stock Agreement • October 31st, 2012 • NTR Metals, LLC • Retail-jewelry stores
This Amendment to Stock Agreement (this “Agreement”) is made and entered into as of the date set forth above, by and among NTR Metals, LLC (the “Company”) and James J. Vierling (“Vierling”). Capitalized terms used but not defined herein have the meaning assigned to them in the Stock Agreement (as defined below).
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores
This Partial Assignment Agreement (“Agreement”) is made and entered into effective as of the 25th day of May, 2010 (“Effective Date”), by and among DGSE Companies, Inc., a Nevada corporation (hereinafter referred to as “Assignor” or “Company”), and NTR Metals, LLC, a Texas limited liability company (hereinafter referred to as “Assignee”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2018 • NTR Metals, LLC • Retail-jewelry stores
Under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of DGSE Companies, Inc. beneficially owned by each of them.
LOCK-UP AGREEMENTLock-Up Agreement • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2010, by and between DGSE Companies, Inc., a Nevada corporation (the “Company”), and NTR Metals, LLC, a Texas limited liability company (the “Stockholder”), which is becoming a shareholder of the Company pursuant to the repurchase of 3,000,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) as contemplated by (i) the Purchase and Sale Agreement (and amendment thereto), dated January 27, 2010, by and among the Company and the court-appointed receiver for Stanford International Bank, LTD (the “SIBL Purchase Agreement”); (ii) the Partial Assignment Agreement, dated May 25, 2010, by and among the Company and the Stockholder (the “Partial Assignment Agreement”); and (iii) the Closing Agreement, dated May 25, 2010, by and among the Company, the Stockholder, and Dr. L.S. Smith, an individual (the “Closing Agreement,” and together with the SIBL Purchase Agreement, the Partial Assignment Ag
July 20, 2011Escrow Agreement • August 4th, 2011 • NTR Metals, LLC • Retail-jewelry stores
STOCK AGREEMENTStock Agreement • October 31st, 2012 • NTR Metals, LLC • Retail-jewelry stores
This Stock Agreement (“Agreement”) is made and entered into as of September 9, 2011, by and between NTR Metals, LLC, a Texas limited liability company (“NTR”) and James J. Vierling (“Vierling”).
Investor Representation Letter and Agreement NTR Metal, LLC 10720 Composite Drive Dallas, TX 75220 May 16, 2011Investor Representation Letter and Agreement • July 31st, 2013 • NTR Metals, LLC • Retail-jewelry stores
NTR Metals, LLC, a Texas limited liability company (“NTR”) is acquiring 125,000 shares of the common stock of DGSE Companies, Inc., a Nevada corporation (the “Company”), par value $0.01 per share (the “Shares”), in exchange for the satisfaction of debts of the Company owed to NTR that were incurred as a result of bullion-related transactions dated 5/11/2010, in the amount of $367,735, and dated 10/15/2010, in the amount of $143,472, for an aggregate debt of $511,207 resulting from bullion-related transactions (the “Debt”).
CONTRIBUTION AGREEMENTContribution Agreement • January 10th, 2013 • NTR Metals, LLC • Retail-jewelry stores • Delaware
This Contribution Agreement (“Agreement”) is dated as of January 2, 2013, by and between Elemetal, LLC, a Delaware limited liability company (“Elemetal”) and NTR Metals, LLC, a Texas limited liability company (“NTR Metals”).
OPTION EXERCISE AGREEMENTOption Exercise Agreement • June 14th, 2011 • NTR Metals, LLC • Retail-jewelry stores • Texas
This OPTION EXERCISE AGREEMENT (this “Agreement”) is dated as of June 10, 2011, by and between DR. L.S. SMITH (the “Seller”) and NTR METALS, LLC, a Texas limited liability company (the “Purchaser”).
NTR Metals, LLC 10720 Composite Drive Dallas, TX 75220 September 12, 2011Securities Purchase Agreement • September 19th, 2011 • NTR Metals, LLC • Retail-jewelry stores
NTR Metals, LLC, a Texas limited liability company (“NTR”), has entered into that certain Securities Purchase Agreement, dated September 12, 2011 (the “Purchase Agreement”), with DGSE Companies, Inc., a Nevada corporation (the “Company”), pursuant to which NTR will purchase four hundred thousand (400,000) shares of the common stock of the Company, par value $0.01 per share (the “Shares”), for a purchase price of five dollars ($5) per share, for an aggregate of two million dollars ($2,000,000) (the “Purchase Price”). In exchange for DGSE’s agreement to waive the requirement of Section 2.1 of the Purchase Agreement that NTR pay the Purchase price by wire transfer of immediately available funds, NTR hereby agrees to irrevocably waive and forgive an aggregate of two million dollars ($2,000,000) in debt resulting from transactions between the Company and NTR (the “Debt”) currently owed to NTR by the Company.
NTR METALS, LLC SECOND AMENDMENT TO STOCK AGREEM ENT March 31, 2013Stock Agreement • July 31st, 2013 • NTR Metals, LLC • Retail-jewelry stores
This Second Amendment to Stock Agreement (this “ Second Amendment”) is made and entered into as of the date set forth above, by and among NTR Metals, LLC (the “Company”) and James J. Vierling (“ Vierling”). Capitalized terms used but not defined here in have the meaning assigned to them in the Stock Agreement (as defined below).
August 15, 2011Escrow Agreement • August 17th, 2011 • NTR Metals, LLC • Retail-jewelry stores
September 15, 2011Option Exercise Agreement • September 19th, 2011 • NTR Metals, LLC • Retail-jewelry stores
This letter agreement (this “Letter Agreement”) evidences the mutual agreement between myself and NTR Metals, LLC, a Texas limited liability company (“NTR”), in accordance with Section 7 of that certain Option Exercise Agreement, dated June 10, 2011, by and between myself and NTR, as previously amended by that certain Letter Agreement, dated July 15, 2011, by and between myself and NTR and that certain Letter Agreement, dated August 15, 2011, by and between myself and NTR (the “Option Exercise Agreement”), to extend the Termination Date (as that term is defined in the Option Exercise Agreement) to September 17, 2011.
AGREEMENT TO EXECUTE SMITH IRREVOCABLE PROXYAgreement to Execute Smith Irrevocable Proxy • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores • Texas
This Agreement to Exercise Smith Irrevocable Proxy (“Agreement”) is made and entered into effective as of the 25th day of May, 2010 (“Agreement Effective Date”), by and among Dr. L.S. Smith, Individually (“Dr. Smith”) and NTR Metals, LLC, a Texas limited liability company (“NTR”).
July 15, 2011Option Exercise Agreement • August 4th, 2011 • NTR Metals, LLC • Retail-jewelry stores
This letter agreement (this “Letter Agreement”) evidences the mutual agreement between myself and NTR Metals, LLC, a Texas limited liability company (“NTR”), in accordance with Section 7 of that certain Option Exercise Agreement, dated June 10, 2011, by and between myself and NTR (“Option Exercise Agreement”), to extend the Termination Date (as that term is defined in the Option Exercise Agreement) to August 15, 2011.
NTR METALS, LLC AGREEMENT TO EXERCISE RIGHTS UNDER STOCK AGREEMENT July 18, 2013Agreement to Exercise Rights Under Stock Agreement • July 31st, 2013 • NTR Metals, LLC • Retail-jewelry stores • Texas
This Agreement to Exercise Rights under Stock Agreement (this “Agreement”) is made and entered into as of the date set forth above, by and among NTR Metals, LLC (the “Company”) and James J. Vierling (“Vierling”). Capitalized terms used but not defined herein have the meaning assigned to them in the Stock Agreement (as defined below).
AMENDMENT TO CONTRIBUTION AGREEMENT April 10, 2013Contribution Agreement • July 31st, 2013 • NTR Metals, LLC • Retail-jewelry stores
This Amendment to Contribution Agreement (this “Agreement”) is made and entered into as of the date set forth above, by and between Elemetal, LLC, a Delaware limited liability company (“Elemetal”) and NTR Metals, LLC, a Texas limited liability company (“NTR Metals”). Capitalized terms used but not defined herein have the meaning assigned to them in the Contribution Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2013 • NTR Metals, LLC • Retail-jewelry stores
Under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of DGSE Companies, Inc. beneficially owned by each of them.
NTR IRREVOCABLE PROXY TO VOTE SHARES IN DGSE COMPANIES, INC. May 25, 2010Irrevocable Proxy to Vote Shares • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores
This Irrevocable Proxy to Vote Shares (this “Proxy”) is made and entered into effective as of the 25 th day of May, 2010 (the “Effective Date”), by and between NTR METALS, LLC, a Texas limited liability company (“NTR”) and DR. L.S. SMITH, an individual and a resident of the State of Texas (“Dr. Smith”).
OPTION CONTRACTOption Agreement • June 1st, 2010 • NTR Metals, LLC • Retail-jewelry stores • Texas
THIS OPTION AGREEMENT (“Agreement”) is entered into this 25th day of May, 2010, by and between Dr. L.S. Smith, an individual (“Smith” or “Grantor”) and NTR Metals, LLC, a Texas limited liability company (“NTR” or “Grantee”).
