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
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
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
WARRANT For the Purchase of Common Stock of DGSE COMPANIES, INC. a Nevada corporationSuperior Galleries Inc • January 9th, 2007 • Wholesale-jewelry, watches, precious stones & metals • Texas
RECITALS --------Loan and Security Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
AGREEMENT ---------Forbearance Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
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
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
AGREEMENT ---------And Security Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
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 2.1 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...Agreement and Plan of Merger • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
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 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 Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
Exhibit 2.9 LIMITED JOINDER AGREEMENT THIS LIMITED JOINDER 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 assigns,...Limited Joinder Agreement • January 9th, 2007 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
