0001144204-12-052307 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLAN
Non-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”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 21st, 2012 • usell.com, Inc. • Services-personal services • Delaware

This Restricted Stock Agreement (this “Agreement”) entered into as of July 18, 2012, 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 [See Schedule I] (the “Recipient”) outside of the 2008 Equity Incentive Plan.

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