0001144204-14-035996 Sample Contracts

UNDERWRITING AGREEMENT between USELL.COM, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters USELL.COM, INC. UNDERWRITING AGREEMENT
Underwriting 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:

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USELL.COM, INC. AND AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF JUNE _______, 2014
Warrant 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”).

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