0001193125-13-312671 Sample Contracts

Investor Representation Letter and Agreement NTR Metal, LLC 10720 Composite Drive Dallas, TX 75220 May 16, 2011
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”).

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NTR METALS, LLC SECOND AMENDMENT TO STOCK AGREEM ENT March 31, 2013
Stock 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).

NTR METALS, LLC AGREEMENT TO EXERCISE RIGHTS UNDER STOCK AGREEMENT July 18, 2013
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, 2013
Contribution 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).

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