SECURITY AGREEMENTSecurity Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 13, 2017 among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“WE SELL”; together with USELL and BST, the “Companies” and each a “Company”), HD CAPITAL HOLDINGS LLC, a Delaware limited liability company (“HD Capital”), UPSTREAM PHONE COMPANY USA, INC., a Delaware corporation (“UPSTREAM”), and UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation (“UPSTREAM HOLDINGS”); together with HD CAPITAL, and UPSTREAM, each a “Subsidiary” and collectively, the “Subsidiaries”), together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and XXXXX, a Delaware limited li
SUBSIDIARY GUARANTYSubsidiary Guaranty • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 13 day of January, 2017, jointly and severally, by usell.com, Inc., a Delaware corporation (“usell”), BST Distribution, Inc., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“We Sell” and together with usell and BST, each a “Company” and collectively the “Companies”), HD Capital Holdings LLC, a Delaware limited liability company (“HD Capital”), Upstream Phone Company USA, Inc., a Delaware corporation (“Upstream”), and Upstream Phone Holdings, Inc., a Delaware corporation (“Upstream Holdings” and together with HD Capital, Upstream, and with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, each referred to individually as a “Guarantor” and collectively as the “Guarantors”); in favor of XXXXXXXXXXX, a Delaware li
PLEDGE AGREEMENTPledge Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS PLEDGE AGREEMENT made as of this 13 day of January, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., New York corporation (“BST”), UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation (“Upstream Holdings”); together with USELL and BST, the “Pledgors” and each, the “Pledgor”) and XXXX, a Delaware limited liability company, in its capacity as agent (“Agent”) for the Purchasers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
NOTE PURCHASE AGREEMENT XXXXXXXXXXXXX, as Agent PURCHASERS From Time to Time Party Hereto, USELL.COM, INC., BST DISTRIBUTION, INC. and WE SELL CELLULAR LLC Dated: January 13, 2017Note Purchase Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2017, by and among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., a New York corporation (“BST”), WE SELL CELLULAR LLC, a Delaware limited liability company (“WE SELL” together with USELL and BST, each a “Company” and collectively the “Companies”), Purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), XXXXXXXXXXXXX, a Delaware limited liability company, as agent for each Purchaser, (the “Agent” and together with Purchasers, the “Creditor Parties”).
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • Delaware
This Amendment No. 1 to Management Agreement (this “Amendment”) is entered into as of this 13th day of January, 2017, by and among uSell.com, a Delaware corporation (“uSell”), Scott Tepfer (“Scott”), Brian Tepfer (“Brian” and together with Scott, the “Tepfers”), Daniel Brauser (“Brauser”) and Nikhil Raman (“Raman”).
CONTRIBUTION AGREEMENTContribution Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of January 13, 2017 by and between XXXXXXXXXXX, a Delaware limited liability company (“XXXX”), uSell.com, Inc., a Delaware corporation (“uSell”) and XXXX, a Delaware limited liability company (the “Company”). Except as otherwise provided, any capitalized terms used but not defined herein are defined in the LLC Agreement (as defined below).
SERVICES AGREEMENTServices Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • New York
THIS SERVICES AGREEMENT (the “Agreement”) is entered into as of January 13, 2017 by and between uSell.com, Inc., a Delaware corporation and its Affiliates (collectively, the “Service Provider”) and XXXX, a Delaware limited liability company (the “Company”). Capitalized terms not defined herein shall have the meaning given to such terms in the LLC Agreement (as defined herein).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • Delaware
This Non-Competition and Confidentiality Agreement (the “Agreement”) is entered into as of January 13, 2017 (the “Effective Date”) by and among uSell.com, Inc., a Delaware corporation (“uSell”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited liability company (“WeSell”), and each of their affiliates, and XXXX, a Delaware limited liability LLC (the “LLC”) (collectively, the “Companies”), and Nikhil Raman (“Raman” or the “Executive”). The Companies and Raman are collectively referred to herein as the “Parties”) for all purposes under this Agreement except where apparent from the context the word uSell includes all of its affiliates.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 13 day of January, 2017 by USELL.COM, INC., a Delaware corporation (“Grantor”), in favor of XXXX, a Delaware limited liability company, in its capacity as agent (together with its successors and assigns in such capacity, the “Agent”) for the benefit of itself and Purchasers (as defined in the Purchase Agreement described below) (together with its successors and assigns in such capacity, “Grantee”):
FORM OF NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • January 19th, 2017 • usell.com, Inc. • Services-personal services • Delaware
This Non-Competition and Confidentiality Agreement (the “Agreement”) is entered into as of January 13, 2017 (the “Effective Date”) by and among uSell.com, Inc., a Delaware corporation (“uSell”), BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited liability company (“WeSell”), and each of their affiliates, and XXXX, a Delaware limited liability LLC (the “LLC”) (collectively, the “Companies”), and _________ Tepfer (“Tepfer” or the “Executive”). The Companies and Tepfer are collectively referred to herein as the “Parties”) for all purposes under this Agreement except where apparent from the context the word uSell includes all of its affiliates.
