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
WARRANT ------- 4,000,000 SHARES April 3, 2002Tangible Asset Galleries Inc • February 19th, 2003 • Wholesale-jewelry, watches, precious stones & metals
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
EXHIBIT 4.3 TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT TANGIBLE ASSET GALLERIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is made this 20th day of November, 2000, between Tangible Asset Galleries,...Stock Option Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 10.1 SUPERIOR GALLERIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of _______________, 20__, by and between Superior Galleries, Inc., a Delaware corporation (the "COMPANY"), and...Indemnification Agreement • July 8th, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Delaware
RECITALS:Consulting Agreement • December 2nd, 2004 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
EXHIBIT 4.3 FORM OF INCENTIVE STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTIONS) (NOT TO BE USED FOR 10% SHAREHOLDERS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned...Incentive Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 4.2 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT SUPERIOR GALLERIES, INC. STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTIONS) I. NOTICE OF STOCK OPTION GRANT (Participant's Name and Address) The undersigned Participant has been granted an...Nonqualified Stock Option Agreement • September 17th, 2003 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
RECITALS --------Loan and Security 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
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D,...Joint Filing Agreement • May 22nd, 2002 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the securities of Tangible Asset Galleries, Inc., a Nevada corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
AGREEMENT ---------Employment Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
R E C I T A L S ---------------Loan and Security Agreement • April 1st, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
EXHIBIT 10.11 GUARANTY AGREEMENT ------------------ KNOW YE ALL MEN BY THESE PRESENTS THAT: WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut...Guaranty Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Connecticut
WHEREAS, National Recovery Limited Partnership, a Connecticut Limited Partnership having a place of business at 27 Mischa Hill Road, Trumbull, Connecticut 06611 (hereinafter referred to as "Lender") has granted to Tangible Collectibles, Inc. a Delaware corporation having a principal place of business at 3444 Via Lido, Newport Beach, California 92663 (hereinafter referred to as "Borrower") a commercial demand loan in the principal amount of ONE MILLION AND 00/100 ($1,000,000.00) DOLLARS on this date (hereinafter referred to as the "Loan") and
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 9, 2001 among Tangible Asset Galleries, Inc., a Nevada corporation ("Parent"), and Tangible Asset Galleries Acquisition Corp., a...Agreement and Plan of Merger • July 6th, 2001 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
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
RECITALS --------Lease Agreement • February 19th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
BY AND AMONGAgreement and Plan of Reorganization • July 6th, 2000 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
SELLER SUPERIOR GALLERIES, INC. AND BUYER TANGIBLE ACQUISITION II CORPORATIONAsset Purchase Agreement • July 20th, 2001 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
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 10.10 COMMERCIAL DEMAND NOTE ---------------------- $375,000.00 Newport Beach, California October 1, 2001 FOR VALUE RECEIVED, ON DEMAND, the undersigned, (hereinafter referred to as "Maker") promises to pay to the order of National Recovery...Tangible Asset Galleries Inc • February 19th, 2003 • Wholesale-jewelry, watches, precious stones & metals
FOR VALUE RECEIVED, ON DEMAND, the undersigned, (hereinafter referred to as "Maker") promises to pay to the order of National Recovery Limited Partnership (hereinafter referred to as "Lender"), at its main office at 27 Mischa Hill Road, Trumbull, Connecticut 06611, or at such other place as the Lender shall from time to time designate in writing, on demand the principal sum of THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO CENTS ($375,000.00) with interest from the date hereof, computed on a 360 day year, on so much of said principal sum as shall from time to time be outstanding, at the interest rate of thirteen and ninety nine one hundredths percent (13.99%) per annum together with all taxes assessed or enforced against said payee or other holder of this Note upon said sum or this Note, and all its reasonable costs, expenses and attorney's fees incurred or charged in any action or proceeding for collection of said debt or in any litigation arising from or concerning said debt or i
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 10.9 SECURED REVOLVING LINE OF CREDIT AGREEMENT ------------------------------------------ THIS SECURED REVOLVING LINE OF CREDIT AGREEMENT ("Agreement") is made and entered into effective as of August 8, 2002, by and between TANGIBLE ASSET...Credit Agreement • December 2nd, 2004 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
GUARANTYTangible Asset Galleries Inc • February 19th, 2003 • Wholesale-jewelry, watches, precious stones & metals • California
EXHIBIT 10.1 SERIES E PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 29, 2005 (this "AGREEMENT"), is entered into by and between SUPERIOR GALLERIES, INC., a corporation formed under the laws of...Series E Preferred Stock Purchase Agreement • April 1st, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Florida
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 2.1 IMPORTANT NOTICE THIS 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 CORP., A WHOLLY-OWNED...Agreement and Plan of Merger and Reorganization • July 17th, 2006 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Texas
EXHIBIT 10.1 Securities Purchase AgreementRegistration Rights Agreement • February 26th, 2003 • Tangible Asset Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • Nevada
Exhibit 10.2 SECOND AMENDMENT TO RENEWAL AND MODIFICATION AGREEMENT This Second Amendment to Renewal and Modification Agreement (hereafter "Second Amended Agreement") is made and entered into effective July 31, 2005 by and between SUPERIOR GALLERIES,...Renewal and Modification Agreement • August 2nd, 2005 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals
R E C I T A L SPrepayment Agreement • May 11th, 2006 • Superior Galleries Inc • Wholesale-jewelry, watches, precious stones & metals • California
