FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 12, 2011, by and between DGSE Companies, Inc., a Nevada corporation (the “Company”) and the undersigned shareholders (the “Shareholders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2011, by and between DGSE Companies, Inc., a Nevada corporation (the “Company”), and the undersigned shareholders of the Company (the “Shareholders”) who are acquiring an aggregate of six hundred thousand (600,000) shares (the “Shares”) of the common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to that certain Agreement and Plan of Merger, dated September 12, 2011, by and among the Company, SBT, Inc., Southern Bullion Trading, LLC, NTR Metals LLC and the members of Southern Bullion Trading, LLC (the “Merger Agreement”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN DGSE COMPANIES, INC. AND NTR METALS, LLC DATED AS OF SEPTEMBER 12, 2011Securities Purchase Agreement • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Texas
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2011 (the “Effective Date”), is entered into by and between DGSE COMPANIES, INC., a Nevada corporation (the “Company”), and NTR METALS, LLC, a Texas limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER AMONG DGSE COMPANIES, INC., SBT, INC., SOUTHERN BULLION TRADING, LLC, NTR METALS, LLC, AND MEMBERS OF SOUTHERN BULLION TRADING, LLC DATED AS OF SEPTEMBER 12, 2011Agreement and Plan of Merger • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2011, by and among DGSE Companies, Inc., a Nevada corporation (the “Buyer”), Southern Bullion Trading, LLC, a Texas limited liability company (the “Target”), SBT, Inc., a Nevada corporation and a wholly-owned subsidiary of the Buyer (“MergerSub”), NTR Metals, LLC, a Texas limited liability company (“NTR”), and the members of Target (the “Members”).
DGSE COMPANIES, INC. FORM OF OPTION GRANT AGREEMENTOption Grant Agreement • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Nevada
This Option Grant Agreement (this “Option Agreement”) is entered into as of September ____, 2011 (the “Date of Grant”), by and between ________________________ (the “Optionee”) and DGSE Companies, Inc., a Nevada corporation (the “Company”), in connection with that certain Agreement and Plan of Merger, dated September 12, 2011, by and among the Company, SBT, Inc. (“MergerSub”), Southern Bullion Trading, LLC (“SBT”), NTR Metals LLC and the members of Southern Bullion Trading LLC (the “Merger Agreement”), whereby SBT will merge with and into MergerSub, with the MergerSub as the surviving entity (the “Surviving Entity”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.
FORM OF ESCROW AGREEMENTEscrow Agreement • September 16th, 2011 • Dgse Companies Inc • Retail-jewelry stores • Texas
This Escrow Agreement (this “Escrow Agreement”), by and among DGSE Companies, Inc., a Nevada Corporation (“Purchaser”), NTR Metals, LLC, a Texas limited liability company (the “Member Representative”), and Compass Bank, a state-chartered Federal Reserve System member bank organized under the laws of the State of Alabama with its principal offices in Birmingham, Alabama (in its capacity as escrow agent hereunder, “Escrow Agent”), is made and entered into effective as of the date accepted by Escrow Agent, which date is set forth below its signature at the end of this Escrow Agreement (the “Effective Date”).
