SECURITY AGREEMENTSecurity Agreement • October 27th, 2015 • 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 October 23, 2015 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 BAM Administrative Services
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 27th, 2015 • 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 23rd day of October, 2015, 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 BAM Administrative Servi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated October 23, 2015, effective as of October 1, 2015 by and among uSell.com, Inc., a Delaware corporation (the “Company”), and Brian Tepfer and Scott Tepfer (collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated October 23, 2015, effective as of October 1, 2015, between BST Distribution, Inc., a New York corporation (“BST”), We Sell Cellular, LLC, a Delaware limited liability company (“We Sell”), (BST and We Sell, together, the “Company”) and Scott Tepfer (the “Executive”). The Executive acknowledges that while We Sell primarily carries on the business operated by the Company, BST conducts certain business for the Company. Accordingly, references to needing the consent of the Manager of We Sell apply for any business conducted by the Company.
NOTE PURCHASE AGREEMENT BAM ADMINISTRATIVE SERVICES, LLC, as Agent PURCHASERS From Time to Time Party Hereto, USELL.COM, INC., BST DISTRIBUTION, INC. and WE SELL CELLULAR LLC Dated: October 23, 2015Note Purchase Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2015, 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”), BAM ADMINISTRATIVE SERVICES, LLC., a Delaware limited liability company, as agent for each Purchaser, (the “Agent” and together with Purchasers, the “Creditor Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
This Stock Purchase Agreement (the “Agreement”) dated October 23, 2015, effective as of October 1, 2015 (the “Effective Date”), by and among BST Distribution, Inc. d/b/a We Sell Cellular, a New York corporation (“BST”), Scott Tepfer and Brian Tepfer (collectively, the “Sellers”) and uSell.com, Inc., a Delaware corporation (the “Buyer”). The Buyer, BST and the Sellers are referred to collectively herein as the “Parties.”
SHAREHOLDERS AGREEMENTShareholders Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
This Shareholders Agreement (this “Agreement”) is dated October 23, 2015, effective as of October 1, 2015, by and among, uSell.com, Inc., a Delaware corporation (“uSell”), Daniel Brauser (“Brauser”), Nikhil Raman (“Raman”), Scott Tepfer (“Scott”) and Brian Tepfer (“Brian”) (Brauser, Raman, Scott and Brian may sometimes be referred to herein individually as a “Shareholder” or collectively as the “Shareholders”).
PLEDGE AGREEMENTPledge Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
THIS PLEDGE AGREEMENT made as of this 23rd day of October, 2015 (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”; together with USELL, the “Pledgors” and each, the “Pledgor”) and BAM Administrative Services LLC, 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”).
MANAGEMENT AGREEMENTManagement Agreement • October 27th, 2015 • usell.com, Inc. • Services-personal services • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is dated October 23, 2015, effective as of October 1, 2015 (the “Effective Date”) by and among uSell.com, Inc., a Delaware Corporation (“uSell”), Scott Tepfer (“Scott”), Brian Tepfer (“Brian,” and together with Scott, the “Tepfers”), Daniel Brauser (“Brauser”), and Nikhil Raman (“Raman”). The Tepfers, uSell, Brauser and Raman may be referred to in this Agreement collectively as the Parties or individually as a Party. With the prior written consent of Brian and Scott, which will not be unreasonably withheld, uSell may designate a substitute for Brauser and/or Raman, which person(s) shall execute a joinder to and become a party to this Agreement.
COLLATERAL ASSIGNMENTCollateral Assignment • October 27th, 2015 • usell.com, Inc. • Services-personal services
FOR VALUE RECEIVED, and as collateral security for all Liabilities (as defined in the Security Agreement dated as of October 23, 2015 by and among Assignor, the other Debtors referred to therein and the Assignee (as amended, modified, restated or supplemented from time to time, the “Security Agreement”)), each Assignor hereby collaterally assigns, transfers and sets over unto Assignee, its successors and assigns, for the ratable benefit of the Creditor Parties, all of its rights, but not its obligations, under (a) that certain Stock Purchase Agreement dated October 23, 2015, effective as of October 1, 2015, by and among Assignor, as purchaser, and BST, Scott Tepfer and Brian Tepfer, as sellers (collectively, “Sellers”), and all of the other agreements and documents by which equity interests, assets or rights of the Sellers are transferred to Assignor, (b) that certain Assignment Agreement dated October 23, 2015, effective as of October 1, 2015, by and among BST, We Cell, and Sellers, (
