Exhibit 10.1

STOCK PURCHASE AGREEMENT

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.”

This Agreement contemplates a transaction in which Buyer will purchase all of the capital stock of BST from the Sellers upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.           Definitions . In addition to the definitions appearing elsewhere in this Agreement, the following capitalized words and phrases have the meaning provided.

“Action” means a private or governmental claim, action, suit (whether in law or in equity), or proceeding of any nature.

“Adjustment Amount” has the meaning contained in Section 7.6(a).

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

“Affiliated Group” means any affiliated group within the meaning of Code Section 1504(a).

“Agreement” has the meaning set forth in the preface above.

“Assignment Agreement” means the Assignment of Samsung Litigation in the form annexed as Exhibit E .

“Assignment of Samsung Litigation” has the meaning contained in Section 7.5.

“Assumption Agreement” means the Assumption of Samsung Litigation in the form annexed as Exhibit C .

“Assumption of Samsung Litigation Costs” has the meaning contained in Section 7.5.

“Board Indemnification Agreement” means the Indemnification Agreement of uSell in favor of Brian Tepfer in the form annexed as Exhibit J .

“BST” has the meaning in the preface above.

“Buyer” has the meaning set forth in the preface above.

“Closing” has the meaning set forth in Section 2(c) below.

“Closing Date” means the Effective Date.

“Closing Date Balance Sheet” means a consolidated balance sheet of BST and We Sell as of the close of business on the Closing Date, which shall be audited or unaudited as apparent from the context.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” has the meaning set forth in Section 8(a) below.

“Deferred Compensation Plan” has the meaning set forth in Section 3(l)(vi)

“Developer” has the meaning set forth in Section 3(j)(vi).

“Developer Agreement” has the meaning set forth in Section 3(j)(vi).

“Disclosure Schedule” has the meaning set forth in Section 3 below.

“Effective Date” has the meaning in the preface above.

“Employment Agreements” shall mean the Employment Agreements, in the form attached hereto as Exhibit A, between each Seller and We Sell.

“Environmental, Health, and Safety Requirements” shall mean, as amended and as now and hereafter in effect, all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation

“Environment Law” has the meaning set forth in Section 3(k).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange” has the meaning set forth in Section 7.4(a).         

“Exchange Act” means the Securities Exchange Act of 1934.

“Fair Market Value” means $1.20 for each uSell Share issued under this Agreement or $10,294,721 for all of the uSell Shares issued under this Agreement. The per share number is subject to adjustment for stock splits, stock dividends and combinations.

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, including the rules and regulations thereunder.

“Family Member” has the meaning contained in Rule 701 under the Securities Act.

“Financial Statements” has the meaning set forth in Section 3(u) below.

“GAAP” means United States generally accepted accounting principles as in effect from time-to-time.

“General Expiration Date” has the meaning contained in Section 7.3(b).

“Indemnified Party(ies)” has the meaning set forth in Section 7.2(a) below.

“Indemnifying Party(ies)” has the meaning set forth in Section 7.2(a) below.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed names and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all trade secrets and know-how (including formulas, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) all computer software (including source code, object code, diagrams, data and related documentation), and (f) all copies and tangible embodiments of the foregoing (in whatever form or medium).

“Intellectual Property Agreements” has the meaning set forth in Section 3(j)(iii).

“Knowledge” means that (i) in the case of a Person, the Person is actually aware of the fact or other matter to which the term “Knowledge” relates, (ii) in the case of BST or We Sell, both or either of the Sellers is actually aware of, or in the exercise of reasonable diligence should be aware of, the fact or other matter to which the term “Knowledge” relates, or (iii) in the case of an entity other than BST or We Sell, any officer, director or manager of the applicable entity, is actually aware of, or in the exercise of reasonable diligence would be aware of, the fact or other matter to which the term “Knowledge” relates.

“Laws” has the meaning set forth in Section 3(g)(i).

“ Liability or Liabilities" means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due.

“Lien” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, including any Liens imposed by Laws.

“Losses” means losses, liabilities, damages, deficiencies, costs and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and disbursements incurred in connection with any Action).

Management Agreement” means an agreement among uSell, the Sellers, Daniel Brauser and Nikhil Raman in the form annexed as Exhibit B

“Material Adverse Effect” means any effect or change that would be materially adverse to the business of the applicable Party and its Subsidiaries, taken as a whole, or to the ability of any Party to consummate timely the transactions contemplated by this Agreement and the Related Agreements (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether the other Party has Knowledge of such effect or change on the date hereof), but specifically excluding the following: changes arising in the United States economic conditions, capital market conditions, regulatory conditions, political conditions; changes in conditions generally applicable to the industry or industries in which the applicable Party is involved; changes resulting from changes in accounting requirements, including but not limited to GAAP; changes resulting from changes in Laws affecting the applicable Party’s business; changes resulting from acts of war, declared or undeclared, armed hostilities or terrorism; and changes resulting from execution of, compliance with or announcement of this Agreement.

“Most Recent Financial Statements” has the meaning set forth in Section 3(u) below.

“Most Recent Fiscal Month End” has the meaning set forth in Section 3(u) below.

“Most Recent Fiscal Year End” has the meaning set forth in Section 3(u) below.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Offered Amount” has the meaning set forth in Section 7.9(b) below.

“Party or Parties” has the meaning set forth in the preface above.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity (or any department, agency, or political subdivision thereof) or any other entity.

“Registration Rights Agreement” means the Registration Rights Agreement between the Buyer and the Sellers in the form annexed as Exhibit F .

“Related Agreements” means the Employment Agreements, the Registration Rights Agreement, the Management Agreement, and the uSell Shareholders Agreement, each dated the date of this Agreement.

“Representatives” has the meaning set forth in Section 8(a).

“Samsung” has the meaning set forth in Section 3(ff).

“Samsung Litigation” has the meaning set forth in Section 7.5.

“SEC” means the Securities and Exchange Commission.

“SEC Documents” has the meaning set forth in Section 5(k)(i).         

“Securities Act” means the Securities Act of 1933.

“Security” has the meaning set forth in Section 7.9(b) below.

“Seller’s Pro Rata Percentage” has the meaning set forth in Section 4 below.

“Sellers” has the meaning set forth in the preface above.

“Shares” means the capital stock of BST.

“Subsidiary or Subsidiaries” means any corporation, limited liability company or partnership with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or equity interests, is or controls the general partner or manager, or has the power to vote or direct, directly or indirectly, the voting of sufficient securities to elect a majority of the directors, general partners or managers, as applicable.

“Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, intangibles, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the tax liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to any Tax, including any schedule or attachment thereto, and including any amendment thereof.

“uSell Shares” means 9,358,837 shares of uSell common stock.

“uSell Shareholders Agreement” means the Shareholders Agreement, in the form annexed as Exhibit D, among uSell, the Sellers, Daniel Brauser and Nikhil Raman.

“We Sell” refers to We Sell Cellular LLC, a Delaware limited liability company.

“We Sell Interests” means all of the issued and outstanding membership interests in We Sell.

(a)           Purchase and Sale of Shares . On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, convey, and deliver to the Buyer free and clear of all claims, Liens or other title defects, the Shares for the consideration specified below in this Section 2.

(b)           Share Exchange . The Shares shall be exchanged for the uSell Shares. The uSell Shares shall be paid to, and allocated among, the Sellers equally with one extra share issued to Brian Tepfer. The number of uSell Shares delivered at the Closing as defined below shall be subject to reduction as provided in Section 7.6.

(c)           The Closing . The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution of this Agreement, by exchange of documents electronically, with original documents to follow (or such time or place as the Parties may mutually determine), on the Effective Date.

(d)           Deliveries at the Closing . At the Closing, (i) the Sellers and BST will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 6(a) below; and (ii) the Buyer will deliver to the Sellers the various certificates, instruments and documents referred to in Section 6(b) below.

3.             Representations and Warranties of the Sellers . Attached is a disclosure schedule entitled and referred to herein as the “Disclosure Schedule”. The Disclosure Schedule is divided into schedules which are numbered to correspond to sections of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any matter which is disclosed in any particular schedule of the Disclosure Schedule, or Exhibits thereto, shall be deemed to be disclosed in respect of all Sections of this Agreement to which such disclosure may relate and to qualify all of the representations and warranties of the Sellers contained in this Agreement that are relevant thereto. The phrase “BST and We Sell” includes matters which refer to each entity jointly or either of them. Subject to the qualifications, exclusions, limitations and disclosures set forth below and in the Disclosure Schedule, the Sellers, jointly and severally, represent and warrant to the Buyer as follows.

(a)           Organization and Qualification . BST is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York. We Sell is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is duly authorized to conduct business under the name We Sell Cellular I LLC and is in good standing in the State of New York. BST and We Sell each has the corporate or limited liability company power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.

(b)           Authorization of Transaction . BST has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BST, enforceable against BST in accordance with its terms and conditions.

(c)           Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any Laws to which BST is subject or any provision of its certificate of incorporation or bylaws, or (ii) result in a breach of, or constitute a default under, under any agreement to which BST is a party or by which it is bound or to which any of its assets is subject, or result in the imposition of any Lien upon any of its assets, except where the breach, default or Lien would not have a Material Adverse Effect on We Sell or on the ability of BST or the Sellers to consummate the transactions contemplated by this Agreement and the Related Agreements. We Sell does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement and the Related Agreements, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect on We Sell or on the ability of BST or the Sellers to consummate the transactions contemplated by this Agreement and the Related Agreements.

(d)        Capitalization . Section 3(d) of the Disclosure Schedule sets forth the number of authorized and outstanding Shares and other equity or profits interests of BST as of the Closing Date. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid, and nonassessable. Except as set forth on Section 3(d) of the Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require BST to issue, sell, or otherwise cause to become outstanding any Shares or other equity or profits interests of BST; and as of the time of Closing, no such rights shall exist. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to BST. BST owns 100% of the membership interests of We Sell. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require We Sell to issue, sell, or otherwise cause to become outstanding any We Sell Interest or other equity or profits interests of We Sell and as of the time of Closing, no such rights shall exist. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to We Sell.

(e)            Litigation .

(i)          Except for the Samsung Litigation and except as set forth in Section 3(e) of the Disclosure Schedules, there is no Action pending and, to the Knowledge of BST and Sellers, there is not any private or governmental investigation, or any of the foregoing threatened against BST or We Sell or any of their officers or managers, or involving any of their assets, before any court, governmental or regulatory authority or body, or arbitration tribunal. There is no Action pending or, to the Knowledge of BST, threatened which in any manner challenges, seeks to, or is reasonably likely to prevent, enjoin, alter or delay the transactions contemplated by this Agreement and the Related Agreements.

(ii)         There is no outstanding judgment, order, writ, injunction or decree of any court, governmental or regulatory authority, body or agency, or arbitration tribunal in a proceeding to which BST or We Sell or any of their assets is or was a party or by which BST or We Sell or any of their assets is bound.

(f)           Subsidiary . BST has no Subsidiaries, except We Sell and We Sell has no Subsidiaries. BST owns fifty percent (50%) of the membership interests in TLT Innovations LLC, which will be transferred to one or both of the Sellers, or to another entity controlled by one or both of the Sellers, prior to the Closing.

(g)           Compliance with Laws .

(i)          Each of BST and We Sell has complied and is currently in compliance with all applicable federal, state, local, foreign or other laws, rules, regulations, guidelines, orders, injunctions, building and other codes, ordinances, permits, licenses, authorizations, judgments, decrees of federal, state, local, foreign or other authorities, and all orders, writs, decrees and consents of any governmental or political subdivision or agency thereof, or any court or similar tribunal established by any such governmental or political subdivision or agency thereof (collectively, the “Laws”), having jurisdiction over its business and properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect on BST or We Sell. BST and We Sell have all permits, licenses and franchises from governmental agencies required to conduct their businesses as now being conducted, except for those the absence of which has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BST or We Sell.

(ii)         Neither BST nor We Sell nor any of their managers, officers, employees or agents has taken any action with respect to BST or We Sell, directly or indirectly, that would result in a violation by such Persons of the FCPA, including, without limitation, offered, paid, promised to pay or authorized the payment of any money or offer, gift, promise to give, or authorized the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and each of BST and We Sell has conducted its business in compliance with the FCPA.

(iii)        Neither BST nor We Sell nor any of their managers, officers, employees or agents has taken any action with respect to BST or We Sell, directly or indirectly, that would result in a violation by such persons of any United States Laws prohibiting the offer, payment, promise to pay or authorization of any payment of any money or the offer, gift, promise to give, or authorization of the giving of anything of value to (A) any official or any government of the United States or any state or local instrumentality or (B) any corporation, limited liability company or other entity.

(h)           Fees . Neither the Sellers, BST nor We Sell has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(i)           Contracts . With respect to each written contract and oral agreement of BST and We Sell which involves consideration in excess of $50,000 and any agreement under which the consequences of a default or termination would be reasonably likely to have a Material Adverse Effect: (i) the agreement is legal, valid, binding and enforceable against BST or We Sell (as the case may be) and against the other parties thereto, and in full force and effect; (ii) the Sellers have provided a full and complete copy of same to the Buyer; (iii) to the Knowledge of the Sellers, neither BST nor We Sell has received verbal or written notice that BST or We Sell is in default in any material respect under such contract or agreement; and (iv) no party has repudiated any provision of the agreement, except for any such failure to be legal, binding and enforceable, any such default or any such repudiation that would not reasonably be expected to have a Material Adverse Effect on BST or We Sell. Neither BST nor We Sell is in default (and there exists no condition which, with or without the passage of time or giving of notice or both, would constitute a default) in the performance of any bond, debenture, note, or any other evidence of indebtedness to which either is a party, except for any default that has been waived and any default that would not reasonably be expected to have a Material Adverse Effect on BST or We Sell.

(j)            Intellectual Property .

(i)          BST and We Sell own or possess or have the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property used in the operation of the businesses of BST and We Sell as presently conducted. The Sellers have provided the Buyer a true and complete copy of each such written license, sublicense, agreement or permission.

(ii)         The Intellectual Property used in the operation of the businesses of BST and We Sell as presently conducted does not infringe upon, violate or misappropriate any Intellectual Property rights of third parties, and neither BST nor We Sell has any Knowledge of any facts which indicate a likelihood of the foregoing. Neither BST nor We Sell has received any charge, complaint, claim, demand, or notice alleging any such infringement, violation or misappropriation (including any claim that BST or We Sell must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of the Sellers, no third party has infringed upon, violated or misappropriated any Intellectual Property rights of BST or We Sell.

(iii)        BST and We Sell have no pending patent applications or applications for registration that either entity has made with respect to any Intellectual Property. Section 3(j)(iii) of the Disclosure Schedule identifies each license, sublicense, agreement, or other permission that BST or We Sell has granted to any third party with respect to any Intellectual Property. The Sellers have delivered to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date) (“Intellectual Property Agreements”). Section 3(j)(iii) of the Disclosure Schedule also identifies each registered and unregistered trademark, service mark, trade name, corporate name, URLs or Internet domain name used by BST and We Sell in connection with their business and which is not licensed from a third party. With respect to each item of Intellectual Property required to be identified in Section 3(j)(iii) of the Disclosure Schedule :

(A) BST or We Sell owns and or possesses the right to use the item, free and clear of any Lien, license, or other restriction or limitation regarding use or disclosure other than as set forth in the applicable Intellectual Property Agreement;

(B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(C) no Action is pending or, to the Knowledge of the Sellers, is threatened that challenges the legality, validity, enforceability, use, or ownership of such item by BST or We Sell; and

(D) Neither BST nor We Sell has agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

(iv)         Section 3(j)(iv) of the Disclosure Schedule identifies each item of Intellectual Property that any third party owns and that BST or We Sell uses pursuant to license, sublicense, agreement, or permission, excluding off-the-shelf software purchased or licensed by BST or We Sell. The Sellers have delivered to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (each as amended to date) (each, a “Licensed Intellectual Property Agreement”). With respect to each Licensed Intellectual Property Agreement:

(A) the Licensed Intellectual Property Agreement is legal, valid, binding and enforceable against BST or We Sell (as the case may be) and against the other parties thereto, and in full force and effect;

(B) neither BST nor We Sell is in default under the Licensed Intellectual Property Agreement and, to Sellers’ Knowledge, no other party to the Licensed Intellectual Property Agreement is in breach or default thereunder, and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder, which as to any such breach, default or event would be reasonably likely to have a Material Adverse Effect on BST or We Sell;

(C) to the Knowledge of the Sellers, no party to such Licensed Intellectual Property Agreement has repudiated any provision thereof;

(D) except as set forth in such Licensed Intellectual Property Agreement, neither BST nor We Sell has received written or verbal notice or otherwise has Knowledge that the underlying item of Intellectual Property is subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and

(E) except as set forth on Section 3(j)(iv) of the Disclosure Schedule , neither BST nor We Sell has granted any sublicense or similar right with respect to the Licensed Intellectual Property Agreement.

(v)         Each of BST and We Sell has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including, but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines, and rules applicable to any personal identifiable information stored or processed by BST or We Sell.

(vi)        Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the business of BST or We Sell (each, a “Developer”) which is not licensed from third parties has executed one or more agreements containing confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to BST or We Sell all Intellectual Property rights in the Intellectual Property, including all rights in the Intellectual Property that existed prior to the assignment of rights by such Person to BST or We Sell. The Sellers have provided to the Buyer copies of any such agreements from each such Developer (collectively, the “Developer Agreements”).

(vii)       Each Developer has signed a perpetual non-disclosure agreement with BST or We Sell. The Sellers have provided, or will provide prior to Closing, to the Buyer copies any such non-disclosure agreements from each such Developer, if any.

(k)           Title to Property . BST and We Sell have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected in the Most Recent Financial Statements or acquired thereafter, and have valid leasehold interests in all leased properties and assets, in each case free and clear of all Liens, except (i) Liens for current Taxes not yet due and payable, (ii) such imperfections of title, Liens and easements as do not and will not materially detract from or interfere in any material respect with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) Liens securing debt reflected in the Most Recent Financial Statements, (iv) Liens recorded pursuant to any Environmental Law or (v) Liens or failures to have good and valid title which have not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse on BST or We Sell.

(l)             Benefit Plans . Neither BST nor We Sell has adopted any employee benefit plans.

(m)           No Appraisal Rights . No shareholder, member or equity holder is entitled to any appraisal rights under applicable state law in connection with this transaction.

(n)           Tax Matters .

(i)          BST and We Sell have filed all Tax Returns that each was required to file, and have paid all Taxes shown thereon as owing, except where the failure to file Tax Returns or to pay Taxes would not have a Material Adverse Effect on BST or We Sell. To the Knowledge of Sellers, no claim has ever been made by an authority in a jurisdiction where BST or We Sell does not file Tax Returns that either is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of BST or We Sell that arose in connection with any failure (or alleged failure) to pay any Tax.

(ii)         BST and We Sell have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party.

(iii)        Neither BST nor We Sell has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(iv)        Neither BST nor We Sell is liable for Taxes of any other Person nor is either a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).

(v)         BST and We Sell file a consolidated federal Tax Return; other than that, neither BST nor We Sell has been a member of an Affiliated Group filing a consolidated federal Tax Return.

(vi)        No liens for Taxes exist with respect to any assets or properties of BST or We Sell, except for liens for Taxes not yet due.

(vii)       Except as set forth in Section 3(n)(vii) of the Disclosure Schedule , no material Tax Return of BST or We Sell is under audit or, to the Knowledge of We Sell, examination by any taxing authority, and no written notice of such an audit or examination has been received by BST or We Sell. Each material deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid. No material issues relating to Taxes were raised in writing by the relevant taxing authority during any presently pending audit or examination, and no material issues relating to Taxes were raised in writing by the relevant taxing authority in any completed audit or examination that can reasonably be expected to recur in a later taxable period.

(viii)      Neither BST nor We Sell shall be required to include in a taxable period ending after the Effective Time taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of an open transaction, the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code, or comparable provisions of state, local or foreign Tax law.

(ix)         BST and We Sell are not a party to any joint venture, partnership, or other arrangement or contract which could be treated as a partnership for federal income tax purposes.

(x)          BST and We Sell have not entered into any sale leaseback or any leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law).

(xi)         BST and We Sell are not a party to any agreement, contract, arrangement or plan that would result (taking into account the transactions contemplated by this Agreement), separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

(xii)        All material elections with respect to Taxes affecting BST and We Sell are disclosed or attached to their Tax Returns.

(xiii)       There are no private letter rulings in respect of any tax pending between BST or We Sell and any taxing authority.

(i)          BST and We Sell are in compliance with all Environmental, Health, and Safety Requirements, other than such instances of non-compliance which, individually or in the aggregate, will not have a Material Adverse Effect in respect of We Sell.

(ii)         Without limiting the generality of the foregoing, BST and We Sell have obtained and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business.

(iii)        BST and We Sell have not received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.

(iv)        To the Knowledge of the Sellers, none of the following exists at any property or facility owned or operated by BST and We Sell: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) groundwater monitoring wells, drinking water wells, or production water wells, or (5) landfills, surface impoundments, or disposal areas.

(v)         BST and We Sell have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any hazardous substance, mobile or cellular telephones or electronic devices, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) so as to give rise to any current or future Liabilities for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.

(vi)        BST and We Sell have not designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos and none of such entities is subject to any Liabilities with respect to the presence of asbestos in any product or item or in or upon any property, premises, or facility.

(vii)       BST and We Sell have not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements.

(viii)      No facts, events, or conditions relating to the past or present facilities, properties, or operations of BST or We Sell will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to on-site or off-site releases or threatened releases of, or exposure to, hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

(ix)         BST and We Sell have never obtained, possessed or authorized any environmental audits, reports, and other material environmental documents relating to their past or current properties, facilities, or operations.

(p)           Contracts . Section 3(p) of the Disclosure Schedule lists the following contracts and other agreements to which BST or We Sell is a party:

(i)          any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum;

(ii)         any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to BST or We Sell, or involve consideration in excess of $50,000;

(iii)        any agreement concerning a partnership or joint venture;

(iv)        any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a security interest on any of its assets, tangible or intangible;

(v)         any agreement concerning confidentiality or noncompetition other than (A) any such agreements with clients and vendors in the Ordinary Course of Business and (B) any such agreements entered into in connection with the transactions contemplated by this Agreement;

(vi)        other than as set forth in Section 3(l) with respect to its employees, any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former managers, officers, and employees;

(vii)       any collective bargaining agreement;

(viii)      any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits;

(ix)         any agreement under which it has advanced or loaned any material amount to any of its managers, members and employees outside the Ordinary Course of Business as of the Closing;

(x)          any agreement under which the consequences of a default or termination may have a Material Adverse Effect on BST or We Sell; or

(xi)         any other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000.

The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in Section 3(p) of the Disclosure Schedule . With respect to each such agreement: (A) the agreement is legal, valid, binding, and enforceable against BST or We Sell (as the case may be) and, to Sellers’ Knowledge, against the other parties thereto, and in full force and effect; (B) neither BST nor We Sell has received written notice from the counterparty that it is in breach or default; and (C) to the Knowledge of the Sellers, no party has repudiated any provision of the agreement.

(q)           Real Property . BST and We Sell do not own any real property. Section 3(q) of the Disclosure Schedule lists all real property leased or subleased to BST and We Sell. The Sellers have delivered to the Buyer or its counsel correct and complete copies of the leases and subleases listed in Section 3(q) of the Disclosure Schedule . With respect to each lease and sublease listed in Section 3(q) of the Disclosure Schedule, except as otherwise stated therein:

(i)          the lease or sublease is legal, valid, binding, and enforceable against BST or We Sell (as the case may be) and, to the Knowledge of the Sellers, against the other parties thereto, and in full force and effect in all material respects;

(ii)         to the Knowledge of the Sellers, no party to the lease or sublease is in material breach or material default;

(iii)        to the Knowledge of the Sellers, no party to the lease or sublease has repudiated any material provision thereof; and

(iv)        there is no change of control clause or other provision which prevents the sale of the Shares to the Buyer.

(r)           Powers of Attorney . There are no outstanding powers of attorney executed on behalf of BST or We Sell.

(s)           Guaranties . BST and We Sell are not a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person.

(t)           Insurance . With respect to each insurance policy of BST and We Sell which is presently in effect: (A) the policy is in full force and effect; (B) to the Knowledge of the Sellers, neither BST nor We Sell nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices); and (C) to the Knowledge of the Sellers, no party to the policy has repudiated any provision thereof.

(u)           Financial Statements . The Sellers have delivered to the Buyer on behalf of BST and We Sell (i) internally prepared unaudited balance sheets and statements of profit and loss as of and for the fiscal years ended December 31, 2013 and December 31, 2014 (the “Most Recent Fiscal Year End”) and (ii) internally prepared unaudited balance sheets and statements of profit and loss for the period January 1, 2015 through June 30, 2015 (the “Most Recent Financial Statements”) and the month of June 2015 (the “Most Recent Fiscal Month End”). The above mentioned financial statements shall be referred to collectively as the “Financial Statements.” The Financial Statements have been prepared on a consistent basis throughout the periods covered thereby and present fairly in all material respects the financial condition of BST and We Sell, respectively, as of such dates and the results of operations of BST and We Sell, respectively, for such periods; provided , however , that the Most Recent Financial Statements are subject to normal year-end adjustments and other presentation items, and the Financial Statements have not been prepared in accordance with GAAP. Within three business days prior to the Closing, the Sellers shall deliver to uSell an unaudited estimated Closing Date Balance Sheet of BST.

(v)          Events Subsequent to December 31, 2014 . Except as set forth on Schedule 3(v) of the Disclosure Schedule , since December 31, 2014:

(i)          BST and We Sell have not sold, leased, transferred, or assigned any of its assets, tangible or intangible, except for transfers in the Ordinary Course of Business and except for any pre-closing distribution of cash from We Sell to BST and from BST to the Sellers;

(ii)         BST and We Sell have not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 and outside the Ordinary Course of Business;

(iii)        No party (including BST or We Sell) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which BST or We Sell is a party or by which either of them is bound;

(iv)        BST and We Sell have not imposed or allowed to occur any Lien upon any of its material assets, tangible or intangible, other than in the Ordinary Course of Business;

(v)         BST and We Sell have not made any capital expenditure (or series of related capital expenditures) involving more than $50,000 and outside the Ordinary Course of Business;

(vi)        BST and We Sell have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $50,000 and outside the Ordinary Course of Business;

(vii)       BST and We Sell have not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000, singly or in the aggregate;

(viii)      BST and We Sell have not delayed or postponed the payment of accounts payable and other liabilities other than in the Ordinary Course of Business;

(ix)         BST and We Sell have not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $50,000 and outside the Ordinary Course of Business;

(x)         BST and We Sell have not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business;

(xi)        There has been no change made or authorized in the Certificate of Incorporation, Bylaws, Articles of Organization or Operating Agreement (or Limited Liability Company Agreement) of BST or We Sell, as applicable;

(xii)       BST and We Sell have not issued, sold, or otherwise disposed of any Shares or other securities of BST or membership interests or profits interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any other equity or profits interests of We Sell, as applicable;

(xiii)      BST and We Sell have not experienced any damage, destruction, or loss (whether or not covered by insurance) to its material property other than in the Ordinary Course of Business;

(xiv)      BST and We Sell have not made any material loan to, or entered into any other transaction with, any of its managers, officers, or employees outside the Ordinary Course of Business;

(xv)       BST and We Sell have not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement with any significant employees other than in the Ordinary Course of Business;

(xvi)      BST and We Sell have not granted any increase in the base compensation of any of its managers, officers, and employees outside the Ordinary Course of Business;

(xvii)     BST and We Sell have not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its managers, officers, and employees (or taken any such action with respect to any other employee benefit plan) other than in the Ordinary Course of Business;

(xviii)    BST and We Sell have not made any other material change in employment terms for any of its managers, officers, or employees outside the Ordinary Course of Business;

(xix)       BST and We Sell have not made or pledged to make any material charitable or other capital contribution outside the Ordinary Course of Business;

(xx)        there has not been any other occurrence, event, incident, action, or transaction outside the Ordinary Course of Business involving BST or We Sell;

(xxi)       BST and We Sell have not discharged a material liability or security interest outside the Ordinary Course of Business;

(xxii)      BST and We Sell have not disclosed any confidential information of BST or We Sell without a non-disclosure agreement outside of the Ordinary Course of Business;

(xxiii)     no customer or supplier has terminated any agreement or given notice that it will cease to do any business or do less business with BST or We Sell; or

(xxiv)    BST and We Sell have not committed to any of the foregoing.

(w)           Undisclosed Liabilities . Except as set forth in Section 3(w) of the Disclosure Schedule , BST and We Sell have no Liabilities (absolute, accrued, contingent or otherwise) other than (i) Liabilities included in the Most Recent Financial Statements, (ii) Liabilities of a nature not required to be disclosed on a balance sheet or in the notes to financial statements prepared in accordance with GAAP, (iii) normal or recurring Liabilities in the Ordinary Course of Business which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on BST or We Sell, and (iv) liabilities under this Agreement. Notwithstanding the preceding, as of the time of Closing, (i) all outstanding debt obligations of BST and We Sell shall have been converted or satisfied in full, and (ii) BST and We Sell shall have paid in full accounts payable and other current obligations, relating to periods ending prior to the date of Closing. The Parties agree that BST and We Sell shall pay after the Closing legal fees, accounting fees and related expenses for services with respect to this Agreement, the Related Agreements and the transactions contemplated hereunder and thereunder in an amount up to $50,000.

(x)           Employees .

(i)          With respect to the business of BST and We Sell:

(A) there is no collective bargaining agreement or relationship with any labor organization;

(B) no labor organization or group of employees has filed any representation petition or made any written demand for recognition;

(C) to the Knowledge of the Sellers, no union organizing or decertification efforts are underway or threatened and no other question concerning representation exists;

(D) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, to the Knowledge of the Sellers, threatened;

(E) there is no workmen’s compensation liability, experience or matter outside the Ordinary Course of Business; and

(F) to the Knowledge of Sellers, there is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by BST or We Sell (or their managers, officers or directors) of any law, regulation or contract.

(ii)         Except as set forth in Section 3(x) of the Disclosure Schedule , (A) there are no employment contracts or severance agreements with any employees of BST or We Sell, and (B) there are no written personnel policies, rules, or procedures applicable to employees of BST or We Sell. True and complete copies of all such documents have been provided to the Buyer prior to the date of this Agreement.

(iii)        With respect to this transaction, any notice to employees required under any law or collective bargaining agreement has been given, and all bargaining obligations with any employee representative have been, as of the Closing Date, satisfied.

(iv)        No employment agreement of BST or We Sell contains any severance, change of control or similar type of provision which would trigger a payment by the Buyer following consummation of the transactions contemplated by this Agreement.

(y)           Notes and Accounts Receivable All notes and accounts receivable of BST and We Sell are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of BST and We Sell.

(z)           Affiliates .  Section 3(z) of the Disclosure Schedule identifies all persons who, to the Knowledge of the Sellers, may be deemed to be “affiliates” of the Sellers, BST or We Sell for purposes of Rule 145 under the Securities Act.

(aa)          Disclosure . No statement, representation or warranty by BST, We Sell and/or Sellers in this Agreement, including the Schedules hereto, contains any untrue statement of material fact, or omits to state a material fact, necessary to make the statements, representations and warranties contained in this Section 3 and such Schedules not misleading. To the Knowledge of the Sellers, there is no fact which has specific application to BST or We Sell which, so far as the Sellers can reasonably foresee, materially threatens the value of the assets, business, financial condition or results of operations of the businesses of BST and We Sell, taken as a whole, which has not been set forth in this Agreement or the Schedules hereto.

(bb)          Related Party Transactions . Except as set forth on Section 3(bb) of the Disclosure Schedule , no officer or supervisory employee of BST or We Sell, or any Family Member of any such officer or supervisory employee, (i) owns, directly or indirectly, on an individual or other basis, any interest in, or serves as an officer or director of, any customer, competitor, or a supplier of We Sell or any organization which has a contract or arrangement with BST or We Sell or (ii) has any contract or agreement with BST or We Sell other than in his capacity as an employee of We Sell, and all such agreements are on arms-length terms.

(cc)         Governmental Authorizations . BST and We Sell have all material authorizations, consents, approvals, franchises, licenses and permits required under applicable Laws for the ownership of BST and We Sell’s properties and operation of its business as presently operated. To the Knowledge of the Sellers, no suspension, nonrenewal or cancellation of any of such permits is pending or threatened, and there is no reasonable basis therefor. BST and We Sell are not in material default or violation of any such permits. BST and We Sell have obtained all material authorizations, consents, approvals, franchises, licenses and permits required to be obtained from any governmental authority under applicable Laws for the consummation of the sale of the Shares to the Buye r.

(dd)        We Sell Cellular, Inc. We Sell Cellular, Inc. ceased active business operations in 2007 and as of Closing has no assets or liabilities other than in connection with the Samsung Litigation.

(ee)        Other Entities . BST, the Sellers and We Sell have no direct or indirect ownership, either individually or jointly, in any other business or entity, other than (i) BST’s and the Sellers’ interest in TLT Innovations LLC, (ii) Scott Tepfer’s interest in SBT Distribution, Inc., and (iii) any passive investments in businesses or entities that do not compete with BST or We Sell.

(ff)          Samsung Litigation . The estimated maximum exposure of We Sell and BST in the Samsung Litigation, as defined in Section 7.5 below, is $225,000, consisting of potential liability under the existing claims against We Sell and BST by Samsung Electronics America, Inc. f/k/a Samsung Telecommunications America, LLC ("Samsung") and legal fees and related expenses based on counsel's current estimates, provided, that such amount is subject to increase if Samsung makes additional claims against We Sell or BST, if the legal work proves more time-consuming than currently anticipated, if there are errors by counsel, or based on other risks that can affect litigation in the normal course, including judge or jury reaction.

4.           Additional Representations and Warranties of the Sellers . Subject to the qualifications, limitations, and exclusions below, and in the Disclosure Schedule, each Seller represents and warrants to the Buyer, severally (in proportion to his pro rata ownership interest in BST) and not jointly, and as to himself and not as to other Seller, that as of the Closing Date, as set forth below.

(a)           Enforceability . This Agreement constitutes the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions.

(b)           Noncontravention . None of the execution and the delivery of this Agreement, the incurrence of the obligations herein set forth, the consummation of the transactions herein contemplated, nor the compliance with the terms of this Agreement and the Related Agreements will conflict with, or result in a breach of, any of the terms, conditions, or provisions of, or constitute a default under, any bond, note, or other evidence or indebtedness or any contract, indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which such Seller is a party or by which such Seller is bound, except where such conflict, breach or default would not be reasonably likely to have a Material Adverse Effect on such Seller’s ability to consummate the transactions contemplated by this Agreement and the Related Agreements or on BST or We Sell.

(c)           Litigation . The Seller (i) is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge which could have a Material Adverse Effect on such Seller, and (ii) is not a party to any Action or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction which could have a Material Adverse Effect on such Seller.

(d)           Brokers’ Fees . The Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(e)           Purchase Entirely for Own Account . The uSell Shares to be acquired by the Seller will be acquired for investment for his own account, and not with a view to the resale or distribution of any part thereof, and the Seller has no present intention of selling or otherwise distributing the uSell Shares, except in compliance with applicable securities laws.

(f)           Non-Registration . The Seller understands that the uSell Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein.

(g)           Knowledge; Investment Intent . The Seller has sufficient knowledge, experience and sophistication in business matters, and is capable of evaluating the merits and risks of the transactions and of making an informed investment decision with respect thereto. The Seller further confirms that the Seller and his advisors were given the opportunity to examine the financial and business situation of the Buyer and to ask questions and receive answers from the management of the Buyer.

(h)           Accredited Investor . The Seller is an accredited investor for one or more reasons listed on Exhibit G.

5.            Representations and Warranties of the Buyer . Subject to the qualifications, limitations, and exclusions below, and in the Disclosure Schedule, the Buyer represents and warrants to the Sellers that as of the Closing Date, as set forth below.

(a)           Organization and Qualification . The Buyer is a corporation company duly organized, validly existing, and in good standing under the laws of Delaware. The Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect on the Buyer or on the ability of the Parties to consummate the transactions contemplated by this Agreement and the Related Agreements.

(b)            Authorization of Transaction . The Buyer has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions.

(c)            Capitalization .

(i)          The authorized and outstanding capital stock of the Buyer and other equity or profits interests in the Buyer as of the Closing Date (including, but not limited to, stock options and restricted stock units) are reflected on Section 5(c)(i) of the Disclosure Schedule . All of the issued and outstanding shares of capital stock of the Buyer have been duly authorized and are validly issued and fully paid, non-assessable and free of preemptive rights.

(ii)         Except as disclosed on Section 5(c)(ii) of the Disclosure Schedule , as of the date hereof, there are (A) no outstanding or authorized subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or obligating the Buyer to grant, extend or enter into any agreement or commitment to issue, deliver or sell additional shares of common stock, except for the sale of the uSell Shares to the Sellers, (B) no voting trusts, proxies or other agreements or understandings with respect to the voting of any shares of capital stock of the Buyer, (C) no agreements between the Buyer and any shareholder of the Buyer or among any other shareholders of the Buyer, including any agreement restricting the right of any shareholder to transfer its shares or granting any shareholder the right to purchase or sell its shares in certain circumstances, and (D) no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Buyer.

(d)           Noncontravention . Neither the execution nor the delivery of this Agreement, the incurrence of the obligations herein set forth, the consummation of the transactions herein contemplated, nor the compliance with the terms of this Agreement and the Related Agreements will conflict with, or result in a breach of, any of the terms, conditions, or provisions of, or constitute a default under, any bond, note, or other evidence or indebtedness or any contract, indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which the Buyer is a party or by which the Buyer may be bound.

(e)           Litigation . There is no Action or investigation pending and, to the Knowledge of the Buyer, there is not any Action or any private or governmental investigation, threatened against the Buyer or any of its officers or directors relating to the Buyer, or involving any of its assets, before any court, governmental or regulatory authority or body, or arbitration tribunal. There is no Action pending or, to the Knowledge of the Buyer, threatened which in any manner challenges, seeks to, or is reasonably likely to prevent, enjoin, alter or delay the transactions contemplated by this Agreement and the Related Agreements. There is no outstanding judgment, order, writ, injunction or decree of any court, governmental or regulatory authority, body or agency, or arbitration tribunal in a proceeding to which the Buyer or any of its assets is or was a party or by which the Buyer or any of its assets is bound.

(f)           Brokers’ Fees . The Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Sellers or BST could become liable or obligated.

(g)          Valid Issuance of the Stock Consideration . When issued under this Agreement, the uSell Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all Liens (other than restrictions on transfer provided for in this Agreement and by the applicable securities Laws).

(h)          Compliance with Securities Laws . Subject to the accuracy of the representations and warranties made by the Sellers in this Agreement, the uSell Shares will be issued to the Sellers in compliance with applicable exemptions from the registration requirements of the Securities Act.

(i)           Governmental Consents .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority or self-regulatory agency on the part of the Buyer is required in connection with the issuance and sale of the uSell Shares or the consummation of the other transactions contemplated by this Agreement and the Related Agreements, except (i) such filings as have been made prior to the date hereof and (ii) such additional post-Closing filings as may be required to comply with applicable state and federal securities laws, including, but not limited to, the filing of a Form D relating to the sale of the uSell Shares pursuant to Rule 506(b) under the Securities Act

(j)           Compliance with Laws .   The Buyer has complied and is currently in compliance in all respects with all applicable Laws, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Buyer or its ability to consummate the transactions contemplated by this Agreement and the Related Agreements.

(k)           SEC Documents .

(i)           SEC Documents . During the last three years, the Buyer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder (the “SEC Documents”). Each of the SEC Documents, as of the respective dates thereof (or, if amended or superseded by a filing or submission, as the case may be, prior to the Closing Date, then on the date of such filing or submission, as the case may be) (A) did not contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (B) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document.

(ii)          Sarbanes-Oxley . The Buyer is in material compliance with all requirements of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date.

(l)            Financial Statements . The consolidated financial statements of the Buyer included in the SEC Documents (1) comply in all material respects with the applicable accounting rules and regulations of the SEC with respect thereto as were in effect at the time of filing and (2) except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, present fairly, in all material respects, the consolidated financial position of the Buyer as of the dates indicated therein, and the consolidated results of its operations and cash flows for the periods therein specified in accordance with GAAP, subject, in the case of unaudited financial statements, to normal, immaterial year-end audit adjustments.

(m)          Absence of Certain Changes Since December 31, 2014 . Since December 31, 2014, the business and operations of the Buyer have been conducted in the Ordinary Course of Business. Without limiting the generality of the foregoing, since December 31, 2014, there has not been:

(i)          any declaration, setting aside or payment of any dividend or other distribution of the assets of the Buyer with respect to any shares of capital stock of the Buyer or any repurchase, redemption or other acquisition by the Buyer of any outstanding shares of the Buyer;

(ii)         any damage, destruction or loss to the Buyer’s business or assets, whether or not covered by insurance, except for such occurrences, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Buyer ;

(iii)        any waiver by the Buyer of a right or debt owed to it, except for such waivers, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Buyer;

(iv)        any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Buyer or any of its assets or properties is bound or subject;

(v)         any change by the Buyer in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP or by the SEC;

(vi)        any other event or condition of any character, except for such events and conditions that have not resulted, and would not reasonably be expected to result, either individually or collectively, in a Material Adverse Effect on the Buyer;

(vii)       any event or events which affects or would reasonably be expected to affect, either individually or collectively, the ability of the Buyer to consummate the transactions contemplated by this Agreement and the Related Agreements; or

(viii)      any approval by the Buyer of or commitment to do any of the foregoing.

(n)           Title to Property and Assets . The properties and assets of the Buyer that are material to the business of the Buyer and that are owned by the Buyer are owned by the Buyer free and clear of all Liens, except for (i) statutory liens for the payment of current taxes that are not yet due and payable and (ii) Liens that arise in the ordinary course of business and do not in any material respect affect the business of the Buyer as currently conducted.  With respect to the property and assets that are material to the business of the Buyer and that it leases, the Buyer has valid leasehold interests in such property and is in compliance with such leases in all material respects.

(o)           Taxes . Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Buyer has filed or has valid extensions of the time to file all necessary federal, state, and foreign income and franchise Tax Returns due prior to the date hereof and has paid or accrued all Taxes shown as due thereon, and the Buyer has no Knowledge of any Tax deficiency which has been asserted or threatened against it.

(p)           Defaults . The Buyer is not in default (and there exists no condition which, with or without the passage of time or giving of notice or both, would constitute a default) in any respect in the performance of any bond, debenture, note, any other evidence of indebtedness or any other agreement or instrument to which the Buyer is a party or by which the Buyer is bound or by which the properties of the Buyer are bound, except for any default that has been waived and any default that would not reasonably be expected to have a Material Adverse Effect on the Buyer or on the Buyer’s ability to consummate the transactions contemplated by the Agreement and the Related Agreement.

(q)           Bad Actors .   No “covered person” of the Buyer is subject to any disqualification under Rule 506(d) of Regulation D under the Securities Act.

(a)          Conditions to Obligation of the Buyer . The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or waiver in writing by the Buyer) of the following conditions:

(i)          the representations and warranties set forth in Section 3 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except that any such representations and warranties limited by a materiality qualifier or by reference to Material Adverse Effect shall be true and correct in all respects;

(ii)         no Action shall be pending or threatened against BST, We Sell or the Sellers before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement and the Related Agreements, (B) cause any of the transactions contemplated by this Agreement and the Related Agreements to be rescinded following consummation, (C) affect adversely the right of the Buyer to own the Shares and BST to own the We Sell Interests, or (D) affect adversely the right of BST or the Buyer to own (indirectly through BST and We Sell) We Sell’s assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(iii)        the Shares shall be owned by the Sellers as set forth in Section 3(d) of the Disclosure Schedule as of the Closing Date and the We Sell Interests shall be owned by BST;

(iv) the Sellers shall have executed and delivered to the Buyer certificates representing the Shares endorsed in blank;

(v)         each of the Sellers shall have entered into an Employment Agreement, the form of which is annexed hereto as Exhibit A ;

(vi)        the relevant parties have entered into a Management Agreement, the form of which is annexed as Exhibit B ;

(viii)      the Sellers have executed and delivered to uSell the Assumption of Samsung Litigation in the form annexed as Exhibit C ;

(ix)         Daniel Brauser, Nikhil Raman, the Buyer and the Sellers have entered into a Shareholders Agreement in the form annexed as Exhibit D ;

(x)          the Sellers have entered into Non-Compete Agreements in the Form annexed as Exhibit H (the “Non-Compete Agreements”) agreeing not to compete with BST or We Sell for a period of thirty (30) months from the Effective Date unless (A) a Seller’s employment is terminated by We Sell without Cause or by such Seller with Good Reason (as such terms are defined in such Seller’s Employment Agreement), (B) during such time as We Sell is not paying a Seller’s salary and/or bonuses, after notice and an opportunity to cure (as set forth in Section 4 of the Employment Agreement) or (C) uSell fails to meet the conditions of Section 7.4(a) and the Sellers have not succeeded in selling a total of at least $6,000,000 of Common Stock under Section 7.4(b) by the date 30 days following the earlier of (i) the filing of the Buyer’s annual report with the SEC for the year ended December 31, 2016 and (ii) the SEC’s filing deadline for the filing of the Buyer’s annual report with the SEC for the year ended December 31, 2016; provided, however , for the purposes of clause (C) the Buyer shall have three (3) months to cure the failure of the Sellers to receive a total of $6,000,000 in gross proceeds.

(xi)         the Certificate of Incorporation of BST has been amended to require a 75% vote of the full Board of Directors to take action at a meeting and otherwise as provided in Exhibit I ; and

(xii)        the existing loan payable of BST has been paid in full and replaced by a Senior Secured first Lien Term Loan in favor of Senior Health Insurance Company of Pennsylvania.

(b)           Conditions to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction (or waiver in writing by the Sellers) of the following conditions:

(i)          the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date , except that any such representations and warranties limited by a materiality qualifier or by reference to Material Adverse Effect shall be true and correct in all respects;

(ii)         no Action shall be pending or threatened against the Buyer before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement and the Related Agreements, (B) cause any of the transactions contemplated by this Agreement and the Related Agreements to be rescinded following consummation, or (C) affect adversely the right of the Sellers to own the uSell Shares;

(iii)        the Sellers and We Sell shall have entered into Employment Agreements, the form of which is annexed as Exhibit A ;

(iv)        the uSell Shares shall have been issued to Sellers on a pro rata basis;

(v)         the relevant parties have entered into a Management Agreement, the form of which is annexed as Exhibit B ;

(vi)        We Sell shall have executed and delivered to the Sellers the Assignment of Samsung Litigation in the form annexed as Exhibit E ;

(vii)       the Buyer and the Sellers shall have entered into a Registration Rights Agreement in the form annexed as Exhibit F ;

(ix)         Senior Health Insurance Company of Pennsylvania shall have funded the initial tranche of its Senior Secured Term Loan in the principal amount of at least $4,000,000, on terms mutually acceptable to the Buyer and the Sellers, and a portion of such initial tranche shall have been applied to repay in full the principal amount of, interest accrued on and all other amounts due in connection with (A) BST’s existing loan from BBCN Bank and (B) the $300,000 loan from SBT Distribution, Inc. to BST; and

(ix)         uSell shall have executed and delivered to the Sellers an Indemnification Agreement in the form annexed as Exhibit J in favor of Brian Tepfer for his role as director and executive officer of uSell.

(a)           Indemnification by the Buyer . Subject to Section 7.3, in the event that the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided that the Sellers make a written claim for indemnification against the Buyer for breach of any representations and warranties prior to the General Expiration Date as defined in Section 7.3(b) (pursuant to this Section 7.1(a) in the case of a direct claim by the Sellers against the Buyer or pursuant to Section 7.2 below in the case of a third party claim), then the Buyer agrees to indemnify the Sellers from and against the entirety of any Losses the Sellers may suffer resulting from, arising out of, relating to, or caused by such breach by the Buyer.

(b)           Indemnification by the Sellers . Subject to Section 7.3, in the event the Sellers breach any of their representations, warranties, and covenants contained in this Agreement or any of their covenants contained in the Assumption Agreement, and, provided that the Buyer makes a written claim for indemnification against the Sellers for breach of any representations and warranties prior to the General Expiration Date as defined in Section 7.3(b) (pursuant to this Section 7.1(b) in the case of a direct claim by the Buyer against the Sellers or pursuant to Section 7.2 below in the case of a third party claim), then the Sellers agree to indemnify the Buyer from and against the entirety of any Losses the Buyer may suffer resulting from, arising out of, relating to or caused by the breach by the Sellers.

(c)          Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 7.1 through Section 7.3. The Sellers or the Buyer, as applicable, shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in Section 7.1 through Section 7.3.

7.2.           Third Party Claims; Procedure .

(a)          Promptly (and in any event within five days after the service of any summons or other document) after becoming aware of any third party claim for which one or more of the Parties (the “Indemnified Party”) may seek indemnification against one or more other Parties (the “Indemnifying Party”) pursuant to this Agreement, the Indemnified Party shall give written notice thereof to the Indemnifying Party. Failure to provide notice shall not relieve the Indemnifying Party of its obligations under Section 7.1 or this Section 7.2, except to the extent that the Indemnifying Party demonstrates actual damage caused by that failure. The Indemnifying Party shall have the right to assume the defense of any claim with counsel reasonably acceptable to the Indemnified Party upon delivery of notice to that effect to the Indemnified Party. If the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend the action resulting from the claim or otherwise respond to the claim, the Indemnified Party shall have the right to defend the action resulting from the claim by counsel of its own choosing, but at the cost and expense of the Indemnifying Party. The Indemnified Party shall have the right to settle or compromise any claim against it, and recover from the Indemnifying Party any amount paid in settlement or compromise thereof, if it has given written notice of the proposed settlement or compromise to the Indemnifying Party and the Indemnifying Party has failed to take timely action to defend the claim; otherwise, the Indemnified Party shall have no right to settle or compromise any claim. The Indemnifying Party shall have the right to settle or compromise any claim against the Indemnified Party without the consent of the Indemnified Party, provided that the terms of the settlement or compromise provide for the unconditional release of the Indemnified Party and require only the payment of monetary damages by the Indemnifying Party.

(b)          Upon its receipt of any amount paid by the Indemnifying Party pursuant to this Article 7, the Indemnified Party shall deliver to the Indemnifying Party such documents as it may reasonably request assigning to the Indemnifying Party any and all rights, to the extent indemnified, that the Indemnified Party may have against third parties with respect to the claim for which indemnification is being received.

(c)          In the event that the claim is asserted by one of the Parties to this Agreement either based on a direct claim by a Party or a third party claim, the procedure set forth in this Section 7.2 shall control.

(a)          Notwithstanding anything to the contrary contained herein, except as provided in this Section 7.3, no Indemnified Party shall be entitled to receive an indemnification payment with respect to any claim or claims for breach of the representations and warranties contained in this Agreement (i) unless such claim, or the aggregate amount of such claims for Losses made by the Indemnified Party hereunder, equals or exceeds $100,000 (in which case all of such Losses back to the first dollar will be recoverable) or (ii) for an aggregate amount exceeding the and claims with respect . Provided , however , any claim for indemnification under the Assumption of Samsung Litigation shall not be subject (i) to any $100,000 minimum and be fully recoverable from the Sellers from the first dollar and (ii) to the Indemnification Cap. For purposes of this Section 7.3(a), the “Indemnification Cap” shall mean one hundred percent (100%) of the Fair Market Value of the uSell Shares issued to the Sellers under this Agreement. In lieu of damages for any Losses, the Sellers shall have the option but not the obligation, by notice delivered to the Buyer, of satisfying any indemnification claim made by the Buyer hereunder by returning to the Buyer such number of uSell Shares as may be required to reimburse the Buyer for its Losses, based on the Fair Market Value of the uSell Shares so returned. Each Seller shall also have the option of satisfying any indemnification claim made by the Buyer with cash or with any combination of uSell Shares and cash. The limitations set forth in this Section 7.3(a) shall not apply: (i) to inaccuracies in or breaches of any of the Specified Representations; or (ii) in the case of common law fraud. “Specified Representations” shall mean the representations and warranties set forth in Sections 3(a), 3(b), 3(d), 4(a), 5(a), 5(b), and 5(c).

(b)          The Parties agree that the right of each Indemnified Party to make claims pursuant to Section 7.1 for breaches of the representations and warranties contained in this Agreement shall survive the Closing until 11:59 p.m. on the date that is eighteen months following the Closing Date (the “General Expiration Date”); provided , however , that (i) if, at any time prior to the General Expiration Date, any Indemnified Party delivers to the Indemnifying Party a written notice asserting in good faith a claim for recovery under Section 7.1, then the claim asserted in such notice shall survive the General Expiration Date until such time as such claim is fully and finally resolved; and (ii) notwithstanding anything to the contrary in this Section 7.3(b), the Parties agree that the right of each Indemnified Party to make (A) claims pursuant to Section 7.1 with respect to the Specified Representations and common law fraud shall survive the Closing until the expiration of the statute of limitations applicable to the subject matter thereof and (B) claims with respect to the Tax representations made by the Buyer and the Sellers, pursuant to the provisions of Sections 3(n) and 5(o), respectively, shall survive the Closing for a period of 90 days following the expiration of the applicable statute of limitations period; provided , however , that if, at any time prior to the expiration of such applicable statute of limitations, any Indemnified Party delivers to the Indemnifying Party a written notice asserting in good faith a claim for recovery under Section 7.1 with respect to the Tax representations, then the claim asserted in such notice with respect to the Tax representations shall survive such expiration time until such time as such claim is fully and finally resolved.

(c)          The Parties agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant or agreement set forth in this Agreement shall be pursuant to the indemnification provisions set forth in this Article 7. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein that it may have against the other Parties hereto and their affiliates and representatives arising under or based upon any Laws, except pursuant to the indemnification provisions set forth in this Article 7. Nothing in this Section 7.3(c) shall limit any Party’s right to seek and obtain any equitable relief to which any party shall be entitled or to seek any remedy on account of any Party’s fraudulent, criminal or intentional misconduct.

(d)          Payments by any Indemnifying Party under Section 7.1 or 7.2 in respect of any Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any contribution or other similar payment actually received by the Indemnified Party in respect of any such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs (it being agreed that no party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article 7). Promptly after the realization of any insurance proceeds, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was paid by the Indemnifying Party under Section 7.1 or 7.2 before the realization of reduction of such Losses.

(e)          IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR (i) DAMAGES NOT ARISING DIRECTLY FROM A BREACH OF REPRESENTATION OR WARRANTY, (ii) DAMAGES ARISING SOLELY FROM SPECIAL CIRCUMSTANCES OF THE INDEMNIFIED PARTY THAT WERE NOT COMMUNICATED TO THE INDEMNIFYING PARTY, OR (iii) ANY REMOTE, SPECULATIVE, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES (COLLECTIVELY, “EXCLUDED DAMAGES”), REGARDLESS OF (x) WHETHER SUCH EXCLUDED DAMAGES WERE FORESEEABLE, (y) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH EXCLUDED DAMAGES AND (z) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; PROVIDED, HOWEVER, THAT ANY EXPENSES OF INVESTIGATION AND REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS INCURRED IN CONNECTION WITH ANY INDEMNIFIABLE CLAIM, SUIT OR PROCEEDING UNDER SECTION 7.1 OR SECTION 7.2, AS WELL AS ANY FINAL, NON-APPEALABLE AMOUNTS AWARDED BY A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH A THIRD-PARTY CLAIM UNDER SECTION 7.2 SHALL NOT CONSTITUTE EXCLUDED DAMAGES FOR PURPOSES OF THIS SECTION 7.3(f).

7.4            Placement Rights .

(a)          Within 90 days following the Closing, the Buyer may apply to list its common Stock on the Nasdaq Stock Market or the New York Stock Exchange (including the NYSE MKT) (or any successor) (any referred to herein as an “Exchange”). In connection with the Exchange listing, the Buyer may seek to raise equity capital (a “Financing”) to meet an initial listing requirement of an Exchange. In such Financing, the Sellers shall have the option to offer up to a total of $3 million each of their shares of Common Stock as selling shareholders. If the Sellers together sell at least $6 million of their shares of Common Stock in such Financing, the provisions of Section 7.4(b) and (c) shall not apply.

(b) If the conditions of Section 7.4(a) are not met, the Buyer shall use its best efforts to assist the Sellers to privately place (or publicly sell) a total of $1,500,000 of Common Stock per calendar quarter, commencing with the quarter ending December 31, 2015, at a price per share equal to the greater of (i) $1.20 or (ii) the Buyer’s earnings before interest, taxes, depreciation and amortization for the calendar quarter then ended multiplied by 32, minus the Buyer’s indebtedness as of the last day of such calendar quarter, which amount is then divided by the number of shares of Common Stock outstanding (either, the “Target Price”). The Buyer will notify the Sellers prior to the end of each calendar quarter of the sale opportunity or opportunities under this Section 7.4(b). If the Sellers choose to move forward with a sale opportunity, they will notify the Buyer promptly after their receipt of the Buyer’s notice. The closing of any sale under this Section 7.4(b) will occur (x) within 30 days after the end of the quarter ending December 31, 2015, and (y) for subsequent quarters, within 30 days after the earlier of (i) the filing of the Buyer’s quarterly or annual report with the SEC for the period ending on the last day of such quarter and (ii) the SEC’s filing deadline for the filing of such quarterly or annual report with the SEC. Any such sales shall be in compliance with all legal requirements including insider trading laws. The Sellers’ options and the Buyer’s obligations under this Section 7.4 (b) shall expire after the Sellers together have received at least $6 million in gross proceeds from sales of their shares of Common Stock.

(c)          If the price per share received by the Sellers in any sale under Section 7.4(b) (the “Actual Price”) is less than the Target Price, the Buyer shall issue to the Sellers additional shares of Common Stock, with the number of additional shares determined by the following formula: (i) $1,500,000 divided by the Actual Price, minus (ii) $1,500,000 divided by the Target Price. By way of example, if the Target Price was $2 and the Actual Price is $1, the Sellers shall be issued 750,000 shares determined as follows: ($1,500,000/1) minus ($1,500,000/2).

(d)          All per share numbers contained in this Section 7.4 shall be subject to adjustment for stock splits, stock dividends and combinations.

BST, We Sell and We Sell Cellular, Inc. (“Old We Sell”) are parties to certain litigation with Samsung (such case, including any related actions and any appeals, the “Samsung Litigation”). In the Samsung Litigation, BST, We Sell and Old We Sell have filed claims against Samsung and Samsung has filed claims against BST, We Sell and Old We Sell. As a condition of Closing, the Buyer agrees that BST and We Sell shall assign to the Sellers all right, title and interest in and to the litigation and any proceeds thereof, and the Sellers shall indemnify and hold harmless We Sell in the event Samsung obtains any recovery against We Sell, whether by way of final judgment or settlement, and the Sellers shall pay all costs of the Samsung Litigation (including legal fees and expenses) arising after September 30, 2015. The Parties also agree that the Sellers shall have the sole right, in their discretion, to instruct counsel and other advisors in connection with and to make decisions and take action in the name(s) and on behalf of BST, We Sell and Old We Sell with respect to the Samsung Litigation. The provisions of this Section 7.5 shall be accomplished through the Assignment Agreement and the Assumption Agreement.

(a)          The Sellers and the Buyer shall cause BST to prepare a Closing Date Balance Sheet in accordance with GAAP which shall be audited by the Buyer’s independent registered public accounting firm and delivered to the Buyer and the Sellers on or before the delivery of the audited Financial Statements referred to in Section 7.7. If within 10 days following delivery of the audited Closing Date Balance Sheet, the Buyer or the Sellers has or have not given the other Party (Parties) notice of its objection to the audited Closing Date Balance Sheet (such notice must contain a statement of the basis of the objection), then the stockholders’ equity reflected in the audited Closing Date Balance Sheet will be used in computing the amount by which BST’s stockholders’ equity as of the Closing Date is greater than or less than $660,000 (such excess or deficiency, the “Adjustment Amount”). If a Party gives such notice of objection, then the Parties will, for an additional 15 days following delivery of such notice, attempt to reach agreement on the issues in dispute. If no resolution of the dispute is finalized within such 15-day period, the disputed issues will be submitted for review and final determination by RBSM LLP, certified public accountants independent of both the Buyer and the Sellers (the “Accountants”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each Party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and as are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination of the Adjustment Amount by the Accountants, as set forth in a notice delivered to all Parties by the Accountants within 30 days after the submission of the issues to the Accountants for resolution, will be binding and conclusive on the Parties; and (iii) the Buyer will bear 50% and the Sellers will bear 50% of the fees of the Accountants for such determination.

(b)          If the Adjustment Amount reflects an excess (a positive Adjustment Amount) greater than $100,000, then, within 10 business days after the final determination of the Adjustment Amount, the Buyer will cause BST to make a cash payment to the Sellers in an amount equal to the amount by which the Adjustment Amount exceeds $100,000, divided equally between the Sellers. If the Adjustment Amount reflects a deficiency (a negative Adjustment Amount) greater than $100,000, then, at the election of the Sellers, either (i) the Sellers will make a cash payment to BST in an amount equal to the amount by which the Adjustment Amount exceeds $100,000 within ten business days after the final determination of the Adjustment Amount or (ii) on the 10 ^th business day following the final determination of the Adjustment Amount, the number of uSell Shares delivered to the Sellers at Closing shall be reduced by the number of shares determined by multiplying the number of uSell Shares delivered to the Sellers at the Closing times a fraction in which the numerator is the amount by which the Adjustment Amount exceeds $100,000 and the denominator is the total stockholders’ equity reflected on the audited Closing Date Balance Sheet. Each Seller may make a different election under clause (ii).

(c)          If the reclassification of any item or items or any other change made in the treatment of any item or items in connection with the preparation of the audited Closing Date Balance Sheet under this Section 7.6 or the preparation of the audited financial statements under Section 7.7 below (an “Audit Change”) results in a personal tax liability to either or both of the Sellers, the Buyer will reimburse the Sellers for the payment of such tax liability (including taxes owing and any interest and penalties thereon) promptly upon their presentation of evidence of such payment. In addition, if any payment by the Buyer to the Sellers under this Section 7.6 results in a personal tax liability to either or both of the Sellers, the Buyer will make an additional payment to the affected Seller(s) to gross the payment up for tax purposes, so that, after payment by the Sellers of all taxes, interest and penalties, the Sellers suffer no liabilities, taxes, penalties or costs as a result of the Audit Change. Provided , however , no more than one tax gross up payment shall be made to each of the Sellers unless the amount payable to each is more than $20,000 in which event a second gross up payment shall be made.

BST shall use its best efforts to obtain its audited financial statements for the years ended December 31, 2013 and December 31, 2014 and reviewed financial statements for the six months ended June 30, 2014 and June 30, 2015, as soon as practicable following the Closing. The auditors’ fees for preparing such financial statements, in the amount of no more than $50,000, shall be paid by BST. The Sellers shall cooperate with BST and the auditors in the preparation of such audited financial statements, including, but not limited to, by signing customary representation letters and providing all information available to the Sellers that is requested by or on behalf of BST and by the auditors.

7.8            Equity Ownership for We Sell Employees .

After the Closing, the Buyer will grant 300,000 restricted stock units to employees of We Sell as may be designated by the Sellers in their discretion.

7.9            Other Agreements of the Parties .

(a)          If the Buyer intends to issue new or additional shares of any class to any third party, the Buyer will offer the Sellers the opportunity to purchase shares of the same class on the same terms as those offered to the third party purchaser.

(b)          In the event that the Buyer engages in any financing involving the sale of capital stock or securities convertible into, exercisable for or exchangeable for capital stock (any, a “Security”), except a public underwritten offering of any Securities, and offers for the Securities exceed the gross proceeds contained in any term sheet or similar document (the “Offered Amount”), the Sellers shall be given three business days’ notice to sell shares owned by the Sellers to the purchasers of Securities to the extent such purchasers’ offers exceed the Offered Amount; p rovided , however , the Sellers or either Seller must execute all transaction documents and close the Security offering at the same time as other investors.

(c)          The Buyer recognizes that the Sellers have used and continue to use credit cards to make substantial purchases on behalf of BST and We Sell. It is understood and agreed that the Sellers may continue to use credit cards after the Closing to purchase mobile phones and related equipment on behalf of We Sell and that We Sell will continue to pay such credit card bills directly (or, if the Sellers so elect in their discretion, to reimburse the Sellers for such credit card purchases). It is also agreed that (i) credit card points and awards earned by the Sellers on such purchases through the Closing will be the sole property of the Sellers and (ii) credit card points and awards earned by the Sellers on such purchases after the Closing will be treated in accordance with the Buyer’s policies applicable to corporate credit card points and awards earned by its employees generally.

(d)          The Buyer acknowledges that Brian Tepfer has personally guarantied We Sell’s obligations under the lease between S. Nicolia & Sons Realty Corp. and We Sell for the premises located at 20B Nancy Street, West Babylon, New York. The Buyer will use commercially reasonable efforts to remove Brian Tepfer as guarantor in any future negotiation with the landlord, such as for an extension of or other amendment to the lease (which efforts will include, without limitation, substituting the Buyer as guarantor under the lease).

(a)           Confidentiality . All Parties will treat and hold as confidential, and not use or disclose, any of the information it receives from the other Parties in the course of the negotiation or existence and terms of this Agreement and the business affairs of the other Parties (“Confidential Information”), provided , however , that the foregoing obligation of confidentiality shall not apply to (i) Confidential Information which is now or hereafter enters the public domain without a breach of this Agreement; (ii) Confidential Information known to the recipient Party(ies) prior to the time of disclosure by the disclosing Party(ies) or independently acquired or developed by employees or agents of the recipient Party(ies) (as shown by written records) without access to the Confidential Information and without violating any provisions of this Agreement; (iii) Confidential Information disclosed in good faith to the recipient Party(ies) by a third party legally entitled to disclose the same; and (iv) disclosures as may be necessary, in the opinion of the recipient Party(ies’) outside legal counsel, for the recipient Party(ies) not to be in violation or default under any applicable law or order; provided, that the recipient Party(ies) shall provide the disclosing Party(ies) with prompt prior written notice of such requirement so that the disclosing Party(ies) may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. Notwithstanding the preceding, a recipient Party(ies) may disclose the Confidential Information or portions thereof to those of its managers, directors, officers, employees, contractors, agents and representatives (the persons to whom such disclosure is permissible being collectively called “Representatives”) who need to know such information for the purpose of evaluating the transactions contemplated by this Agreement and performing the recipient Party(ies)’ obligations under this Agreement (it being understood that those Representatives must be subject to confidentiality agreements with the disclosing Party(ies) substantially similar to this Agreement). All Parties agree to be responsible for any breach of this Agreement by their Representatives.

(b)           Press Releases and Public Announcements . No Party(ies) shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party(ies); provided , however , the Parties agree that a Party may make any public disclosure it believes in good faith is required by applicable law (in which case such Party will use its reasonable best efforts to give the other Party(ies) prior notice of the proposed disclosure).

(c)           No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(d)           Entire Agreement . This Agreement (including the Related Agreements and other documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

(e)           Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party(ies). Nothing contained in this Section 8(e) shall affect or impair any assignments caused by operation of Law.

(f)           Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Signatures may be original, facsimile or pdf.

(g)           Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)           Notices . All notices under this Agreement shall be in writing, and shall be sufficiently given if delivered to the addressees in person or by FedEx or similar receipted next business day delivery, as follows:

or to such other address as any of them, by notice to the others, may designate from time to time. Time shall be counted to, or from, as the case may be, the date of delivery.

(i)            Governing Law; Exclusive Jurisdiction and Venue . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of choice of laws thereof. Any action brought by a Party(ies) against the other Party(ies) concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts of the State of New York and venue shall be in New York County.  The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens .

(j)            Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties (to the extent such Party(ies) is(are) affected by such amendment). No waiver by any Party(ies) of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(k)           Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(l)            Expenses . Each of the Parties will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby, provided that BST and We Sell shall pay after the Closing legal fees, accounting fees and related expenses for services with respect to this Agreement, the Related Agreements and the transactions contemplated hereunder and thereunder up to $50,000.

(m)          Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party(ies) by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

(n)           Incorporation of Exhibits and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(o)           Survival; Investigations . The respective representations and warranties of the Parties contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any Party(ies) hereto and shall survive the Closing as provided in Section 7.3.

(p)          Notwithstanding anything in this Agreement to the contrary, all provisions of this Agreement are subject to any covenant contained in that certain Note Purchase Agreement dated October 23, 2015 by and among BAM Administrative Services, LLC, Purchasers from time to time party thereto, the Buyer, BST and We Sell.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, the Company has agreed to provide certain registration rights to the Investors in order to induce the Investors to enter into that certain Stock Purchase Agreement dated October 23, effective as of October 1, 2015 with the Company (the “Purchase Agreement”).

Now, therefore, in consideration of the mutual promises and the covenants as set forth herein, the parties hereto hereby agree as follows:

1.           Definitions . Unless the context otherwise requires, the capitalized words and terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

“Agreement” means this Registration Rights Agreement, as the same may be amended, modified or supplemented in accordance with the terms hereof.

“Board” means the Board of Directors of the Company.

“Common Stock” means the Company’s authorized common stock, as constituted on the date of this Agreement, any stock into which such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares of such Common Stock upon any re-classification thereof.

“Commission” means the Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.

“Company” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Company Securities” has the meaning any securities proposed to be sold by the Company for its own account in a registered public offering.

“Event” has the meaning assigned to it in Section 2(b) of this Agreement.

“Event Date” has the meaning assigned to it in Section 2(b) of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934 (or successor statute).

“Excluded Forms” means registration statements under the Securities Act on Forms S-4 and S-8 or any successors thereto and any form used in connection with an initial public offering of securities.

“Fair Market Value” shall mean: (i) if the principal trading market for such securities is a national securities exchange, or the OTCQB or OTCQX (or a similar system then in use), the last reported sales price on the principal market on the Event Date or if the Event Date is not a trading day, the trading day immediately prior to such an Event Date; or (ii) if (i) is not applicable, and if bid and ask prices for shares of Common Stock are reported by the principal trading market or the OTC Pink (or successor system), the average of the high bid and low ask prices so reported on the Event Date or if the Event Date is not a trading day on the trading day immediately prior to such Event Date. Notwithstanding the foregoing, if there is no last reported sales price or bid and ask prices, as the case may be, for the day in question, then Fair Market Value shall be determined as of the latest day prior to such day for which such last reported sales price or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in good faith by, and reflected in a formal resolution of, the board of directors of the Company.

“Filing Date” has the meaning assigned to it in Section 2(a) of this Agreement.

“Investors” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Person” includes any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company and other entity and any government, governmental agency, instrumentality or political subdivision.

The terms “register” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement on other than any of the Excluded Forms in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means (i) the Common Stock issued and sold to the Investors pursuant to the Purchase Agreement and any other shares of Common Stock subsequently acquired by the Investors, and (ii) any securities of the Company issued with respect to such Common Stock by way of any stock dividend or stock split or in connection with any merger, combination, recapitalization, share exchange, consolidation, reorganization or other similar transaction.

“Rule 144” is defined in Section 9 of this Agreement.

“Selling Expenses” means all selling commissions, finder’s fees and stock transfer taxes applicable to the Registrable Securities registered by the Investors and all fees and disbursements of counsel for the Investors.

“Securities Act” means the Securities Act of 1933 (or successor statute), as amended.

2.            Piggyback Registration .

(a)          Each time the Company proposes for any reason to register any of its Common Stock under the Securities Act in connection with the proposed offer and sale of its Common Stock for money for its own account and/or for stockholders of the Company for their accounts (the “Proposed Registration”), other than pursuant to a registration statement on Excluded Forms, the Company shall promptly give written notice of such Proposed Registration to the Investors and shall offer the Investors the right to request inclusion of their Registrable Securities in the Proposed Registration. Such notice shall describe the amount and type of securities to be included in the Proposed Registration, the intended method(s) of distribution and the name of the proposed managing underwriters, if any.

(b)          Each of the Investors shall have 30 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of the Registrable Securities such Investor intends to sell in the Proposed Registration and the Investor’s intended method of disposition.

(c)          In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering, the Company shall so advise the Investors as part of the written notice given pursuant to Section 2(a), and any request under Section 2(b) must specify that each Investor’s Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration.

(d)          Upon receipt of a written request pursuant to Section 2(b), the Company shall promptly cause all such shares of Registrable Securities held by the Investors to be registered under the Securities Act (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the Proposed Registration.

(e)          In the event that the offering is to be an underwritten offering, if the Investors propose to distribute their shares of Registrable Securities through such underwritten offering, then, the Investors agree to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement contains customary terms and provisions and all other holders proposing to sell shares of Common Stock in the Proposed Registration enter into a substantially similar underwriting agreement with such underwriter(s).

3.            Obligations of the Company . If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall:

(a)          use commercially reasonable efforts to prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective (and to remain effective (provided that before filing a registration statement or any amendment or supplement thereto, the Company will furnish to the Investors copies of the documents proposed to be filed);

(b)          use commercially reasonable efforts to prepare and file with the Commission such amendments to such registration statement (including post-effective amendments) and supplements to the prospectus included therein as may be necessary to keep such registration statement effective, subject to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Investors set forth in such registration statement;

(c)          furnish to the Investors such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as each Investor may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Investors;

(d)          use all commercially reasonable efforts to make such filings under the securities or blue sky laws of Florida, New York and such other jurisdictions as the Investors may reasonably request to enable each Investor to consummate the sale in such state or jurisdiction of the Registrable Securities owned by such Investor;

(e)          notify the Investors at any time when a prospectus relating to their Registrable Securities is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in the related registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to the Investors a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f)          otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and to perform its obligations hereunder;

(g)          use commercially reasonable efforts to cause the Registrable Securities to be quoted on each trading market and/or in each quotation service on which the Common Stock of the Company is then quoted;

(h)          provide a transfer agent for all Registrable Securities and provide a CUSIP number for all Registrable Securities, in each case not later than the effective date of the applicable registration statement; and

(i)          notify the Investors of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

4.            Other Procedures .

(a)           Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use commercially reasonable efforts under Section 3, the Company shall be required to maintain the effectiveness of a registration statement until the earlier of (i) the sale of all Registrable Securities, or (ii) when all Registrable Securities held by the Investors are eligible to be sold without volume limits or other limitations under Rule 144 (or successor rule). The Company shall have no liability to the Investors for delays in the Investors being able to sell the Registrable Securities as long as the Company uses commercially reasonable efforts to file a registration statement, amendments to a registration statement, post-effective amendments to a registration statement or supplements to a prospectus contained in a registration statement (including any amendment or post effective amendments).

(b)          In consideration of the Company’s obligations under this Agreement, the Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, each Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(c)           The Company’s obligation to file any registration statement or amendment including a post-effective amendment, shall be subject to each Investor, as applicable, furnishing to the Company in writing such information and documents regarding such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities in a registration statement or it may withdraw such Investor’s Registrable Securities from the registration statement without incurring any penalty or otherwise incurring liability to such Investor.

(d)          If any such registration or comparable statement refers to either Investor by name or otherwise as a stockholder of the Company, but such reference to such Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to such Investor, as may be applicable.

(e)          In connection with the sale of Registrable Securities, the Investors shall deliver to each purchaser a copy of any necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

5.            Registration Expenses . In connection with any registration of Registrable Securities pursuant to Section 2, the Company shall, whether or not any such registration shall become effective, from time to time, pay all expenses (other than Selling Expenses) incident to its performance of or compliance, including, without limitation, all registration, and filing fees, fees and expenses of compliance with securities or blue sky laws, word processing, printing and copying expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent public accountants and other Persons retained by the Company.

6.            Indemnification .

(a)          In the event of any registration of any shares of Common Stock under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor, from and against any losses, claims, damages or liabilities, joint or several, to which each Investor may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Registrable Securities pursuant to Section 3(d) herein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, or state securities or blue sky laws or relating to action or inaction required of the Company in connection with such registration or qualification under the Securities Act or such state securities or blue sky laws. If the Company fails to defend the Investors as required by Section 6(c) herein, it shall reimburse (after receipt of appropriate documentation) each Investor for any legal or any other out-of-pocket expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company shall not be liable to an Investor in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, said prospectus, or said amendment or supplement or any document incident to registration or qualification of any Registrable Securities pursuant to Section 3(d) hereof in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use in the preparation thereof or (ii) any act or failure to act of such Investor including the failure of such Investor to deliver a prospectus as required by Section 5(e) of the Securities Act.

(b)          In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6(a)) the Company, each director of the Company, each officer of the Company who signs such registration statement, the Company’s attorneys and auditors and any Person who controls the Company within the meaning of the Securities Act, from and against any loss, claim, damage or liability that arises out of or is based upon any untrue statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if and to the extent that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement.

(c)          Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 6(a) or (b), such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action. The indemnifying party shall be relieved of its obligations under this Section 6(c) if and to the extent that the indemnified party delays in giving notice and the indemnifying party is damaged or prejudiced by the delay. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so as to assume the defense thereof, the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by the indemnifying party in connection with the defense thereof, provided , however , that, if counsel for an indemnified party shall have reasonably concluded that there is an actual or potential conflict of interest between the indemnified party and the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 6; provided , however , that in no event shall any indemnification by an Investor under this Section 6 exceed the net proceeds from the sale of Registrable Securities received by the Investor. No indemnified party shall make any settlement of any claims indemnified against hereunder without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. In the event that any indemnifying party enters into any settlement without the written consent of the indemnified party, the indemnifying party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff of a release of such indemnified party from all liability in respect to such claim or litigation.

(d)          In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which (i) any indemnified party makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required in circumstances for which indemnification is provided under this Section 6; then, in each such case, the Company and such Investor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject as is appropriate to reflect the relative fault of the Company and such Investor in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission (or avoid the conduct or take an act) which resulted in such losses, claims, damages or liabilities, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro-rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations. Notwithstanding the foregoing, (i) no such Investor shall be required to contribute any amount in excess of the net proceeds to him of all Registrable Securities sold by him pursuant to such registration statement, and (ii) no Person who is guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)          Notwithstanding any of the foregoing, if, in connection with an underwritten public offering of the Registrable Securities, the Company, any Investor and the underwriters enter into an underwriting agreement relating to such offering which contains provisions covering indemnification among the parties, then the indemnification provision of this Section 6 shall be deemed inoperative for purposes of such offering.

7.            Certain Limitations on Registration Rights . If, at any time prior to the effectiveness of any registration statement filed pursuant to this Agreement, the Company determines to file a registration statement with the Commission for the public sale of its securities and the managing underwriter of such offering offers to purchase the Registrable Securities for its own account at the same price including underwriting discounts and applicable expenses as paid to the Company, each Investor shall either (i) elect to include his Registrable Securities being registered pursuant to this Agreement in the registration statement covering the sale of the Company’s securities, or (ii) immediately cease his public sales for a period of 90 days following the effective date of the registration statement covering the sale by the Company. Additionally, no Investor may participate in the registration statement relating to the sale by the Company of its Common Stock as provided above unless such Investor enters into an underwriting agreement with the managing underwriter (subject to Section 2(e)) and completes and/or executes all questionnaires, indemnities and other reasonable documents requested by the managing underwriter. Each Investor shall be deemed to have agreed by acquisition of its Registrable Securities under this Section 7 not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use best efforts not to effect any such public sale or distribution of any other equity security of the Company (including any short sale) or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 90 days after the effective date of such registration statement. In such event, such Investor shall, if requested, sign a customary market stand-off letter with the Company’s managing underwriter and comply with applicable rules and regulations of the Commission.

8.           Allocation of Securities Included in Registration Statement . In the case of a registration pursuant to Section 7 for the Company’s account, if the Company’s managing underwriter shall advise the Company and the Investors in writing that the inclusion in any registration pursuant hereto of (a) some or all of the Registrable Securities sought to be registered by the Investors and securities offered by other holders, and (b) the Company Securities sought to be registered creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities sought to be registered shall be included in such registration, and (ii) next, the number of Registrable Securities offered by the Investors and securities offered by other holders pursuant to written contractual piggyback registration rights of such other holders shall be included in such registration to the extent permitted by the Company’s managing underwriter, with the number of Registrable Securities and such other securities being registered determined on a pro-rata basis based on the number of Registrable Securities the Investors desire to have registered and the number of securities such other holders desire to have registered; provided , however , that, if either Investor would be required pursuant to the provisions of this Section 8 to reduce the number of Registrable Securities that he may include in such registration, such Investor may withdraw all or any portion of his Registrable Securities from such registration and may resume selling shares under the registration statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.

9.           Rule 144 . As long as either Investor holds restricted securities (as that term is used in Rule 144), the Company covenants that it will (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times, (ii) file in a timely manner the reports and other documents required to be filed under the Securities Act or the Exchange Act and the rules and regulations adopted by the Commission thereunder, (iii) furnish to each Investor promptly upon request (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company, and (z) such other information as either Investor may reasonably request, and (iv) cooperate with each Investor and respond as promptly as possible to any requests from such Investor in connection with Rule 144 transfers of restricted securities, in each case to enable such Investor to sell his Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission (collectively, “Rule 144”). Provided, however, nothing contained in this Section 9 or elsewhere in this Agreement shall prevent the Company from consummating a transaction in which another entity acquires it through a merger or similar transaction.

10.          Severability . In the event any parts of this Agreement are found to be illegal, unenforceable or void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the illegal, unenforceable or void parts were deleted.

11.          Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

12.          Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

13.          Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar overnight next business day delivery, or by email delivery followed by overnight next business day delivery, as follows:

or to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted from the date of delivery.

14.          Attorneys’ Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding relating to this Agreement is filed, the prevailing party shall be entitled to an award by the court of reasonable attorneys’ fees, costs and expenses.

15.          Entire Agreement; Oral Evidence . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement of the change, waiver discharge or termination is sought.

16.          Additional Documents . The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

17.          Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Delaware

18.          Section or Paragraph Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

19.          Force Majeure . The Company shall be excused from any delay in performance or for non-performance of any of the terms and conditions of this Agreement caused by any circumstances beyond its control, including, but not limited to, any Act of God, fire, flood, or government regulation, direction or request, or accident, interruption of telecommunications facilities, labor dispute, unavoidable breakdown, civil unrest or disruption to the extent that any such circumstances affect the Company’s ability to perform its obligations under this Agreement or the ability of the Commission to perform its responsibilities under the Securities Act.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by a duly authorized representative thereof as of the day and year first above written.

Signature Page to Registration Rights Agreement

Exhibit 10.3

SHAREHOLDERS AGREEMENT

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”).

WHEREAS, Brian and Scott were the owners of 100% of the capital stock (the “BST Shares”) of BST Distributions, Inc., a Delaware corporation (“BST”), which owns 100% of the membership interests of We Sell Cellular , LLC, a Delaware limited liability company (“We Sell”);

WHEREAS, uSell has acquired the BST Shares from Scott and Brian in exchange for a total of 9,358,837 shares of common stock of uSell (the “Common Stock” and the 9,358,837 shares the “Exchange Common Stock”) through a share exchange (the “Share Exchange”); and

WHEREAS, it was a condition to the closing of the Share Exchange that the parties hereto enter into this Agreement to set forth certain agreements among them with respect to the Common Stock currently owned (or to be hereinafter acquired) by them.

NOW, THEREFORE, in consideration of the respective representations and warranties hereinafter set forth and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.           Restrictions on Voting . In connection with any annual or special meeting of the Shareholders of uSell or any action by written consent in lieu of a shareholders meeting of uSell, the Shareholders agree to vote all of their shares of Common Stock either in favor of (or provide a written consent to) or against the action in question, as determined by the unanimous decision of all of the Shareholders. Notwithstanding any other provision of uSell’s Certificate of Incorporation By-laws, or this Agreement, if the Shareholders are unable to agree on a matter requiring the approval of (or permitted to be approved by) uSell’s Shareholders, the affirmative vote of at least 75% of the voting power of the shares of the then outstanding voting stock of uSell, voting together as a single class, shall be required to take any action required or permitted by the Shareholders of uSell. The voting restrictions contained in this Section 1 shall terminate and be of no further force and effect if (x) uSell fails to meet the conditions of Section 7.4(a) of the Stock Purchase Agreement, dated October 23, 2015, effective as of October 1, 2015, by and among uSell, BST, Scott, and Brian (the “SPA”) and (y) Brian and Scott have not succeeded in selling under Sections 7.4(b) and (c) of the SPA at least $1,500,000 of Common Stock per quarter (and a total of $6,000,000 of Common Stock) by the applicable deadlines set forth in Section 7.4(b) of the SPA.

2.            Appointment to Board . uSell has appointed Brian to the Board of Directors of uSell (the “Board”) and each Shareholder shall take all necessary and desirable actions within his control, and uSell shall take all necessary or desirable actions within its control, to ensure that Brian is elected to the Board of uSell in the future.         

3.            Restriction on Sale of Common Stock .

(a)          Except as provided in this Section 3 and in Section 7.4 of the SPA, for six months from the date of this Agreement, the Shareholders shall not, directly or indirectly:

(i)          offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock of uSell, or any other securities of uSell convertible into or exercisable or exchangeable for any shares of such Common Stock which are owned as of the date of this Agreement. The Common Stock shall include, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned or any Affiliate in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and shares that may be issued upon exercise of any options or warrants, securities convertible into or exercisable or exchangeable for Common Stock or shares deliverable pursuant to restricted stock units. The word “Affiliates” shall have the meaning contained in Rule 12b-2 under the Securities Exchange Act of 1934;

(ii)         enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Common Stock, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise; or

(iii)        publicly disclose the intention to do any of the foregoing.

(b)           The restrictions on the actions set forth in Section 3(a) above shall not apply to: (i) transfers of Common Stock as a bona fide gift to immediate family members; (ii) transfers of Common Stock to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of any Shareholder or any Family Members of any Shareholder; (iii) transfers of Common Stock to any beneficiary of the undersigned pursuant to a will, trust instrument or other testamentary document or applicable laws of descent; (iv) transfers of Common Stock to uSell; or (v) transfers of Common Stock to any Affiliate; provided that, in the case of any transfer or distribution pursuant to clause (i), (ii), (iii) or (v) above, each donee, distributee or transferee (any, a “Transferee”) shall sign and deliver to uSell, prior to such transfer, an agreement substantially in the form of this Section 3. For purposes of this Agreement, “Family Member” has the meaning in Rule 701 under the Securities Act of 1933.

In order to effectuate the restrictions contained in this Section 3, uSell and its transfer agent on its behalf are hereby authorized (i) to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Section 3 and (ii) to imprint on any certificate representing shares a legend describing the restrictions contained herein.

(c)          Each of Brian and Scott has entered into a Registration Rights Agreement with uSell providing them with certain piggyback rights. In the event that Brian or Scott elects to sell shares of Common Stock pursuant to the Registration Rights Agreement, Section 3(a) shall not apply to the shares of Common Stock that are sold under any registration statement thereunder.

4.            Miscellaneous .

(a)          Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery next business day delivery, or by email (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery, next business day delivery), as follows:

or to such other address, as either of them, by notice to the other may designate from time to time.

(b)           Modification . This Agreement contains the entire agreement among the parties hereto and there are no agreements, warranties or representations which are not set forth herein and all prior negotiations, agreements and understandings are superseded hereby. This Agreement may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto.

(c)           Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of New York applicable to agreements made and to be performed entirely within the State, without regard to conflict of laws principles. Each party hereto hereby irrevocably consents and submits to the jurisdiction of any New York or federal court located in New York County, New York over any action or proceeding arising out of any dispute between the parties hereto, and waive any right they have to bring an action or proceeding with respect thereto in any other jurisdiction.

(d)           Binding Effect; Assignment . This Agreement shall be binding upon the parties and inure to the benefit of the successors and assigns of the respective parties hereto; provided , however , that this Agreement and all rights hereunder may not be assigned by any Shareholder except with the prior written consent of the other parties hereto.

(e)           Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any signature delivered by a party by facsimile or email transmission will be deemed to be an original signature.

(f)           Section Headings . The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

(g)           Prevailing Party . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

(h)           Waiver . The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

(i)           No Agency . This Agreement shall not constitute any party the legal representative or agent of any other party, nor shall any party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of any other party.

(j)           Termination . This Agreement shall terminate when (i) Scott and Brian (which solely for this Section 4(j) includes their permitted transferees under Section 3(b)) no longer beneficially own together at least 10% of the issued and outstanding shares of Common Stock; (ii) Raman resigns or is terminated as an employee of uSell; or (iii) Brauser resigns or is terminated as a director on the Board of uSell.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and date first above written.

Exhibit 10.4

MANAGEMENT AGREEMENT

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.

WHEREAS, the Tepfers are owners of 100% of the stock of BST Distribution, Inc., a New York corporation (the “Corporation”), which owns 100% of the membership interests of We Sell Cellular LLC, a Delaware limited liability company (the “LLC”);

WHEREAS, uSell intends to purchase all of the stock of the Corporation from the Tepfers (the “Stock Purchase”) pursuant to a Stock Purchase Agreement, by and among the Corporation, the Tepfers, and uSell, dated October 23, 2015, effective as of October 1, 2015 (the “Stock Purchase Agreement”); and

WHEREAS, in connection with the Stock Purchase, the Parties wish to enter into this Agreement to govern the management of the business and operations of the Corporation and the LLC following the Stock Purchase.

NOW, THEREFORE, in consideration of the representations, warranties, and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions.

In addition to words and phrases defined elsewhere in this Agreement, the following terms used in this Agreement shall have the following meanings:

“Confidential Information” shall have the meaning ascribed to it in the Employment Agreements.

“Employment Agreements” shall mean the Employment Agreements, dated as of the date hereof, between the LLC and each of Brian and Scott.

“Fiscal Year” shall mean the period terminating on December 31 of each year during the term of this Agreement.

“LLC Act” shall mean Title 6, Chapter 18 of the Delaware Statutes (or any corresponding provision or provisions of any succeeding law), as amended from time to time.

“Manager” shall mean the individual designated in Section 3.02 to manage and control the business of the LLC. References to a Manager as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the masculine or feminine reference, as the case may be.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity (or any department, agency, or political subdivision thereof) or any other entity.

Section 1.02  Construction. Whenever the context requires, the gender of all words used in this Agreement will include the masculine, feminine and neuter. Wherever the singular number is used in this Agreement, and when required by the context, the same shall include the plural and vice versa. Unless otherwise specified, all references to Articles and Sections refer to articles and sections of this Agreement. The captions contained herein are solely for the convenience of the Parties and will not constitute a part of the substance, intent or terms of this Agreement, nor will such captions be considered in the construction of this Agreement.

ARTICLE II

MANAGEMENT OF THE CORPORATION

Section 2.01  Board Composition. The Board of Directors of the Corporation (the “Board”) shall be composed of four directors (the “Directors”): two individuals designated by uSell, who shall initially be Brauser and Raman; and two individuals designated by the Tepfers, who shall initially be Brian and Scott. uSell may remove Brauser and/or Raman as a Director and appoint a replacement or replacements for the Director(s) so removed with the prior written consent of Brian and Scott, which shall not be unreasonably withheld. Brian and Scott shall have the authority to appoint two directors, with their initial appointees being Brian and Scott. Brian and/or Scott may appoint a designee to serve in his place as Director, remove that designee and appoint a successor, in each case with the prior written consent of uSell, which shall not be unreasonably withheld. If either Scott or Brian dies or becomes disabled within the meaning of his Employment Agreement, the survivor may designate (with the prior written consent of uSell, which will not be unreasonably withheld) a substitute for the deceased or disabled individual, which person shall execute a joinder to and become a party to this Agreement.

Section 2.02  Corporation Officers; Management. The Corporation shall have a minimum of three officers (together the “Corporation Officers”) appointed by the Board with powers and limitations established by the Bylaws and this Agreement. In the event of any conflict between the Bylaws and this Agreement, this Agreement shall control. The Board shall appoint two Corporation Officers as designated by the Tepfers, who shall initially be Brian and Scott, and one Corporation Officer as designated by uSell (the “uSell Officer”), who shall initially be Raman. Provided , however , if either Scott or Brian has his employment terminated without Cause or resigns for Good Reason as defined in his Employment Agreement, such person shall cease to be a Corporation Officer. The removal or replacement of a Corporation Officer appointed by the Tepfers will be subject to the prior written consent of uSell, which shall not be unreasonably withheld. The removal or replacement of the uSell Officer will be subject to the prior written consent of Brian and Scott, which shall not be unreasonably withheld. Subject to the limitations set forth in Section 2.03 below, the business and affairs of the Corporation shall be managed by the Corporation Officers, who shall be appointed by the Board. Each of the Corporation Officers, individually, shall have the authority at all times to sign checks with respect to bank and money market accounts of the Corporation in order to pay salaries, expenses and bonuses to Brian and Scott as earned. Additionally, the uSell Officer shall have the power to borrow money from uSell for the purposes set forth in the prior sentence.

Section 2.03   Limitations on Authority of Corporation Officers. Notwithstanding the grant of authority to the Corporation Officers under Section 2.02, the Corporation Officers may not authorize the Corporation to take any of following actions without the approval of 75% of the whole Board:

(a)          Cause or permit the Corporation to extend credit to or to make any loans or become a surety, guarantor, endorser or accommodation endorser for any Person;

(b)          Sell, exchange, assign, convey, lease and/or transfer all or substantially all of the Corporation’s assets or sell or otherwise transfer any of the Corporation’s assets except in the ordinary course of business;

(c)          Borrow money and execute and/or deliver any promissory notes, loan agreements and other instruments of indebtedness, mortgages, pledges, assignments and other instruments of hypothecation and any agreements with regard to the foregoing, except that the power delegated to the uSell Officer in the last sentence of Section 2.02 shall not require such approval;

(d)          Cause the Corporation to enter into a partnership or other venture, to merge, or to enter into any other form of reorganization, either alone or with another business entity;

(e)          Any of: (1) filing of a petition against the Corporation or any subsidiary for a proceeding under any bankruptcy, insolvency, reorganization or similar act; (2) filing of any consent to any such proceeding against the Corporation or any subsidiary; (3) any decision to contest or not to contest any such proceeding against the Corporation or any subsidiary; (4) making a general assignment of any property of the Corporation or any subsidiary for the benefit of creditors; (5) appointing, or acquiescing in the appointment of, a custodian or receiver for the Corporation or any subsidiary; or (6) taking any action and/or making any determination with respect to any of the foregoing proceedings other than those which are purely routine and non-substantive;

(f)          Pledge, mortgage, hypothecate or encumber any assets of the Corporation;

(g)          Execute and deliver any contract or agreement by or on behalf of the Corporation or any subsidiary (or the amendment or modification thereof) other than any contract that involves payments in the aggregate of not more than $150,000. This shall not be construed to limit the authority of the Corporation Officers appointed by the Tepfers to purchase and sell cellular and mobile phones, including smartphones. The Parties agree that (i) the purchase and sale of cellular and mobile phones, including smartphones, (ii) the entry into, amendment or termination of contracts involving aggregate payments of not more than $150,000 and (iii) the hiring of any employee at an annual salary of less than $150,000 shall be authorized by one of the Corporation Officers appointed by the Tepfers;

(h)          Approve an annual budget;

(i)           Acquire by purchase, lease or otherwise, any real property;

(j)           Confess a judgment against the Corporation;

(k)          Initiate any litigation, arbitration, mediation or other similar legal proceeding involving the Corporation, except for the Samsung Litigation, as defined in the Stock Purchase Agreement;

(l)           Enter into any agreement whether written or otherwise which can be reasonably expected to have a term of more than one year;

(m)         Establish reserves that are not contemplated in the annual budget;

(n)          Dissolve the Corporation;

(o)          Appoint any directors, officers or managers of the Corporation or any subsidiary;

(p)         Enter into, amend or renew any contract between the Corporation or a subsidiary, on the one hand, and any officer or affiliate of any officer, on the other hand; or

(q)         Distribute any cash or property of the Corporation.

Section 2.04   Loans to Corporation. The Parties agree that the Corporation is authorized to borrow money from uSell, subject to approval by the Board or as otherwise provided in this Agreement.

ARTICLE III

MANAGEMENT OF LLC; RIGHTS AND OBLIGATIONS OF THE MANAGER AND OFFICERS OF THE LLC

Section 3.01  Management. Subject to the power of the LLC Officers set forth in Section 3.06 below, and the limitations on the Manager’s powers set forth in Section 3.04 below, the business and affairs of the LLC will be managed by the Manager, and the Manager will have the sole and exclusive right to conduct, supervise and manage the business and affairs of the LLC. The Manager will have all the rights, power and authority given it under the LLC Act and other applicable law as well as under this Agreement.

Section 3.02  The Manager.   The initial Manager of the LLC is Raman, and by executing and delivering this Agreement, Raman agrees to perform the duties of the Manager. uSell, as the sole shareholder of the Corporation and sole member of the LLC, may remove Raman as Manager and appoint a replacement Manager of the LLC with the prior written consent of Brian and Scott, which will not be unreasonably withheld.

Section 3.03   Specific Duties. Subject to Section 3.04, the Manager will:

(a)          Conduct, supervise and manage the business and affairs of the LLC, take all actions it deems necessary or appropriate to conduct the LLC business and conduct the affairs of the LLC in good faith.

(b)          Maintain the books and records of the LLC in accordance with accounting methods for federal income tax purposes and otherwise in accordance with generally accepted accounting principles and procedures applied in a consistent manner, which books and records shall reflect all LLC transactions and shall be appropriate and adequate for the LLC business.

(c)          Have prepared and delivered to the Board within 30 days after the end of each fiscal quarter and 45 days after the end of each Fiscal Year a balance sheet of the LLC as of the last day of the applicable period, a statement of profit and loss for the LLC for such period, and a statement of cash flows for such period. The quarterly reports may be unaudited but shall be reviewed by a registered independent public accounting firm selected by the Manager, and the annual report shall be audited by such firm. All financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied, or such other accounting principles applicable to United States issuers which file with the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934.

(d)          Write and sign checks for expenses in the ordinary course of business for the LLC, including for payroll, except to the extent that Brian and/or Scott as LLC Officers elect to do so. Any such election shall not prevent the Manager from taking the same actions to pay salaries, expenses and bonuses as earned to Brian and Scott in the same manner as provided in Section 2.02.

(e)          Have authority to borrow money from uSell for the purposes set forth in Section 3.03 (d).

Section 3.04 Limitations on Authority of Manager. Notwithstanding the grant of authority to the Manager under this Article III, the Manager may not authorize the LLC or any of its officers to take any of following actions without the approval of the Board including each of Brian and Scott or their designees:

(a)          Acquire by purchase, lease or otherwise, any real property;

(b)          Cause or permit the LLC to extend credit to or to make any loans or become a surety, guarantor, endorser or accommodation endorser for any Person;

(c)          Sell, exchange, assign, convey, lease and/or transfer all or substantially all of the LLC’s assets or sell or otherwise transfer any of the LLC’s assets except in the ordinary course of business;

(d)          Borrow money and execute and/or deliver any promissory notes, loan agreements and other instruments of indebtedness, mortgages, pledges, assignments and other instruments of hypothecation, and any agreements with regard to the foregoing, except as otherwise specifically provided in Section 3.03 (d) and (e);

(e)          Cause the LLC to enter into a partnership or other venture, to merge, or to enter into any other form of reorganization, either alone or with another business entity;

(f)          Any of: (1) filing of a petition against the LLC or any subsidiary for a proceeding under any bankruptcy, insolvency, reorganization or similar act; (2) filing of any consent to any such proceeding against the LLC or any subsidiary; (3) any decision to contest or not to contest any such proceeding against the LLC or any subsidiary; (4) making a general assignment of any property of the LLC or any subsidiary for the benefit of creditors; (5) appointing, or acquiescing in the appointment of, a custodian or receiver for the LLC or any subsidiary; or (6) taking any action and/or making any determination with respect to any of the foregoing proceedings other than those which are purely routine and non-substantive;

(g)          Pledge, mortgage, hypothecate or encumber any assets of the LLC;

(h)          Execute and deliver any contract or agreement by or on behalf of the LLC or any subsidiary (or the amendment or modification or termination thereof) other than any contract that involves payments in the aggregate of not more than $150,000. This shall not be construed to limit the authority of the Chief Executive Officer or the President of the LLC to purchase and sell cellular and mobile phones, including smartphones. The Parties agree that (i) the purchase and sale of cellular and mobile phones, including smartphones, (ii) the entry into, amendment or termination of contracts involving aggregate payments of not more than $150,000 and (iii) and the hiring of any LLC employee at an annual salary of less than $150,000 shall be authorized by the Chief Executive Officer or the President of the LLC;

(i)           Approve an annual budget;

(j)           Confess a judgment against the LLC;

(k)          Initiate any litigation, arbitration, mediation or other similar legal proceeding involving the LLC, except for the Samsung Litigation, as defined in the Stock Purchase Agreement;

(l)           Enter into any agreement whether written or otherwise which can be reasonably expected to have a term of more than one year;

(m)         Establish reserves that are not contemplated in the annual budget;

(n)          Dissolve the LLC;

(o)          Appoint any directors, officers or managers of the LLC or any subsidiary;

(p)          Enter into, amend or renew any contract between the LLC or a subsidiary, on the one hand, and any officer or affiliate of any officer, on the other hand;

(q)          Distribute any cash or property of the LLC.

Section 3.05    Officers of the LLC. The LLC shall have a Chairman, a Chief Executive Officer and a President (together the “LLC Officers”). The Chairman shall be the Manager. The initial Chief Executive Officer shall be Brian. The initial President shall be Scott. None of these LLC Officers may be removed as officers or have their duties reduced or modified without their express written consent, unless such LLC Officer is deceased or legally declared incompetent; provided , however , if an LLC Officer has his employment terminated or resigns for Good Reason as defined in his Employment Agreement, he shall cease to an LLC Officer.

Section 3.06    Powers and Duties of the LLC Officers. Subject to the powers of the Manager and Section 3.07, the Chief Executive Officer and the President shall have the power and authority to operate the business of the LLC including all day-to-day operations. The LLC Officers agree to maintain in full confidence and not use or disclose any Confidential Information to any Person, except in furtherance of the business purposes of the LLC and the Corporation.

Section 3.07    Limitation on the Powers of the LLC Officers.   Notwithstanding the grant of authority to the LLC Officers under Section 3.06, the LLC Officers may not authorize the LLC to take any of the following actions without obtaining the prior approval of the Manager:

(a)           Acquire by purchase, lease or otherwise, any real property;

(b)          Cause or permit the LLC to extend credit to or to make any loans or become a surety, guarantor, endorser or accommodation endorser for any Person;

(c)          Borrow money and execute and/or deliver any promissory notes, loan agreements and other instruments of indebtedness, mortgages, pledges, assignments and other instruments of hypothecation, and any agreements with regard to the foregoing, except as otherwise provided by this Agreement;

(d)          Sell, exchange, assign, convey and/or transfer all or substantially all of the LLC’s assets or sell or otherwise transfer any of the LLC’s assets except in the ordinary course of business;

(e)          Any of: (1) filing of a petition against the LLC or any subsidiary for a proceeding under any bankruptcy, insolvency, reorganization, or similar act; (2) filing of any consent to any such proceeding against the LLC or any subsidiary; (3) any decision to contest or not to contest any such proceeding against the LLC or any subsidiary; (4) making a general assignment of any property of the LLC or any subsidiary for the benefit of creditors; (5) appointing, or acquiescing in the appointment of, a custodian or receiver for the LLC or any subsidiary; or (6) taking any action and/or making any determination with respect to any of the foregoing proceedings other than those which are purely routine and non-substantive;

(f)          Approve each annual budget;

(g)          Confess a judgment against the LLC;

(h)          Initiate any litigation, arbitration, mediation or other similar legal proceeding involving the LLC, except for the Samsung Litigation, as defined in the Stock Purchase Agreement;

(i)           Enter into any agreement whether written or otherwise which can be reasonably expected to have a term of more than one year;

(j)           Establish reserves that are not contemplated in the annual budget;

(k)          Dissolve the LLC;

(l)           Cause the LLC to enter into a partnership or other venture, to merge or to enter into any other form of reorganization, either alone or with another business entity;

(m)         Appoint any directors, officers or managers of the LLC or any subsidiary;

(n)          Enter into, amend or renew any contract between the LLC or a subsidiary, on the one hand, and any officer or affiliate of any officer, on the other hand;

(o)          Distribute any cash or property of the LLC

(p)          Except for the United States, determine to expand into new markets where the LLC’s services are provided;

(q)          Pledge, mortgage, hypothecate or encumber any assets of the LLC; or

(r)           Execute and deliver any contract or agreement by or on behalf of the LLC or any subsidiary (or the amendment or modification or termination thereof) other than any contract that involves payments in the aggregate of not more than $150,000. This shall not be construed to limit the authority of the Chief Executive Officer and the President of the LLC to purchase and sell cellular and mobile phones, including smartphones. The Parties agree that (i) the purchase and sale of cellular and mobile phones, including smartphones, (ii) the entry into, amendment or termination of contracts involving aggregate payments of not more than $150,000 and (iii) and the hiring of any LLC employee at an annual salary of less than $150,000 shall be authorized by the Chief Executive Officer or the President of the LLC.

ARTICLE IV

RESTRICTIONS ON TRANSFER OR DISSOLUTION OF CORPORATION

Section 4.01  Restrictions on Transfer. uSell acknowledges and agrees that during the term of this Agreement, without the consent of the Tepfers, uSell shall not sell or transfer any of its shares of the Corporation, or sell or otherwise transfer all or substantially all of the Corporation’s assets to a third party or sell or otherwise transfer any assets of the Corporation or any subsidiary except in the ordinary course of business.

Section 4.02  Restrictions on Dissolution of Corporation. uSell acknowledges and agrees that uSell shall not, directly or indirectly, take any steps to dissolve the Corporation or the LLC, either voluntarily or involuntarily by operation of law or otherwise.

ARTICLE V

INVESTMENT OF CORPORATION AND LLC PROFITS;
SAMSUNG LITIGATION

All profits of the Corporation and the LLC shall be re-invested in marketing, technology, and inventory; provided , however , that (a) any investments in marketing, and (b) the hiring of new technology employees or consultants, must be approved by the Tepfers. Notwithstanding the foregoing, the income and other proceeds received by the Corporation and the LLC may be disbursed toward payment of the Corporation’s, the LLC’s and uSell’s expenses and liabilities in the ordinary course of business consistent with past practice.

Notwithstanding anything to the contrary contained in this Agreement, Brian and Scott shall have the sole right and authority, regardless of whether they continue to serve as Directors, Corporation Officers or LLC Officers, to instruct counsel and other advisors in connection with and to make decisions and take actions in the name(s) and on behalf of the Corporation and the LLC with respect to the Samsung Litigation (as such term is defined in the Stock Purchase Agreement). The Parties agree to cooperate, and to cause the Corporation and the LLC to cooperate, with Brian and Scott in the exercise of such right and to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as Brian or Scott may reasonably request to give effect to this provision.

ARTICLE VI

TERMINATION

This Agreement and the covenants contained herein shall terminate at such time as either Brian or Scott has sold uSell common stock and received gross cash proceeds of at least $500,000 in such sale transaction.

ARTICLE VII

LOAN OBLIGATIONS

Until such time as all Liabilities have been indefeasibly paid in full and the Companies’ right to request financial accommodations under the Note Purchase Agreement has been terminated, the Parties acknowledge that notwithstanding anything contained in this Agreement to the contrary (including without limitation the restrictions contained in Section 4.01), the transactions, rights and obligations contemplated by the Pledge Agreement and the Security Agreement (including without limitation the rights of the Agent to transfer the shares of the Corporation in connection with the Agent’s exercise of secured creditor remedies) shall be exempt from all restrictions contained in this Agreement. For purposes hereof, (a) the terms “Liabilities,” “Companies,” “Pledge Agreement,” and “Security Agreement” shall have the meanings given to those terms in the Note Purchase Agreement and (b) the term “Note Purchase Agreement” shall mean the Note Purchase Agreement dated as of October 23, 2015 by and among uSell, the Corporation, the LLC, the Purchasers named and as defined therein and BAM Administrative Services LLC, as agent (the “Agent”) for such Purchasers, as the same may be amended, modified and supplemented from time to time.

or to such other address as any of them, by notice to the other may designate from time to time.

Section 8.02 Modification. This Agreement contains the entire agreement among the Parties with respect to the subject matter hereof, and there are no agreements, warranties or representations which are not set forth herein, and all prior negotiations, agreements and understandings are superseded hereby. This Agreement may not be modified or amended except by an instrument in writing duly signed by or on behalf of the Party or Parties to be charged therewith.

Section 8.03   Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of choice of laws thereof. Any action brought by a Party or Parties against another Party or Parties concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts of the State of New York and venue shall be in New York County.  The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens .

Section 8.04   Binding Effect; Assignment. This Agreement shall be binding upon the Parties and inure to the benefit of the successors and assigns of the respective Parties ; provided , however , that this Agreement and all rights hereunder may not be assigned by any Party except with the prior written consent of the other Parties .

Section 8.05   Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 8.06   Section Headings. The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

Section 8.07   Prevailing Party. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.

Section 8.08   Waiver. The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

Section 8.09   No Agency. This Agreement shall not constitute any Party the legal representative or agent of the other, nor shall any Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of any other Party.

Section 8.10   Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Effective Date.

Exhibit 10.5

EMPLOYMENT AGREEMENT

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 Brian 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.

WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and techniques, and other like confidential business and technical information, including but not limited to, technical information, design systems, pricing methods, pricing rates or discounts, processes, procedures, formulas, designs of computer software, or improvements, or any portion or phase thereof, whether patented, or not, or unpatentable, that is of any value whatsoever to the Company, as well as information relating to the Company’s products, information concerning proposed new products, market feasibility studies, proposed or existing marketing techniques or plans (whether developed or produced by the Company or by any other person or entity for the Company), and other Confidential Information, as defined in Section 8(a), which necessarily will be communicated to the Executive by reason of his employment by the Company; and

WHEREAS, the Company has strong and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information, and its substantial, significant, or key, relationships with vendors, and Customers, as defined below, whether actual or prospective; and

WHEREAS, the Company desires to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term of this Agreement and for a reasonable time following the termination of this Agreement; and

WHEREAS, the Company desires to employ the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1.            Representations and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any written non-solicitation or non-competition agreement affecting his employment with the Company (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting his employment with the Company (other than any prior agreement with the Company), and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

2.            Term of Employment .

(a)           Term . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of commencing as of the date of this Agreement until December 31, 2018 (the “Term”). The Term will be automatically extended for additional one-year periods unless either party gives notice to the other, at least sixty (60) days prior to the then current expiration date, of that party’s intention not to renew this Agreement.

(b)           Continuing Effect . Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 7 and 8 shall remain in full force and effect and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.

3.            Duties .

(a)           General Duties . The Executive shall serve as the Chief Executive Officer of the Company, with duties and responsibilities that are customary for such executives. The Executive shall also perform services for such subsidiaries of the Company as may be necessary and for its Parent (as defined below) as may be agreed by the Parent and the Executive. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Executive has used his best efforts hereunder, the Executive’s and the Company’s delegation of authority and all surrounding circumstances shall be taken into account and the best efforts of the Executive shall not be judged solely on the Company’s earnings or other results of the Executive’s performance, except as specifically provided to the contrary by this Agreement.

(b)           Devotion of Time . Subject to the last sentence of this Section 3(b), the Executive shall devote all of his time, attention and energies during normal business hours (exclusive of periods of sickness and disability and of such normal holiday and vacation periods as have been established by the Company) to the affairs of the Company. The Executive shall not enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation to, any other person, business, or organization, without the prior consent of the manager of the Company (the “Manager”). Notwithstanding the above, the Executive shall be permitted (i) to devote a limited amount of his time, without compensation, to professional, community, charitable or similar organizations, (ii) to devote such time as he deems necessary or advisable to the litigation with Samsung Electronics America, Inc. f/k/a Samsung Telecommunications America, LLC (including any related actions and any appeals) (the “Samsung Litigation”), it being acknowledged that the Company’s rights in the Samsung Litigation have been assigned to the Executive and the other former owner of the Company (collectively, the “Prior Owners”), and (iii) to own up to fifty percent (50%) of TLT Innovations LLC (“TLT”) and spend a limited amount of time overseeing the TLT business and his investment in TLT as long as such activities do not adversely affect the performance of his obligations to the Company.

(c)           Location of Office . The Executive’s principal business office shall be at the Company’s West Babylon, New York offices. However, the Executive’s job responsibilities shall include all business travel necessary to the performance of his job.

(d)           Adherence to Inside Information Policies . The Executive acknowledges that the Company’s parent, uSell.com, Inc. (the “Parent”) is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Parent to its employees requiring such employees to abide by its inside information policies.

4.            Compensation and Expenses .

(a)           Salary . For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $500,000 (the “Base Salary”) payable in accordance with the Company’s normal payroll practices. Payment of Base Salary may be made by either BST or We Sell but all computations of EBITDA shall be on a combined basis. The Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) shall be based upon the net income (loss) of the Company determined in accordance with United States Generally Accepted Accounting Principles, consistently applied, beginning on the date of this Agreement (the “Inception Date”) and measured against the EBITDA targets (each, an “EBITDA Target”) and EBITDA thresholds (each, an “EBITDA Threshold”) set forth on Schedule 4(a)(1)(A) hereto. Schedule 4(a)(1)(B) applies only for the Bonus calculations through June 30, 2016 as described in Section 4(b) below. If the Company’s EBITDA for any of the six-month periods beginning January 1, 2016 (each, a “Measuring Period”), is below the EBITDA Threshold for such Measuring Period, the Base Salary shall be reduced for the current Measuring Period until the first day of the next Measuring Period to the “Adjusted Base Salary” determined using the formulas attached as Schedules 4(a)(2) and 4(a)(3) , provided , however , the Base Salary shall not be reduced below $360,000 annually or $30,000 per month. Any Adjusted Base Salary shall be effective retroactively to the inception of the current Measuring Period and remain in effect for the six-month period ending on the last day of the current Measuring Period. For purposes of this Section 4(a) and Section 4(b) below, the Company shall calculate EBITDA as of the end of each Measuring Period and shall deliver such EBITDA calculation to the Executive within forty five (45) days after the end of the Measuring Period. The Adjusted Base Salary will be revised after the six month Measuring Period ending December 31, 2016 and thereafter after each six month Measuring Period. The Company and the Executive understand that the future EBITDA Target for the three months ending December 31, 2018 has not been forecasted. Accordingly, they shall negotiate the EBITDA Target for such period and Schedule 4(a)(1)(A) shall be modified. In the event of any disagreement, the Board of Directors of the Parent shall determine the EBITDA Target for such period.

(b)           Bonus . If the Company’s EBITDA for a Measuring Period equals the EBITDA Target for such Measuring Period, the Executive shall receive a bonus (the “Bonus”) in the amount of $250,000 (the “Bonus Target”), except for the three-month Bonus Measuring Period ending June 30, 2016, for which the Bonus Target will be $125,000. Schedule 4(a)(1)(A) reflects the Bonus calculations for all periods beginning July 1, 2016 and Schedule 4(a)(1)(B) reflects the Bonus calculations for the initial periods from October 1, 2015 through March 31, 2016 and April 1, 2016 through June 30, 2016. If the Company’s EBITDA for a Measuring Period exceeds the EBITDA Target for such Measuring Period, the Executive shall receive a Bonus which exceeds the Bonus Target by the proportion by which the actual EBITDA exceeds the EBITDA Target. By way of example, if actual EBITDA for a Measuring Period is 120% of the EBITDA Target, the Bonus will be 120% of the Bonus Target, or $300,000. If the Company’s EBITDA for a Measuring Period is less than the EBITDA Target for such Measuring Period but is between 100% and 150% of the EBITDA Threshold for such Measuring Period, the Executive shall receive a Bonus determined using the formula in Schedule 4(b)(1) . To the extent that the actual EBITDA for a Measuring Period is less that the EBITDA Target but more than 150% of the EBITDA Threshold, the Executive shall receive an additional Bonus calculated as reflected on Schedule 4(b)(2) . Any Bonuses under Sections 4(b) and 4(c) will be paid to the Executive by the Company within five (5) days after the Company’s delivery of the applicable EBITDA calculation, but in any event within forty five (45) days after the end of the applicable Measuring Period ending on March 31 or June 30, and ninety (90) days after the end of a Measuring Period ending on December 31 ^st .

(c)           Audited EBITDA; Review by Executive . As of each December 31 ^st during the Term beginning with December 31 2016, the Company shall have its registered independent public accounting firm audit its EBITDA for the 12 month period then ended (the “Audited EBITDA”). The Audited EBITDA shall be used to recalculate the Adjusted Base Salary and Bonus. If the recalculated Adjusted Base Salary is higher and/or the recalculated Bonus is greater than the original calculation, respectively, the Company hereby agrees to pay the difference to the Executive within 10 business days after such recalculation. Further, if the recalculated Adjusted Base Salary is lower and/or the recalculated Bonus is lower than the original calculation, respectively, the Executive hereby agrees to pay the difference to the Company within 10 business days. The Company will permit the Executive and his representatives to review the books and records and other relevant data of the Company specifically relating to the calculation of EBITDA, the Adjusted Base Salary and the Bonus.         

(d)           Expenses . In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, its executive officers. Without limiting the generality of the foregoing, the Company will reimburse or advance to the Executive (i) the cost of leasing up to one automobile (not to exceed $1,000 per month) and related expenses (including gas, insurance and automobile maintenance and repairs) in a reasonable amount consistent with the Company’s practice prior to the date of this Agreement, (ii) a cell phone and cell phone voice and data plan, and (iii) home office FiOS or similar Internet service. Upon any termination of this Agreement, the Company shall reimburse the Executive for any expenses incurred prior to the effective date of termination in accordance with this Section 4. The Executive may continue to use his personal credit cards to purchase inventory to be titled in the name of the Company, and the Company will reimburse, indemnify, and hold the Executive harmless for all such purchases. All proceeds from the sale of such inventory shall be delivered to the Company.

(e)           Failure to Pay Salary and Bonuses; Right to Cure . The Executive shall be an authorized signer on all banking and money market accounts of the Company and will have the ability and the duty to make any payments to himself. In the event that the Company lacks sufficient money to make any payments of salary and/or bonus, the Executive shall give notice to the Company, which shall have 30 days to cure the non-payment. Pending the 30 day cure period, the Executive shall have no rights to enforce this Agreement by filing an action in Court against the Company for non-payment. If the Company fails to cure the non-payment after the 30-day cure period has expired, the non-competition provisions set forth in Section 7 of this Agreement shall not be enforceable against the Executive, and the Executive may take any legal action to enforce this Agreement and may exercise any and all other rights available to him.

5.             Employee Benefit Programs; D&O Insurance .

(a)          The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations. Without limiting the generality of the foregoing, the Company will pay or reimburse the Executive for health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) related to his employment prior to the date of this Agreement or for employee co-payments for health insurance, as the case may be. Upon any termination of this Agreement, the Executive will be entitled to any benefits accrued under any applicable benefit plans and programs of the Company.

(b)          The Company will provide and maintain, directly or through the Parent, a D&O liability insurance policy covering the Executive in his capacity as an officer, director and/or manager of the Parent and any of its affiliates (including the Company) until such time as actions against the Executive are no longer permitted by law but for at least six years after the termination of Executive’s service as officer, director or manager, with terms and conditions no less favorable (including, without limitation, with respect to scope, exclusions, amounts and deductibles) than the most favorable coverage then applying to any current or future senior level executive officer or director of the Parent, provided that such coverage is no less favorable than the D&O liability coverage in effect for the Parent’s officers and directors on the date hereof. The Company agrees to provide the Executive with evidence of such coverage upon his request.

6.            Termination .

(a)           Death or Disability . Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three  months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his estate: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid Bonus for any Measuring Period ended prior to the date of termination, and (iv) any earned but unpaid Bonus for the Measuring Period in which the death or disability occurs (to the extent it can be calculated). The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits to which the Executive may be entitled pursuant to Section 5(a) hereof shall continue to be paid or provided by the Company for one year following the date of termination.         

(b)           Termination by the Company for Cause or by the Executive Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, or the Executive elects not to renew this Agreement under Section 2(a) upon the termination of the initial Term or any extension thereof, then the Executive shall have no right to compensation, or reimbursement of expenses under Section 4(d), or to participate in any Executive benefit programs under Section 5(a), except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of a felony involving (A) dishonesty or fraud relating to the business of the Company, the Parent or any of their affiliates, or (B) the embezzlement of funds or property of any person or entity, including the Company, the Parent or any of their affiliates; (ii) the Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting, in either case, in material harm to the Company; (iii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission (the “SEC”); (iv) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (v) the Executive has been found in a civil action to have materially breached any provision of Section 7 and/or Section 8 and to have thereby caused material harm to the Company; or (vi) the Company has been required to restate any of its financial statements filed with the SEC as a result of the Executive’s gross negligence or willful misconduct.

(c)           Termination by the Executive for Good Reason or by the Company without Cause . The Executive may terminate this Agreement for Good Reason (as defined below). In the event the Executive terminates this Agreement for Good Reason, the Company terminates the Executive’s employment without Cause or the Company elects not to renew this Agreement under Section 2(a) upon the termination of the initial Term or any extension thereof, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary through the termination date, (ii) an amount equal to the Executive’s Base Salary for the remainder of the Term, but no less than twelve months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid Bonus for any Measuring Period ended prior to the date of termination; and (v) any earned but unpaid Bonus for the Measuring Period in which termination occurs (to the extent it can be calculated). The term “Good Reason” shall mean: (i) a change in the Executive’s title or a diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such change or diminution); (ii) any reduction in compensation or material reduction in benefits of the Executive (unless the Executive has agreed to such reduction or as otherwise provided in this Agreement); (iii) the relocation of the Company’s offices more than ten (10) miles from their current location in West Babylon, New York (unless the Executive has agreed to such relocation); or (iv) any other action or inaction that constitutes a material breach by the Company under this Agreement, it being understood that the Company’s failure to make any payments due under Section 4 is a material breach hereunder. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 90 days following the initial existence of such condition, that such Good Reason exists, setting forth in detail the grounds the Executive believes constitute Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive shall receive the payments provided herein at such times he would have received them if there was no termination.

7.            Non-Competition Agreement .

(a)           Competition with the Company . Until termination of his employment and for a period of 12 months commencing on the date of termination (the “Restricted Period”), the Executive (individually or in association with, or as a shareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Section 7 also includes the Parent) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment (the “Prohibited Business”). The Executive shall not be deemed to have breached this Section 7(a) by (i) owning less than 5% of any class of securities of any entity which files reports with the SEC so long as the Executive does not engage in the operation, management or control of such entity, (ii) participating in the Samsung Litigation or (iii) owning less than 50% of TLT or participating in the business of TLT (which participation may be active and substantial after the termination of the Executive’s employment with the Company).

(b)           Solicitation of Customers . During the Restricted Period, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer. For purposes of this Section 7(b), the term “Customer” means (i) any cellular or mobile phone company, (ii) any marketing company that offers consumers cellular or mobile phone service through an arrangement with a cellular or mobile company, or (iii) any retail business that sells cellular or mobile phones.

(c)           Solicitation of Employees . During the Restricted Period, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company or the Parent to terminate his or her employment with the Company or the Parent, or solicit for employment or recommend to any third party the solicitation for employment of any person who, at the time of such solicitation, is employed by the Company, the Parent or any of their respective subsidiaries and affiliates.

(d)           Early Termination of the Restricted Period . Notwithstanding the foregoing, if the Executive is terminated by the Company other than for Cause or resigns for Good Reason or if the Company elects not to renew this Agreement under Section 2(a) at the end of the initial Term or any extension thereof, the Restricted Period will end. In addition, the Restricted Period will end if the Parent fails to meet the conditions of Section 7.4(a) of the Stock Purchase Agreement, dated as of the date hereof, between the Parent, BST and the Prior Owners (the “SPA”) and the Prior Owners have not succeeded in selling a total of at least $6,000,000 of the Parent’s common stock under Section 7.4(b) of the SPA by the date 30 days following the earlier of (i) the filing of the Parent’s annual report with the SEC for the year ended December 31, 2016 and (ii) the SEC’s filing deadline for the filing of the Parent’s annual report with the SEC for the year ended December 31, 2016; provided, however, that the Company and the Parent shall have three (3) months to cure the failure of the Prior Owners to receive a total of $6,000,000 in gross proceeds.

(e)           No Payment . The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 7, and confirms he has received adequate consideration for such undertakings.

(f)           References . References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

8.            Non-Disclosure of Confidential Information .

(a)           Confidential Information . For purposes of this Agreement, “Confidential Information” includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of the Company’s customers, vendors, and suppliers, databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and customer lists and other customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company and unless the Restricted Period has expired or ended early under Section 7(d), the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, Customers and former Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers and former Customers who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business. Confidential Information also includes, without limitation, Confidential Information received from the Parent and its subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public or to persons operating in the same industry as the Company through no act of the Executive in violation of this Agreement, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who lawfully acquired the confidential information and who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company or its Parent, subsidiaries or affiliates and who has not breached any duty of confidentiality to the Company or its Parent, subsidiaries or affiliates. As used herein, the term “Products” shall include all products offered for sale and marketed by the Company during the Term and any other products which the Company has taken concrete steps to offer for sale, but has not yet commenced marketing, during or prior to the Term. Products also include any products disclosed in the Parent’s latest Form 10-K and/or Form S-1 or S-3 (or successor form) filed with the SEC.

(b)           Legitimate Business Interests . The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing customers, vendors or suppliers; (iv) customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, Products, methods, operations and procedures.

(c)           Confidentiality . Following termination of employment, the Confidential Information shall be held by the Executive in confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its Parent and subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its customers, as the case may be. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of the Manager of We Sell. The Executive’s obligations of confidentiality under this Section 8 will remain in effect for a period of three years after termination of the Executive’s employment.

9.            Equitable Relief .

(a)          The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that if the Executive, without the prior express consent of the Manager of We Sell, takes any action in violation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions of Section 7 and/or Section 8. In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.         

(b)          Any action must only be commenced in the state or federal courts located in New York County, New York. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

10.           Conflicts of Interest . While employed by the Company, the Executive shall not, unless approved by the Manager of We Sell, directly or indirectly:

(a)          participate as an individual in any way in the benefits of transactions with any of the Company’s suppliers, vendors, or customers, including, without limitation, having a financial interest in the Company’s suppliers, vendors, or customers, or making loans to, or receiving loans, from, the Company’s suppliers, vendors, or customers;

(b)          realize a personal gain or advantage from a transaction in which the Company has an interest or use information obtained in connection with the Executive’s employment with the Company for the Executive’s personal advantage or gain; or

(c)          accept any offer to serve as an officer, director, partner, consultant, manager with, or to be employed in a professional, medical, technical, or managerial capacity by, a person or entity which does business with the Company.

11.           Inventions, Ideas, Processes, and Designs . All inventions, ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the course of his employment with the Company (whether or not actually conceived during regular business hours) and (ii) related to the business of the Company, shall be disclosed in writing promptly to the Manager of We Sell and shall be the sole and exclusive property of the Company. An invention, idea, process, program, software, or design (including an improvement to any invention, idea, process, program, software, or design) shall be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision.

12.           Assignability . The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

13.           Severability .

(a)          The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)          If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

14.           Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery (for next business day delivery) or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery (for next business day delivery)), as follows:

or to such other address, as either of them, by notice to the other may designate from time to time.         

15.           Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or pdf signature.

16.           Attorneys’ Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

17.           Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of New York without regard to choice of law considerations.

18.           Entire Agreement . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

19.           Additional Documents . The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

20.           Section and Paragraph Headings . The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

21.           Sarbanes-Oxley Act of 2002 .

(a)          In the event the Executive or the Company is the subject of an investigation (whether criminal, civil, or administrative) involving possible violations of the United States federal securities laws by the Executive, the Manager of We Sell may, in his reasonable discretion based on the advice of counsel, direct the Company to withhold any and all Bonus or other incentive-based compensation payments to the Executive which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by the Company, which the Manager of We Sell believes, in his reasonable discretion based on the advice of counsel, may or could be considered to be clawed back under Rules passed by the SEC. The withholding of any such payment shall be until such time as the investigation is concluded without charges having been brought or until the successful conclusion of any legal proceedings brought in connection with such amounts. Except in the event of an admission of wrongdoing by the Executive or the final adjudication by a court or the SEC finding the Executive liable for or guilty of violating any of the federal securities laws or Rules, the Manager shall cause the Company to pay to the Executive such payments with interest thereon from the date accrued until the date of payment at the rate of 10% per annum. Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or by the SEC.

(b)          In the event that the Company restates any financial statements which have been contained in reports or registration statements filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Company shall recover from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the date on which the Company is required to prepare the restatement (ii) in excess of what would have been paid the Executive based on the restated results. Any rules passed by the SEC under Section 10D of the Securities Exchange Act of 1934 (added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) shall be incorporated in this Agreement to the extent applicable. The Executive agrees to reimburse the Company for any incentive compensation received in excess of what would have been paid the Executive based on the restated results and/or profits realized from the sale of the Company’s securities (including the cash received from exercise of any options or other awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or registration statement (whichever comes first) containing the financial information required to be restated. Notwithstanding anything to the contrary contained in this Section 21, this Section 21 shall not impose any liability on the Executive beyond any liability that is imposed under any Rules of the SEC or statutes providing the basis for such Rules.

(c)          Notwithstanding the last sentence of Section 21(b), if the Company’s common stock is listed on a national securities exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of the Sarbanes Oxley Act of 2002 requires, such rules shall be incorporated in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing any amendment to this Agreement required to incorporate such rules.

22.           Section 409A .

(a)          Notwithstanding anything to the contrary contained in this Agreement, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).

(b)          For purposes of this Section 22, amounts payable under the Agreement should not be considered a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (i.e., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (i.e., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of Treasury Regulations Sections 1.409A-1 through A-6.

(c)          To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.

(d)          To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.

(e)          The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(f)          The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

Signature Page To Follow

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

Schedule 4(a)(1)(A)

Initial Base Period

See attached Spreadsheet

Schedule 4(a)(1)(B)

Initial Bonus Period

See attached Spreadsheet

Schedule 4(a)(2)

Possible Base Salary Reduction

In calculating the base salary of the Executive for a six-month Measuring Period, the following formula shall be used, unless the result is greater than or equal to $250,000, in which case the base salary for such six-month Measuring Period will be $250,000:

$250,000 plus ($70,000 times (X divided by Y))

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Or, expressed numerically:

$250,000 + ($70,000 x ((Actual EBITDA – Threshold EBITDA) / Threshold EBITDA))

By way of example, if the EBITDA Threshold for the previous Measuring Period is $1,000,000, and the actual EBITDA for the previous Measuring Period is $500,000, then the base salary is reduced as follows:

$250,000 + ($70,000 x (($500,000 - $1,000,000) / $1,000,000)), or

$250,000 + ($70,000 x (-0.5)), or $250,000 - $35,000, or $215,000

By way of a second example, if the EBITDA Threshold is $1,000,000, the actual EBITDA for the Measuring Period is $2,000,000, then the calculation results in:

$250,000 + ($70,000 x (($2,000,000 - $1,000,000) / $1,000,000)), or

$250,000 + ($70,000 x (1.0)), or $250,000 + $70,000, or $320,000

Because $320,000 is greater than $250,000, the base salary for the six-month Measuring Period remains at $250,000

The calculation of base salary for a Measuring Period will always be based on the EBITDA calculations for the previous (most recently ended) Measuring Period.

The Executive’s base salary for a six-month Measuring Period will never be reduced below $180,000 ($360,000 per annum or $30,000 per month).

Schedule 4(a)(3)

Adjustments to Base Salary

If actual EBITDA for a six-month Measuring Period is less than Threshold EBITDA for that Measuring Period, an adjustment will be made to the Base Salary for the Executive effective for the next Measuring Period. Base Salary for the next six-month Measuring Period will be the lesser of $250,000 or

$250,000 plus ($70,000 times (X divided by Y))

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Or, expressed numerically:

$250,000 + ($70,000 x ((Actual EBITDA – Threshold EBITDA) / Threshold EBITDA))

For purposes of this Schedule, “Base Salary Paid” means the Base Salary actually paid to the Executive during any six-month Measuring Period and “Base Salary Earned” means the Adjusted Base Salary as calculated under Section 4(a) at the end of such Measuring Period.

“Carryover Deficit” will equal Base Salary Paid minus Base Salary Earned.

By way of example, if Base Salary Paid is $250,000, Actual EBITDA is $1,000,000 and Threshold EBITDA is $1,290,000, then:

Base Salary Paid will be $250,000

Base Salary Earned will be $250,000 + ($70,000 x (($1,000,000 - $1,290,000) / $1,290,000)), or $234,264

Carryover Deficit will be $250,000 - $234,264, or $15,736

In calculating the Adjusted Base Salary for the Executive for any Measuring Period starting on or after June 30, 2016, Base Salary Paid for such Measuring Period will be Base Salary Earned from the previous Measuring Period. Base Salary Earned will be the lesser of $250,000 or

$250,000 plus ($70,000 times (X divided by Y))

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Carryover Deficit will equal the Carryover Deficit from the prior Measuring Period minus the Earned Credit. “Earned Credit” will be Base Salary Earned minus Base Salary Paid, unless the result is less than $0, in which case the Earned Credit will be $0.

By way of example, if Base Salary Earned from the prior Measuring Period is $234,264, Actual EBITDA is $1,500,000, Threshold EBITDA is $1,843,000, and Carryover Deficit from the prior Measuring Period is $15,736, then:

Base Salary Paid will be $234,264

Base Salary Earned will be $250,000 + ($70,000 x (($1,500,000 - $1,843,000) / $1,843,000)), or $236,972

Earned Credit will be $236,972 - $234,264, or $2,709

Carryover Deficit will be $15,736 - $2,709, or $13,028

Schedule 4(b)(1)

Bonus Calculation

If actual EBITDA for a Measuring Period is more than the Threshold EBITDA but less than 150% of Threshold EBITDA for that Measuring Period, the following formula shall be used in calculating the bonus to be paid to the Executive for the Measuring Period:

X times (Y divided by Z)

Where:

X is 25% times 250,000, or 62,500

Y is Actual EBITDA minus Threshold EBITDA, and

Z is (1.5 times Threshold EBITDA) minus Threshold EBITDA

Or, expressed numerically:

(0.25 x 250,000) x ((Actual EBITDA minus Threshold EBITDA) / ((1.5 x Threshold EBITDA) – Threshold EBITDA))

By way of example, if an EBITDA Threshold is $1,000,000 and the actual EBITDA for the Measuring Period is $1,250,000, then the Bonus is

(25% x $250,000) x ($1,250,000-$1,000,000)/((1.5 x $1,000,000) - $1,000,000), or

$62,500 x ($250,000/$500,000), or $31,250

Schedule 4(b)(2)

Additional Bonus Calculations

Assuming that actual EBITDA for a Measuring Period exceeds 150% of Threshold EBITDA for that Measuring Period, the following formula shall be used in calculating the bonus to be paid to the Executive for the Measuring Period:

X plus (Y divided by Z)

Where:

X is 25% times 250,000, or 62,500

Y is (75% times 250,000) times (Actual EBITDA minus (1.5 times Threshold EBITDA))

Z is EBITDA Target minus (1.5 times Threshold EBITDA)

Or, expressed numerically:

(0.25 x 250,000) + ((0.75 x 250,000) x (Actual EBITDA – (1.5 x Threshold EBITDA)) / (EBITDA Target – (1.5 x Threshold EBITDA))

By way of example, if an EBITDA Threshold is $1,000,000, the EBITDA Target is $2,000,000, and the actual EBITDA for the Measuring Period is $1,750,000, then the Bonus is

(25% x $250,000) + ((75% x $250,000) x ($1,750,000 - (1.5 x $1,000,000)) /

($2,000,000 – (1.5 x $1,000,000)), or

$62,500 + (($187,500 x $250,000)/$500,000), or

$62,500 + $93,750, or $156,250

Exhibit 10.6

EMPLOYMENT AGREEMENT

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.

WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and techniques, and other like confidential business and technical information, including but not limited to, technical information, design systems, pricing methods, pricing rates or discounts, processes, procedures, formulas, designs of computer software, or improvements, or any portion or phase thereof, whether patented, or not, or unpatentable, that is of any value whatsoever to the Company, as well as information relating to the Company’s products, information concerning proposed new products, market feasibility studies, proposed or existing marketing techniques or plans (whether developed or produced by the Company or by any other person or entity for the Company), and other Confidential Information, as defined in Section 8(a), which necessarily will be communicated to the Executive by reason of his employment by the Company; and

WHEREAS, the Company has strong and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information, and its substantial, significant, or key, relationships with vendors, and Customers, as defined below, whether actual or prospective; and

WHEREAS, the Company desires to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term of this Agreement and for a reasonable time following the termination of this Agreement; and

WHEREAS, the Company desires to employ the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1.            Representations and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any written non-solicitation or non-competition agreement affecting his employment with the Company (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting his employment with the Company (other than any prior agreement with the Company), and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

2.            Term of Employment .

(a)           Term . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of commencing as of the date of this Agreement until December 31, 2018 (the “Term”). The Term will be automatically extended for additional one-year periods unless either party gives notice to the other, at least sixty (60) days prior to the then current expiration date, of that party’s intention not to renew this Agreement.

(b)           Continuing Effect . Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 7 and 8 shall remain in full force and effect and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.

3.            Duties .

(a)           General Duties . The Executive shall serve as the President of the Company, with duties and responsibilities that are customary for such executives. The Executive shall also perform services for such subsidiaries of the Company as may be necessary and for its Parent (as defined below) as may be agreed by the Parent and the Executive. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. In determining whether or not the Executive has used his best efforts hereunder, the Executive’s and the Company’s delegation of authority and all surrounding circumstances shall be taken into account and the best efforts of the Executive shall not be judged solely on the Company’s earnings or other results of the Executive’s performance, except as specifically provided to the contrary by this Agreement.

(b)           Devotion of Time . Subject to the last sentence of this Section 3(b), the Executive shall devote all of his time, attention and energies during normal business hours (exclusive of periods of sickness and disability and of such normal holiday and vacation periods as have been established by the Company) to the affairs of the Company. The Executive shall not enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation to, any other person, business, or organization, without the prior consent of the manager of the Company (the “Manager”). Notwithstanding the above, the Executive shall be permitted (i) to devote a limited amount of his time, without compensation, to professional, community, charitable or similar organizations, (ii) to devote such time as he deems necessary or advisable to the litigation with Samsung Electronics America, Inc. f/k/a Samsung Telecommunications America, LLC (including any related actions and any appeals) (the “Samsung Litigation”), it being acknowledged that the Company’s rights in the Samsung Litigation have been assigned to the Executive and the other former owner of the Company (collectively, the “Prior Owners”), and (iii) to own up to fifty percent (50%) of TLT Innovations LLC (“TLT”) and spend a limited amount of time overseeing the TLT business and his investment in TLT as long as such activities do not adversely affect the performance of his obligations to the Company.

(c)           Location of Office . The Executive’s principal business office shall be at the Company’s West Babylon, New York offices. However, the Executive’s job responsibilities shall include all business travel necessary to the performance of his job.

(d)           Adherence to Inside Information Policies . The Executive acknowledges that the Company’s parent, uSell.com, Inc. (the “Parent”) is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any agreements generally distributed by the Parent to its employees requiring such employees to abide by its inside information policies.

4.            Compensation and Expenses .

(a)           Salary . For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $500,000 (the “Base Salary”) payable in accordance with the Company’s normal payroll practices. Payment of Base Salary may be made by either BST or We Sell but all computations of EBITDA shall be on a combined basis. The Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) shall be based upon the net income (loss) of the Company determined in accordance with United States Generally Accepted Accounting Principles, consistently applied, beginning on the date of this Agreement (the “Inception Date”) and measured against the EBITDA targets (each, an “EBITDA Target”) and EBITDA thresholds (each, an “EBITDA Threshold”) set forth on Schedule 4(a)(1)(A) hereto. Schedule 4(a)(1)(B) applies only for the Bonus calculations through June 30, 2016 as described in Section 4(b) below. If the Company’s EBITDA for any of the six-month periods beginning January 1, 2016 (each, a “Measuring Period”), is below the EBITDA Threshold for such Measuring Period, the Base Salary shall be reduced for the current Measuring Period until the first day of the next Measuring Period to the “Adjusted Base Salary” determined using the formulas attached as Schedules 4(a)(2) and 4(a)(3) , provided , however , the Base Salary shall not be reduced below $360,000 annually or $30,000 per month. Any Adjusted Base Salary shall be effective retroactively to the inception of the current Measuring Period and remain in effect for the six-month period ending on the last day of the current Measuring Period. For purposes of this Section 4(a) and Section 4(b) below, the Company shall calculate EBITDA as of the end of each Measuring Period and shall deliver such EBITDA calculation to the Executive within forty five (45) days after the end of the Measuring Period. The Adjusted Base Salary will be revised after the six month Measuring Period ending December 31, 2016 and thereafter after each six month Measuring Period. The Company and the Executive understand that the future EBITDA Target for the three months ending December 31, 2018 has not been forecasted. Accordingly, they shall negotiate the EBITDA Target for such period and Schedule 4(a)(1)(A) shall be modified. In the event of any disagreement, the Board of Directors of the Parent shall determine the EBITDA Target for such period.

(b)           Bonus . If the Company’s EBITDA for a Measuring Period equals the EBITDA Target for such Measuring Period, the Executive shall receive a bonus (the “Bonus”) in the amount of $250,000 (the “Bonus Target”), except for the three-month Bonus Measuring Period ending June 30, 2016, for which the Bonus Target will be $125,000. Schedule 4(a)(1)(A) reflects the Bonus calculations for all periods beginning July 1, 2016 and Schedule 4(a)(1)(B) reflects the Bonus calculations for the initial periods from October 1, 2015 through March 31, 2016 and April 1, 2016 through June 30, 2016. If the Company’s EBITDA for a Measuring Period exceeds the EBITDA Target for such Measuring Period, the Executive shall receive a Bonus which exceeds the Bonus Target by the proportion by which the actual EBITDA exceeds the EBITDA Target. By way of example, if actual EBITDA for a Measuring Period is 120% of the EBITDA Target, the Bonus will be 120% of the Bonus Target, or $300,000. If the Company’s EBITDA for a Measuring Period is less than the EBITDA Target for such Measuring Period but is between 100% and 150% of the EBITDA Threshold for such Measuring Period, the Executive shall receive a Bonus determined using the formula in Schedule 4(b)(1) . To the extent that the actual EBITDA for a Measuring Period is less that the EBITDA Target but more than 150% of the EBITDA Threshold, the Executive shall receive an additional Bonus calculated as reflected on Schedule 4(b)(2) . Any Bonuses under Sections 4(b) and 4(c) will be paid to the Executive by the Company within five (5) days after the Company’s delivery of the applicable EBITDA calculation, but in any event within forty five (45) days after the end of the applicable Measuring Period ending on March 31 or June 30, and ninety (90) days after the end of a Measuring Period ending on December 31 ^st .

(c)           Audited EBITDA; Review by Executive . As of each December 31 ^st during the Term beginning with December 31 2016, the Company shall have its registered independent public accounting firm audit its EBITDA for the 12 month period then ended (the “Audited EBITDA”). The Audited EBITDA shall be used to recalculate the Adjusted Base Salary and Bonus. If the recalculated Adjusted Base Salary is higher and/or the recalculated Bonus is greater than the original calculation, respectively, the Company hereby agrees to pay the difference to the Executive within 10 business days after such recalculation. Further, if the recalculated Adjusted Base Salary is lower and/or the recalculated Bonus is lower than the original calculation, respectively, the Executive hereby agrees to pay the difference to the Company within 10 business days. The Company will permit the Executive and his representatives to review the books and records and other relevant data of the Company specifically relating to the calculation of EBITDA, the Adjusted Base Salary and the Bonus.

(d)           Expenses . In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, its executive officers. Without limiting the generality of the foregoing, the Company will reimburse or advance to the Executive (i) the cost of leasing up to one automobile (not to exceed $1,000 per month) and related expenses (including gas, insurance and automobile maintenance and repairs) in a reasonable amount consistent with the Company’s practice prior to the date of this Agreement, (ii) a cell phone and cell phone voice and data plan, and (iii) home office FiOS or similar Internet service. Upon any termination of this Agreement, the Company shall reimburse the Executive for any expenses incurred prior to the effective date of termination in accordance with this Section 4. The Executive may continue to use his personal credit cards to purchase inventory to be titled in the name of the Company, and the Company will reimburse, indemnify, and hold the Executive harmless for all such purchases. All proceeds from the sale of such inventory shall be delivered to the Company.

(e)           Failure to Pay Salary and Bonuses; Right to Cure . The Executive shall be an authorized signer on all banking and money market accounts of the Company and will have the ability and the duty to make any payments to himself. In the event that the Company lacks sufficient money to make any payments of salary and/or bonus, the Executive shall give notice to the Company, which shall have 30 days to cure the non-payment. Pending the 30 day cure period, the Executive shall have no rights to enforce this Agreement by filing an action in Court against the Company for non-payment. If the Company fails to cure the non-payment after the 30-day cure period has expired, the non-competition provisions set forth in Section 7 of this Agreement shall not be enforceable against the Executive, and the Executive may take any legal action to enforce this Agreement and may exercise any and all other rights available to him.

5.            Employee Benefit Programs; D&O Insurance .

(a)          The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations. Without limiting the generality of the foregoing, the Company will pay or reimburse the Executive for health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) related to his employment prior to the date of this Agreement or for employee co-payments for health insurance, as the case may be. Upon any termination of this Agreement, the Executive will be entitled to any benefits accrued under any applicable benefit plans and programs of the Company.

(b)          The Company will provide and maintain, directly or through the Parent, a D&O liability insurance policy covering the Executive in his capacity as an officer, director and/or manager of the Parent and any of its affiliates (including the Company) until such time as actions against the Executive are no longer permitted by law but for at least six years after the termination of Executive’s service as officer, director or manager, with terms and conditions no less favorable (including, without limitation, with respect to scope, exclusions, amounts and deductibles) than the most favorable coverage then applying to any current or future senior level executive officer or director of the Parent, provided that such coverage is no less favorable than the D&O liability coverage in effect for the Parent’s officers and directors on the date hereof. The Company agrees to provide the Executive with evidence of such coverage upon his request.

6.             Termination .

(a)           Death or Disability . Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three  months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event of the death of the Executive, the Executive’s estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his estate: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid Bonus for any Measuring Period ended prior to the date of termination, and (iv) any earned but unpaid Bonus for the Measuring Period in which the death or disability occurs (to the extent it can be calculated). The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits to which the Executive may be entitled pursuant to Section 5(a) hereof shall continue to be paid or provided by the Company for one year following the date of termination.         

(b)           Termination by the Company for Cause or by the Executive Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, or the Executive elects not to renew this Agreement under Section 2(a) upon the termination of the initial Term or any extension thereof, then the Executive shall have no right to compensation, or reimbursement of expenses under Section 4(d), or to participate in any Executive benefit programs under Section 5(a), except as may otherwise be provided for herein or by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of a felony involving (A) dishonesty or fraud relating to the business of the Company, the Parent or any of their affiliates, or (B) the embezzlement of funds or property of any person or entity, including the Company, the Parent or any of their affiliates; (ii) the Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting, in either case, in material harm to the Company; (iii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the Securities and Exchange Commission (the “SEC”); (iv) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (v) the Executive has been found in a civil action to have materially breached any provision of Section 7 and/or Section 8 and to have thereby caused material harm to the Company; or (vi) the Company has been required to restate any of its financial statements filed with the SEC as a result of the Executive’s gross negligence or willful misconduct.

(c)           Termination by the Executive for Good Reason or by the Company without Cause . The Executive may terminate this Agreement for Good Reason (as defined below). In the event the Executive terminates this Agreement for Good Reason, the Company terminates the Executive’s employment without Cause or the Company elects not to renew this Agreement under Section 2(a) upon the termination of the initial Term or any extension thereof, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary through the termination date, (ii) an amount equal to the Executive’s Base Salary for the remainder of the Term, but no less than twelve months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid Bonus for any Measuring Period ended prior to the date of termination; and (v) any earned but unpaid Bonus for the Measuring Period in which termination occurs (to the extent it can be calculated). The term “Good Reason” shall mean: (i) a change in the Executive’s title or a diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such change or diminution); (ii) any reduction in compensation or material reduction in benefits of the Executive (unless the Executive has agreed to such reduction or as otherwise provided in this Agreement); (iii) the relocation of the Company’s offices more than ten (10) miles from their current location in West Babylon, New York (unless the Executive has agreed to such relocation); or (iv) any other action or inaction that constitutes a material breach by the Company under this Agreement, it being understood that the Company’s failure to make any payments due under Section 4 is a material breach hereunder. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 90 days following the initial existence of such condition, that such Good Reason exists, setting forth in detail the grounds the Executive believes constitute Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive shall receive the payments provided herein at such times he would have received them if there was no termination.

7.             Non-Competition Agreement .

(a)           Competition with the Company . Until termination of his employment and for a period of 12 months commencing on the date of termination (the “Restricted Period”), the Executive (individually or in association with, or as a shareholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Section 7 also includes the Parent) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment (the “Prohibited Business”). The Executive shall not be deemed to have breached this Section 7(a) by (i) owning less than 5% of any class of securities of any entity which files reports with the SEC so long as the Executive does not engage in the operation, management or control of such entity, (ii) participating in the Samsung Litigation or (iii) owning less than 50% of TLT or participating in the business of TLT (which participation may be active and substantial after the termination of the Executive’s employment with the Company).

(b)           Solicitation of Customers . During the Restricted Period, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer. For purposes of this Section 7(b), the term “Customer” means (i) any cellular or mobile phone company, (ii) any marketing company that offers consumers cellular or mobile phone service through an arrangement with a cellular or mobile company, or (iii) any retail business that sells cellular or mobile phones.

(c)           Solicitation of Employees . During the Restricted Period, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company or the Parent to terminate his or her employment with the Company or the Parent, or solicit for employment or recommend to any third party the solicitation for employment of any person who, at the time of such solicitation, is employed by the Company, the Parent or any of their respective subsidiaries and affiliates.

(d)           Early Termination of the Restricted Period . Notwithstanding the foregoing, if the Executive is terminated by the Company other than for Cause or resigns for Good Reason or if the Company elects not to renew this Agreement under Section 2(a) at the end of the initial Term or any extension thereof, the Restricted Period will end. In addition, the Restricted Period will end if the Parent fails to meet the conditions of Section 7.4(a) of the Stock Purchase Agreement, dated as of the date hereof, between the Parent, BST and the Prior Owners (the “SPA”) and the Prior Owners have not succeeded in selling a total of at least $6,000,000 of the Parent’s common stock under Section 7.4(b) of the SPA by the date 30 days following the earlier of (i) the filing of the Parent’s annual report with the SEC for the year ended December 31, 2016 and (ii) the SEC’s filing deadline for the filing of the Parent’s annual report with the SEC for the year ended December 31, 2016; provided, however, that the Company and the Parent shall have three (3) months to cure the failure of the Prior Owners to receive a total of $6,000,000 in gross proceeds.

(e)           No Payment . The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 7, and confirms he has received adequate consideration for such undertakings.

(f)           References . References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

8.             Non-Disclosure of Confidential Information .

(a)           Confidential Information . For purposes of this Agreement, “Confidential Information” includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of the Company’s customers, vendors, and suppliers, databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and customer lists and other customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company and unless the Restricted Period has expired or ended early under Section 7(d), the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, Customers and former Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers and former Customers who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business. Confidential Information also includes, without limitation, Confidential Information received from the Parent and its subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public or to persons operating in the same industry as the Company through no act of the Executive in violation of this Agreement, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who lawfully acquired the confidential information and who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company or its Parent, subsidiaries or affiliates and who has not breached any duty of confidentiality to the Company or its Parent, subsidiaries or affiliates. As used herein, the term “Products” shall include all products offered for sale and marketed by the Company during the Term and any other products which the Company has taken concrete steps to offer for sale, but has not yet commenced marketing, during or prior to the Term. Products also include any products disclosed in the Parent’s latest Form 10-K and/or Form S-1 or S-3 (or successor form) filed with the SEC.

(b)           Legitimate Business Interests . The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing customers, vendors or suppliers; (iv) customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, Products, methods, operations and procedures.

(c)           Confidentiality . Following termination of employment, the Confidential Information shall be held by the Executive in confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its Parent and subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company or its customers, as the case may be. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of the Manager of We Sell. The Executive’s obligations of confidentiality under this Section 8 will remain in effect for a period of three years after termination of the Executive’s employment.

9.             Equitable Relief .

(a)          The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that if the Executive, without the prior express consent of the Manager of We Sell, takes any action in violation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions of Section 7 and/or Section 8. In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.         

(b)          Any action must only be commenced in the state or federal courts located in New York County, New York. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

10.           Conflicts of Interest . While employed by the Company, the Executive shall not, unless approved by the Manager of We Sell, directly or indirectly:

(a)          participate as an individual in any way in the benefits of transactions with any of the Company’s suppliers, vendors, or customers, including, without limitation, having a financial interest in the Company’s suppliers, vendors, or customers, or making loans to, or receiving loans, from, the Company’s suppliers, vendors, or customers;

(b)          realize a personal gain or advantage from a transaction in which the Company has an interest or use information obtained in connection with the Executive’s employment with the Company for the Executive’s personal advantage or gain; or

(c)          accept any offer to serve as an officer, director, partner, consultant, manager with, or to be employed in a professional, medical, technical, or managerial capacity by, a person or entity which does business with the Company.

11.           Inventions, Ideas, Processes, and Designs . All inventions, ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the course of his employment with the Company (whether or not actually conceived during regular business hours) and (ii) related to the business of the Company, shall be disclosed in writing promptly to the Manager of We Sell and shall be the sole and exclusive property of the Company. An invention, idea, process, program, software, or design (including an improvement to any invention, idea, process, program, software, or design) shall be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision.

12.           Assignability . The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

13.           Severability .

(a)          The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)          If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

14.         Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery (for next business day delivery) or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery (for next business day delivery)), as follows:

or to such other address, as either of them, by notice to the other may designate from time to time.         

15.          Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or pdf signature.

16.           Attorneys’ Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

17.           Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of New York without regard to choice of law considerations.

18.           Entire Agreement . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

19.           Additional Documents . The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

20.           Section and Paragraph Headings . The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

21.           Sarbanes-Oxley Act of 2002 .

(a)          In the event the Executive or the Company is the subject of an investigation (whether criminal, civil, or administrative) involving possible violations of the United States federal securities laws by the Executive, the Manager of We Sell may, in his reasonable discretion based on the advice of counsel, direct the Company to withhold any and all Bonus or other incentive-based compensation payments to the Executive which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by the Company, which the Manager of We Sell believes, in his reasonable discretion based on the advice of counsel, may or could be considered to be clawed back under Rules passed by the SEC. The withholding of any such payment shall be until such time as the investigation is concluded without charges having been brought or until the successful conclusion of any legal proceedings brought in connection with such amounts. Except in the event of an admission of wrongdoing by the Executive or the final adjudication by a court or the SEC finding the Executive liable for or guilty of violating any of the federal securities laws or Rules, the Manager shall cause the Company to pay to the Executive such payments with interest thereon from the date accrued until the date of payment at the rate of 10% per annum. Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or by the SEC.

(b)          In the event that the Company restates any financial statements which have been contained in reports or registration statements filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Company shall recover from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the date on which the Company is required to prepare the restatement (ii) in excess of what would have been paid the Executive based on the restated results. Any rules passed by the SEC under Section 10D of the Securities Exchange Act of 1934 (added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) shall be incorporated in this Agreement to the extent applicable. The Executive agrees to reimburse the Company for any incentive compensation received in excess of what would have been paid the Executive based on the restated results and/or profits realized from the sale of the Company’s securities (including the cash received from exercise of any options or other awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or registration statement (whichever comes first) containing the financial information required to be restated. Notwithstanding anything to the contrary contained in this Section 21, this Section 21 shall not impose any liability on the Executive beyond any liability that is imposed under any Rules of the SEC or statutes providing the basis for such Rules.

(c) Notwithstanding the last sentence of Section 21(b), if the Company’s common stock is listed on a national securities exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of the Sarbanes Oxley Act of 2002 requires, such rules shall be incorporated in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing any amendment to this Agreement required to incorporate such rules.

22.           Section 409A .

(a)          Notwithstanding anything to the contrary contained in this Agreement, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).

(b)          For purposes of this Section 22, amounts payable under the Agreement should not be considered a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (i.e., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (i.e., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of Treasury Regulations Sections 1.409A-1 through A-6.

(c)          To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.

(d)          To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.

(e)          The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(f)          The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

Signature Page To Follow

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

 Schedule 4(a)(1)(A)

Initial Base Period

See attached Spreadsheet

Schedule 4(a)(1)(B)

Initial Bonus Period

See attached Spreadsheet

Schedule 4(a)(2)

Possible Base Salary Reduction

In calculating the base salary of the Executive for a six-month Measuring Period, the following formula shall be used, unless the result is greater than or equal to $250,000, in which case the base salary for such six-month Measuring Period will be $250,000:

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Or, expressed numerically:

$250,000 + ($70,000 x ((Actual EBITDA – Threshold EBITDA) / Threshold EBITDA))

By way of example, if the EBITDA Threshold for the previous Measuring Period is $1,000,000, and the actual EBITDA for the previous Measuring Period is $500,000, then the base salary is reduced as follows:

$250,000 + ($70,000 x (($500,000 - $1,000,000) / $1,000,000)), or

$250,000 + ($70,000 x (-0.5)), or $250,000 - $35,000, or $215,000

By way of a second example, if the EBITDA Threshold is $1,000,000, the actual EBITDA for the Measuring Period is $2,000,000, then the calculation results in:

$250,000 + ($70,000 x (($2,000,000 - $1,000,000) / $1,000,000)), or

$250,000 + ($70,000 x (1.0)), or $250,000 + $70,000, or $320,000

Because $320,000 is greater than $250,000, the base salary for the six-month Measuring Period remains at $250,000

The calculation of base salary for a Measuring Period will always be based on the EBITDA calculations for the previous (most recently ended) Measuring Period.

The Executive’s base salary for a six-month Measuring Period will never be reduced below $180,000 ($360,000 per annum or $30,000 per month).

Schedule 4(a)(3)

Adjustments to Base Salary

If actual EBITDA for a six-month Measuring Period is less than Threshold EBITDA for that Measuring Period, an adjustment will be made to the Base Salary for the Executive effective for the next Measuring Period. Base Salary for the next six-month Measuring Period will be the lesser of $250,000 or

$250,000 plus ($70,000 times (X divided by Y))

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Or, expressed numerically:

$250,000 + ($70,000 x ((Actual EBITDA – Threshold EBITDA) / Threshold EBITDA))

For purposes of this Schedule, “Base Salary Paid” means the Base Salary actually paid to the Executive during any six-month Measuring Period and “Base Salary Earned” means the Adjusted Base Salary as calculated under Section 4(a) at the end of such Measuring Period.

“Carryover Deficit” will equal Base Salary Paid minus Base Salary Earned.

By way of example, if Base Salary Paid is $250,000, Actual EBITDA is $1,000,000 and Threshold EBITDA is $1,290,000, then:

Base Salary Paid will be $250,000

Base Salary Earned will be $250,000 + ($70,000 x (($1,000,000 - $1,290,000) / $1,290,000)), or $234,264

Carryover Deficit will be $250,000 - $234,264, or $15,736

In calculating the Adjusted Base Salary for the Executive for any Measuring Period starting on or after June 30, 2016, Base Salary Paid for such Measuring Period will be Base Salary Earned from the previous Measuring Period. Base Salary Earned will be the lesser of $250,000 or

$250,000 plus ($70,000 times (X divided by Y))

Where

X is the Actual EBITDA minus Threshold EBITDA

Y is the Threshold EBITDA

Carryover Deficit will equal the Carryover Deficit from the prior Measuring Period minus the Earned Credit. “Earned Credit” will be Base Salary Earned minus Base Salary Paid, unless the result is less than $0, in which case the Earned Credit will be $0.

By way of example, if Base Salary Earned from the prior Measuring Period is $234,264, Actual EBITDA is $1,500,000, Threshold EBITDA is $1,843,000, and Carryover Deficit from the prior Measuring Period is $15,736, then:

Base Salary Paid will be $234,264

Base Salary Earned will be $250,000 + ($70,000 x (($1,500,000 - $1,843,000) / $1,843,000)), or $236,972

Earned Credit will be $236,972 - $234,264, or $2,709

Carryover Deficit will be $15,736 - $2,709, or $13,028

Schedule 4(b)(1)

Bonus Calculation

If actual EBITDA for a Measuring Period is more than the Threshold EBITDA but less than 150% of Threshold EBITDA for that Measuring Period, the following formula shall be used in calculating the bonus to be paid to the Executive for the Measuring Period:

Where:

X is 25% times 250,000, or 62,500

Y is Actual EBITDA minus Threshold EBITDA, and

Z is (1.5 times Threshold EBITDA) minus Threshold EBITDA

Or, expressed numerically:

(0.25 x 250,000) x ((Actual EBITDA minus Threshold EBITDA) / ((1.5 x Threshold EBITDA) – Threshold EBITDA))

By way of example, if an EBITDA Threshold is $1,000,000 and the actual EBITDA for the Measuring Period is $1,250,000, then the Bonus is

(25% x $250,000) x ($1,250,000-$1,000,000)/((1.5 x $1,000,000) - $1,000,000), or

$62,500 x ($250,000/$500,000), or $31,250

Schedule 4(b)(2)

Additional Bonus Calculations

Assuming that actual EBITDA for a Measuring Period exceeds 150% of Threshold EBITDA for that Measuring Period, the following formula shall be used in calculating the bonus to be paid to the Executive for the Measuring Period:

X plus (Y divided by Z)

Where:

X is 25% times 250,000, or 62,500

Y is (75% times 250,000) times (Actual EBITDA minus (1.5 times Threshold EBITDA))

Z is EBITDA Target minus (1.5 times Threshold EBITDA)

Or, expressed numerically:

(0.25 x 250,000) + ((0.75 x 250,000) x (Actual EBITDA – (1.5 x Threshold EBITDA)) / (EBITDA Target – (1.5 x Threshold EBITDA))

By way of example, if an EBITDA Threshold is $1,000,000, the EBITDA Target is $2,000,000, and the actual EBITDA for the Measuring Period is $1,750,000, then the Bonus is

(25% x $250,000) + ((75% x $250,000) x ($1,750,000 - (1.5 x $1,000,000)) /

($2,000,000 – (1.5 x $1,000,000)), or

$62,500 + (($187,500 x $250,000)/$500,000), or

$62,500 + $93,750, or $156,250

Exhibit 10.7

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, 2015

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