Unassociated Document


    Exhibit
10.7

    


    SECURITIES PURCHASE
AGREEMENT

    


    THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this 19th day
of August, 2010, by and between Upstream Worldwide, Inc., a Delaware corporation
(the “Company”) and __________________ (collectively the
“Purchaser”).  The Purchaser and the Company may sometimes be referred
to herein collectively as the “Parties”.

    


    WHEREAS,
this Agreement contemplates a transaction in which the Purchaser will purchase
from the Company, and the Company will sell to the Purchaser, shares of
Convertible Series B (“Series B”) Preferred Stocks and Warrants to purchase
shares of Common Stock of the Company upon the terms and conditions set forth
herein;

    


    NOW,
THEREFORE, in consideration of the mutual promises contained herein, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:

    


    1.           Sale and
Purchase.  The Company agrees to sell and the Purchaser agrees
to purchase, in the aggregate, _______ Units.  For purposes of this
Agreement, a “Unit” shall include (i) 100,000 shares of Series B convertible
into 5,000,000 shares of Common Stock of the Company (subject to adjustment),
and (ii) warrants to purchase 2,500,000 shares of the Company’s Common Stock
(subject to adjustment), exercisable for three years at $0.06 per share, for the
consideration contained in this Agreement and subject to the terms and
conditions of this Agreement.  A copy of the form Certificate of
Designation for the Series B is annexed as Exhibit
A.  The Warrant is annexed as Exhibit
B.

    


    2.           Purchase
Price.  The price for the Units shall be $100,000 per Unit (the
“Purchase Price”).  For the convenience of the Purchaser, the
Company’s wire instructions are annexed as Exhibit
C.

    


    3.           Representations
and Warranties of the Company.  As an inducement to the
Purchaser to enter into this Agreement and consummate the transaction
contemplated hereby, the Company hereby makes the following representations and
warranties, each of which is materially true and correct on the date
hereof:

    


    3.1           Organization.  The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and is duly authorized to conduct
business as currently conducted.

    


    3.2           Authority.  The
Company has full 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 Company, enforceable in accordance
with its terms. The execution, delivery, and performance of this Agreement and
all other agreements contemplated hereby have been duly authorized by the
Company.  The validity, binding effect and enforceability of this
Agreement and all other agreements contemplated thereby might be limited or
otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar statutes, rules, regulations or other
laws affecting the enforceability of creditors' rights and remedies generally
and (b) the unavailability of, or limitation on the availability of, a
particular right or remedy (whether in a proceeding in equity or at law) because
of an equitable principal or a requirement as to commercial reasonableness,
conscionability or good faith.  


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.3           Non-Contravention.  The
execution and delivery of this Agreement by the Company and the observance and
performance of the terms and provisions contained herein do not constitute a
violation or breach of any applicable law, or any provision of any other
contract or instrument to which the Company is a party or by which it is bound,
or any order, writ, injunction, decree, statute, rule, by-law or regulation
applicable to the Company;

    


    3.4           Litigation.  There
are no actions, suits, or proceedings pending or, to the best of the Company’s
knowledge, threatened, which could in any manner restrain or prevent the Company
from effectually and legally selling the Units pursuant to the terms and
provisions of this Agreement;

    


    3.5           Brokers’
Fees.  The Company has no liability or obligation to pay fees
or commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement;

    


    3.6           Reporting Company/Not a
Shell Company.  The Company is a publicly-held company subject
to reporting obligations pursuant to Section 13 of the Securities Exchange Act
of 1934 (the “Exchange Act”) and has a class of Common Stock registered pursuant
to Section 12(g) of the Exchange Act.  Pursuant to the provisions of
the Exchange Act, the Company has filed all reports and other materials required
to be filed thereunder with the Securities and Exchange Commission (“SEC”)
during the preceding 12 months.  The Company is not a “shell company”
as that term is defined in Rule 144 under the Securities Act of 1933 (the
“Act”);

    


    3.7           SEC
Reports.  The Company has filed with the SEC all reports
required to be filed since July 29, 2008, and none of the reports filed with the
SEC contained any statements of material fact which were not true and correct or
omitted to state any statements of material facts necessary in order to make the
statements made not misleading.

    


    3.8           Listing.  The
Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board (the
“Bulletin Board”) under the symbol “MFGD”.  The Company has not
received any oral or written notice that its Common Stock is not eligible nor
will become ineligible for quotation on the Bulletin Board nor that its Common
Stock does not meet all requirements for the continuation of such
quotation.  The Company satisfies all the requirements for the
continued quotation of its Common Stock on the Bulletin Board.

    


    3.9           Outstanding
Securities.  All issued and outstanding shares of capital stock
and equity interests in the Company have been duly authorized and validly issued
and are fully paid and non-assessable.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.10           No Material
Change.  Since July 16, 2010, the date of the Company’s
Prospectus, there has not been individually or in the aggregate a Material
Adverse Change on the Company, except as disclosed in Schedule
3.10.  For the purposes of this Agreement, “Material Adverse
Change” means any event, change or occurrence which, individually or together
with any other event, change, or occurrence, insofar as can reasonably be
foreseen, could result in a material adverse change on the Company or material
adverse change on its business, assets, financial condition, or results of
operations.  Provided, however, a Material
Adverse Change does not exist solely because (i) there are changes in the
economy, credit markets or capital markets, or (ii) changes generally affecting
the industry in which the Company operates.

    


    4.           Representations
and Warranties of the Purchaser.  As an inducement to the
Company to enter into this Agreement and to consummate the transactions
contemplated hereby, each Purchaser hereby makes the following representations
and warranties, each of which is materially true and correct on the date
hereof:

    


    4.1           Authority.  The
Purchaser has full 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 Purchaser, enforceable in accordance
with its terms.  The execution, delivery, and performance of this
Agreement and all other agreements contemplated hereby have been duly authorized
by the Purchaser;

    


    4.2           Non-Contravention.  The
execution and delivery of this Agreement by the Purchaser and the observance and
performance of the terms and provisions of this Agreement on the part of the
Purchaser to be observed and performed will not constitute a violation of
applicable law or any provision of any contract or other instrument to which the
Purchaser is a party or by which it is bound, or any order, writ, injunction,
decree statute, rule or regulation applicable to it;

    


    4.3           Litigation.  There
are no actions, suits, or proceedings pending or, to the best of the Purchaser’s
knowledge, threatened, which could in any manner restrain or prevent the
Purchaser from effectually and legally purchasing the Units pursuant to the
terms and provisions of this Agreement; and

    


    4.4           Brokers’
Fees.  The Purchaser has no liability or obligation to pay fees
or commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.

    


    4.5           Information.  The
Purchaser has relied solely on the reports of the Company filed with the SEC in
making its decision to purchase the Units.  The Purchaser acknowledges
that the purchase of the Units, entails a high degree of risk including
the risks highlighted in the risk factors contained in filings by the Company
with the SEC including its July 16, 2010 Prospectus, and in other publicly
available information.  The Purchaser represents that it has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of this Agreement and the reasons for this offering, the
business prospects of the Company, the risks attendant to the Company’s
business, and the risks relating to an investment in the Company.  The
Purchaser further acknowledges that pursuant to Section 517.061(11)(a)(3),
Florida Statutes and Rule 3E-5090.05(a) thereunder, the Purchaser has had an
opportunity to obtain additional information (to the extent the Company
possesses such information and could acquire it without unreasonable effort or
expense) necessary to verify the accuracy of any information furnished to such
Purchaser or to which the Purchaser had access.  The Company will put
such information in writing if requested by the Purchaser.  The
Purchaser acknowledges the receipt (without exhibits) of or access to the
reports filed with SEC at www.sec.gov which
includes the July 16, 2010 Prospectus, the Company’s annual report on Form 10-K
with respect to the year ended December 31, 2009 and quarterly reports on Form
10-Q for the quarter ended March 31, 2010 (as well as any other reports) filed
prior to the date of this Agreement.  These reports will be made
available to the Purchaser upon written request to the Company.  The
Purchaser is relying solely upon these reports, other public information
distributed by the Company and other written information
prepared by the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.6           Investment.  The
Purchaser is acquiring the Units for its own account for investment and not with
a view to, or for sale in connection with, any distribution thereof, nor with
any present intention of distribution or selling the same, and, except as
contemplated by this Agreement, and has no present or contemplated agreement,
undertaking, arrangement, obligation, indebtedness or commitment providing for
the disposition thereof.  The Purchaser understands that the Units may
not be sold, transferred or otherwise disposed of without registration under the
Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Units or an available exemption from
registration under the Act, the Units must be held indefinitely.

    


    4.7           Restricted
Securities.  The Purchaser understands that the Units are not
registered under the Act in reliance on an exemption from registration under the
Act pursuant to Section 4(2) thereof and Rule 506 thereunder and the Units will
bear a restrictive legend.

    


    4.8           Investment
Experience.  The Purchaser represents that: it is an
“accredited investor” within the meaning of the applicable rules and regulations
promulgated under the Act, for one of the reasons on the attached Exhibit
D.  The Purchaser represents and acknowledges that: (i) it is
experienced in evaluating and investing in private placement transactions in
similar circumstances (ii) it has such knowledge and experience in financial and
business matters and is capable of evaluating the merits and risks of the
investment in the Units, (iii) it is able to bear the substantial economic risks
of an investment the Units for an indefinite period of time, (iv) it has no need
for liquidity in such investment, (v) it can afford a complete loss of such
investment, and (vi) it has such knowledge and experience in financial, tax and
business matters so as to enable it to utilize the information made available to
it in connection with the offering of the Units to evaluate the merits and risks
of the purchase of the Units and to make an informed investment decision with
respect thereto.

    


    4.9           No General
Solicitation.  The offer to sell the Units was directly
communicated to the Purchaser by the Company.  The Purchaser had a
pre-existing (i) business relationship with the Company and/or (ii) personal
relationship with an officer or director.  At no time was the
Purchaser presented with or solicited advertisement, articles, notice or other
communication published in any newspaper, television or radio or presented at
any seminar or meeting, or any solicitation by a person not previously known to
the undersigned in connection with the communicated offer.

    


    5.           Survival
of Representations and Warranties and Agreements.  All
representations and warranties of the Parties contained in this Agreement shall
survive the purchase of the Units and shall not be affected by any investigation
made prior to the purchase.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Indemnification.

    


    6.1           Indemnification Provisions
for Benefit of the Purchaser.  In the event the Company
breaches any of its representations, warranties, and/or covenants contained
herein and provided that a Purchaser makes a written claim for indemnification
against the Company, then the Company agrees to indemnify such Purchaser from
and against the entirety of any losses, damages, amounts paid in settlement of
any claim or action, expenses, or fees including court costs and reasonable
attorneys' fees and expenses.

    


    6.2           Indemnification Provisions
for Benefit of the Company.  In the event a Purchaser breaches
any of its representations, warranties, and/or covenants contained herein and
provided that the Company make a written claim for indemnification against such
Purchaser, then such Purchaser agrees to indemnify the Company from and against
the entirety of any losses, damages, amounts paid in settlement of any claim or
action, expenses, or fees including court costs and reasonable attorneys' fees
and expenses.

    


    7.       Post
Purchase Covenants.  The Parties agree
as follows with respect to the period following the purchase of
Units:

    


    7.1          General.  In
case at any time after the purchase any further action is necessary or desirable
to carry out the purposes of this Agreement, each of the Parties will take such
further action (including the execution and delivery of such further instruments
and documents) as the other Party may request, all at the sole cost and expense
of the requesting Party (unless the requesting Party is entitled to
indemnification therefore under Section 6).

    


    7.2           The
Company.  The Company hereby covenants that the Company will,
at the request of a Purchaser, execute, acknowledge and deliver to the Purchaser
without further consideration, all such further assignments, conveyances,
consents and other documents, and take such other action, as the Purchaser may
reasonably request (a) to transfer to, vest and protect in the Purchaser and its
right, title and interest in the Units, and (b) otherwise to consummate or
effectuate the transactions contemplated by this Agreement.

    


    7.3           The Purchaser. Each
Purchaser hereby covenants that for a period of twelve (12) months from the date
hereof, such Purchaser shall not, directly or indirectly, (i) sell, offer
to sell, contract or agree to sell, hypothecate, or pledge any Series B or
Warrants, or any Common Stock receivable from the conversion or exercise
therefrom (each a “Security”, collectively the “Securities”), (ii) sell,
transfer or grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, in respect of, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder with respect to any Security or
(iii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Security,
or any rights to purchase the Security, whether any such transaction is to be
settled by delivery of the Security or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (a) bona fide gifts,
provided the recipient thereof agrees in writing to be bound by the terms of
this Agreement, (b) dispositions to any trust by such Purchaser or such
Purchaser’s principal’s direct or indirect benefit and/or such Purchaser’s
principal’s immediate family, provided that such trust
agrees in writing to be bound by the terms of this Agreement, or (c) private
sales provided that the purchaser agree in writing to be bound by the terms of
this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.           Expenses.  Except
as otherwise provided in this Agreement, all parties hereto shall pay their own
expenses, including legal and accounting fees, in connection with the
transactions contemplated herein.

    


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

    10.         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.

    


    11.         Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns.  Nothing in
this Agreement, expressed or implied, is intended to confer on any person other
than the Parties or their respective heirs, successors and assigns any rights,
remedies, obligations, or other liabilities under or by reason of this
Agreement.

    


    12.         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 overnight
next business day delivery, as follows:

    


    
      	
              To
      the Company:

            	
              Upstream
      Worldwide, Inc.

            


    

    200 E.
Broward Blvd, Suite 1200

    Ft.
Lauderdale Fl, 33301

    Attention:
Daniel Brauser, Chief Financial Officer

    


    
      	
              To
      the Purchaser:

            	
              The
      address set forth on the signature page attached
  hereto

            


    

    


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

    


    13.           Attorney's
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 arbitration proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, including the fees on appeal, costs and
expenses.

    


    14.           Governing
Law; Venue.  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 laws of the State of
Florida.  Any proceeding or action must be commenced in Broward
County, Florida.  The parties hereto 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.

    


    15.           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 whom enforcement or the change, waiver discharge or termination
is sought.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    16.           Section
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.

    


    17.           Florida
Rescission Rights.  The Purchaser acknowledges the
following:

    


    SALES IN
FLORIDA

    


    FLORIDA
LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY
SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE
FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT
OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
LATER.  ALL SALES IN THIS OFFERING ARE SALES IN
FLORIDA.  PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASER AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT
INTEREST.  NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE ATTENTION
OF DANIEL BRAUSER AT THE ADDRESS SET FORTH IN SECTION 12 OF THIS
AGREEMENT.

    


    [Signature
Pages Attached]



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGE TO
SECURITIES
PURCHASE
AGREEMENT

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    PURCHASER:

                                  	 	
                                    UNIT PURCHASE PRICE

                                  	 	
                                    NUMBER OF UNITS

                                     

                                  
	
                                    Name:

                                  	
                                     

                                  	 	
                                    $______________

                                  	 	
                                    ________________

                                  
	
                                    Address:

                                  	
                                     

                                  	 	 
      	 	 
      
	 
      	
                                     

                                  	 	 
      	 	 
      
	 
      	
                                     

                                  	 	 
      	 	 
      
	
                                     

                                  	 	 
      	 	 
      
	
                                    (Signature)

                                  	 	 
      	 	 
      
	
                                     

                                  	 	 
      	 	 
      
	
                                    (Title)

                                  	 	 
      	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                COMPANY:

              	 
      
	 
      	 
      
	
                UPSTREAM
      WORLDWIDE, INC.

              	 
      
	 
      	 
      
	
                By:

              	 
      	 
      
	
                Name:

              	
                Daniel
      Brauser

              	 
      
	
                Title:

              	
                Chief
      Financial Officer

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Securities Purchase Agreement to be
executed by its duly authorized officer as of the date first set forth
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	

                                Upstream
      Worldwide, Inc.

                              
	 	 	 
	 	
                                By:

                              	 	 
      
	 	 
      	
                                Daniel
      Brauser

                              
	 	 
      	
                                Chief
      Financial
Officer