Exhibit 10.12


 


COLLATERAL ASSIGNMENT


 


COLLATERAL ASSIGNMENT
made as of this 23rd day of October, 2015 (“Collateral Assignment”) by USELL.COM., INC., a Delaware corporation
(“uSell”), BST Distribution, Inc. (“BST”), We Sell Cellular, LLC (“We Sell” and together with
uSell and BST, each an “Assignor” and collectively the “Assignors”) to BAM ADMINISTRATIVE
SERVICES, LLC, a Delaware limited liability company, as agent for the Purchasers (as defined in the Security Agreement referred
to below) (“Assignee”) for the ratable benefit of itself and each of the Purchasers (collectively, the “Creditor
Parties”).


 


FOR VALUE RECEIVED,
and as collateral security for all Liabilities (as defined in the Security Agreement dated as of October 23, 2015 by and among
Assignor, the other Debtors referred to therein and the Assignee (as amended, modified, restated or supplemented from time to time,
the “Security Agreement”)), each Assignor hereby collaterally assigns, transfers and sets over unto Assignee,
its successors and assigns, for the ratable benefit of the Creditor Parties, all of its rights, but not its obligations, under
(a) that certain Stock Purchase Agreement dated October 23, 2015, effective as of October 1, 2015, by and among Assignor, as purchaser,
and BST, Scott Tepfer and Brian Tepfer, as sellers (collectively, “Sellers”), and all of the other agreements
and documents by which equity interests, assets or rights of the Sellers are transferred to Assignor, (b) that certain Assignment
Agreement dated October 23, 2015, effective as of October 1, 2015, by and among BST, We Cell, and Sellers, (c) that certain Assumption
of Samsung Litigation Costs dated October 23, 2015, effective as of October 1, 2015, by and among Sellers and uSell and (d) any
and all other agreements and documents by which equity interests, assets or rights of the Sellers are transferred to any Assignor
(as each of the agreements and documents in the foregoing clauses (a) through (d) may be amended, modified, restated or supplemented
from time to time, collectively, the “Agreements”), including, without limitation, all indemnity rights and
all moneys and claims for moneys due and/or to become due to any Assignor under the Agreements.


 


1.      Each
Assignor hereby (i) specifically authorizes and directs Sellers, upon notice to Sellers by Assignee, to make all payments due to
Assignor under or arising under the Agreements directly to Assignee and (ii) irrevocably authorizes and empowers Assignee (a) to
ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable, or remain unpaid
at any time and times to Assignor by Sellers under and pursuant to the Agreements, (b) to endorse any checks, drafts or other orders
for the payment of money payable to any Assignor in payment thereof, and (c) in Assignee’s discretion to file any claims
or take any action or institute any proceeding, either in its own name or in the name of any Assignor or otherwise, which Assignee
may deem necessary or advisable to effectuate the foregoing. It is expressly understood and agreed, however, that Assignee shall
not be required or obligated in any manner to make any demand or to make any inquiry as to the nature or sufficiency of any payment
received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amounts which
may have been assigned to Assignee or to which Assignee may be entitled hereunder at any time or times. Assignee hereby acknowledges
that it shall not exercise any rights under this Section 1 unless and until an Event of Default (as such term is defined in the
Security Agreement) shall have occurred and be continuing.


 




     

     


    

  


2.      Sellers
are hereby authorized to recognize Assignee’s claims to rights hereunder without investigating any reason for any action
taken by Assignee or the validity or the amount of the obligations or existence of any default, or the application to be made by
Assignee of any of the amounts to be paid to Assignee and/or any other Creditor Party. Checks for all or any part of the sums payable
under this Assignment shall be drawn to the sole and exclusive order of Assignee. Upon payment by Sellers to Assignee, for the
ratable benefit of the Creditor Parties, of any amounts due to any Assignor under or arising under the Agreements, the obligations
of Sellers to such Assignor with respect to such amounts shall be deemed paid in full and/or reduced by the amount of such payment,
as applicable.


 


3.      Without
first obtaining the written consent of Assignee (which such consent shall not be unreasonably withheld) no Assignor nor any Seller
shall amend or modify any Agreement.


 


4.      In
the event any Assignor declines to exercise any rights under the Agreements, Assignee shall have the right to enforce any and all
such rights of such Assignor directly against Sellers.


 


5.      This
Collateral Assignment 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.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 




    2 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Collateral Assignment as of the day and year first above written.


 


	 	USELL.COM, INC., as an Assignor
	 	 
	 	By:	/s/
Nikhil Raman
	 	 	Name: Nikhil Raman
	 	 	Title: Chief Executive Officer
	 	 	 
	 	BST DISTRIBUTION, INC., as an Assignor
	 	 
	 	By:	/s/ Brian Tepfer
	 	 	Name: Brian Tepfer
	 	 	Title: Chief Executive Officer
	 	 	 
	 	WE SELL CELLULAR LLC, as an Assignor
	 	 
	 	By:	/s/ Nikhil Raman
	 	 	Name: Nikhil Raman
	 	 	Title: Manager


 


	Sellers hereby consent and agree to the	 
	provisions of this Collateral Assignment	 
	as of this 23rd day of October, 2015	 
	 	 
	/s/ Scott Tepfer	 
	Scott Tepfer	 
	 	 
	/s/ Brian Tepfer	 
	Brian Tepfer	 
	 	 
	Assignee hereby agrees to those provisions	 
	of Sections 1 and 3 of this Collateral	 
	Assignment applicable to Assignee	 
	as of this 23rd day of October, 2015	 
	 	 
	BAM ADMINISTRATIVE SERVICES, LLC	 
	 	 	 
	By:	/s/	 
	 	Name:	 
	 	Title:	 


 





	SIGNATURE PAGE TO

COLLATERAL ASSIGNMENT