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).


 




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“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.


 




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“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:


 




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(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; 


 




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(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.


 




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(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.


 




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(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.


 




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(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.


 




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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.


 




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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:


 


	To the Company:	uSell.com, Inc.
	 	171 Madison Avenue, 17th Floor
	 	New York, New York 10016
	 	Attention: Mr. Nikhil Raman, CEO
	 	Telephone: (212) 213-6805
	 	 
	With a Copy to:	Michael D. Harris, Esq.
	 	Nason Yeager
	 	1645 Palm Beach Lakes Boulevard
	 	Suite 1200
	 	West Palm Beach, FL 33401
	 	Telephone:  (561) 471-3507
	 	 
	To each Investor:	At the address on the signature page


 


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.


 




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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.


 


Signature Page To Follow


 




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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.


 


	 	uSell.com, Inc.
	 	 
	 	By:	/s/ Nikhil Raman
	 	 	      Nikhil Raman, Chief Executive Officer
	 	 
	 	Investors:
	 	 	 
	 	/s/ Brian Tepfer
	 	Signature
	 	 	 
	 	 
	 	Brian Tepfer
	 	c/o We Sell Cellular
	 	20 Nancy Street, Unit B
	 	West Babylon, NY 11704
	 	Telephone: (516) 334-6400
	 	 	 
	 	/s/ Scott Tepfer
	 	Signature
	 	 	 
	 	 
	 	Scott Tepfer
	 	c/o We Sell Cellular
	 	20 Nancy Street, Unit B
	 	West Babylon, NY 11704
	 	Telephone: (516) 334-6400


 


Signature Page to Registration Rights Agreement