Exhibit 10.11


 


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT
made as of this 23rd day of October, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
among USELL.COM, INC., a Delaware corporation (“USELL”), BST DISTRIBUTION, INC., New York corporation (“BST”;
together with USELL, the “Pledgors” and each, the “Pledgor”) and BAM Administrative Services
LLC, a Delaware limited liability company, in its capacity as agent (“Agent”) for the Purchasers identified
below (in such capacity, together with its successors and assigns, the “Pledgee”).


 


WHEREAS:


 


A.           Each
Pledgor and We Sell Cellular LLC (“We Sell”) have executed and delivered to Senior Health Insurance Company
of Pennsylvania (“Purchaser”, and together with its successors and assigns and each other purchaser of a Note
(as defined below) and their respective successors and assigns, individually and collectively, the “Purchasers”)
those certain senior secured notes each made by the applicable Pledgor and dated as of the date hereof in an original aggregate
principal amount of $4,040,000 and a deferred aggregate amount of up to $4,040,000 (such notes, together with any promissory notes
or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended,
supplemented, restated or modified and in effect from time to time, the “Notes”). The Notes were issued pursuant
to a certain Note Purchase Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise
modified, the “Note Purchase Agreement”), among the Pledgors, We Sell, the Agent and the Purchasers. References
to the “Transaction Documents” shall mean the Note Purchase Agreement, the Notes and the other Related Agreements.


 


B.           Each
Pledgor legally and beneficially owns the interests specified on Exhibit A hereto and each other corporation or other
entity, the stock or other equity interests and securities of which are owned or acquired by Pledgor and described on an addendum
hereto from time to time executed by Pledgor in form and substance satisfactory to Pledgee, is referred to herein as a “Pledge
Entity” and collectively as the “Pledge Entities”; provided that the parties hereto agree that, as
of the date hereof, the Pledge Entities specified on Exhibit A are the only Pledge Entities.


 


C.           Pursuant
to a Security Agreement dated as of the date hereof by and among the Agent, the Pledgors, the other entities party thereto as “Debtors”
and Pledgee (as the same may be amended, restated, modified or supplement and in effect from time to time, the “Security
Agreement”), each Pledgor has granted Pledgee, for its benefit and the benefit of the Purchasers, a first priority security
interest in, lien upon and pledge of all of such Pledgor’s rights in such Pledgor’s Collateral (as defined in the Security
Agreement).


 




     


     

    

 


D.           To
induce the Purchasers to enter into the Note Purchase Agreement, purchase the Notes and to make the financial accommodations available
to the Pledgors and We Sell under the Note Purchase Agreement, and in order to secure the payment and performance by each Pledgor
of the Liabilities (as hereafter defined), each Pledgor has agreed to pledge to Pledgee all of the capital stock and other equity
interests and securities (the “Pledged Equity”) of the Pledge Entities now or hereafter owned or acquired by
such Pledgor to secure the Liabilities. For purposes of this Agreement, “Liabilities” means all Liabilities
(as defined in the Security Agreement), and all obligations, liabilities and indebtedness of every nature of Pledgors from time
to time owed or owing under or in respect of this Agreement, the Note Purchase Agreement, the Notes, the Security Agreement, the
Account Control Agreements, the Subsidiary Guaranty and any of the other Transaction Documents, as the case may be, including,
without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs
and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter
owing, due or payable whether before or after the filing of a bankruptcy, insolvency or similar proceeding under applicable federal,
state, foreign or other law and whether or not an allowed claim in any such proceeding.


 


NOW, THEREFORE,
in consideration of the premises and in order to induce the Purchasers to purchase the Notes under the Note Purchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby
agrees with Pledgee as follows:


 


1.           Defined
Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Note
Purchase Agreement.


 


2.           Pledge.


 


(a)          Each
Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers,
a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the
Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii)
any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii)
all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect
thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto;
(v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the
foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities,
cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any
time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as
defined below), and without affecting the obligations of any Pledgor under any provision of the Security Agreement, in the event
of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class or Pledged Equity
of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i)
through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral
security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise)
of the Liabilities. All of the Pledged Interests now owned by each Pledgor which are presently represented by certificates are
listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership
interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith.
Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B
attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor
shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates
representing the Pledged Interests and any additional Pledged Collateral.


 




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(b)          Each
Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership
interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will
not be deemed a “security” governed by Article 8 of the UCC.


 


3.           Representations
and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:


 


(a)          Exhibit
A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of
capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii)
the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such
Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such
Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and
restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement;


 


(b)          Except
as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged
Interests or any of the other Pledged Collateral;


 


(c)          This
Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms
except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance
and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability
of equitable remedies, which are subject to the discretion of the court before which an action may be brought;


 


(d)          The
Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests
listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;


 


(e)          No
consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any
Pledgor is required in connection with the pledge and security interest granted under this Agreement;


 


(f)          The
execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of
any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor,
or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents
of any Pledgor or any Pledge Entity or of any securities issued by any Pledgor or any Pledge Entity or of any mortgage, indenture,
lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledge Entity is a party or which is
binding upon any Pledgor or any Pledge Entity or upon any of the assets of any Pledgor or any Pledge Entity, and will not result
in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any Pledgor or
any Pledge Entity, except as otherwise contemplated by this Agreement;


 




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(g)          The
pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a
valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds
thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance
or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would
include the Pledged Interests or any other Pledged Collateral. Until this Agreement is terminated pursuant to Section 11 hereof,
each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest
in and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other
persons or entities; and


 


(h)          No
Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking
pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions
prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals
and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or
executive order.


 


4.           Dividends,
Distributions, Etc. If, prior to irrevocable repayment in full in cash of the Liabilities, any Pledgor shall receive any certificate
(including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification,
increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or
rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests or otherwise, such Pledgor
agrees, in each case, to accept the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the
same promptly (but in any event within five days) to Pledgee in the exact form received, with the endorsement of such Pledgor when
necessary and/or with appropriate undated assignments separate from certificates or stock powers duly executed in blank, to be
held by Pledgee subject to the terms hereof, as additional Pledged Collateral. The applicable Pledgor shall promptly deliver to
Pledgee (i) a Pledge Addendum with respect to such additional certificates, and (ii) any financing statements or amendments to
financing statements as requested by Pledgee. Each Pledgor hereby authorizes Pledgee to attach each such Pledge Addendum to this
Agreement. Except as provided in Section 5(b) below, all sums of money and property so paid or distributed in respect of
the Pledged Interests which are received by any Pledgor shall, until paid or delivered to Pledgee, be held by Pledgor in trust
as additional Pledged Collateral.


 




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5.           Voting
Rights; Dividends; Certificates.


 


(a)          So
long as no Event of Default (as defined in the Notes) has occurred and is continuing, each Pledgor shall be entitled (subject to
the other provisions hereof, including, without limitation, Section 8 below) to exercise its voting and other consensual
rights with respect to the Pledged Interests and otherwise exercise the incidents of ownership thereof in any manner not inconsistent
with this Agreement, the Note Purchase Agreement and/or any of the other Transaction Documents. Each Pledgor hereby grants to Pledgee
or its nominee, an irrevocable proxy to exercise all voting, corporate and limited liability company rights relating to the Pledged
Interests in any instance, which proxy shall be effective, at the discretion of Pledgee, upon the occurrence and during the continuance
of an Event of Default. Upon the request of Pledgee at any time, each Pledgor agrees to deliver to Pledgee such further evidence
of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as Pledgee may request.


 


(b)          So
long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to receive cash dividends or
other distributions made in respect of the Pledged Interests, to the extent permitted to be made pursuant to the terms of the Notes
and the Note Purchase Agreement. Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor,
as record and beneficial owner of the Pledged Interests, shall have received or shall have become entitled to receive, any cash
dividends or other distributions in the ordinary course, such Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to
receive and retain, for the benefit of Pledgee and the Purchasers, all such cash or other distributions as additional security
for the Liabilities.


 


(c)          Subject
to any sale or other disposition by Pledgee of the Pledged Interests, any other Pledged Collateral or other property pursuant to
this Agreement, upon the indefeasible full payment in cash, satisfaction and termination of all of the Liabilities and the termination
of this Agreement pursuant to Section 11 hereof and of the liens and security interests hereby granted, the Pledged Interests,
the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions
of this Agreement shall be returned to the applicable Pledgor or to such other persons or entities as shall be legally entitled
thereto.


 


(d)          Each
Pledgor shall cause all Pledged Interests (other than the Pledged Interests consisting of limited liability company interests)
to be certificated at all times while this Agreement is in effect.


 


6.           Rights
of Pledgee. Pledgee shall not be liable for failure to collect or realize upon the Liabilities or any collateral security or
guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Pledgee be under any obligation to take any action
whatsoever with regard thereto. Any or all of the Pledged Interests held by Pledgee hereunder may, if an Event of Default has occurred
and is continuing, without notice, be registered in the name of Pledgee or its nominee, and Pledgee or its nominee may thereafter
without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all
rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests
as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its
discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment
with respect to any Pledge Entity or upon the exercise by any Pledge Entity, any Pledgor or Pledgee of any right, privilege or
option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged
Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as
Pledgee may reasonably determine, all without liability except to account for property actually received by Pledgee, but Pledgee
shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure
to do so or delay in so doing.


 




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7.          Remedies.
Upon the occurrence and during the continuance of an Event of Default, Pledgee may exercise in respect of the Pledged Collateral,
in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured
party under the Uniform Commercial Code (“UCC”) of the jurisdiction applicable to the affected Pledged Collateral
from time to time. Without limiting the foregoing, Pledgee may, without demand of performance or other demand, advertisement or
notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Pledgor or any
other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence
and during the continuance of an Event of Default forthwith collect, receive, appropriate and realize upon the Pledged Collateral,
or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or
stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver
said Pledged Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at
any exchange or broker’s board or at any of Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee
may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on
credit or for future delivery without assumption of any credit risk, with the right to Pledgee upon any such sale, public or private,
to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which
right or equity is hereby expressly waived or released. Pledgee shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization, sale or disposition, after deducting all costs and expenses of every kind incurred therein
or incidental to the safekeeping of any and all of the Pledged Collateral or in any way relating to the rights of Pledgee hereunder,
including reasonable attorneys’ fees and legal expenses, to the payment, in whole or in part, of the Liabilities, in such
order as Pledgee may elect. Each Pledgor shall remain liable for any deficiency remaining unpaid after such application. Only after
so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including,
without limitation, Section 9-608 of the UCC, need Pledgee account for the surplus, if any, to any Pledgor. Each Pledgor agrees
that Pledgee need not give more than ten (10) days’ notice of the time and place of any public sale or of the time after
which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters.
No notification need be given to any Pledgor if it has signed after default a statement renouncing or modifying any right to notification
of sale or other intended disposition. Notwithstanding any provision in any operating agreement or shareholder agreement of any
issuer of the Pledged Collateral or the Delaware Limited Liability Company Act or the Business Corporation Law of the State of
New York to the contrary, the undersigned constituting all of the members and/or shareholders of each issuer hereby acknowledge
that such member and/or shareholder, as applicable, may pledge to the Agent all of such member’s and/or shareholder’s
right, title and interest in such issuer, and upon foreclosure the successful bidder (which may include the Agent) will be deemed
admitted as a member and/or shareholder, as applicable, of such issuer, and will automatically succeed to all of such pledged right,
title and interest, including without limitation such members’ and/or shareholder’s limited liability company and equity
interests, right to vote and participate in the management and business affairs of the issuer, right to a share of the profits
and losses of the issuer and right to receive distributions from the issuer.


 




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8.           No
Disposition, Etc. Until the irrevocable payment in full in cash of the Liabilities, each Pledgor agrees that it will
not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Interests or any
other Pledged Collateral, nor will any Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security
interest, charge, option or any other encumbrance with respect to any of the Pledged Interests or any other Pledged Collateral,
or any interest therein, or any proceeds thereof, except for the lien and security interest of Pledgee provided for by this Agreement
and the Security Agreement and Permitted Encumbrance, as defined in the Note Purchase Agreement.


 


9.           Sale
of Pledged Interests.


 


(a)          Each
Pledgor recognizes that Pledgee may be unable to effect a public sale or disposition (including, without limitation, any disposition
in connection with a merger of a Pledge Entity) of any or all the Pledged Interests by reason of certain prohibitions contained
in the Securities Act, and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions
thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their
own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that
any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property
received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition
and each Pledgor agrees that it is not commercially unreasonable for Pledgee to engage in any such private sales or dispositions
under such circumstances. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Interests in
order to permit any Pledgor or a Pledge Entity to register such securities for public sale under the Securities Act, or under applicable
state securities laws, even if such Pledgor or a Pledge Entity would agree to do so.


 


(b)          Each
Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sales
or dispositions of the Pledged Interests valid and binding and in compliance with any and all applicable laws, regulations, orders,
writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such sales or dispositions, all at such Pledgor’s expense; provided that no Pledgor shall have
any obligation to register the Pledged Interests as securities under the Securities Act or the applicable state securities laws
solely by virtue of this Section 9(b). Each Pledgor further agrees that a breach of any of the covenants contained in Sections
4, 5(a), 5(b), 8, 9 and 24 will cause irreparable injury to Pledgee and that Pledgee has
no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek
and obtain specific performance of other obligations of each Pledgor contained in this Agreement, that each and every covenant
referenced above shall be specifically enforceable against each Pledgor, and each Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants.


 




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(c)          Each
Pledgor further agrees to indemnify and hold harmless the Purchasers, Pledgee and their respective successors and assigns, their
respective officers, directors, employees, attorneys and agents, and any person or entity in control of any thereof, from and against
any loss, liability, claim, damage and expense, including, without limitation, legal fees and expenses (in this paragraph collectively
called the “Indemnified Liabilities”), under federal and state securities laws or otherwise insofar as such
Indemnified Liability (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained
in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum
or in any amendment or supplement to any thereof or in any other writing prepared by any Pledgor in connection with the offer,
sale or resale of all or any portion of the Pledged Collateral unless such untrue statement of material fact was provided by Pledgee,
in writing, specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state
therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification
to remain operative regardless of any investigation made by or on behalf of Pledgee or any successor thereof, or any person or
entity in control of any thereof. In connection with a public sale or other distribution, each Pledgor will provide customary indemnification
to any underwriters, their successors and assigns, officers and directors and each person or entity who controls any such underwriter
(within the meaning of the Securities Act). If and to the extent that the foregoing undertakings in this paragraph may be unenforceable
for any reason, each Pledgor agrees to jointly and severally make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this paragraph
(c) shall survive any termination of this Agreement.


 


(d)          Each
Pledgor further agrees not to exercise any and all rights of subrogation it may have against a Pledge Entity upon the sale or disposition
of all or any portion of the Pledged Collateral by Pledgee pursuant to the terms of this Agreement until the termination of this
Agreement in accordance with Section 11 below.


 


10.          No
Waiver; Cumulative Remedies. Pledgee shall not by any act, delay, omission or otherwise be deemed to have waived any of its
remedies hereunder, and no waiver by Pledgee shall be valid unless in writing and signed by Pledgee, and then only to the extent
therein set forth. A waiver by Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Pledgee would otherwise have on any further occasion. No course of dealing between any Pledgor and Pledgee
and no failure to exercise, nor any delay in exercising on the part of Pledgee or the Purchasers of, any right, power or privilege
hereunder or under the other Transaction Documents shall impair such right or remedy or operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly
or concurrently, and are not exclusive of any rights or remedies provided by law or in the Note Purchase Agreement.


 




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11.         Termination.
This Agreement and the liens and security interests granted hereunder shall terminate and Pledgee, at each Pledgor’s sole
cost and expense, shall return any Pledged Interests or other Pledged Collateral then held by Pledgee in accordance with the provisions
of this Agreement to Pledgor upon the termination of the Note Purchase Agreement and the full and complete performance and indefeasible
satisfaction of all of the Liabilities (i) in respect of the Notes (including, without limitation, the indefeasible payment in
full in cash of all such Liabilities) and (ii) with respect to which claims have been asserted by Pledgee and/or Purchasers.


 


12.         Possession
of Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Interests in the physical possession
of Pledgee pursuant hereto, neither Pledgee, nor any nominee of Pledgee, shall have any duty or liability to collect any sums due
in respect thereof or to protect, preserve or exercise any rights pertaining thereto (including any duty to ascertain or take action
with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to the Pledged Collateral and any
duty to take any necessary steps to preserve rights against any parties with respect to the Pledged Collateral), and shall be relieved
of all responsibility for the Pledged Collateral upon surrendering them to any Pledgor. Each Pledgor assumes the responsibility
for being and keeping itself informed of the financial condition of a Pledge Entity and of all other circumstances bearing upon
the risk of non-payment of the Liabilities, and Pledgee shall have no duty to advise any Pledgor of information known to Pledgee
regarding such condition or any such circumstance. Pledgee shall have no duty to inquire into the powers of a Pledge Entity or
its officers, directors, managers, members, partners or agents thereof acting or purporting to act on its behalf.


 


13.         Taxes
and Expenses. Each Pledgor will jointly and severally pay to Pledgee within the Applicable Time Frame (as hereafter defined)
(a) any taxes (excluding income taxes, franchise taxes or other taxes levied on gross earnings, profits or the like of Pledgee)
payable or ruled payable by any Governmental Authority (as defined in the Security Agreement) in respect of this Agreement, together
with interest and penalties, if any, and (b) all expenses, including the fees and expenses of counsel for Pledgee and of any experts
and agents that Pledgee may incur in connection with (i) the administration, modification or amendment of this Agreement, (ii)
the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii)
the exercise or enforcement of any of the rights of Pledgee hereunder, or (iv) the failure of Pledgor to perform or observe any
of the provisions hereof. For purposes hereof, the term “Applicable Time Frame” means the earlier of (a) ten (10) days
after Pledgee’s written demand for such payment and (b) the date set forth in Pledgee’s written demand for such payment
if such payment is required to be made by Pledgee prior to the ten (10) day period referred to in the foregoing clause “(a).”


 


14.         Pledgee
Appointed Attorney-In-Fact. Each Pledgor hereby irrevocably appoints Pledgee as such Pledgor’s attorney-in-fact, with
full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in Pledgee’s
discretion, to take any action and to execute any instrument that Pledgee deems reasonably necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to
such Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same, when and to the extent permitted by this Agreement; provided that the power of
attorney granted hereunder shall only be exercised by Pledgee after the occurrence and during the continuance of an Event of Default.


 




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15.         Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing by registered or certified mail a copy thereof to such party at the address for such notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof
five (5) business days after the mailing thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Notwithstanding the foregoing, the Pledgee may enforce its rights and remedies in any other
jurisdiction applicable to the Pledged Collateral. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


16.         Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile, .pdf or similar electronically transmitted signature shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original signature.


 


17.         Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


18.         Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 




    	 	10	 



     

    

 


19.         ENTIRE
AGREEMENT; AMENDMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN
AGREEMENTS BETWEEN ANY PLEDGOR, PLEDGEE, THEIR AFFILIATES AND PERSONS ACTING ON THEIR BEHALF WITH RESPECT TO THE MATTERS DISCUSSED
HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS AND THE OTHER INSTRUMENTS REFERENCED HEREIN AND THEREIN,
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY
SET FORTH HEREIN OR THEREIN, NEITHER THE PLEDGEE NOR ANY PLEDGOR MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH
RESPECT TO SUCH MATTERS. AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNWRITTEN AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE MATTERS DISCUSSED HEREIN. EXCEPT AS SET FORTH IN SECTION 2(A) HEREOF, NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, MODIFIED
OR SUPPLEMENTED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PLEDGOR AND PLEDGEE.


 


20.         Notices.
All notices, approvals, requests, demands and other communications hereunder shall be delivered or made in the manner set forth
in, and shall be effective in accordance with the terms of, the Note Purchase Agreement, in the case of communications to the Agent,
directed to the notice address set forth in the Security Agreement.


 


21.         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of the Notes. Pledgor shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of Pledgee. Pledgee may assign its rights hereunder without the consent of Pledgor, in which
event such assignee shall be deemed to be Pledgee hereunder with respect to such assigned rights.


 


22.         No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.


 


23.         Survival.
All representations, warranties, covenants and agreements of Pledgor and Pledgee shall survive the execution and delivery of this
Agreement.


 


24.         Further
Assurances. Each Pledgor agrees that it will, at any time and from time to time upon the written request of Pledgee, execute
and deliver all assignments separate from certificates or stock powers, financing statements and such further documents and do
such further acts and things as Pledgee may reasonably request consistent with the provisions hereof in order to carry out the
intent and accomplish the purpose of this Agreement and the consummation of the transactions contemplated hereby.


 


25.         No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


26.         Pledgee
Authorized. Each Pledgor hereby authorizes Pledgee to file one or more financing or continuation statements and amendments
thereto (or similar documents required by any laws of any applicable jurisdiction) relating to all or any part of the Pledged Interests
or other Pledged Collateral without the signature of such Pledgor.


 




    	 	11	 



     

    

 


27.         Pledgee
Acknowledgement. Each Pledgor acknowledges receipt of an executed copy of this Agreement. Each Pledgor waives the right to
receive any amount that it may now or hereafter be entitled to receive (whether by way of damages, fine, penalty, or otherwise)
by reason of the failure of the Pledgee to deliver to any Pledgor a copy of any financing statement or any statement issued by
any registry that confirms registration of a financing statement relating to this Agreement.


 


28.         Agent.
The terms and provisions of Section 5.11 of the Security Agreement which set forth the appointment of the Pledgee as Agent
and the indemnifications to which the Agent is entitled are hereby incorporated by reference herein as if fully set forth herein.


 


[Signature Page Follows]


 




    	 	12	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Pledge Agreement to be duly executed and delivered by their duly authorized officers on the
date first above written.


 


	 	PLEDGORS:
	 	 
	 	USELL.COM, INC., a Delaware corporation
	 	 	 
	 	By:	/s/ Nikhil Raman
	 	 	Name:  Nikhil Raman
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	bst distribution, inc., a New York corporation
	 	 	 
	 	By:	/s/ Brian Tepfer
	 	 	Name:  Brian Tepfer
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	WE SELL CELLULAR LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Nikhil Raman
	 	 	Name:  Nikhil Raman
	 	 	Title:  Manager
	 	 	 
	 	PLEDGEE:
	 	 	 
	 	BAM ADMINISTRATIVE SERVICES LLC, a Delaware limited liability company, in its capacity as agent for
    the Purchasers
	 	 	 
	 	By: 	/s/
	 	 	Name:
	 	 	Title:


 


SIGNATURE
PAGE TO

PLEDGE AGREEMENT


 




     


     

    

  


ACKNOWLEDGEMENT


 


Each of the undersigned
hereby (i) acknowledges receipt of a copy of the foregoing Pledge Agreement, (ii) waives any rights or requirement at any time
hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Interests (as defined therein)
in the name of Pledgee or its nominee or the exercise of voting rights by Pledgee and (iii) agrees promptly to note on its books
and records the grant of the security interest in the stock or other equity interests of the undersigned as provided in such Pledge
Agreement.


 


Dated: October 23, 2015


 


	HD CAPITAL HOLDINGS LLC, a Delaware limited liability company	 	BST DISTRIBUTION, INC., a New York corporation
	 	 	 	 	 
	By:	/s/ Daniel Brauser	 	By:	/s/ Brian Tepfer
	 	Name: Daniel Brauser	 	 	Name: Brian Tepfer
	 	Title: Manager	 	 	Title: Chief Executive Officer
	 	 	 	 	 
	UPSTREAM PHONE COMPANY USA, INC., a Delaware corporation	 	WE SELL CELLULAR LLC, a Delaware limited liability company
	 	 	 
	By:	/s/ Nikhil Raman	 	By:	/s/ Nikhil Raman
	 	Name: Nikhil Raman	 	 	Name: Nikhil Raman
	 	Title: President	 	 	Title: Manager
	 	 	 	 	 
	UPSTREAM PHONE HOLDINGS, INC., a Delaware corporation	 	 	 
	 	 	 	 
	By:	/s/ Nikhil Raman	 	 	 
	 	Name: Nikhil Raman	 	 	 
	 	Title: President	 	 	 


 


SIGNATURE PAGE TO

ACKNOWLEDGMENT TO

PLEDGE AGREEMENT


 




     


     

    




 


EXHIBIT A

to Pledge Agreement


 


Description of Pledged Interests or Units


 


	Pledgor	 	Name of

Pledged Entity	 	Class	 	Stock or Unit

 Certificate No.	 	Percentage of 

Units 

Held by Pledgor
	 	 	 	 	 	 	 	 	 
	USELL.COM, INC., a Delaware corporation	 	HD CAPITAL HOLDINGS LLC	 	N/A	 	Uncertificated	 	100%
	 	 	 	 	 	 	 	 	 
	USELL.COM, INC., a Delaware corporation	 	UPSTREAM PHONE COMPANY USA, INC.	 	Common	 	01	 	100%
	 	 	 	 	 	 	 	 	 
	USELL.COM, INC., a Delaware corporation	 	BST DISTRIBUTION, INC.	 	Common	 	03	 	100%
	 	 	 	 	 	 	 	 	 
	USELL.COM, INC., a Delaware corporation	 	UPSTREAM PHONE HOLDINGS, INC.	 	Common	 	01	 	100%
	 	 	 	 	 	 	 	 	 
	BST DISTRIBUTION, INC., a New York corporation	 	WE SELL CELLULAR LLC	 	N/A	 	Uncertificated	 	100%


 





 



 




     


     

    

  


EXHIBIT B

to Pledge Agreement


 


Addendum to Pledge Agreement


 


The undersigned, being
the Pledgor pursuant to that certain Pledge Agreement dated as of October 23, 2015 (as amended, restated, supplemented or otherwise
modified from time to time, the “Pledge Agreement”) in favor of BAM Administrative Services LLC, a Delaware
limited liability company, as Agent (“Pledgee”), by executing this Addendum, hereby acknowledges that Pledgor
has acquired and legally and beneficially owns all of the issued and outstanding [ shares of capital stock ] of [__________________,
a _______ corporation ] (“Company”) described below (the “Shares”). Pledgor hereby agrees
and acknowledges that the Shares shall be deemed Pledged Interests pursuant to the Pledge Agreement. Pledgor hereby represents
and warrants to Pledgee that (i) all of the [ capital stock ] of the Company now owned by Pledgor is presently represented by the
certificates listed below, which certificates, with undated assignments separate from certificate or stock powers duly executed
in blank by Pledgor, are being delivered to Pledgee, simultaneously herewith (or have been previously delivered to Pledgee), and
(ii) after giving effect to this addendum, the representations and warranties set forth in Section 3 of the Pledge Agreement
are true, complete and correct as of the date hereof.


 


Pledged Interests


 





	Name of the Pledged

Entity	 	Class of Equity

 Interest	 	Certificate

No.	 	Percentage of Units Held by

Pledgor
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







  


IN WITNESS WHEREOF,
Pledgor has executed this Addendum this _____ day of ______.


 





	      [		]










	 	 	 	 
	 	 By:	  	 
	 	 	Name:	 
	 	 	
        Title: