Exhibit 10.2





 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2017, between
uSell.com, Inc., a Delaware corporation (the “Company”) and each of the several purchasers as listed in Exhibit
A of the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


WHEREAS,
the Company and the Purchasers are parties to that certain Securities Purchase Agreement, dated as of the date of this Agreement
(the “Purchase Agreement”), pursuant to which the Purchasers are purchasing shares of Common Stock (defined
below) of the Company; and


 


WHEREAS,
in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the
Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Purchasers
as set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as
follows:


 


1.             Defined Terms. As used in this Agreement,
the following terms shall have the following meanings: 


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“CDI
612.09” means Section 612.09 of the Commission’s Compliance and Disclosure Interpretations.


 


“Closing”
means the closing of the purchase and sale of the Common Stock pursuant to the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed into.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder or any other Registration
Statement, 60 days following the Filing Date; provided, however, that in the event the Company is notified by the
Commission that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which
the Company is so notified if such date precedes the date otherwise required above.


 






    


     


    

 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(b).


 


“Event
Date” shall have the meaning set forth in Section 2(b).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, November 30, 2017 and, with respect
to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which
the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c). 


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated
organization, trust, association or other entity.


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Proceeding”
means any action, claim, suit, investigation or legal proceeding (including, without limitation, an informal investigation or
partial proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Purchasers”
shall have the meaning set forth in the Preamble.


 


“Purchase
Agreement” shall have the meaning set forth in the Recitals.



 






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“Registrable
Securities” means (a) all of the shares of Common Stock issued pursuant to the Purchase Agreement and (b) any securities
issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the
foregoing.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(b), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance (including CDI 612.09), comments, requirements or
requests of the Commission staff and (ii) the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the OTC Markets (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Purchase Agreement, all schedules and exhibits thereto and hereto, the Escrow agreement
and the Term Sheet, and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Island Stock Transfer the transfer agent of the Company, with a mailing address of 15500 Roosevelt Blvd,
Suite 301, Clearwater, FL 33760, and a facsimile number of (727) 289-0069, and any successor transfer agent of the Company.


 






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2.             Shelf Registration.


 


(a)            On or prior to each Filing Date, the Company
shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that
are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule
415. The Company shall use its best efforts to have the Initial Registration Statement declared effective on or before December
29, 2017. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain a description of the Holders planned
distribution (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially in the form of “Plan
of Distribution” attached hereto as Annex A. The Company shall respond to any comments from the staff of the
Commission within 15 days of the receipt of such comments. In the event the amount of Registrable Securities which may be included
in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without
limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities
as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration
Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event
prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective
under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold
pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the
exemption in Section 4(a)(1) under the Securities Act, in either case as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). Provided, however, during any period of time that the Company’s financial statements contained in a prospectus
do not meet the requirements of Securities Act Section 10(a)(3) and the remaining period until the date its Form 10-K is required
to be filed (excluding any extended period of time permitted by rule of the SEC) does not exceed 60 days, the Company shall be
excused from amending or supplementing its prospectus for the remaining period until the date its Form 10-K is required to be
filed (including any extended period of time permitted by rule of the SEC). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders
via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically
confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.
The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of
this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered
on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission
for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder
as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be
reduced on a pro rata basis based on the total number of unregistered Registrable Securities purchased by the Purchasers pursuant
to the Purchase Agreement. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior
written notice along with the calculations as to such Holder’s allotment.


 






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(b)            If a Registration Statement registering for resale
all of the Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of the Initial Registration
Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of
the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the
number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (ii) after
the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective
as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities, for more than 30 calendar days during any 12-month period (any such
failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred
to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash , as partial liquidated
damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Purchase Agreement up to a
maximum of 10%, during which such Event continues uncured. The partial liquidated damages pursuant to the terms hereof shall apply
on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however, the foregoing
liquidated damages shall not accrue or be otherwise charged during any period in which the Investor is eligible to sell the Shares
on any given day under Rule 144 without the volume or other limitations of such rule, or in reliance upon the exemption in Section
4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Securities, or if such Investor is
a director of the Company during such period. Provided, further, no penalty shall accrue under this Section 2(b) in the event
that the Company elects in good faith to suspend the use of the Prospectus or Registration Statement under Section 3(c)(vi) for
up to 30 days in any 365 day period due to any material detriment to the Company with respect of any transactions or event to
which the Company is a party or prospective party.


 


3.             Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)            Not less than five Trading Days prior to the
filing of each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus or any amendment
or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the
Company shall (i) furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those
incorporated or deemed to be incorporated by reference) will be subject to the review of the Holders or counsel for the Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries
as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file
a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of
the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in
writing no later than five Trading Days after the Holders have been so furnished copies of a Registration Statement or two Trading
Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder
agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling
Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the Filing Date or by the end
of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.


 






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(b)              
 


 


(i)             prepare and file with the Commission such amendments,
including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary
to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period
and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities,


 


(ii)            cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424,


 


(iii)           respond to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto within 15 days of the receipt of such comments, and provide
as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating
to a Registration Statement (provided that, the Company may excise any information contained therein which would constitute material
non-public information as to any Holder which has not executed a confidentiality agreement with the Company), and


 


(iv)           comply with the provisions of the Securities
Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during
the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders
thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 






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(c)            Notify the Holders of Registrable Securities
to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing
no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect
to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or
for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement
or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (vi) of the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all
of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure
by a Holder is required by law; provided, further, that notwithstanding each Holder’s acknowledgement to keep
such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.


 


(d)            Use its best efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or
(ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.


 


(e)            Furnish to each Holder, without charge, at least
one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules,
all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits
to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system need not be
furnished in physical form, and such number of copies of the current Prospectus as each Holder may reasonably request.


 


(f)             Subject to the terms of this Agreement, the Company
hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection
with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except
after the giving of any notice pursuant to Section 3(c).


 


(g)            The Company shall cooperate with any broker-dealer
through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing
Department pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, as requested by any such Holder, and the Company shall pay
the filing fee required by such filing within two Trading Days of request therefor.


 






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(h)            Prior to any resale of Registrable Securities
by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection
with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for
the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably
requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)             If requested by a Holder, cooperate with such
Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holder may request.


 


(j)             If the Company notifies the Holders in accordance
with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such
Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable.


 


(k)            Comply with all applicable rules and regulations
of the Commission.


 


(l)             The Company may require each selling Holder to
furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and,
if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. The Company
shall not be liable for any damages during any periods that the Company is unable to meet its obligations hereunder with respect
to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading
Days of the Company’s request.


 






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4.             Registration Expenses. All fees and expenses
incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence
shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the
Company’s counsel, independent registered public accountants and transfer agent) (A) with respect to filings made with the
Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for
trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions
of the Registrable Securities) and (D) if not previously paid by the Company in connection with an issuer filing, with respect
to any filing that may be required to be made by any broker-dealer through which a Holder intends to make sales of Registrable
Securities pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, so long as the broker-dealer is receiving no more than a customary
brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities), and (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company. In addition, the Company shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any Trading Market as required hereunder. In no event
shall the Company be responsible for any broker-dealer or similar commissions of any Holder or, except to the extent provided
for in the Transaction Documents, any legal fees or other costs of the Holders.


 


5.             Indemnification.


 


(a)            Indemnification by the Company. The Company
shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members,
partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys’ fees and costs of investigation and preparation) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with
the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this
purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated
by this Agreement of which the Company is aware.


 






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(b)            Indemnification by Holders. Each Holder
shall, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company
who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable
Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to
the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements
of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so
furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus
or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii)
in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions, or discounts)
actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)            Conduct of Indemnification Proceedings.
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one law
firm reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense
thereof except as otherwise provided in this Section 5(c); provided, that, the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) that such failure shall have materially prejudiced the Indemnifying Party.


 






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An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification
hereunder.


 


(d)            Contribution. If the indemnification under
Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses,
then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this
Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 






    11


     


    

 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


6.             Miscellaneous.


 


(a)            Remedies. In the event of a breach by
the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages,
shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary
damages would not provide adequate compensation for any Losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)            Prohibition on Filing Other Registration Statements.
Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities
of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration
statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by
the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements
filed prior to the date of this Agreement. In the event that, under SEC Guidance, there is a limitation on the number of Registrable
Securities that may be included in a Registration Statement, securities of the Company that have been registered on an effective
registration statement of the Company as of the date of this Agreement shall be registered prior to any of the Registrable Securities.
Thereafter, the Holders shall have priority over any other security holders with outstanding registration rights. Any reduction
pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata basis in accordance
with the Holders’ investment made pursuant to the Purchase Agreement.


 


(c)            Compliance. Each Holder covenants and
agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with
sales of Registrable Securities pursuant to a Registration Statement.


 


(d)            Discontinued Disposition. By its acquisition
of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of
the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of
the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts
to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 






    12


     


    

 


(e)            Amendments and Waivers. The provisions
of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the
Holders of 67% or more of the Registrable Securities. If a Registration Statement does not register all of the Registrable Securities
pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to
be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which
of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders
and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).


 


(f)             Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.


 


(g)            Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure
to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior
written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


(h)            No Inconsistent Agreements. Neither the
Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing
the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor
any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its
securities to any Person that have not been satisfied in full.


 


(i)             Execution and Counterparts. This Agreement
may be executed in two or more counterparts, all of which when taken 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, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or
by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


(j)             Governing Law. All questions concerning
the choice of law and venue, construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance
with the provisions of the Purchase Agreement.


 






    13


     


    

 


(k)            Cumulative Remedies. The remedies provided
herein are cumulative and not exclusive of any other remedies provided by law.


 


(l)             Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to
find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(m)           Headings. The headings in this Agreement
are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


 


(n)            Independent Nature of Holders’ Obligations
and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder,
and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto,
shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated
by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose.


 


[Signature
Pages Follow]


 






    14


     


    

 





IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.





	 	 	 
	 	USELL.COM,
                    INC. 


	 	 	 
	 	By: 	 
	 	 	Name: Nikhil Raman
	 	 	Title: Chief Executive Officer



 





[Signature Page to Registration Rights Agreement]


 











    


     


    

 


Name
of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


  


[SIGNATURE
PAGES CONTINUE]


 





[Signature
Page to Registration Rights Agreement] 


 



    


     


    




 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other
stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed
or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:


 


		●	ordinary
                                         brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		●	block
                                         trades in which the broker-dealer will attempt to sell the shares as agent but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



 


		●	purchases
                                         by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		●	an
                                         exchange distribution in accordance with the rules of the applicable exchange;



 


		●	privately
                                         negotiated transactions;



 


		●	settlement
                                         of short sales entered into after the effective date of the registration statement of
                                         which this prospectus is a part;



 


		●	broker-dealers
                                         may agree with the Selling Stockholders to sell a specified number of such shares at
                                         a stipulated price per share;



 


		●	through
                                         the writing or settlement of options or other hedging transactions, whether through an
                                         options exchange or otherwise;



 


		●	a
                                         combination of any such methods of sale; or



 


		●	any
                                         other method permitted pursuant to applicable law.



 


The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the
case of a principal transaction a markup or markdown in compliance with NASD IM-2440.


 






    A-1


     


    

 


In
connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course
of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these
securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale
shares by the Selling Stockholders.


 


The
shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 






    A-2


     


    

 


Annex
B


 


USELL.COM,
INC.


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of Common Stock (the “Registrable Securities”) of uSell.com, Inc., a Delaware
corporation (the “Company”), understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 




    B-1


     


    

 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.            Name.


 


		(a)	Full
Legal Name of Selling Stockholder
	 	 	 
	 	 	 



 


		(b)	Full
                                         Legal Name of Registered Holder (if not the same as (a) above) through which Registrable
                                         Securities are held:
	 	 	 
	 	 	 



 


		(c)	Full
                                         Legal Name of Natural Control Person (which means a natural person who directly or indirectly
                                         alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 



 


2.            Address
for Notices to Selling Stockholder:


 





	 
	 
	 









	Telephone: 	 



	Fax: 	 




	Contact
Person: 	 




 


3.            Broker-Dealer
Status:


 


		(a)	Are
                                         you a broker-dealer?



 


Yes
☐           No ☐


 


		(b)	If
                                         “yes” to Section 3(a), did you receive your Registrable Securities as compensation
                                         for investment banking services to the Company?



 


Yes
☐           No ☐


 


		Note:	If
                                         “no” to Section 3(b), the Commission’s staff has indicated that you
                                         should be identified as an underwriter in the Registration Statement.



 


		(c)	Are
                                         you an affiliate of a broker-dealer?



 


Yes
☐           No ☐


 






    B-2


     


    

 


		(d)	If
                                         you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable
                                         Securities in the ordinary course of business, and at the time of the purchase of the
                                         Registrable Securities to be resold, you had no agreements or understandings, directly
                                         or indirectly, with any person to distribute the Registrable Securities?



 


Yes
☐           No ☐


 


		Note:	If
                                         “no” to Section 3(d), the Commission’s staff has indicated that you
                                         should be identified as an underwriter in the Registration Statement.



 


4.            Beneficial
Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase Agreement.


 


		(a)	Type
                                         and Amount of other securities beneficially owned by the Selling Stockholder:
	 	 	 
	 	 	 



 


5.            Relationships
with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 	 	 



 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus.


 






    B-3


     


    

 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 





	Date: 	 	 	Beneficial Owner: 	 



 





	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


PLEASE
EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO: 


 


Michael
D. Harris, Esq.


MHarris@nasonyeager.com 


 



    B-4