Exhibit
10.1
 
 NON-QUALIFIED STOCK OPTION
AGREEMENT
 NON-PLAN
 
 THIS STOCK OPTION AGREEMENT (the
“Agreement”) entered into as of ____Schedule A___(the “Grant
Date”) between Upstream Worldwide, Inc. (formerly, Money4Gold Holdings, Inc.)
(the “Company”) and ____Schedule A____ (the
“Optionee”).
 
 WHEREAS, pursuant to the authority of
the Board of Directors (the “Board”), the Company has granted the Optionee the
right to purchase common stock of the Company pursuant to stock
options.
 
 NOW THEREFORE, in consideration of the
mutual covenants and promises hereafter set forth and for other good and
valuable consideration, receipt of which is acknowledged, the parties hereto
agree as follows:
 
 1.           Grant of Non-Qualified Stock
Options.  The Company irrevocably granted to the Optionee, as a
matter of separate agreement and not in lieu of salary or other compensation for
services, the right and option to purchase all or any part of ____Schedule A______ shares of
authorized but unissued or treasury common stock of the Company (the “Options”)
on the terms and conditions herein set forth.  The Options are not
intended to be Incentive Stock Options as defined by Section 422 of the Internal
Revenue Code of 1986 (the “Code”).  This Agreement replaces any stock
option agreement previously provided to the Optionee, if any, with respect to
these Options.
 
 2.           Price.  The
exercise price of the Options is $__Schedule A____ per
share.
 
 3.           Vesting - When
Exercisable.
 
 (a)           The
Options shall vest in equal increments ___Schedule A_ with the first
vesting date being __Schedule
A__, subject to the Optionee’s continued service in the capacity for
which the Options were granted on each applicable vesting date.  Any
fractional vesting shall be rounded up to the extent
necessary.  Notwithstanding any other provision in this Agreement, the
Options shall vest immediately on the occurrence of a Change of Control as
defined below.  Additionally, all Options shall vest immediately on
the date the Company publicly announces, by press release, by disclosure in a
filing with the Securities and Exchange Commission or otherwise (the “Public
Announcement”), its intention to sell substantially all of the Company’s assets
or to enter into a merger or consolidation as described in clauses (ii) and
(iii) under the definition of Change of Control below.  If the
Optionee exercises the Options within 10 calendar days from the date of the
Public Announcement, the Optionee shall be deemed a record holder of the shares
underlying the Options as of the record date of the Change of
Control.  Change of Control means (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities; (ii)  the consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets
in a transaction which requires shareholder approval under applicable state law;
or (iii) the consummation of a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least 50% of
the total voting power represented by the voting securities of the Company or
such surviving entity or its parent outstanding immediately after such merger or
consolidation.
  1
 
 (b)           Subject
to Sections 3(c) and 4 of this Agreement, Options may be exercised prior to
vesting and remain exercisable until 6:00 p.m. New York time for five years from
the Grant Date (the “Expiration Date”).
 
 (c)           However,
notwithstanding any other provision of this Agreement at the option of the
Board, all Options whether vested or unvested shall be immediately forfeited in
the event of:
 
 (1)           Termination
of the Optionee by the Company for cause, including but not limited to, fraud,
theft, employee dishonesty and violation of Company policy;
 
 (2)           The
Optionee purchases or sells securities of the Company not in accordance with the
Company’s inside information guidelines then in effect;
 
 (3)           The
Optionee breaches any duty of confidentiality including that required by the
Company’s inside information guidelines then in effect;
 
 (4) The
Optionee competes with the Company;
 
 (5)           The
Optionee is unavailable for consultation after termination of the Optionee if
such availability is a condition of any agreement between the Company and the
Optionee;
 
 (6)           The
Optionee recruits Company personnel for another entity;
 
 (7)           The
Optionee fails to assign any invention or technology to the Company if such
assignment is a condition of any agreement between the Company and the Optionee;
or
 
 (8)           A
finding by the Company that the Optionee has acted against the interests of the
Company.
 
 4.           Termination of
Relationship.
 
 (a)           If
for any reason, except death or disability as provided below, the Optionee
ceases to perform services for the Company, all rights granted hereunder shall
terminate effective three months from that date.
  2
  
 (b)           If
the Optionee shall die while performing services for the Company, the Optionee’s
estate or any Transferee, as defined herein, shall have the right within one
year from the date of the Optionee’s death to exercise the Optionee’s vested
Options subject to Section 3(c).  For the purpose of this Agreement,
“Transferee” shall mean a person to whom such shares are transferred by will or
by the laws of descent and distribution.
 
 (c)           If
the Optionee becomes disabled within the meaning of Section 22(e)(3) of the
Code, while performing services for the Company in the capacity for which the
Options were granted, all rights granted hereunder shall terminate effective one
year from that date.
 
 (d)           Notwithstanding
anything contained in this Section 4, the Options may not be exercised after the
Expiration Date.
 
 5.           Profits on the Sale of
Certain Shares; Redemption.  If any of the events specified in
Section 3(c) of this Agreement occur within one year from the last date the
Optionee performs services for the Company in the capacity for which the Options
were granted (the “Termination Date”), all profits earned from the sale of the
Company’s securities, including the sale of shares of common stock underlying
the Options, during the two-year period commencing one year prior to the
Termination Date shall be forfeited and forthwith paid by the Optionee to the
Company.  Further, in such event, the Company may at its option redeem
shares of common stock acquired upon exercise of the Options by payment of the
exercise price to the Optionee.  The Company’s rights under this
Section 5 do not lapse one year from the Termination Date but are a contract
right subject to any appropriate statutory limitation period.
 
 6.           Method of
Exercise.  The Options shall be exercisable by a written notice
which shall:
 
 (a)           state
the election to exercise the Options, the number of shares to be exercised, the
person in whose name the stock certificate or certificates for such shares of
common stock is to be registered, address and social security number of such
person (or if more than one, the names, addresses and social security numbers of
such persons);
 
 (b)           if
applicable, contain such representations and agreements as to the holder’s
investment intent with respect to such shares of common stock as set forth in
Section 11 hereof;
 
 (c)           be
signed by the person or persons entitled to exercise the Options and, if the
Options are being exercised by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the Company, of the right of
such person or persons to exercise the Options;
 
 (d)           be
accompanied by full payment of the exercise price in United States dollars in
cash or by check.
  3
 
 (e)           be
accompanied by payment of any amount that the Company, in its sole discretion,
deems necessary to comply with any federal, state or local withholding
requirements for income and employment tax purposes.  If the Optionee
fails to make such payment in a timely manner, the Company may: (i) decline to
permit exercise of the Options or (ii) withhold and set-off against compensation
and any other amounts payable to the Optionee the amount of such required
payment. Such withholding may be in the shares underlying the Options at the
sole discretion of the Company.
 
 The certificate or certificates for
shares of common stock as to which the Options shall be exercised shall be
registered in the name of the person or persons exercising the
Options.
 
 7.           Sale of Shares Acquired Upon
Exercise of Options.  If the Optionee is an officer (as defined
by Section 16(b) of the Exchange Act (“Section 16(b)”)) or a director of the
Company, any shares of the Company’s common stock acquired pursuant to Options
cannot be sold by the Optionee until at least six months elapse from the Grant
Date except in case of death or disability or if the grant was exempt from the
short-swing profit provisions of Section 16(b).
 
 8.           Adjustments.  Upon
the occurrence of any of the following events, the Optionee’s rights with
respect to the Options shall be adjusted as hereinafter provided unless
otherwise specifically provided in a written agreement between the Optionee and
the Company relating to the Options:
 
 (a)           If
the shares of common stock shall be subdivided or combined into a greater or
smaller number of shares or if the Company shall issue any shares of its common
stock as a stock dividend on its outstanding common stock, the number of shares
of common stock deliverable upon the exercise of Options shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made in the exercise price per share to reflect such subdivision, combination or
stock dividend.
 
 (b)           If
the Company is to be consolidated with or acquired by another entity, the board
of directors of any entity assuming the obligations of the Company hereunder
(the “Successor Board”) shall either (i) make appropriate provision for the
continuation of the Options by substituting on an equitable basis for the shares
underlying the Options the consideration payable with respect to the outstanding
shares of common stock in connection with the acquisition or consolidation; or
(ii) terminate all the Options in exchange for a cash payment equal to the
excess of the fair market value of the shares subject to the Options over the
exercise price thereof.
 
 (c)           In
the event of a recapitalization or a reorganization of the Company (other than a
transaction described in Section 8(b) above) pursuant to which securities of the
Company or of another corporation are issued with respect to the outstanding
shares of common stock, the Optionee upon exercising the Options shall be
entitled to receive for the purchase price paid upon such exercise, the
securities the Optionee would have received if the Optionee had exercised the
Options prior to such recapitalization or reorganization.
  4
 
 (d)           Except
as expressly provided herein, no issuance by the Company of shares of common
stock of any class or securities convertible or exercisable into shares of
common stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares subject to the
Options.  No adjustments shall be made for dividends or other
distributions paid in cash or in property other than securities of the
Company.
 
 (e)           With
respect to shares issued in accordance with this Section 8, no fractional shares
shall be issued and the Optionee shall receive from the Company cash in lieu of
such fractional shares.
 
 (f)           The
Board or the Successor Board shall determine the specific adjustments to be made
under this Section 8, and its determination shall be conclusive.  If
the Optionee receives securities or cash in connection with a corporate
transaction described in Section 8(a), (b) or (c) above as a result of holding
the Options, such securities or cash shall be subject to all of the conditions
and restrictions applicable to the Options stock with respect to which such
securities or cash were issued, unless otherwise determined by the Board or the
Successor Board.
 
 9.           Necessity to Become Holder
of Record.  Neither the Optionee, the Optionee’s estate, nor
any Transferee shall have any rights as a shareholder with respect to any shares
underlying the Options until such person shall have become the holder of record
of such shares.  No dividends or cash distributions, ordinary or
extraordinary, shall be provided to the holder if the record date is prior to
the date on which such person became the holder of record thereof.
 
 10.          Reservation of Right to
Terminate Relationship.  Nothing contained in this Agreement
shall restrict the right of the Company to terminate the relationship of the
Optionee at any time, with or without cause.  The termination of the
relationship of the Optionee by the Company, regardless of the reason therefor,
shall have the results provided for in Sections 3 and 4 of this
Agreement.
 
 11.          Conditions to Exercise of
Options.  In order to enable the Company to comply with the
Securities Act of 1933 (the “Securities Act”) and relevant state law, the
Company may require the Optionee, the Optionee’s estate, or any Transferee as a
condition of the exercising of the Options, to give written assurance
satisfactory to the Company that the shares underlying the Options are being
acquired for such persons own account, for investment only, with no view to the
distribution of same, and that any subsequent resale of any such shares either
shall be made pursuant to a registration statement under the Securities Act and
applicable state law which has become effective and is current with regard to
the shares being sold, or shall be pursuant to an exemption from registration
under the Securities Act and applicable state law.
 
 The Options are subject to the
requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration, or qualification of the shares of common stock
underlying the Options upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary as a condition of, or in connection with the issue or purchase of the
shares underlying the Options, the Options may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected.
  5
  12.          Transfer.  No
transfer of the Options by the Optionee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the letters
testamentary or such other evidence as the Board may deem necessary to establish
the authority of the estate and the acceptance by the Transferee or Transferees
of the terms and conditions of the Options.
 
 13.          Duties of the
Company.  The Company will at all times during the term of the
Options:
 
 (a)           Reserve
and keep available for issue such number of shares of its authorized and
unissued common stock as will be sufficient to satisfy the requirements of this
Agreement;
 
 (b)           Pay
all original issue taxes with respect to the issue of shares pursuant hereto and
all other fees and expenses necessarily incurred by the Company in connection
therewith;
 
 (c)           Use
its best efforts to comply with all laws and regulations which, in the opinion
of counsel for the Company, shall be applicable thereto.
 
 14.          Severability.  In
the event any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.
 
 15.          Arbitration.  Any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Broward County, Florida (unless the parties agree in writing to a
different location), before a single arbitrator in accordance with the rules of
the American Arbitration Association then in effect.  The decision and
award made by the arbitrator shall be final, binding and conclusive on all
parties hereto for all purposes, and judgment may be entered thereon in any
court having jurisdiction thereof.
 
 16.          Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their legal representatives, successors and assigns.
 
 17.          Notices and
Addresses.  All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by FedEx or similar
receipted delivery, or by facsimile delivery as follows:
 
 The
Optionee:                                                         ______________
 ______________
 ______________
  6
 
 The
Company:                                       
        Upstream Worldwide,
Inc.
 200 E. Broward Blvd., Suite
1200
 Ft. Lauderdale, FL 33301
 Attention: ___________
 Facsimile: (954) 915-1525
 
 with a copy
to:                                            
   Michael D. Harris, Esq.
 Harris Cramer LLP
 1555 Palm Beach Lakes Blvd., Suite
310
 West Palm Beach, FL 33401
 Facsimile:  (561)
659-0701
 
 or to
such other address as either of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.
 
 18.           Attorney’s
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to a
reasonable attorney’s fee, costs and expenses.
 
 19.           Governing
Law.  This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the laws of the State of Delaware without
regard to choice of law considerations.
 
 20.           Oral
Evidence.  This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof.  Neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
 
 21.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  The execution of this Agreement may be by actual or
facsimile signature.
 
 22.           Section or Paragraph
Headings.  Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Agreement.
 
 23.           Stop-Transfer
Orders.
 
 (a)           The
Optionee agrees that, in order to ensure compliance with the restrictions set
forth in this Agreement, the Company may issue appropriate “stop transfer”
instructions to its duly authorized transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations to the
same effect in its own records.
  7
 
 (b)           The
Company shall not be required (i) to transfer on its books any shares of the
Company’s common stock that have been sold or otherwise transferred in violation
of this Agreement or (ii) to treat the owner of such shares of common stock or
to accord the right to vote or pay dividends to any purchaser or other
Transferee to whom such shares of common stock shall have been so
transferred.
 
 [Signature
Page To Follow]
  8
  IN WITNESS WHEREOF the parties hereto
have set their hand and seals the day and year first above written.
 
 WITNESSES:
                                                
                                                
                                                COMPANY:By:OPTIONEE:_______________
  9
  Schedule
A
 
 Date:
September 10, 2010
 Name:
Douglas Feirstein
 Options:
12,963,070
 Exercise
Price: $0.034
 Vesting:
over a four year period each calendar quarter with the first vesting date being
December 31, 2010
 
 Date:
September 10, 2010
 Name:
Daniel Brauser
 Options:
12,963,070
 Exercise
Price: $0.034
 Vesting:
over a four year period each calendar quarter with the first vesting date being
December 31, 2010
 
 Date:
September 10, 2010
 Name:
Michael Brachfeld
 Options:
6,714,949
 Exercise
Price: $0.034
 Vesting:
over a four year period each calendar quarter with the first vesting date being
December 31, 2010
 
 Date:
September 10, 2010
 Name:
Chuck Wallace
 Options:
13,279,434
 Exercise
Price: $0.034
 Vesting:
over a four year period each calendar quarter with the first vesting date being
December 31, 2010
  10