Exhibit 4.2


USELL.COM, INC. 


AND 


_____________________


AS WARRANT AGENT


 


FORM OF COMMON STOCK


WARRANT AGREEMENT


DATED AS OF JUNE _______, 2014


  


THIS COMMON STOCK WARRANT AGREEMENT
(this “Agreement”), dated as of June _______       , 2014, between uSell.com, Inc.,
a Delaware corporation (the “Company”) and __________, a [corporation] [national banking association] organized
and existing under the laws of __________ and having a corporate trust office in __________, as warrant agent (the “Warrant
Agent”).


 


WHEREAS, the Company proposes in an underwritten
public offering to sell Units of the Company’s securities, with each Unit consisting of two shares of the Company’s
common stock, par value $0.0001 per share, and a warrant (the “Warrants”) to purchase one share of common stock
of the Company, par value $0.0001 per share (the each share a “Warrant Security” and collectively, the “Warrant
Securities”) with such Warrants evidenced by certificates representing the right to purchase the Warrant Securities,
such warrant certificates and other warrant certificates issued pursuant to this Agreement being herein called the “Warrant
Certificates”; and


 


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced.


 


NOW THEREFORE, in consideration of
the premises and of the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1


ISSUANCE OF WARRANTS AND EXECUTION AND


DELIVERY OF WARRANT CERTIFICATES


 


1.1  Issuance of Warrants. 
Upon issuance, each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase one Warrant Security. 


 


1.2  Execution and Delivery of Warrant
Certificates.  Each Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth
in Exhibit A hereto, shall be dated the date of its countersignature by the Warrant Agent and may have such letters, numbers,
or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are
not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform
to usage.  The Warrant Certificates shall be signed on behalf of the Company by any of its present or future chief executive
officers, presidents, senior vice presidents, vice presidents, chief financial officers, chief legal officers, treasurers, assistant
treasurers, controllers, assistant controllers, secretaries or assistant secretaries under its corporate seal reproduced thereon. 
Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced
on the Warrant Certificates.  The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.


 


No Warrant Certificate shall be valid for
any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent.  Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.


 




    	 



    	 



    

 


In case any officer of the Company who shall
have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of
the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.


 


The term “holder” or
“holder of a Warrant Certificate” as used herein shall mean any person in whose name at the time any Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.


 


1.3  Issuance of Warrant Certificates. 
Warrant Certificates evidencing the right to purchase Warrant Securities may be executed by the Company and delivered to the Warrant
Agent upon the execution of this Warrant Agreement or from time to time thereafter.  The Warrant Agent shall, upon receipt
of Warrant Certificates duly executed on behalf of the Company, countersign such Warrant Certificates and shall deliver such Warrant
Certificates to or upon the order of the Company.


 


ARTICLE 2


WARRANT PRICE, DURATION AND EXERCISE
OF WARRANTS


 


2.1  Warrant Price.  During
the period specified in Section 2.2, each Warrant shall, subject to the terms of this Warrant Agreement and the applicable
Warrant Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable Warrant
Certificate at an exercise price of $                per Warrant Security, subject to adjustment
upon the occurrence of certain events, as hereinafter provided.  Such purchase price per Warrant Security is referred to in
this Agreement as the “Warrant Price.”


 


2.2  Duration of Warrants. 
Each Warrant may be exercised in whole or in part at any time, as specified herein, on or after the date of issuance and at or
before 5 p.m., New York City time, on the fifth anniversary of the date of issuance, or such later date as the Company may
designate by notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the
record books of the Warrant Agent (the “Expiration Date”).  Each Warrant not exercised at or before 5 p.m.,
New York City time, on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under this Agreement shall cease.


  


2.3  Exercise of Warrants.


 


(a)            During
the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered
form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful
money of the United States of America, by bank check or certified check payable to the Company, or by bank wire transfer in immediately available
funds, the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its
corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the
Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side
of the Warrant Certificate properly completed and duly executed.  The date on which payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which
the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment
in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall
be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute
the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to
constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next
succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened,
and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the
date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under
no duty to deliver any certificate for such Warrant Securities.  The Warrant Agent shall deposit all funds received by it
in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the
end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account.  The
Warrant Agent shall promptly confirm such telephone advice to the Company in writing.


 




    	 



    	 



    

 





In the event a holder of a Warrant Certificate
notifies the Warrant Agent of such holder’s intent to utilize a cashless exercise, the Warrant Agent will promptly notify
the Company, and if such cashless exercise is permitted in accordance with the terms of the Warrant Certificate, the Company will
calculate the number of Warrant Securities to be issued to the Holder and provide the Transfer Agent with issuance instructions
pertaining to such exercise, upon which the Warrant Agent shall issue Warrant Securities to the holder in accordance with the provisions
of this Section 2.3.




 


(b)            The
Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities
with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise,
and (iv) such other information as the Company shall reasonably require.


 


(c)            As
soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant
Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered
in such name or names as may be directed by such holder.  If fewer than all of the Warrants evidenced by such Warrant Certificate
are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver,
a new Warrant Certificate evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(d)            The
Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is due.


 


(e)            Prior
to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date
keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise
of the Warrants.


  


ARTICLE 3


OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF


WARRANT CERTIFICATES


 


3.1  No Rights as Warrant Securityholder
Conferred by Warrants or Warrant Certificates.  No Warrant Certificate or Warrant evidenced thereby shall entitle the
holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the
payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent
expressly set forth in this Agreement or the applicable Warrant Certificate.


 


3.2  Lost, Stolen, Mutilated or
Destroyed Warrant Certificates.  Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the ownership
of and the loss, theft, destruction or mutilation of any Warrant Certificate and/or indemnity reasonably satisfactory to the Warrant
Agent and the Company and, in the case of mutilation, upon surrender of the mutilated Warrant Certificate to the Warrant Agent
for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign
and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate
of the same tenor and evidencing Warrants for a like number of Warrant Securities.  Upon the issuance of any new Warrant Certificate
under this Section 3.2, the Company may require (i) a surety bond in customary amount in the event of a lost certificate
and (ii) the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith.  Every substitute Warrant
Certificate executed and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate
shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered hereunder.  The provisions of this Section 3.2
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated,
lost, stolen or destroyed Warrant Certificates.


 


3.3  Holder of Warrant Certificate
May Enforce Rights.  Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without
the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company suitable to enforce, or otherwise in respect of, such holder’s right to exercise the Warrants
evidenced by such holder’s Warrant Certificate in the manner provided in such holder’s Warrant Certificate and in this
Agreement.


 




    	 



    	 



    

 


3.4  Adjustments.


 


(a)          
     In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced and the number
of Warrant Securities purchasable under the Warrants shall be proportionately increased.  Conversely, in case the outstanding
shares of Common Stock of the Company shall be combined into a smaller number of shares, the Warrant Price in effect immediately
prior to such combination shall be proportionately increased and the number of Warrant Securities purchasable under the Warrants
shall be proportionately decreased.


  


(b)        
       If at any time or from time to time the holders of Common Stock (or any shares of stock
or other securities at the time receivable upon the exercise of the Warrants) shall have received or become entitled to receive,
without payment therefore:


 


(i)            Common
Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable
for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend
or other distribution;


 


(ii)            any
cash paid or payable otherwise than as a cash dividend paid or payable out of the Company’s current or retained earnings;


 


(iii)            any
evidence of the Company’s indebtedness or rights to subscribe for or purchase the Company’s indebtedness; or


 


(iv)            Common
Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination
of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect
of which shall be covered by the terms of Section 3.4(a) above), then and in each such case, the holder of each Warrant
shall, upon the exercise of the Warrant, be entitled to receive, in addition to the number of Warrant Securities receivable thereupon,
and without payment of any additional consideration therefore, the amount of stock and other securities and property (including
cash and indebtedness or rights to subscribe for or purchase indebtedness) which such holder would hold on the date of such exercise
had he been the holder of record of such Warrant Securities as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other securities and property.


 


(c)           
     In case of (i) any reclassification, capital reorganization, or change in the Common Stock of
the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 3.4(a) or Section
3.4(b) above), (ii) any share exchange, merger or similar transaction of the Company with or into another person or
entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving
corporation and which does not result in any change in the Common Stock other than the issuance of additional shares of
Common Stock) or (iii) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties
and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a
condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the holders of the Warrants, so that the holders of the Warrants shall
have the right at any time prior to the expiration of the Warrants to purchase, at a total price equal to that payable upon
the exercise of the Warrants, the kind and amount of shares of stock and other securities and property receivable in
connection with such Reorganization Event by a holder of the same number of Warrant Securities as were purchasable by the
holders of the Warrants immediately prior to such Reorganization Event.  In any such case appropriate provisions shall
be made with respect to the rights and interests of the holders of the Warrants so that the provisions hereof shall
thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise of
the Warrants, and appropriate adjustments shall be made to the Warrant Price payable hereunder provided the aggregate
purchase price shall remain the same.  In the case of any transaction described in clauses (ii) and (iii) above, the
Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated.  Such successor or
assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or
all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and
deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Securities upon exercise of the
Warrants.  All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as
the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants
had been issued at the date of the execution hereof In any case of any such Reorganization Event, such changes in phraseology
and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate.  The Warrant
Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with
the provisions of this Section 3.4.


 




    	 



    	 



    

 


(d)              
 The Company may, at its option, at any time until the Expiration Date, reduce the then current Warrant Price to any amount
deemed appropriate by the Board of Directors of the Company for any period not exceeding twenty consecutive days (as evidenced
in a resolution adopted by such Board of Directors), but only upon giving the notices required by Section 3.5 at least ten
days prior to taking such action.


 


(e)             
   No fractional Warrant Securities shall be issued upon the exercise of Warrants.  If more than one Warrant
shall be exercised at one time by the same holder, the number of full Warrant Securities which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of Warrant Securities purchased pursuant to the Warrants so exercised. 
Instead of any fractional Warrant Security which would otherwise be issuable upon exercise of any Warrant, the Company shall round
up to the next whole share.


 


(f)           
    Whenever the Warrant Price then in effect is adjusted as herein provided, the Company shall mail to each
holder of the Warrants at such holder’s address as it shall appear on the books of the Company a statement setting forth
the adjusted Warrant Price then and thereafter effective under the provisions hereof, together with the facts, in reasonable detail,
upon which such adjustment is based.


 


3.5  Notice To Warrantholders. 
In case the Company shall (a) effect any dividend or distribution described in Section 3.4(b), (b) effect any Reorganization
Event, (c) make any distribution on or in respect of the Common Stock in connection with the dissolution, liquidation or winding
up of the Company, or (d) reduce the then current Warrant Price pursuant to Section 3.4(d), then the Company shall mail
to each holder of Warrants at such holder’s address as it shall appear on the books of the Warrant Agent, at least ten days
prior to the applicable date hereinafter specified, a notice stating (x) the record date for such dividend or distribution, or,
if a record is not to be taken, the date as of which the holders of record of Common Stock that will be entitled to such dividend
or distribution are to be determined, (y) the date on which such Reorganization Event, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities or other property deliverable upon such Reorganization Event, dissolution,
liquidation or winding up, or (z) the first date on which the then current Warrant Price shall be reduced pursuant to Section
3.4(d).  No failure to mail such notice nor any defect therein or in the mailing thereof shall affect any such transaction
or any adjustment in the Warrant Price required by Section 3.4. If the Company shall effectuate a call of the Warrants,
then the Warrant Agent shall mail a Call Notice (as defined in the Warrant Certificate) to each holder of Warrants at such holder’s
address as it shall appear on the books of the Warrant Agent.


  


ARTICLE 4


EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1  Exchange and Transfer of Warrant
Certificates.  Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates evidencing Warrants
may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered
in whole or in part; provided that such other Warrant Certificates evidence Warrants for the same aggregate number of Warrant
Securities as the Warrant Certificates so surrendered.  The Warrant Agent shall keep, at its corporate trust office, books
in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration
of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.  No service
charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment
of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such
exchange or registration of transfer.  Whenever any Warrant Certificates are so surrendered for exchange or registration of
transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto
a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested.  The Warrant Agent
shall not be required to affect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate
evidencing a Warrant for a fraction of a Warrant Security or a number of Warrants for a whole number of Warrant Securities and
a fraction of a Warrant Security.  All Warrant Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under
this Agreement as the Warrant Certificate surrendered for such exchange or registration of transfer.


 




    	 



    	 



    

 


4.2  Treatment of Holders of Warrant
Certificates.  The Company, the Warrant Agent and all other persons may treat the registered holder of a Warrant Certificate
as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.


 


4.3  Cancellation of Warrant Certificates. 
Any Warrant Certificate surrendered for exchange, registration of transfer or exercise of the Warrants evidenced thereby shall,
if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu thereof.  The Warrant Agent shall
deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.


 


ARTICLE 5


CONCERNING THE WARRANT AGENT


 


5.1  Warrant Agent.  The
Company hereby appoints __________ as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates upon
the terms and subject to the conditions herein set forth, and __________ hereby accepts such appointment.  The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such further powers
and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it.  All of the terms and
provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.


  


5.2  Conditions of Warrant Agent’s
Obligations.  The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including
the following to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:


 


(a)            
    Compensation and Indemnification.  The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct
by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent.  The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad
faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, including the reasonable costs and expenses of defending against any claim of such liability.


 


(b)           
     Agent for the Company.  In acting under this Warrant Agreement and in connection with
the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship
of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.


 


(c)                
Counsel.  The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company,
and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)             
  Documents.  The Warrant Agent shall be protected and shall incur no liability for or in respect of any
action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)            
    Certain Transactions.  The Warrant Agent, and its officers, directors and employees, may become
the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant
Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder.  Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.


 




    	 



    	 



    

 


(f)             
   No Liability for Interest.  Unless otherwise agreed with the Company, the Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.


 


(g)          
     No Liability for Invalidity.  The Warrant Agent shall have no liability with respect
to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s countersignature
thereon).


 


(h)                No
Responsibility for Representations.  The Warrant Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made
solely by the Company.


  


(i)              
  No Implied Obligations.  The Warrant Agent shall be obligated to perform only such duties as are herein
and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or
the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it.  The Warrant Agent shall not be accountable or under any duty or responsibility for the
use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates.  The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand
upon the Company.


 


5.3  Resignation, Removal and Appointment of Successors.


 


(a)            
    The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that
there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.


 


(b)           
     The Warrant Agent may at any time resign as agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date
shall not be less than three months after the date on which such notice is given unless the Company otherwise agrees.  The
Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of
the Company and specifying such removal and the intended date when it shall become effective.  Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a
bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent.  The obligation of the Company under Section 5.2(a)
shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.


 


(c)           
     In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Warrant Agent or its property or affairs, or shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance
of any such action, or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect
of the Warrant Agent in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall
have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official)
of the Warrant Agent or of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or
of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. 
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.


 




    	 



    	 



    

 


(d)               
Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with
like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled
to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)             
   Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which
the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all
the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 


ARTICLE 6


MISCELLANEOUS


 


6.1  Amendment.  This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision, including
any scrivener’s error, contained herein, or making any other provisions with respect to matters or questions arising under
this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not
materially adversely affect the interests of the holders of the Warrant Certificates.


 


6.2  Notices and Demands to the
Company and Warrant Agent.  If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder
of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.


 


6.3  Addresses.  Any communication
from the Company to the Warrant Agent with respect to this Agreement shall be addressed to __________, Attention: __________ and
any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to uSell.com, Inc., at
its corporate office, Attention: Chief Executive Officer (or such other address as shall be specified in writing by the Warrant
Agent or by the Company), with a copy to: Michael D. Harris, Esq., Nason, Yeager, Gerson, White & Lioce P.A., 1645 Palm
Beach Lakes Blvd., Suite 1200, West Palm Beach, FL 33401.


 


6.4  Governing Law.  This
Agreement and each Warrant Certificate issued hereunder shall be governed by and construed in accordance with the laws of the State
of New York.


 


6.5  Delivery of Prospectus. 
The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements of the Securities Act
of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise,
a Prospectus.  The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or
adequacy of such Prospectus.


 


6.6  Obtaining of Governmental Approvals. 
The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents
and approvals of governmental agencies and authorities and securities act filings under United States Federal and state laws (including
without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933,
as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities
issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.


 




    	 



    	 



    

 


 6.7  Persons Having Rights
under Warrant Agreement.  Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent
and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.


 


6.8  Headings.  The descriptive
headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 


6.9  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.


 


6.10  Inspection of Agreement. 
A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent
for inspection by the holder of any Warrant Certificate.  The Warrant Agent may require such holder to submit his or her Warrant
Certificate for inspection by it.


  


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed all as of the day and year first above written.


 


	 	uSell.com, Inc., as Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	ATTEST:	 
	 	 
	 	COUNTERSIGNED
	 	 
	 	__________, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	ATTEST:	 


 


[SIGNATURE PAGE TO FORM OF COMMON STOCK
WARRANT AGREEMENT]