usell.com, Inc. (OTCPK:USEL) agreed to acquire BST Distribution, Inc. from Brian Tepfer and Scott Tepfer for $7.11 million in stock on October 23, 2015. In exchange for acquiring 100% of the outstanding stock of BST Distribution, uSell issued the Tepfers 9.4 million shares of uSell common stock or approximately 49% of uSell on a fully-diluted basis, subject to adjustment. In addition, uSell granted the Tepfers certain piggyback registration rights and a right of first refusal to participate in future uSell financings. uSell also created a pool of 0.3 million restricted stock units which can be granted to employees of We Sell designated by the Tepfers. The deal is subject to execution and delivery of Employment Agreements, Management Agreement, Shareholders Agreement, Non-Compete Agreements, Registration Rights Agreement, Assignment of Samsung Litigation, Indemnification Agreement, Certificate of Incorporation of BST has been amended to require a 75% vote of the full Board of Directors, existing loan payable of BST has been paid in full and replaced by a Senior Secured first Lien Term Loan in favor of Senior Health Insurance Company of Pennsylvania. Maureen W. McCarthy of Law Offices of M.W. McCarthy acted as a legal advisor to BST Distribution and Michael D. Harris of Nason, Yeager, Gerson, White & Lioce, P.A acted as a legal advisor to usell.com.

usell.com, Inc. (OTCPK:USEL) complete the acquisition of BST Distribution, Inc. from Brian Tepfer and Scott Tepfer on October 26, 2015.