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Preview Full Doc	2007	Asset Purchase Agreement Asset Purchase Agreement (49K) Doc #2858244: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of May 9, 2007 between DGSE COMPANIES, INC., a Nevada Corporation (the ï¿½Buyerï¿½), Euless Gold & Silver Inc., a Texas corporation (ï¿½Sellerï¿½), and for limited purposes, Teton Technology Inc. (ï¿½Tetonï¿½). Terms not immediately defined herein are defined under Article VIII. W I T N E S S E T H: WHEREAS, Seller is in the business of the sales and marketing of jewelry (the ï¿½Businessï¿½); and WHEREAS, the Buyer wishes to purchase or acquire from Seller, and Seller wishes to sell, assign and transfer to the Buyer, . . . 2858244	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Asset Purchase Agreement: DGSE COMPANIES, INC – Unassociated Document EX-1.0 2 v074607_ex1.htm Exhibit 1.0 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of May 9, 2007 between DGSE COMPANIES, INC ., a Nevada Corporation (the ?Buyer?), Euless Gold & Silver Inc., a Texas corporation (?Seller?), and for limited purposes, Teton Technology Inc. (?Teton?). Terms not immediately defined herein are defined _____________ DGSE COMPANIES, INC – this Agreement to the contrary. [REMAINDER OF PAGE INTENTIONALLY BLANK] Page 16 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. BUYER: DGSE COMPANIES, INC . By: ___________________________________ Name: ___________________________________ Title: ___________________________________ SELLER: EULESS GOLD AND SILVER, INC. By: ___________________________________ Name: ___________________________________ Title: ___________________________________ Page 17 LIST OF EXHIBITS Exhibit A Note Exhibit B Written _____________ dt 1808351
Preview Full Doc	2007	Commercial Loan and Security Agreement Commercial Loan and Security Agreement (17K) Doc #2692910: Click preview link for longer preview. AMENDMENT DATED JANUARY 6, 2007 TO COMMERCIAL LOAN AND SECURITY AGREEMENT THIS AMENDMENT DATED JANUARY 6, 2007 TO COMMERCIAL LOAN AND SECURITY AGREEMENT ("Amendment"), is by and between STANFORD INTERNATIONAL BANK LTD., a company organized under the laws of Antigua (the "Lender") and SUPERIOR GALLERIES, INC., a Delaware corporation ("Borrower"), with reference to the following facts: R E C I T A L S A. Pursuant to a Commercial Loan and . . . 2692910	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Commercial Loan and Security Agreement: DGSE Companies, Inc – stock of the Borrower in connection with the transactions contemplated by that certain Amended and Restated Agreement and Plan of Merger and Reorganization, of even date herewith, by and among DGSE Companies, Inc ., a Nevada corporation, DGSE Merger Corp., a Delaware corporation, the Borrower and the Lender, as stockholder agent (the "Merger Agreement"), shall be deducted from the current outstanding principal balance _____________ dt 1686103 ;	Superior Galleries Superior Galleries Inc
Preview Full Doc	2007	Conversion Agreement Conversion Agreement (19K) Doc #2692908: Click preview link for longer preview. CONVERSION AGREEMENT THIS CONVERSION AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) (the "Company"), and Silvano DiGenova, an individual resident of the State of California ("DiGenova"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in that certain Amended and Restated Agreement and . . . 2692908	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Conversion Agreement: DGSE Companies, Inc – in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made and entered into as of the date hereof (the "Merger Agreement"), by and among the Company, DGSE Companies, Inc ., a Nevada corporation ("Parent"), DGSE Merger Corp., a Nevada corporation ("Merger Sub"), and Stanford International Bank Ltd., a corporation organized under the laws of Antigua and Barbuda (together with _____________ DGSE COMPANIES, INC – executed by their respective authorized signatories as of the date first indicated above. SUPERIOR GALLERIES, INC. By: /s/ Silvano DiGenova ----------------------- Silvano DiGenova Chief Executive Officer SILVANO DIGENOVA -------------------------- ACKNOWLEDGED AND ACCEPTED: DGSE COMPANIES, INC . By: /s/ Dr. L.S. Smith ------------------------------------- Dr. L.S. Smith Chairman and Chief Executive Officer -6- {/TEXT} {/DOCUMENT} _____________ dt 1686101 ;	Superior Galleries Superior Galleries Inc
Preview Full Doc	2007	Corporate Governance Agreement Corporate Governance Agreement (32K) Doc #2692854: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors and permitted assigns, "SIBL"), and (iii) Dr. L.S. Smith, an individual resident of the State of Texas (together with his heirs and . . . 2692854	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Corporate Governance Agreement: DGSE Companies, Inc – OF CORPORATE GOVERNANCE AGREEMENT {TEXT} Exhibit 2.8 CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its _____________ DGSE Companies, Inc – reputable national courier service for overnight delivery; and in each case, addressed to a Party at the following address for such Party: (a) If to DGSE, addressed to it at: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L.S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] -9- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: -------------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD. By: -------------------------------------- James M. Davis Chief Financial Officer DR. L.S. SMITH ----------------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1686095 ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Corporate Governance Agreement: Sheppard, Mullin – S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: (858) 509-3691 Email: JHentrich@sheppardmullin.com (b) If _____________ dt 1686934
Preview Full Doc	2007	Corporate Governance Agreement Corporate Governance Agreement (32K) Doc #2692905: Click preview link for longer preview. CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors and permitted assigns, "SIBL"), and (iii) Dr. L.S. Smith, an individual resident of the State of Texas (together with his heirs and . . . 2692905	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Corporate Governance Agreement: DGSE Companies, Inc – CORPORATE GOVERNANCE AGREEMENT {TEXT} {PAGE} Exhibit 2.8 CORPORATE GOVERNANCE AGREEMENT THIS CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its _____________ DGSE Companies, Inc – reputable national courier service for overnight delivery; and in each case, addressed to a Party at the following address for such Party: (a) If to DGSE, addressed to it at: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L.S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] -9- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: -------------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD. By: -------------------------------------- James M. Davis Chief Financial Officer DR. L.S. SMITH ----------------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1686100 ; Superior Galleries Superior Galleries Inc ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Corporate Governance Agreement: Sheppard, Mullin – S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: (858) 509-3691 Email: JHentrich@sheppardmullin.com (b) If _____________ dt 1686937
Preview Full Doc	2007	Employment Agreement Employment Agreement (35K) Doc #2891455: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement is entered into and effective as of May 30, 2007 (the ï¿½Effective Dateï¿½) by and between DGSE Companies, Inc. (formerly Dallas Gold & Silver Exchange, Inc.), a Nevada corporation (the ï¿½Companyï¿½) and Dr. L.S. Smith, an executive employee of Company (ï¿½Executiveï¿½) (collectively, the ï¿½Partiesï¿½). Whereas, prior to the Effective Date hereof, Executive was employed by Company as its Chief Executive Officer and Chairman of the Board pursuant to an Amended and Restated Employment Agreement dated July 1, 1997 between Dallas Gold & . . . 2891455	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Employment Agreement: DGSE Companies, Inc – 3 v077103_ex99-6.htm EMPLOYMENT AGREEMENT - L.S. SMITH EMPLOYMENT AGREEMENT This Employment Agreement is entered into and effective as of May 30, 2007 (the ?Effective Date?) by and between DGSE Companies, Inc . (formerly Dallas Gold & Silver Exchange, Inc.), a Nevada corporation (the ?Company?) and Dr. L.S. Smith, an executive employee of Company (?Executive?) (collectively, the ?Parties?). Whereas, prior to _____________ DGSE Companies, Inc – about June 25, 2001, the shareholders of Dallas Gold & Silver Exchange, Inc. voted to authorize amendment of its articles of incorporation to change the name of the Company to DGSE Companies, Inc .; Whereas, the Company desires to continue to employ Executive as its Chief Executive Officer and Chairman of the Board in order to provide the necessary leadership and senior management _____________ DGSE Companies, Inc – registered mail, return receipt requested and postage prepaid, (iii) sent via a nationally recognized overnight courier or (iv) sent via facsimile confirmed in writing as follows: If to the Company: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75084 Attention: President Page 8 If to Executive: Dr. L.S. Smith [Omitted] or to such other address or addresses as either party shall _____________ DGSE Companies, Inc – original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above. DGSE Companies, Inc . By: ________________________________ James Benson Chief Financial Officer ________________________________ Dr. L.S. Smith Page 10 _____________ dt 1808354
Preview Full Doc	2007	Employment Agreement Employment Agreement (33K) Doc #2891456: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement is entered into and effective as of May 30, 2007 (the ï¿½Effective Dateï¿½) by and between DGSE Companies, Inc. (formerly Dallas Gold & Silver Exchange, Inc.), a Nevada corporation (the ï¿½Companyï¿½) and William H. Oyster, an executive employee of Company (ï¿½Executiveï¿½) (collectively, the ï¿½Partiesï¿½). Whereas, prior to the Effective Date hereof, Executive was employed by Company as its President and Chief Operating Officer; Whereas, on or about June 25, 2001, the shareholders of Dallas Gold & Silver Exchange, Inc. voted to . . . 2891456	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Employment Agreement: DGSE Companies, Inc – 4 v077103_ex99-7.htm EMPLOYMENT AGREEMENT - W.H. OYSTER EMPLOYMENT AGREEMENT This Employment Agreement is entered into and effective as of May 30, 2007 (the ?Effective Date?) by and between DGSE Companies, Inc . (formerly Dallas Gold & Silver Exchange, Inc.), a Nevada corporation (the ?Company?) and William H. Oyster, an executive employee of Company (?Executive?) (collectively, the ?Parties?). Whereas, prior to the _____________ DGSE Companies, Inc – about June 25, 2001, the shareholders of Dallas Gold & Silver Exchange, Inc. voted to authorize amendment of its articles of incorporation to change the name of the Company to DGSE Companies, Inc .; Whereas, the Company desires to continue to employ Executive as its President and Chief Operating Officer in order to provide the necessary leadership and senior management skills that are _____________ DGSE Companies, Inc – registered mail, return receipt requested and postage prepaid, (iii) sent via a nationally recognized overnight courier or (iv) sent via facsimile confirmed in writing as follows: If to the Company: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75084 Attention: Chief Executive Officer If to Executive: William H. Oyster [Omitted] or to such other address or addresses as either party shall have _____________ DGSE Companies, Inc – all of which together shall constitute one and the same instrument. Page 11 IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above. DGSE Companies, Inc . By: ________________________________ Dr. L.S. Smith Chairman and Chief Executive Officer ________________________________ William H. Oyster Page 12 _____________ dt 1808355
Preview Full Doc	2007	Escrow Agreement Escrow Agreement (51K) Doc #2692848: Click preview link for longer preview. ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda, as agent and representative for the stockholders of Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) ("Superior") listed from . . . 2692848	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Escrow Agreement: DGSE Companies, Inc – DESCRIPTION}FORM OF ESCROW AGREEMENT {TEXT} Exhibit 2.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda, as agent and _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK] -12- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: ---------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD., as Stockholder Agent By: ---------------------------------- James M. Davis Chief Financial Officer [ ESCROW AGENT ] By: ---------------------------------- Name: Title: -13- {PAGE} _____________ DGSE COMPANIES, INC – OTHER ESCROW PROVISIONS SET FORTH IN: (1) AN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, MADE AND ENTERED INTO AS OF JANUARY __, 2007, BY AND AMONG DGSE COMPANIES, INC ., DGSE MERGER CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK, LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE "STOCKHOLDER AGENT"); AND (2) AN ESCROW AGREEMENT, _____________ DGSE COMPANIES, INC – CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK, LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE "STOCKHOLDER AGENT"); AND (2) AN ESCROW AGREEMENT, BY AND AMONG DGSE COMPANIES, INC ., [ESCROW AGENT], AS ESCROW AGENT, AND THE STOCKHOLDER AGENT, MADE AND ENTERED INTO AS OF __________ __, 2007. COPIES OF THE AFORESAID AGREEMENTS ARE ON FILE AT THE PRINCIPAL _____________ DGSE COMPANIES, INC – AGENT], AS ESCROW AGENT, AND THE STOCKHOLDER AGENT, MADE AND ENTERED INTO AS OF __________ __, 2007. COPIES OF THE AFORESAID AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF DGSE COMPANIES, INC . AND SHALL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST. {/TEXT} {/DOCUMENT} _____________ dt 1686093
Preview Full Doc	2007	Escrow Agreement Escrow Agreement (50K) Doc #2692899: Click preview link for longer preview. ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda, as agent and representative for the stockholders of Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) ("Superior") listed from . . . 2692899	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Escrow Agreement: DGSE Companies, Inc – FORM OF ESCROW AGREEMENT {TEXT} {PAGE} Exhibit 2.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of ___________ ____, 2007 (this "Agreement"), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, "DGSE"), (ii) Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda, as agent and _____________ DGSE COMPANIES, INC – PAGE HAS BEEN INTENTIONALLY LEFT BLANK] -12- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: ---------------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK, LTD., as Stockholder Agent By: ---------------------------------- James M. Davis Chief Financial Officer [ ESCROW AGENT ] By: ---------------------------------- Name: Title: -13- {PAGE} _____________ DGSE COMPANIES, INC – OTHER ESCROW PROVISIONS SET FORTH IN: (1) AN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, MADE AND ENTERED INTO AS OF JANUARY __, 2007, BY AND AMONG DGSE COMPANIES, INC ., DGSE MERGER CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK, LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE "STOCKHOLDER AGENT"); AND (2) AN ESCROW AGREEMENT, _____________ DGSE COMPANIES, INC – CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK, LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE "STOCKHOLDER AGENT"); AND (2) AN ESCROW AGREEMENT, BY AND AMONG DGSE COMPANIES, INC ., [ESCROW AGENT], AS ESCROW AGENT, AND THE STOCKHOLDER AGENT, MADE AND ENTERED INTO AS OF __________ __, 2007. COPIES OF THE AFORESAID AGREEMENTS ARE ON FILE AT THE PRINCIPAL _____________ DGSE COMPANIES, INC – AGENT], AS ESCROW AGENT, AND THE STOCKHOLDER AGENT, MADE AND ENTERED INTO AS OF __________ __, 2007. COPIES OF THE AFORESAID AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF DGSE COMPANIES, INC . AND SHALL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST. {/TEXT} {/DOCUMENT} _____________ dt 1686098 ;	Superior Galleries Superior Galleries Inc
Preview Full Doc	2007	Escrow Agreement Escrow Agreement (47K) Doc #2891454: Click preview link for longer preview. ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of May 30, 2007 (this ï¿½Agreementï¿½), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with its successors and permitted assigns, ï¿½DGSEï¿½), (ii) Stanford International Bank Ltd., a company organized under the laws of Antigua and Barbuda, as agent and representative for the Stockholders (as defined below) of Superior (as defined below) (in such capacity, together with any successors in such capacity, the ï¿½Stockholder Agentï¿½), and (iii) American Stock Transfer & Trust Company, a New . . . 2891454	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Escrow Agreement: DGSE Companies, Inc – EX-99.3 2 v077103_ex99-3.htm ESCROW AGREEMENT ESCROW AGREEMENT THIS ESCROW AGREEMENT is made and entered into as of May 30, 2007 (this ?Agreement?), by and among (i) DGSE Companies, Inc ., a Nevada corporation (together with its successors and permitted assigns, ?DGSE?), (ii) Stanford International Bank Ltd., a company organized under the laws of Antigua and Barbuda, as agent and _____________ DGSE Companies, Inc – delivery to a reputable national courier service for overnight delivery; and in each case, addressed to a party at the following address: (a) If to DGSE, addressed to it at: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L.S. Smith Facsimile: Email: with a copy (which shall not constitute notice and which shall not be required for effective _____________ DGSE COMPANIES, INC – OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. DGSE COMPANIES, INC . By: ________________________________________________ Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK LTD., as Stockholder Agent By: ________________________________________________ James M. Davis Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST _____________ DGSE COMPANIES, INC – OTHER ESCROW PROVISIONS SET FORTH IN: (1) AN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, MADE AND ENTERED INTO AS OF JANUARY 6, 2007, BY AND AMONG DGSE COMPANIES, INC ., DGSE MERGER CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE ?STOCKHOLDER AGENT?); AND (2) AN ESCROW AGREEMENT, _____________ DGSE COMPANIES, INC – CORP., SUPERIOR GALLERIES, INC., AND STANFORD INTERNATIONAL BANK LTD., AS STOCKHOLDER AGENT (TOGETHER WITH ITS SUCCESSOR IN SUCH CAPACITY, THE ?STOCKHOLDER AGENT?); AND (2) AN ESCROW AGREEMENT, BY AND AMONG DGSE COMPANIES, INC ., AMERICAN STOCK TRANSFER & TRUST COMPANY, AS ESCROW AGENT, AND THE STOCKHOLDER AGENT, MADE AND ENTERED INTO AS OF MAY 30, 2007. COPIES OF THE AFORESAID AGREEMENTS ARE ON _____________ dt 1808353
Preview Full Doc	2007	Executive Employment Agreement Executive Employment Agreement (9K) Doc #2891457: Click preview link for longer preview. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (ï¿½Agreementï¿½) is made and effective this May 30, 2007, by and between DGSE Companies, Inc (ï¿½Companyï¿½) and John Benson (ï¿½Executiveï¿½). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment. Company hereby agrees to initially employ Executive as its Chief Financial Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular employees of Company. In the event of any conflict or ambiguity between the terms of this . . . 2891457	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Executive Employment Agreement: DGSE Companies, Inc – EX-99.8 5 v077103_ex99-8.htm EMPLOYMENT AGREEMENT - J.BENSON EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made and effective this May 30, 2007, by and between DGSE Companies, Inc (?Company?) and John Benson (?Executive?). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment. Company hereby agrees to initially employ Executive as its Chief Financial Officer and Executive _____________ DGSE Companies, Inc – it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services; If to Company: DGSE Companies, Inc 2817 Forest Lane Dallas, Texas 75234 Attention: President If to Executive: John Benson [Omitted] 7. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the _____________ DGSE Companies, Inc – been included. [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ] 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. DGSE Companies, Inc By: ________________________________ ________________________________ Dr. L.S. Smith John Benson Chairman & Chief Executive Officer 5 _____________ dt 1808356
Preview Full Doc	2003	Loan and Security Agreement Loan and Security Agreement (83K) Doc #926080: Click preview link for longer preview. This Loan and Security Agreement (this "Agreement") is executed by and between First American Bank, SSB, a state savings bank ("Lender"), and DGSE Companies, Inc., a Nevada corporation ("Borrower"), as of November 22, 2002. Lender and Borrower hereby agree as follows: ARTICLE I - DEFINITIONS Section 1.1 Definitions. When used in this Agreement, the capitalized terms set forth below shall have the definitions assigned to such terms below: "Account Debtor" means a Person who is obligated . . . 926080	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Loan and Security Agreement: DGSE Companies, Inc – TEXT> EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (this "Agreement") is executed by and between First American Bank, SSB, a state savings bank ("Lender"), and DGSE Companies, Inc ., a Nevada corporation ("Borrower"), as of November 22, 2002. Lender and Borrower hereby agree as follows: ARTICLE I - DEFINITIONS Section 1.1 Definitions. When used in this Agreement, the _____________ DGSE Companies, Inc – to any party shall be sent to such party at the following addresses, or any other address of which all the other parties are notified in writing. If to Borrower: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attention: John Benson Facsimile No.: (972) 241-0646 LOAN AND SECURITY AGREEMENT - Page 22 --------------------------- If to Lender: 8401 North Central Expressway, Suite _____________ DGSE Companies, Inc – CONTRADICTED BY LOAN AND SECURITY AGREEMENT - Page 24 --------------------------- EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: DGSE Companies, Inc . By: ----------------------------------------- William Oyster, President LENDER: FIRST AMERICAN BANK, SSB By: ---------------------------------------- Matthew J. Malone, Vice President LOAN AND SECURITY AGREEMENT - Page 25 --------------------------- EXHIBITS AND SCHEDULES EXHIBIT A FORM OF _____________ dt 1331203
Preview Full Doc	2007	Management Agreement Management Agreement (42K) Doc #2692859: Click preview link for longer preview. MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Merger Corp., a Delaware corporation ("DGSE"), and Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) ("Superior"). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made . . . 2692859	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Management Agreement: DGSE Companies Inc – ascribed thereto in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made and entered into as of the date hereof (the "Merger Agreement"), by and among DGSE Companies Inc ., a Nevada corporation ("Parent"), DGSE, Superior and Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors, "Stanford"). R E C _____________ dt 1686097 ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Management Agreement: Sheppard, Mullin – 75234 Attn: Dr. L.S. Smith Facsimile: [omitted] Email: [omitted] with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: [omitted] Email: [omitted] If to Superior, addressed to it _____________ dt 1686935
Preview Full Doc	2007	Management Agreement Management Agreement (42K) Doc #2692909: Click preview link for longer preview. MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Merger Corp., a Delaware corporation ("DGSE"), and Superior Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) ("Superior"). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made . . . 2692909	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Management Agreement: DGSE Companies Inc – ascribed thereto in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made and entered into as of the date hereof (the "Merger Agreement"), by and among DGSE Companies Inc ., a Nevada corporation ("Parent"), DGSE, Superior and Stanford International Bank, Ltd., a company organized under the laws of Antigua and Barbuda (together with its successors, "Stanford"). R E C _____________ dt 1686102 ; Superior Galleries Superior Galleries Inc ;	Sheppard Mullin Sheppard, Mullin, Richter & Hampton ( Legal ) As referenced in this Management Agreement: Sheppard, Mullin – 75234 Attn: Dr. L.S. Smith Facsimile: [omitted] Email: [omitted] with a copy (which shall not constitute notice and which shall not be required for delivery to be effective) to: Sheppard, Mullin , Richter & Hampton LLP 12275 El Camino Real, Suite 200 San Diego, California 92130-2006 Attn: John J. Hentrich, Esq. Facsimile: [omitted] Email: [omitted] If to Superior, addressed to it _____________ dt 1686938
Full Doc	2007	Note Exchange Agreement Note Exchange Agreement (19K) Doc #2692851: This document is immediately available for purchase, but does not have a preview available for viewing. 2692851	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures )
Preview Full Doc	2007	Option Agreement Option Agreement (9K) Doc #2891453: Click preview link for longer preview. THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OPTION AGREEMENT THIS OPTION AGREEMENT (Agreement) is entered into as of ____________, 200__ between Dr. L.S. Smith( ï¿½Optioneeï¿½) and DGSE Companies, Inc., a Nevada Corporation (the ï¿½Companyï¿½) with reference to the following facts: A. In consideration for Optionee providing . . . 2891453	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Option Agreement: DGSE Companies, Inc – SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OPTION AGREEMENT THIS OPTION AGREEMENT (Agreement) is entered into as of ____________, 200__ between Dr. L.S. Smith( ?Optionee?) and DGSE Companies, Inc ., a Nevada Corporation (the ?Company?) with reference to the following facts: A. In consideration for Optionee providing certain services between Optionee and the Company the Company desires to grant _____________ DGSE Companies, Inc – or (c) upon the third business day following mailing, if deposited in the United States Mail, certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Company: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Chief Financial Officer Fax: (972) 241-0646 If to Optionee: Dr. L.S. Smith [omitted] Either party may change its or his _____________ DGSE Companies, Inc – and are not to be used in construing or interpreting this Agreement. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. DGSE Companies, Inc . By Its Optionee By: Its: _____________ dt 1808352
Full Doc	2007	Option Agreement Option Agreement (12K) Doc #2891464: This document is immediately available for purchase, but does not have a preview available for viewing. 2891464	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures )
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (60K) Doc #2692853: Click preview link for longer preview. DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada corporation (the "Company"), and STANFORD INTERNATIONAL BANK LTD. and its successors ("SIBL") as the proposed purchaser of certain shares of the Company's capital stock. R E C I T A L S . . . 2692853	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Registration Rights Agreement: DGSE COMPANIES, INC – {DOCUMENT} {TYPE}EX-2.7 {SEQUENCE}8 {FILENAME}dgse8kex27010907.txt {DESCRIPTION}FORM OF REGISTRATION RIGHTS AGREEMENT {TEXT} Exhibit 2.7 DGSE COMPANIES, INC . A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada _____________ DGSE COMPANIES, INC – Exhibit 2.7 DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC , a Nevada corporation (the "Company"), and STANFORD INTERNATIONAL BANK LTD. and its successors ("SIBL") as the proposed purchaser of certain shares of the Company's capital stock. R E _____________ DGSE Companies, Inc – thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to each of the other parties hereto. Company: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L. S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net With a copy to: Sheppard, Mullin, Richter & Hampton LLP 12275 _____________ DGSE COMPANIES, INC – HAS BEEN INTENTIONALLY LEFT BLANK ] -14- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, as of the date first written above. DGSE COMPANIES, INC By: ----------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK LTD. By: ----------------------------- James M. Davis Chief Financial Officer -15- {/TEXT} {/DOCUMENT} _____________ dt 1686094
Preview Full Doc	2007	Registration Rights Agreement Registration Rights Agreement (60K) Doc #2692904: Click preview link for longer preview. DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada corporation (the "Company"), and STANFORD INTERNATIONAL BANK LTD. and its successors ("SIBL") as the proposed purchaser of certain shares of the Company's capital stock. R E C I T A L S . . . 2692904	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Registration Rights Agreement: DGSE COMPANIES, INC – {DOCUMENT} {TYPE}EX-2.7 {SEQUENCE}8 {FILENAME}superior_8k-ex0207.txt {DESCRIPTION}REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} Exhibit 2.7 DGSE COMPANIES, INC . A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC, a Nevada _____________ DGSE COMPANIES, INC – Exhibit 2.7 DGSE COMPANIES, INC. A Nevada Corporation REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________ __, 2007 (this "Agreement"), is entered into by and between DGSE COMPANIES, INC , a Nevada corporation (the "Company"), and STANFORD INTERNATIONAL BANK LTD. and its successors ("SIBL") as the proposed purchaser of certain shares of the Company's capital stock. R E _____________ DGSE Companies, Inc – thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to each of the other parties hereto. Company: DGSE Companies, Inc . 2817 Forest Lane Dallas, Texas 75234 Attn: Dr. L. S. Smith Facsimile: (972) 772-3093 Email: LSSmith1@ClassicNet.net With a copy to: Sheppard, Mullin, Richter & Hampton LLP 12275 _____________ DGSE COMPANIES, INC – HAS BEEN INTENTIONALLY LEFT BLANK ] -14- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, as of the date first written above. DGSE COMPANIES, INC By: ----------------------------- Dr. L.S. Smith Chief Executive Officer STANFORD INTERNATIONAL BANK LTD. By: ----------------------------- James M. Davis Chief Financial Officer -15- {/TEXT} {/DOCUMENT} _____________ dt 1686099 ;	Superior Galleries Superior Galleries Inc
Preview Full Doc	2007	Securities Exchange Agreement Securities Exchange Agreement (26K) Doc #2692857: Click preview link for longer preview. SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Companies, Inc., a Nevada corporation (the "Company"), and Silvano DiGenova, an individual resident of the State of California ("DiGenova"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in that certain Amended and Restated Agreement and Plan of Merger and Reorganization, made and entered into as of . . . 2692857	DGSE Companies DGSE Companies, Inc. ( Furniture & Fixtures ) As referenced in this Securities Exchange Agreement: DGSE Companies, Inc – DATED 01/06/07 {TEXT} Exhibit 99.2 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT is made and entered into as of January 6, 2007 (this "Agreement"), by and between DGSE Companies, Inc ., a Nevada corporation (the "Company"), and Silvano DiGenova, an individual resident of the State of California ("DiGenova"). Capitalized terms used but not defined herein shall have the respective meanings _____________ DGSE COMPANIES, INC – LEFT BLANK ] -7- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. DGSE COMPANIES, INC . By: /s/ Dr. L.S. Smith -------------------------------------- Dr. L.S. Smith Chairman and Chief Executive Officer SILVANO DIGENOVA ----------------------------------------- {PAGE} EXHIBIT A FORM OF WARRANT (Attached) {PAGE} SCHEDULE 6 TRANSFEREE OF _____________ dt 1686096

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