Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2012, the Board of Directors of Upstream Worldwide, Inc. (the "Company") granted Michael Brachfeld, the Company's Chief Financial Officer, 400,000 stock options exercisable at $0.20 per share. These options vest each calendar quarter over a four year period, with the first vesting date being September 30, 2012, subject to continued employment on the applicable vesting date. Additionally, the Board granted Messrs. Michael Brauser and Sergio Zyman, the Company's Co-Chairmen, each 1,000,000 shares of fully vested common stock. Mr. Zyman was also granted 1,000,000 fully vested stock options exercisable at $0.20 per share.