Exhibit 10.1

WESTERN CAPITAL RESOURCES, INC.

a Minnesota corporation

2015 STOCK INCENTIVE PLAN

(FEBRUARY 6, 2015)

WESTERN CAPITAL RESOURCES, INC.

2015 STOCK INCENTIVE PLAN

1.           Purpose . The purpose of the 2015 Stock Incentive Plan (the “ Plan ”) of Western Capital Resources, Inc., a Minnesota corporation (the “ Company ”), is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“ Incentives ”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities to purchase or receive shares of common stock, no par value per share, of the Company (“ Common Stock ”) or other incentive awards on terms determined under this Plan.

2.           Administration . The Plan shall be administered by the Board of Directors of the Company (the “ Board of Directors ”) or by a stock option or compensation committee of the Board of Directors (the “ Committee ,” which term is used throughout this Plan to refer to either the Board of Directors or a Committee—whichever is administering the Plan from time to time hereunder). If administered by a committee of the Board of Directors, the Committee shall consist of not less than two directors of the Company and shall be appointed from time to time by the Board of Directors. During any time period during which the Company has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (including the regulations thereunder, the “ 1934 Act ”), each member of the Committee shall be (a) a “non-employee director” within the meaning of Rule 16b-3 of the 1934 Act (a “ Non-Employee Director ”), and (b) an “outside director” within the meaning of Section 162(m) under the Internal Revenue Code of 1986 and the regulations promulgated thereunder (collectively, the “ Code ”). The Committee shall have complete authority to award Incentives under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee’s decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is no stock option or compensation committee, the term “Committee,” as used in the Plan, shall refer to the Board of Directors as a whole.

3.           Eligible Participants . Officers of the Company, employees of the Company or its subsidiaries, members of the Board of Directors, and consultants or other independent contractors who provide services to the Company or its subsidiaries shall be eligible to receive Incentives under the Plan when designated by the Committee. Participants may be designated individually or by groups or categories (for example, by pay grade) as the Committee deems appropriate. Participation by officers of the Company or its subsidiaries and any performance objectives relating to such officers must be approved by the Committee. Participation by others and any performance objectives relating to others may be approved by groups or categories (for example, by pay grade) and authority to designate participants who are not officers and to set or modify such targets may be delegated.

4.           Types of Incentives . Incentives under the Plan may be granted in any one or a combination of the following forms: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights (“ SARs ”); (c) stock awards; (d) restricted stock; (e) restricted stock units; and (f) performance shares. Subject to the specific limitations provided in this Plan, payment of Incentives may be in the form of cash, Common Stock or combinations thereof as the Committee shall determine, and with such other restrictions as it may impose.

5.           Shares Subject to the Plan .

5.1.           Number of Shares . Subject to adjustment as provided in Section 9.6, the number of shares of Common Stock issuable under the Plan shall not exceed 100,000 shares of Common Stock. Shares of Common Stock issued under the Plan or subject to outstanding Incentives will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. Any shares of Common Stock subject to SARs granted under this Plan shall be counted in full against the above-indicated share limit, regardless of the number of shares of Common Stock actually issued upon the exercise of such SARs.

5.2.           Cancellation . If any Incentive granted hereunder (including without limitation any stock option, SAR or restricted stock unit) expires or is terminated or canceled unexercised as to any shares of Common Stock, such shares may again be issued under the Plan either pursuant to stock options, SARs, restricted stock units, or otherwise. If shares of Common Stock are issued pursuant to a stock award, as restricted stock, or as performance shares) and thereafter are forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such forfeited and reacquired shares may again be issued under the Plan, either pursuant to a stock award, as restricted stock, as performance shares, or otherwise. The Committee may also determine to cancel, and agree to the cancellation of, Incentives in order to make a participant eligible for the grant of an Incentive at a lower exercise price than the Incentive to be canceled.

5.3.           Type of Common Stock . Common Stock issued under the Plan in connection with Incentives may be authorized and unissued shares or, if so designated by the Committee, may be treasury stock.

5.4.           Limitation on Certain Grants . No person shall receive grants of stock options and SARs under the Plan that exceed, in the aggregate, 100,000 shares of Common Stock during any one fiscal year of the Company.

6.           Stock Options . A stock option is a right to purchase shares of Common Stock from the Company. Each stock option granted by the Committee under this Plan shall be subject to the following terms and conditions:

6.1.           Price . The option price per share shall be determined by the Committee, subject to adjustment under Section 9.6.

6.2.           Number . The number of shares of Common Stock subject to a stock option shall be determined by the Committee, subject to adjustment as provided in Section 9.6. The number of shares of Common Stock subject to a stock option shall be reduced in the same proportion that the holder thereof exercises an SAR if any SAR is granted in conjunction with or related to the stock option.

6.3.           Duration and Time for Exercise . Subject to earlier termination as provided in Section 9.3, the term of each stock option shall be determined by the Committee but shall not exceed ten years and one day from the Grant Date, as that term is defined in Section 9.15 below. Each stock option shall become exercisable at such time or times during its term as shall be determined by the Committee at the time of grant. The Committee may accelerate the exercisability of any stock option. Subject to the first sentence of this paragraph, the Committee may extend the term of any stock option to the extent provided in Section 9.4.

6.4.           Manner of Exercise . A stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common Stock to be purchased and accompanied by the full purchase price for such shares. The option price shall be payable: (a) in United States dollars upon exercise of the option and may be paid by cash, uncertified or certified check or bank draft; (b) unless otherwise provided in the option agreement, by delivery of shares of Common Stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value on the date such option is exercised; or (c) unless otherwise provided in the option agreement, by instructing the Company to withhold from the shares of Common Stock issuable upon exercise of the stock option shares of Common Stock in payment of all or any part of the exercise price and/or any related withholding tax obligations consistent with Section 9.8, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Committee. Prior to the issuance of shares of Common Stock upon the exercise of a stock option, a participant shall have no rights as a shareholder.

6.5.           Incentive Stock Options . Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as “ Incentive Stock Options ,” as such term is defined in Code Section 422:

(a)          The aggregate Fair Market Value (determined as of the time the option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable (i.e., vested) for the first time by any participant during any calendar year (under all of the Company’s plans) shall not exceed $100,000. The determination will be made by taking Incentive Stock Options into account in the order in which they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.

(b)          Any option agreement for an Incentive Stock Option under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the options as Incentive Stock Options.

(c)          All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by Board of Directors or the date this Plan was approved by the shareholders.

(d)          Unless sooner exercised, all Incentive Stock Options shall expire no later than ten years after the Grant Date.

(e)          The option price for Incentive Stock Options shall be not less than the Fair Market Value of the Common Stock subject to the option on the Grant Date.

(f)          If Incentive Stock Options are granted to any participant who, at the time such option is granted, would own (within the meaning of Code Section 422) stock possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary corporation, (i) the option price for such Incentive Stock Options shall be not less than 110% of the Fair Market Value of the Common Stock subject to the option on the Grant Date and (ii) such Incentive Stock Options shall expire no later than five years after the Grant Date.

7.           Stock Appreciation Rights . An SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, the amount of which is determined pursuant to the formula set forth in Section 7.5. An SAR may be granted (a) with respect to any stock option granted under this Plan, either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. Each SAR granted by the Committee under this Plan shall be subject to the following terms and conditions:

7.1.           Price . The exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee, subject to adjustment under Section 9.6. Notwithstanding the foregoing sentence, except as permitted under Section 9.16, the exercise price per share shall not be less than the Fair Market Value of the Common Stock on the Grant Date unless the SAR satisfies the provisions of Code Section 409A.

7.2.           Number . Each SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject to adjustment as provided in Section 9.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR relates shall be reduced in the same proportion that the holder of the option exercises the related stock option. Notwithstanding the foregoing, the limitation on grants under Section 5.4 shall apply to grants of SARs under the Plan

7.3.           Duration . Subject to earlier termination as provided in Section 9.3, the term of each SAR shall be determined by the Committee but shall not exceed ten years and one day from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion accelerate the exercisability of any SAR. Subject to the first sentence of this paragraph, the Committee may extend the term of any SAR to the extent provided in Section 9.4.

7.4.           Exercise . An SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant to Section 7.5.

7.5.           Issuance of Shares Upon Exercise . The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall be determined by dividing:

(a)          the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount of the appreciation in such shares (for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option, the purchase price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant, subject to adjustment under Section 9.6); by

(b)          the Fair Market Value of a share of Common Stock on the exercise date.

No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise.

8.           Stock Awards and Restricted Stock . A stock award consists of the transfer by the Company to a participant of shares of Common Stock, without other payment therefor, as additional compensation for services to the Company. A share of restricted stock consists of shares of Common Stock which are sold or transferred by the Company to a participant at a price, if any, determined by the Committee and subject to restrictions on their sale or other transfer by the participant. The transfer of Common Stock pursuant to stock awards and the transfer and sale of restricted stock shall be subject to the following terms and conditions:

8.1.           Number of Shares . The number of shares to be transferred or sold by the Company to a participant pursuant to a stock award or as restricted stock shall be determined by the Committee.

8.2.           Sale Price . The Committee shall determine the price, if any, at which shares of restricted stock shall be sold to a participant, which may vary from time to time and among participants and which may be below the Fair Market Value of such shares of Common Stock at the date of sale.

8.3.           Restrictions . All shares of restricted stock transferred or sold by the Company hereunder shall be subject to such restrictions as the Committee may determine, including, without limitation any or all of the following:

(a)          a prohibition against the sale, transfer, pledge or other encumbrance of the shares of restricted stock, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual or more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise);

(b)          a requirement that the holder of shares of restricted stock forfeit, or (in the case of shares sold to a participant) re-sell back to the Company at his or her cost, all or a part of such shares in the event of termination of his or her employment or consulting engagement during any period in which such shares are subject to restrictions; and/or

(c)          such other conditions or restrictions as the Committee may deem advisable.

8.4.           Restrictions . In order to enforce the restrictions imposed by the Committee pursuant to Section 8.3, the participant receiving restricted stock shall enter into an agreement with the Company setting forth the conditions of the grant. Shares of restricted stock shall be registered in the name of the participant and deposited, together with a stock power endorsed in blank, with the Company. Each such certificate shall bear a legend that refers to the Plan and the restrictions imposed under the applicable agreement. The Committee may provide that no certificates representing restricted stock be issued until the restriction period is completed.

8.5.           End of Restrictions . Subject to Section 9.5, at the end of any time period during which the shares of restricted stock are subject to forfeiture and restrictions on transfer, such shares will be delivered free of all restrictions to the participant or to the participant’s legal representative, beneficiary or heir.

8.6.           Rights of Holders of Restricted Stock . Subject to the terms and conditions of the Plan and subject further to the terms and conditions of each written agreement evidencing an Incentive, each participant receiving restricted stock shall have all the rights of a shareholder with respect to shares of stock during any period in which such shares are subject to forfeiture and restrictions on transfer, including without limitation, the right to vote such shares.

9.           General Provisions .

9.1.           Effective Date . The Plan will become effective upon the date of approval by the Board of Directors (the “ Effective Date ”).

9.2.           Duration . The Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in connection with their issuance under the Plan have lapsed. No Incentives may be granted under the Plan after the tenth anniversary of the Effective Date of the Plan.

9.3.           Non-Transferability of Incentives . No stock option, SAR, restricted stock or stock award may be transferred, pledged or assigned by the holder thereof (except, in the event of the holder’s death, by will or the laws of descent and distribution to the limited extent provided in the Plan or the Incentive, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder), and the Company shall not be required to recognize any attempted assignment of such rights by any participant. Notwithstanding the preceding sentence, stock options may be transferred by the holder thereof to the holder’s spouse, children, grandchildren or parents (collectively, the “ Family Members ”), to trusts for the benefit of Family Members, to partnerships or limited liability companies in which Family Members are the only partners or shareholders, or to entities exempt from federal income taxation pursuant to Code Section 501(c)(3). During a participant’s lifetime, a stock option may be exercised only by him or her, by his or her guardian or legal representative or by the transferees permitted by this Section 9.3.

9.4.           Effect of Termination or Death . If a participant ceases to be an employee of or consultant to the Company for any reason, including death or disability, any Incentives may be exercised or shall expire at such times as may be set forth in the agreement, if any, applicable to the Incentive, or otherwise as determined by the Committee; provided, however, the term of an Incentive may not be extended beyond the term originally prescribed when the Incentive was granted, unless the Incentive satisfies (or is amended to satisfy) the requirements of Code Section 409A; and provided further that the term of an Incentive may not be extended beyond the maximum term permitted under this Plan.

9.5.           Restrictions under Securities Laws . Notwithstanding anything in this Plan to the contrary: (a) the Company may, if it shall determine it necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant to any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

9.6.           Adjustment . In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the number of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and the other numbers of shares of Common Stock provided in the Plan, shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the purchase price of any option, the performance objectives of any Incentive, and the shares of Common Stock issuable pursuant to any Incentive shall be adjusted as and to the extent appropriate, in the discretion of the Committee, to provide participants with the same relative rights before and after such adjustment.

9.7.           Incentive Plans and Agreements . Except in the case of stock awards, the terms of each Incentive shall be stated in a plan or agreement approved by the Committee. The Committee may also determine to enter into agreements with holders of options to reclassify or convert certain outstanding options, within the terms of the Plan, as Incentive Stock Options or as non-statutory stock options and in order to eliminate SARs with respect to all or part of such options and any other previously issued options. The Committee shall communicate the key terms of each award to the participant promptly after the Committee approves the grant of such award.

9.8.           Withholding .

(a)          The Company shall have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes required by law to be withheld. At any time when a participant is required to pay to the Company an amount required to be withheld under applicable income tax laws in connection with a distribution of Common Stock or upon exercise of an option or SAR or upon vesting of restricted stock, the participant may satisfy this obligation in whole or in part by electing (the “ Election ”) to have the Company withhold, from the distribution or from such shares of restricted stock, shares of Common Stock having a value up to the minimum amount of withholding taxes required to be collected on the transaction. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“ Tax Date ”).

(b)          Each Election must be made before the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Incentive that the right to make Elections shall not apply to such Incentive. An Election is irrevocable.

9.9.           No Continued Employment, Engagement or Right to Corporate Assets . No participant under the Plan shall have any right, because of his or her participation, to continue in the employ of the Company or any of its subsidiaries for any period of time or to any right to continue his or her present or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an employee, a consultant, such persons’ beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

9.10.          Payments Under Incentives . Payment of cash or distribution of any shares of Common Stock to which a participant is entitled under any Incentive shall be made as provided in the Incentive. Except as permitted under Section 9.16, payments and distributions may not be deferred under any Incentive unless the deferral complies with the requirements of Code Section 409A.

9.11.          Amendment of the Plan . The Board of Directors may amend or discontinue the Plan at any time. Nevertheless, no such amendment or discontinuance shall adversely change or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment shall, without approval of the shareholders of the Company, (a) increase the maximum number of shares of Common Stock which may be issued to all participants under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan, (c) change the class of persons eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing to participants under the Plan.

9.12.          Amendment of Agreements for Incentives . Except as otherwise provided in this Section 9.12, the terms of an existing Incentive may be amended by agreement between the Committee and the participant. Notwithstanding the foregoing sentence, in the case of a stock option or SAR, except as permitted under Section 9.16, no such amendment shall: (a) extend the term of the Incentive, except as provided in Section 9.4; nor (b) reduce the exercise price per share below the Fair Market Value of the Common Stock on the date the Incentive was granted, unless, in either case, the amendment complies with the requirements of Code Section 409A.

9.13.          Sale, Merger, Exchange or Liquidation . Unless otherwise provided in the agreement for an Incentive, in the event of (i) an acquisition of the Company through the sale of all or substantially all of the Company’s assets or (ii) a change in control of at least a majority of the issued and outstanding voting securities of the Company through a merger, exchange, reorganization or liquidation of the Company or a similar event, all as determined by the Committee in its sole discretion (collectively, any of the transactions described in clauses (i) and (ii) are referred to as a “ Sale Transaction ”), the Committee shall be authorized, in its sole discretion, to take any and all action it deems equitable under the circumstances, including but not limited to any one or more of the following:

(a)          the Committee may provide that the Plan and all Incentives shall terminate and the holders of (i) all outstanding vested options shall receive, in lieu of any shares of Common Stock they would be entitled to receive under such options, such stock, securities or assets, including cash, as would have been paid to such participants if their options had been exercised and such participant had received Common Stock immediately before such Sale Transaction (with appropriate adjustment for the exercise price, if any), (ii) SARs that entitle the participant to receive Common Stock shall receive, in lieu of any shares of Common Stock each participant was entitled to receive as of the date of the Sale Transaction pursuant to the terms of such Incentive, if any, such stock, securities or assets, including cash, as would have been paid to such participant if such Common Stock had been issued to and held by the participant immediately before such Sale Transaction, and (iii) any Incentive under this Agreement which does not entitle the participant to receive Common Stock shall be equitably treated as determined by the Committee;

(b)          the Committee may provide that participants holding outstanding vested Common Stock-based Incentives shall receive, with respect to each share of Common Stock issuable pursuant to such Incentives as of the effective date of any such Sale Transaction, at the determination of the Committee, cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the Fair Market Value of such Common Stock (determined as of any date within ten days before the effective date of such Sale Transaction, which date shall be selected by the Committee) over the option price or other amount owed by a participant, if any, and that such Incentives shall be cancelled, including the cancellation without consideration of all options that have an exercise price below the per-share value of the consideration received by the Company in the Sale Transaction; or

(c)          the Committee may provide that the Plan (or replacement plan) shall continue with respect to Incentives not cancelled or terminated as of the effective date of such Sale Transaction and provide to participants holding such Incentives the right to earn their respective Incentives on the same or a substantially equivalent basis (taking into account the Sale Transaction and the number of shares or other equity issued by such successor entity) with respect to the equity of the entity succeeding the Company by reason of such Sale Transaction.

The Board of Directors may restrict the rights of participants or the applicability of this Section 9.13 to the extent necessary to comply with Section 16(b) of the 1934 Act, the Code or any other applicable law or regulation. The grant of an Incentive award pursuant to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

9.14.          Definition of Fair Market Value . For purposes of this Plan, the “ Fair Market Value ” of a share of Common Stock at a specified date shall, unless otherwise expressly provided in this Plan, be the amount which the Committee determines in good faith to be 100% of the fair market value of such a share as of the date in question. Notwithstanding the foregoing:

(a)          If such shares are listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the last sale price of a share of Common Stock on such U.S. securities exchange on the applicable date. If such U.S. securities exchange is closed for trading on such date, or if the Common Stock does not trade on such date, then the last sale price used shall be the one on the date the Common Stock last traded on such U.S. securities exchange.

(b)          If such shares are publicly traded but are not listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the trading price of a share of Common Stock on such date (or, if the applicable market is closed on such date, the last date on which the Common Stock was publicly traded), by a method consistently applied by the Committee.

(c)          If such shares are not publicly traded, then the Committee’s determination will be based upon a good faith valuation of the Company’s Common Stock as of such date, which shall be based upon such factors as the Committee deems appropriate. The valuation shall be accomplished in a manner that complies with Code Section 409A and shall be consistently applied to Incentives under the Plan.

9.15.          Definition of Grant Date . For purposes of this Plan, the “ Grant Date ” of an Incentive shall be the date on which the Committee approved the award (or, if applicable, the date on which the Committee otherwise approved as the Grant Date for the award) or, if later, the date on which (a) the participant is no longer able to negotiate the terms of the award and (b) it is expected that the key terms of the award will be communicated within a relatively short period of time.

9.16.          Compliance with Code Section 409A . The Plan and the agreement for each Incentive shall be interpreted and administered so as to be exempt from the requirements of Code Section 409A or to comply with such requirements. Notwithstanding the foregoing, Incentives may be awarded or amended in a manner that does not comply with Code Section 409A, but only if and to the extent that the Committee specifically provides in written resolutions that the Incentive or amendment is not intended to comply with Code Section 409A.

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of February 9, 2015, by and between Western Capital Resources, Inc., a Minnesota corporation (“Company”), and Angel Donchev, a resident of the District of Columbia (“Employee”).

BACKGROUND

A.           The Company desires to employ Employee to assist the Company by rendering services on the terms and conditions provided in this Agreement.

B.           Employee desires to render services for the Company as provided herein. Employee will not start working for Company until this Agreement has been signed.

C.           The success of the Company depends, to a significant extent, upon the Company maintaining the secrecy of its proprietary information.

D.           While employed by the Company, Employee will be entrusted with certain of its most sensitive information. Employee recognizes that it is important that the Company protect its rights with respect to its confidential information. For the Company’s legitimate protection, Employee is now willing to make several promises to the Company that reasonably restrict Employee’s activities after Employee is no longer employed by the Company, and Employee acknowledges and agrees that Employee is receiving adequate and valuable consideration for making those promises and entering into this Agreement.

E.           Prior to entering into this Agreement, Employee has had sufficient time to consider the Company’s offer and its terms, including the restrictive covenants contained in this Agreement. Employee enters into this Agreement voluntarily, without coercion or duress. Employee has had the opportunity to consult with legal counsel of Employee’s choice prior to entering into this Agreement.

NOW, THEREFORE, in consideration of the above premises and the terms and conditions below, the Company and Employee understand and agree as follows:

AGREEMENT

1.           Employment .

a.            Term . The Company hereby employs Employee, and Employee hereby accepts such employment, for a term commencing as of February 9, 2015 and continuing thereafter for a three-year period through the close of business on February 8, 2018, unless sooner terminated in accordance with the provisions of Section 5 (the “Term”).

b.            Position and Duties . Employee shall serve as the Chief Investment Officer of the Company, and Employee’s primary duties and responsibilities in such capacity shall include sourcing deals, leading due-diligence investigations, performing financial evaluations and models, integrating acquired businesses, assisting with any required financing, strategic planning and modeling, and other duties as may be assigned to Employee by the Chief Executive Officer of the Company. Employee will duly, loyally and diligently perform all the duties, responsibilities and requirements to the Company in a timely and proficient manner during Employee’s employment. Employee shall be based out of Washington D.C., and shall not be required to relocate for the Term of this Agreement.

c.            Permitted Activities . Notwithstanding Employee’s duties and obligations described herein, the parties wish to make it clear that Employee may: (i) serve on industry, trade, civic or charitable boards or committees; as well as continue to serve on the boards of directors of Swift Spinning, Inc. and AlphaGraphics, Inc.; (ii) engage in charitable activities and community affairs; and (iii) manage his own personal investments, including but not limited to real estate, as long as none of the above such activities materially interfere with the performance of Employee’s duties and responsibilities.

2.           Employee’s Compensation and Benefits .

a.            Base Salary . Employee will receive a gross annualized base salary of $235,000, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing. The base salary shall be payable in a manner that is consistent with the Company’s ordinary payroll practices.

b.            Bonus . Employee will be eligible to receive an annual bonus with an initial target of $200,000 as determined in the sole discretion of the Board of Directors, and based on the acquisition model attached hereto as Exhibit A .

c.            Stock Options . Upon the execution of this Agreement, Employee will receive a qualified option (incentive stock option) to purchase 65,000 shares of the Company’s common stock (the “Option”) at an exercise price of $6.00 per share. The Option shall vest as follows: 22,000 shares of the Option will vest on the close of business on February 8, 2016, 21,000 shares of the Option will vest on the close of business on February 8, 2017, and the remaining 22,000 shares of the Option will vest on the close of business on February 8, 2018. The Option will be evidenced and governed by the terms of a Stock Option Agreement, in the form attached hereto as Exhibit B , to be executed and delivered by the parties contemporaneously with this Agreement or as soon as reasonably practicable thereafter. The Option will be issued under, and governed by the terms of, a new stock incentive plan to be adopted by the Board of Directors concurrently herewith. The Company will take such actions as are necessary to cause such plan to be approved by its shareholders within the 12-month period after its adoption by the Board of Directors, so as to ensure compliance with the incentive stock option requirements of Section 422 of the Internal Revenue Code of 1986, as amended.

d.            Health Insurance . Employee and his immediate family members will be entitled to participate in the Company’s health insurance plan that the Company offers to employees on the terms and conditions governing such plan.

e.            Vacation . Employee is eligible to take up to four weeks of paid vacation days in each calendar year. Any vacation time not taken by Employee during the calendar year may not be carried forward into any succeeding calendar year.

f.             Expense Reimbursement . Employer shall promptly reimburse Employee for reasonable out-of-pocket expenses incurred on behalf of Employer by Employee in connection with the performance of Employee’s duties hereunder, including but not limited to monthly cellular phone bills, Internet service provider bills, printer and office supplies and business travel-related expenses. Employee shall endeavor to book flights in advance and stay in reasonably priced hotels.

3.           Company Property . Employee understands that during Employee’s employment with the Company, Employee will be provided with, use and/or possess Company property. Company property includes but is not limited to internal memoranda, records, forms, computer programs, contacts, phone numbers, customer lists, customer data or information, and other proprietary information pertaining to the Company’s business. Upon termination of Employee’s employment or upon the written request of the Company, Employee shall promptly return all Company property to the Company in good condition. Employee agrees not to retain, download, divert or transfer in any manner any files, documents, information or other data that are the property of the Company. Employee will not retain any copies or reproductions of records, documents, data or other tangible items of Company.

4.           Nondisclosure of Confidential Information .

a.            Definition . For purposes of this Agreement, “Confidential Information” means any and all sensitive, confidential, proprietary and trade secret information concerning or relating to the Company, including any information which derives independent economic value from not being generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Examples of Confidential Information which are not to be disclosed or used except as required by Employee’s employment with the Company or as expressly authorized in writing by the Company include, but are not limited to, the following: (i) information concerning actual or potential customers, including their identities, contact information, financial information concerning their actual or prospective business operations, identity and quantity of products or services provided by the Company, any unpublished written materials furnished by or about them to the Company, pricing information relating to products, services and materials the Company provides to customers, customer cost information, and other customer information, data, and documents; (ii) information encompassed in all proposals, marketing and sales plans, financial information, processes and methods by which products or services are provided, information relating to the cost and pricing of the Company of labor and materials provided to customers, and all methods, concepts, know-how or ideas in or related to the business of the Company; and (iii) information concerning the Company’s ownership, management, financial condition, financial operations, business activities or practices, sales activities, marketing activities or plans, research and development, pricing practices, legal matters, and strategic business plans including acquisitions. Failure to mark any of the Confidential Information as confidential will not affects its status as Confidential Information.

b.            Confidential Information . Employee shall keep confidential and not disclose to anyone or use, either during or after Employee’s employment with the Company, any Confidential Information of the Company except as required by Employee’s employment with the Company or as expressly authorized in writing by the Company. The contractual obligations contained herein shall be in addition to any and all obligations of confidentiality imposed by law. The obligations of this Section shall continue in full force and effect for three years after the termination of this Agreement and the termination of Employee’s employment with the Company.

c.            Exceptions . The foregoing obligations of confidentiality shall not apply to any information that is generally known outside the Company or readily ascertainable by proper means (for purposes hereof, “proper means” does not include obtaining information by means of court order or subpoena or other judicial or administrative means) or that hereafter becomes generally known outside of the Company through no fault of Employee or by the Company’s voluntary disclosure. Confidential Information is not considered to be generally known or readily ascertainable because such has been disseminated subject to an obligation to keep such information confidential.

d.            Ownership and Use of Confidential Information . Employee acknowledges that the Company shall at all times be and remain the owner of all Confidential Information disclosed to and acquired by Employee during Employee’s employment with the Company. Employee acknowledges that Employee may use Confidential Information only for the limited purposes for which it was disclosed under this Agreement and Employee’s employment with the Company. Employee shall use Employee’s best efforts to preserve the confidentiality of such Confidential Information. Employee agrees not to remove from the premises of the Company or the sites at which Employee works, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Company, any document or object containing or reflecting Confidential Information. Employee recognizes that all such documents and objects are the sole and exclusive property of the Company and Employee shall safeguard such information and property against disclosure, theft or damage.

e.            Return of Confidential Information . Upon termination of employment or at such earlier time as the Company may request in writing, Employee shall immediately return to the Company all Confidential Information and shall not retain copies of such Confidential Information.

5.           Termination . Employee’s employment will terminate prior to the end of the Term in any of the following circumstances:

a.            Resignation . Employee may terminate Employee’s employment upon at least 30 days’ advance written notice for any reason. In the Company’s sole discretion, the Company may relieve Employee of Employee’s duties and responsibilities any time during the notice period while continuing to provide Employee with Employee’s pay and benefits through the last day of the notice period.

b.            Death . Employee’s employment will automatically terminate upon Employee’s death.

c.            Disability . The Company may terminate Employee’s employment due to disability, meaning that Employee has a physical or mental impairment that substantially limits one or more major life activities and is such that Employee, even with reasonable accommodations, cannot perform the essential functions of Employee’s position.

6.           Indemnity . The Company will indemnify, defend and hold harmless the Employee, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by Employee in connection with any action, suit or proceeding (including reasonable attorneys’ fees) to which Employee may be made a party by reason of Employee’s employment with Company or of any subsidiary or affiliate of the Company. Employee shall also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future.

7.           Notices . All notices or other communications hereunder will be in writing and will be deemed given on (i) the day given in person, (ii) the next business day if sent by nationally recognized overnight delivery service to the party at the address set forth below or to such other addresses as will be specified by notice to the other party hereunder, or (iii) the next business day if sent by email or facsimile transmission with electronic confirmation obtained:

If to the Company:

John Quandahl

Chief Executive Officer

Western Capital Resources, Inc.

11550 I Street, Suite 150

Telephone Number: (402) 551-8888

Fax Number: (402) 733-8545

Email: johnq@wcrimail.com

If to Employee:

Angel Donchev

2410 17th Street NW, Apartment 308

Washington, D.C. 20009

Telephone Number: (202) 531-2021

Fax Number: (240) 223-1331

Email: angel@donchev.com

8.           Reasonableness of Restrictions . Employee agrees that the restrictions set forth in this Agreement are reasonable and do not unduly restrict Employee’s post-employment activities.

9.           Employee’s Representations . Employee hereby represents and certifies that Employee is not subject to any other agreement or restrictive covenant that Employee violates by entering into employment with the Company. Further, Employee represents that no conflict of interest or breach of Employee’s fiduciary duties will result by entering into employment with and performing duties for the Company. Employee further agrees and certifies that Employee will not use or disclose to the Company any confidential, proprietary or trade secret information belonging to another individual or entity which may not properly be used or disclosed by Employee to the Company. Notwithstanding the above, the Company acknowledges that Employee was previously an employee of Blackstreet Capital Management, LLC (“BCM”) and is party to various agreements with BCM and its affiliates. For the avoidance of doubt, Employee’s employment with BCM shall terminate on February 8, 2015, but any remaining agreements related to investments and carried interest in BCM, its affiliated funds, their general partners, and/or operating companies shall stay in place. The Company also acknowledges that Employee is a shareholder of Ladary Inc., an entity which currently leases two properties to the Company or its subsidiaries.

10.          Remedies . The Company and Employee agree and acknowledge that a violation of this Agreement will cause irreparable harm and damage to the Company which may not be compensated by the receipt of money damages. Thus, in addition to any other relief afforded by law, including damages sustained by a breach of this Agreement and without any necessity of proof of actual damage, the Company will have the right to enforce this Agreement by specific remedies, which will include, among other things, temporary and permanent injunctions to stop the breach, threatened breach, or anticipated breach of this Agreement, it being the understanding of the parties that both damages and injunctions will be proper modes of relief and are not to be considered as alternative remedies. With regard to any proceeding filed or brought by any of the parties against another party, the “prevailing party,” as defined below, shall be entitled to recover all of its reasonable costs and expenses incurred in connection with such dispute, including expenses, court costs, witness fees and legal and accounting fees. The term “prevailing party” means that party whose position is substantially upheld in a final and non-appealable judgment rendered in such proceeding.

11.          Entire Agreement . This is the entire agreement between the parties with respect to the matters addressed herein. There are no other agreements, written or verbal, between the parties concerning these matters.

12.          Amendments . This Agreement may be amended or supplemented only in writing and signed by both the Employee and by a duly authorized representative of the Company.

13.          Governing Law and Venue . The validity, enforceability, construction and interpretation of this Agreement shall be governed by the laws of the State of Nebraska without regard to its conflicts-of-law principles. Any dispute arising out of or related to this Agreement, or any breach or alleged breach hereof, shall be exclusively decided by a state or federal court in the State of Nebraska. Employee irrevocably waives Employee’s right, if any, to have any disputes between Employee and the Company arising out of or related to this Agreement decided in any jurisdiction or venue other than a court in the State of Nebraska, Douglas County. Employee hereby (a) waives any objection that Employee might have now or hereafter to the foregoing jurisdiction and venue of any such litigation, action or proceeding, (b) irrevocably submits to the exclusive jurisdiction of any such court set forth above in any such litigation, action or proceeding, and (c) waives any claim or defense of inconvenient forum.

14.          Blue Pencil Doctrine . In the event that any one or more of the provisions of this Agreement or any application thereof, shall be found to be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions and any application thereof, shall not in any way be affected or impaired thereby. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement shall, where possible, be interpreted so as to sustain their legality and enforceability.

15.          Successors and Assigns . The Company may assign this Agreement to, and this Agreement will bind and inure to the benefit of, any parent, subsidiary, affiliate or successor of the Company. Employee will execute any agreement necessary or appropriate for this Agreement to be assigned to the assignee. This Agreement will not be assignable by Employee.

16.          Survival of Provisions . The provisions of this Agreement relating to Employee’s confidentiality obligations, set forth in Sections 4 and 10, will survive the termination of this Agreement and/or Employee’s employment with the Company and will remain in full force and effect for three years thereafter.

17.          Counterparts; Delivery . This Agreement may be executed in any number of counterparts, and each such counterpart hereof will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement. Valid and binding signatures to this Agreement may be delivered by electronic transmission, such as facsimile and .PDF.

18.          No Waiver . No term or condition of this Agreement will be deemed to have been waived nor shall there be any estoppel to enforce any provision hereof, except by a written instrument executed by the party charged with waiver or estoppel. A party’s delay, waiver or failure to enforce any of the terms of this Agreement or any similar agreement in one instance shall not constitute a waiver of its rights hereunder with respect to other violations of this or any other agreement.

* * * * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first stated above.

Exhibit 10.3

WESTERN CAPITAL RESOURCES, INC.

STOCK OPTION AGREEMENT

This Stock Option Agreement (this “ Agreement ”) is made and entered into as of February 9, 2015, by and between Mr. Angel Donchev, a resident of Washington, D.C. (“ Optionee ”), and Western Capital Resources, Inc., a Minnesota corporation (the “ Company ”).

BACKGROUND

The Company has adopted the Western Capital Resources, Inc. 2015 Stock Incentive Plan (the “ Plan ”) pursuant to which shares of Company common stock have been reserved for issuance under the Plan. Optionee is a an employee of the Company and will perform substantial work on behalf of the Company, and Optionee and the Company are parties to a written Employment Agreement dated of even date herewith (the “ Employment Agreement ”). As contemplated in the Employment Agreement, the Company desires to provide Optionee an option to purchase certain shares of Company common stock upon the terms and conditions set forth herein. The Company intends that the Option, as defined below, shall be an “incentive stock option” governed by the provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

AGREEMENT

Now, Therefore , the parties hereby agree as follows:

1.           Incorporation of the Plan by Reference . The terms and conditions of the Plan, a copy of which has been earlier delivered to Optionee, are hereby incorporated into this Agreement by this reference. In particular, the provisions of Section 9.13 of the Plan, respecting any sale of the Company, govern the terms and conditions of this Agreement. In the event of any direct conflict or inconsistency between the specific provisions of this Agreement and those of the Plan, the provisions of this Agreement shall govern and control. By its terms, the Plan may be amended subsequent to the date of this Agreement, in which case the Plan as so amended shall continue to be incorporated by reference into this Agreement, and shall govern and control the terms and conditions of this Agreement except in the case of direct conflict or inconsistency.

2.           Grant of Option; Exercise Price . Subject to the terms and conditions herein set forth, the Company hereby irrevocably grants to Optionee, from shares of common stock reserved under the Plan, the right and option (the “ Option ”) to purchase all or any part of an aggregate of 65,000 shares of Company common stock, no par value per share (the “ Shares ”), at the per-Share exercise price of $6.00 (the “ Exercise Price ”), which price is greater than the fair market value of the Company’s common stock on the grant date (i.e., the date of this Agreement) .

3.           Exercisability and Vesting of Option . The Option shall be exercisable only to the extent that all of the Option, or any portion thereof, has vested. Except as provided in Section 4, the Option shall vest, in three near-equal increments annually on each of the three anniversaries following the date of this Agreement, in the manner described below but only for so long as Optionee continues to serve the Company as an employee of the Company or any of its subsidiaries.

Notwithstanding the foregoing vesting schedule, if a “Sale Transaction,” as such term is defined in the Plan, occurs and the Committee exercises its power and right to cause all or any portion of the Option to continue, or to be replaced under Section 9.13(c) of the Plan, then the entirety of this Option will vest immediately upon the earlier of (i) any termination of service by the Company without “cause” (as such term is defined in the Employment Agreement) or (ii) 180 days after the consummation of the Sale Transaction.

4.           Term of Option . To the extent vested, and except as otherwise provided in this Agreement, the Option shall be exercisable for a term of ten years from the date of this Agreement. Nevertheless, this Option may earlier vest or may earlier terminate as set forth in the applicable paragraphs below:

(a)          In the event of a termination of Optionee’s service to the Company or its subsidiaries due to the death or disability of Optionee, then Optionee’s legal representative may thereafter exercise the Option, to the extent then vested, until the earlier of (i) 180 days after the death or disability of Optionee, as applicable, or (2) the expiration of the Option set forth in the first sentence of this Section 4. Any unvested portion of the Option will terminate immediately upon Optionee’s death or disability.

(b)          In the event of a termination of Optionee’s service to the Company or its subsidiaries prior to the expiration of the term of the Employment Agreement but under circumstances not involving or constituting “cause,” as defined in the Employment Agreement, and not involving Optionee’s death or disability, then Optionee may thereafter exercise the Option, to the extent then vested, until the earlier of (i) 180 days after such termination of service, or (2) the expiration of the Option set forth in the first sentence of this Section 4. Any unvested portion of the Option will terminate immediately upon a termination of Optionee’s service in the manner described in this paragraph.

(c)          In the event of a termination of Optionee’s service to the Company or its subsidiaries upon the expiration of the term of the Employment Agreement, that portion of the Option that is vested as of the date of such termination will continue to be exercisable until the expiration of the Option set forth in the first sentence of this Section 4; provided, however, that Optionee understands that treatment of the Option under Section 422 of the Code as an “incentive stock option” will nonetheless require Optionee to have exercised the Option on or prior to 90 days after a termination of Optionee’s service in the manner described in this paragraph.

(d)          In the event of a termination of Optionee’s service to the Company or its subsidiaries, during the initial three-year term of employment under the Employment Agreement, due to “cause,” as such term is defined in the Employment Agreement, then the entire unexercised portion of the Option, regardless of whether any portion thereof is then vested (including any portion of the Option that may have vested in connection with a Sale Transaction), will thereupon immediately terminate and be null and void without any further action required on the part of the Company. For the avoidance of doubt, (1) if any portion of the Option shall have vested and been exercised prior to the termination of Optionee’s employment with the Company or its subsidiaries, for any reason, the Company shall not have any right to repurchase or otherwise reacquire the Shares from Optionee, and (2) no termination for “cause” resulting in the termination and forfeiture of this Option may occur under this paragraph (d) at any time after the expiration of the initial three-year term of the Employment Agreement.

5.           Method of Exercising Option . Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold, from the Shares issuable upon exercise of the Option, shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value (less the Exercise Price thereof) or in such other manner as may be authorized from time to time by the Company’s Board of Directors or the board’s Compensation Committee. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable.

6.           Rights of Option Holder . As the holder of the Option, Optionee shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to Optionee upon the due exercise of all or any part of the Option.

7.           Transferability . The Option shall not be transferable except to the extent permitted by Section 9.3 of the Plan.

8.           Optionee Representations . Optionee hereby represents and warrants to the Company that Optionee has reviewed with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement, including the grant of this Option by the Company. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement, including the grant by the Company of the Option. In this regard, Optionee understands that, although this Agreement and the Plan will generally interpreted in order to cause the Option to be treated as an incentive stock option under Section 422 of the Code, the timing of exercise of this Option may affect the availability to Optionee of tax treatment under Section 422 of the Code. Optionee further understands that, as to matters involving an interpretation under the Plan, the Board of Directors of the Company (or an applicable committee thereof) has sole and complete discretionary authority to definitively interpret the Plan, which interpretation shall be final, conclusive and binding upon Optionee.

9.           Securities Law Matters . Optionee acknowledges that the Shares to be received upon any exercise of the Option may not have been registered under the Securities Act of 1933 or the applicable securities laws of any state (collectively, the “ Securities Laws ”). If such Shares shall have not been so registered, Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Laws, sale or any resale of the Shares received by Optionee or to assist Optionee in complying with any exemption from such registration if Optionee should at a later date wish to dispose of the Shares. Optionee acknowledges that, if not then registered under the Securities Laws, any certificates representing the Shares shall bear a legend restricting the transferability thereof in substantially the following form:

The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws. In its discretion, the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company.

10.          Notices . All notices and other communications required under this Agreement will be in writing and will be deemed to have been duly given two days after mailing, via certified mail return-receipt requested, to the applicable party at the following addresses:

Attention: Chief Executive Officer

11550 “I” Street, Suite 150

Omaha, NE 68137

Facsimile: (402) 733-8545

11.          Dispute Resolution .

(a)          The parties will endeavor to resolve any disputes relating to the Agreement through amicable negotiations. Failing an amicable settlement, any controversy, claim or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach of this Agreement, will finally be settled by binding arbitration before a single arbitrator jointly appointed by the parties. The arbitrator will self-administer the arbitration proceedings using the Commercial Rules of the American Arbitration Association (“ AAA ”); provided, however, the AAA shall not be involved in administration of the arbitration. The arbitrator must be a retired judge of a state or federal court of the United States or a licensed lawyer with at least 15 years of corporate or commercial law experience and have at least an AV rating by Martindale Hubbell. If the parties cannot agree on an arbitrator, either party may request a court of competent jurisdiction to appoint an arbitrator, which appointment will be final.

(b)          The arbitration will be held in Omaha, Nebraska. Each party will have discovery rights as provided by the Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that all such discovery will be commenced and concluded within 45 days of the selection of the arbitrator. It is the intent of the parties that any arbitration will be concluded as quickly as reasonably practicable. The arbitrator will use all reasonable efforts to issue the final written report containing award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this section will not be a basis for challenging the award. The arbitrator will not have the authority to award punitive damages to either party. Each party will bear its own expenses, but the parties will share equally the expenses of the arbitration. The arbitrator will award attorneys’ fees and other related costs payable by the losing party to the successful party. This Agreement will be enforceable, and any arbitration award will be final and non-appealable, and judgment thereon may be entered in any court of competent jurisdiction.

12.          General Provisions .

(a)          The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement.

(b)          Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation, other than the parties hereto, any rights or benefits under or by reason of this Agreement.

(c)          Each party agrees to execute such further documents as may be necessary or desirable to effect the purposes of this Agreement.

(d)          This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

(e)          This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Nebraska applicable to contracts executed and to be performed therein, and without regard to any of such state’s conflicts-of-law provisions.

(f)          If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be unaffected thereby and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.

In Witness Whereof , the undersigned have executed this Stock Option Agreement as of the date first written above.

Signature Page – Stock Option Agreement

NOTICE OF EXERCISE

WESTERN CAPITAL RESOURCES, INC.

STOCK OPTION AGREEMENT

(To be signed only upon exercise of stock option)

Pursuant to a Stock Option Agreement dated as of February 9, 2015 (the “Option Agreement”), the undersigned is the holder of an option (the “Option”) to purchase up to 65,000 shares of common stock, no par value per share, of Western Capital Resources, Inc., a Minnesota corporation (the “Company”). In accordance with the terms of the Option Agreement, the undersigned hereby irrevocably elects to exercise the Option with respect to ____________ shares of common stock and to purchase such shares from the Company, and herewith makes payment of $____________ therefor:

The undersigned requests that the certificate(s) for such shares be issued in the name of ______________________________, and be delivered to ______________________________, whose address is set forth below the signature of the undersigned.