RIGHTS CERTIFICATE #:	NUMBER OF RIGHTS


 


 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY’S PROSPECTUS


DATED [●], 2012 (THE “PROSPECTUS”)
AND ARE INCORPORATED HEREIN BY REFERENCE.


COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM MASLON EDELMAN BORMAN & BRAND, LLP, COUNSEL TO THE COMPANY.


 


Western
Capital Resources, Inc.


Incorporated under the laws of the State
of Minnesota


 


NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of Common Stock of Western Capital Resources, Inc.


 


Subscription Price: $[●] per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE 5:00 P.M., MINNEAPOLIS TIME,


ON [●], 2012, UNLESS EXTENDED BY THE
COMPANY


 


REGISTERED


OWNER:


 


THIS CERTIFIES THAT the registered owner whose name is
inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above.
Each whole Right entitles the holder thereof to subscribe for and purchase one share of common stock of Western Capital
Resources, Inc., a Minnesota corporation, at a subscription price of $[●] per share (the “Basic Subscription
Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the
conditions set forth in the Prospectus and the “Instructions as to Use of Western Capital Resources, Inc. Subscription
Rights Certificates” accompanying this Subscription Rights Certificate. If any shares of common stock available for
purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic
Subscription Privilege (the “Excess Shares”), any holder of Rights that exercises its Basic Subscription
Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering,
subject to proration, as described in the Prospectus (the “Over- Subscription Privilege”). The Rights represented
by this Subscription Rights Certificate may be exercised by (1) completing Form 1 and any other appropriate forms on the
reverse side hereof and (2) returning this Subscription Rights Certificate together with other applicable
subscription documents and full payment of the subscription price for each share of common stock subscribed for all in
accordance with the “Instructions as to Use of Western Capital Resources, Inc. Subscription Rights Certificates”
accompanying this Subscription Rights Certificate.


 


	This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar:	 	COUNTERSIGNED AND REGISTERED—

CORPORATE STOCK TRANSFER, INC.

(Denver, Colorado), Transfer Agent and Registrar.
	 	 	 
	Witness below the signatures of the duly authorized officers of Western Capital Resources, Inc.	 	 
	 	 	 
	Dated: [●], 2012	 	 
	 	 	AUTHORIZED SIGNATURE


 


	 	 	 
	 	 	 
	Chief Executive Officer and President	 	Chief Financial Officer and
	and Principal Executive Officer	 	Principal Financial and Accounting Officer


 






    	 



    	 	



    
 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


 


Note:
Delivery other than in the manner or to the addresses listed below will not constitute valid delivery:


 


Corporate Stock Transfer, Inc.


3200 Cherry Creek
South Drive, Suite 430


Denver, Colorado 80209


 


PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY.


 


FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to your Basic Subscription
Right, complete lines (a) and (c) below, sign under Form 3 below, and have your signature guaranteed under Form 4. To subscribe
for shares pursuant to your Over-Subscription Right, please also complete line (b) below.


 


(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:


 


	I apply for _____________ shares x	$[●] per share	=  $  	 
	(no. of new shares)	(subscription price)  	 	(amount enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT:


 


If you have exercised your Basic Subscription Rights in full
and wish to subscribe for additional shares:


 


	I apply for _____________ shares x	$[●] per share	=  $  	 
	(no. of new shares)	(subscription price)  	 	(amount enclosed)


 


	(c) TOTAL AMOUNT OF PAYMENT ENCLOSED
    	 	=  $  	 




 


IMPORTANT: Check or bank draft payable to “Corporate
Stock Transfer, Inc., as Subscription Agent.”


 


FORM 2-DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the certificate representing the common stock
you purchase pursuant to your Rights to be delivered to an address different from that shown on the face of this Subscription Rights
Certificate, please enter the alternate address below:


 


	 	 
	 	 


 


FORM 3-SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus
for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions
specified in the Prospectus.


 


	Signature(s): 	 	 	 
	 	 	 	 


 


IMPORTANT: The signature(s) above must correspond with
the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration.


 


FORM 4-SIGNATURE GUARANTEE


 


This Form must be completed if you have completed Form 2.


 


	Signature Guaranteed:	 
	 	(Name of Bank or Firm)
	 	 
	By:	 
	 	 (Signature of Officer)


 


IMPORTANT: The signature(s) should be guaranteed by an
eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved
signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE OF SUBSCRIPTION RIGHTS CERTIFICATES,
CONSULT MASLON EDELMAN BORMAN & BRAND, LLP, COUNSEL TO THE COMPANY, AT (612) 672-8305 (ATTENTION PAUL D. CHESTOVICH, ESQ.).