Exhibit 10.12


FIRST AMENDMENT TO AMENDED AND RESTATED


MANAGEMENT AND ADVISORY AGREEMENT


 


This FIRST AMENDMENT
TO AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT (this “Amendment”), effective as of October 1, 2014
(the “Effective Date”), is by and between Western Capital Resources, Inc., a Minnesota corporation (the “Company”),
and Blackstreet Capital Management, LLC, a Delaware limited liability company (“BCM”).


 


WHEREAS, the
Company and BCM are parties to that certain Amended and Restated Management and Advisory Agreement dated as of June 21, 2012 (the
“Original Agreement”), pursuant to which, among other things, the Company retained BCM to provide certain management
and advisory services to the Company.


 


WHEREAS, subject
to the terms and conditions of this Amendment, the parties desire to amend the Original Agreement and acknowledge the waiver by
BCM of certain fees owing to it under the Original Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.          Amendment
to Section 2(a). Section 2(a) of the Original Agreement is hereby deleted in its entirety and restated as follows:


 


(a)          Management
Fees.


 


			



		(i)	to pay to BCM (or an affiliate of BCM designated by it)
annual management fees equal to the greater of (1) $330,750 per annum (increasing 5% per year) (the “Base Fee”)
or (2) 5% of EBITDA (defined below) per annum (the “EBITDA-Based Fee”) in exchange for the services provided
to the Company by BCM, as more fully described in Section 1 of this Agreement, with such fee being payable by the Company
in accordance with Section 2(a)(ii) by ACH or wire transfer of immediately available funds. As used herein, “EBITDA”
shall mean the Company’s net income plus net interest expense plus taxes, depreciation and amortization plus
any fees payable hereunder plus any fees payable to any member of the Company’s board of directors plus
any one-time and/or non-recurring expenses and any non-cash items.



 


		(ii)	Payment of the fees set forth in Section 2(a)(i) above
shall be made as follows:



 


		(A)	During the period commencing October 1, 2014 and ending
December 31, 2015 (the “Initial Period”):



 




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		(1)	Prior to the first day of each month, BCM will invoice
the Company for the one-twelfth (1/12th) of the Base Fee (the “Monthly Base Fee”) and the Company
shall immediately pay such Monthly Base Fee amounts to BCM.



 


		(2)	As soon as the monthly financial reports (and EBITDA
information) for any month during the Initial Period are available (approximately 30-45 days after the end of such month), BCM
shall determine whether (1) five percent (5%) of the Company’s EBITDA for such month (the “Monthly EBITDA-Based
Fee”) was greater or less than the applicable Monthly Base Fee and the amount of such difference and (2) the Company’s
projected consolidated EBITDA for the subsequent twelve (12) month period would result in BCM earning the Base Fee or the EBITDA-Based
Fee for such twelve (12) month period.



		 	 



		(3)	If, as a result of the foregoing, the Monthly EBITDA-Based
Fee is greater than the Monthly Base Fee previously paid by the Company (i.e. pursuant to Section 2(a)(ii)(A)(1)), BCM shall issue
and invoice to the Company for an amount equal to the amount by which the Monthly EBITDA-Based Fee exceeds the Monthly Base Fee
for such month and the Company shall immediately pay such invoiced amounts less any unapplied credits issued pursuant to Section
2(a)(ii)(A)(4) to BCM.



		 	 



		(4)	If, as a result of the foregoing, (a) the Monthly Base
Fee previously paid by the Company (i.e. pursuant to Section 2(a)(ii)(A)(1)) is greater than the Monthly EBITDA-Based Fee and
(b) the Company’s projected consolidated EBITDA for the subsequent twelve (12) month period would result in BCM earning
the EBITDA-Based Fee for such twelve (12) month period, then BCM shall issue an invoice to the Company reflecting a credit
equal to the amount by which the Monthly Base Fee exceeds the Monthly EBITDA-Based Fee for such month



 


		(B)	Once the monthly financial information for the month
ending October 31, 2015 is completed, the parties will conduct a reconciliation of the total amount of fees received by BCM during
the twelve (12) month period ending October 31, 2015 compared to the amount of fees BCM would have been entitled to for such twelve
(12) month period (as determined pursuant to Section 2(a)(i) above). If the fees received are greater than or less than what BCM
would have otherwise been entitled to for such twelve (12) month period, then (i) BCM shall pay to the Company or be issued
a credit equal to any excess amounts received by BCM and (ii) the Company shall pay to BCM or be issued a credit equal to
any shortfall in amounts paid to BCM.



 




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		(C)	Once the monthly financial information for the month
ending December 31, 2015 is completed, the parties will conduct a reconciliation of the total amount of fees received by BCM during
the twelve (12) month period ending December 31, 2015 compared to the amount of fees BCM would have been entitled to for such
twelve (12) month period (as determined pursuant to Section 2(a)(i) above). If the fees received are greater than or less than
what BCM would have otherwise been entitled to for such twelve (12) month period, then (i) BCM shall pay to the Company or
be issued a credit equal to any excess amounts received by BCM and (ii) the Company shall pay to BCM or be issued a credit
equal to any shortfall in amounts paid to BCM.



 


		(D)	During the period commencing January 1, 2016 and thereafter,
for each calendar year, BCM shall invoice (and the Company shall pay) (1) the Monthly Base Fee prior to each month, and (2) at
the end of each calendar year (and once the financial results for such period are available), the amount, if any, by which the
EBIDTA-Based Fee exceeds the Base Fee for such calendar year.



 


2.          Limited
Waiver. As a result of the transaction recently consummated pursuant to that certain Agreement and Plan of Merger dated as
of August 29, 2014, among the Company, WCRS Acquisition Co., LLC and BC Alpha Holdings II, LLC, BCM was entitled, pursuant to Section
2(c) of the Original Agreement, to a fee from the Company in the amount of $400,000 payable at the closing of such transaction
as well as a $60,000 per annum increase to the management fees paid to BCM pursuant to Section 2(a) of the Original Agreement.
BCM hereby waives such fees solely as related to the above-referenced transaction. Such waiver shall not constitute a waiver of
any right of BCM to charge such fees in connection with any subsequent transaction and, the Company reaffirms its agreements set
forth in Section 7 of the Original Agreement.


 


3.          No
Further Amendment. Except as expressly amended hereby, all of the terms, conditions and provisions of the Original Agreement
shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment
to any other term or condition of the Original Agreement or any of the documents referred to therein.


 


4.          Effect
of Amendment. This Amendment shall form part of the Original Agreement for all purposes, and each party thereto and hereto
shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Original Agreement
shall be deemed a reference to the Original Agreement as amended hereby.


 


5.          Construction.
Capitalized terms used but not defined herein shall have the meaning set forth in the Original Agreement.


 


6.          Counterparts,
Facsimile Signature. This Amendment may be executed in any number of counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. This Amendment will become effective when duly executed
and delivered by each party hereto. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery
(i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.


 




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7.          Governing
Law. This Amendment, the rights of the parties in whole or in part under or in connection herewith, will be governed by and
construed in accordance with the domestic substantive laws of the State of Maryland, without giving effect to any choice or conflict
of law provision or rule that would cause the application of the laws of any other jurisdiction.


 


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IN WITNESS WHEREOF,
the parties have executed this First Amendment to Amended and Restated Management and Advisory Agreement effective as of the date
first above written.


 


	 	WESTERN CAPITAL RESOURCES, INC.,
	 	a Minnesota corporation
	 	 	 
	 	By: 	 
	 	Name: 	John Quandahl
	 	Title:   	President
	 	Date Signed: 	 
	 	 	 
	 	BLACKSTREET CAPITAL MANAGEMENT, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: 	Murry N. Gunty
	 	Title: 	Manager
	 	Date Signed: 	 


 








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