Exhibit
10.4


 


EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Western Capital Resources, Inc., a Delaware corporation (the “Company”), and John Quandahl (“Executive”), and entered into on November 22, 2019, effective as of November 1, 2019.

 

INTRODUCTION

 

A.        The Company and its subsidiaries engage in the business of (i) short term consumer finance, including without limitation, payday lending, installment lending, check cashing, money transfers, prepaid credit and debit cards, pawn services and related activities (the “Consumer Finance Business”); (ii) the retail sale of wireless phones, plans and accessories and related activities (the “Wireless Business”); and (iii) direct marketing of roses, plants, seeds, holiday gifts and home restoration products and related activities (the “Consumer Products Business”).

 

B.        The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to ensure that the Company will have the continued dedication and service of Executive, in the roles of the Company’s Chief Executive and Chief Operating Officer, and to obtain the benefit of certain covenants set forth herein; and Executive desires to serve the Company in such roles and provide the Company with such covenants.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, terms, covenants and conditions set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.            Certain Definitions.

 

1.1.      “Code” means the Internal Revenue Code of 1986, as amended, including and succeeding provisions of law and any regulations promulgated by the United States Treasury Department thereunder.

 

1.2.      “Employment Period” means the period during which Company employs the Executive.

 

1.3.      “Good Cause” means any one or more of the following: (a) Executive has committed an act constituting a misdemeanor involving moral turpitude or a felony under the laws of the United States or any state or political subdivision thereof or any other jurisdiction; (b) Executive has committed an act constituting a breach of fiduciary duty, gross negligence or willful misconduct; (c) Executive has engaged in conduct which violates the Company’s then existing internal policies or procedures and which is detrimental to the Company’s business or the reputation, character or standing of the Company or any of its affiliates; (d) Executive has committed an act of fraud, dishonesty or misrepresentation that is detrimental to the Company’s business or the reputation, character or standing of the Company or any of its affiliates; (e) Executive has engaged in a conflict of interest or self-dealing without the prior written approval of the Board; (f) Executive has materially breached his obligations as set forth in this Agreement or has neglected or failed to satisfactorily perform his material duties and responsibilities as chief executive officer of the Company; (g) Executive has become bankrupt or insolvent; or (h) Executive has been repeatedly or continuously absent from the Company without the permission of the Chairman of the Board.


 






     


     


    

 





1.4.       “Good
Reason” means a termination by Executive of Executive’s employment hereunder upon the occurrence of any of the
following events taking place without Executive’s prior written approval: (a) Executive’s demotion from his position
as Chief Executive Officer; (b) the Company’s failure to obtain the assumption of this Agreement by any successor or assign
of the Company that is a purchaser of all or substantially all of the assets of the Company (or that otherwise is a purchaser
of all or substantially all of the Company’s business); or (c) the required relocation of the place at which Executive must
render a majority of his ordinary duties hereunder by more than 60 miles from such current place (i.e., 11550 “I”
Street, Suite 150, Omaha, NE 68137); provided however, that notwithstanding anything to the contrary herein, the Company’s
hiring of a Chief Operating Officer shall not constitute “Good Reason.”


 


2.            Employment
and Duties.


2.1.       The
Company agrees to continue to employ Executive for the Employment Period, and Executive agrees to remain in the employ of the
Company for the Employment Period. The term of this Agreement shall continue until such time as the employment of Executive is
terminated pursuant to Section 7 below.


 


2.2.       The
Company is employing Executive hereunder as the Company’s Chief Executive Officer and Chief Operating Officer. In this regard,
Executive agrees to perform such duties and responsibilities, in good faith and for the exclusive benefit of the Company, as are
prescribed for his office under the Delaware General Corporation Law, the Company’s Bylaws (as may be amended or restated
from time to time), and as otherwise reasonably directed by the Chairman of the Board, to the extent such direction is reasonable
and consistent with the position of a Chief Executive Officer of a corporation.


2.3.       Executive’s
entire business time, attention, energies and skills shall be devoted to the Company and its business; provided, however, that
Executive shall nonetheless be entitled to participate in social, civic or professional associations or engage in passive outside
investment activities which may require a limited portion of time and effort to manage (consistent at all times with Company’s
policies and procedures), so long as such activities do not interfere with the performance of Executive’s duties nor compete,
in any way, with the products or services offered by or through Company.


3.            Compensation.
For services rendered by Executive during the Employment Period, the Company shall compensate Executive as follows:


3.1.       Executive
shall receive an annual base salary of $330,000 (the “Base Salary”) which will be paid in accordance with the
Company’s normal payroll cycle. During the Employment Period, the Board will review the Base Salary no less frequently than
annually and may, in connection with any review, increase Executive’s Base Salary. Any decision by the Board to increase
the Base Salary shall not serve to limit or reduce any other obligation of the Company to Executive under this Agreement.






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3.2.       Executive
shall be eligible for an annual performance-based cash bonus (the “Annual Bonus”). The Annual Bonus for a given
year shall be based upon an EBITDA target (“EBITDA Target”) established by the Board on an annual basis (and
reasonably agreeable to Executive) prior to the conclusion of the first quarter of each fiscal year commencing with fiscal year
2020. The Annual Bonus will be payable in connection with an “Annual Bonus Pool” that the Board will establish, under
which Executive and certain other key executives or management-level employees identified by Executive and reasonably acceptable
to the Board will be eligible to participate and receive performance-based bonuses similar to Executive’s Annual Bonus hereunder.
Each year during the Employment Term, Executive’s share of payments from the Annual Bonus Pool, if any, will be reasonably
determined by the Board based upon the number of participants in the Annual Bonus Pool but shall be in an amount to be determined
by the Executive up to a maximum of 40% of the Annual Bonus Pool. Under the Annual Bonus Pool, (a) if the Company’s Actual
EBITDA for a calendar year (as defined below) is 85%-100% of the applicable EBITDA Target, then the Annual Bonus Pool will equal
7.5% of Actual EBITDA; (b) if Actual EBITDA is less than 85% of the applicable EBITDA Target, then the Annual Bonus Pool will
be zero and no bonuses (including the Annual Bonus for which Executive is eligible) will be paid; and (c) if Actual EBITDA exceeds
the applicable EBITDA Target, then the Annual Bonus Pool will equal 7.5% of that portion of the Actual EBITDA equaling the EBITDA
Target, and 15% of that portion of the Actual EBITDA exceeding the EBITDA Target. Payments under the Annual Bonus Pool, including
Executive’s Annual Bonus, will be payable only if (i) budgeted working capital and capital expenditure targets and thresholds
approved by the Board in the Company’s annual budget or on or prior to the conclusion of the first quarter of each fiscal
year are fully achieved; and (ii) an audit of the Company’s financial statements has been performed and establishes that
Executive (and any other participants in the Annual Bonus Pool) is eligible to receive such payments. The Company’s payment
of the Annual Bonus, if any, will be subject to standard deductions and withholdings by the Company. As used herein, “Actual
EBITDA” shall mean, for any 12-month fiscal year period, an amount equal to the sum of the amounts for such period,
for Company’s Consumer Finance Business and Wireless Business, as applicable, of (a) net income, plus (b) interest expense,
plus (c) provisions for taxes based on income, plus (d) total depreciation expense, plus (e) total amortization expense, plus
(f) any management fees payable to Blackstreet Capital Management, LLC. For the avoidance of doubt, Actual EBITDA shall not
include any such EBITDA of Company’s Consumer Products Business or any other business lines or divisions which the Company
may acquire or engage in at any time after the date hereof.


3.3.       In
addition to Base Salary and the Annual Bonus payable as above provided, Executive shall be entitled during the Employment Period
to participate in all current incentive, savings, and retirement plans, practices, policies and programs made available from time
to time to other management-level employees of the Company and its subsidiaries.


3.4.       Executive
and Executive’s qualified family members, as the case may be, shall be eligible to participate in, and shall receive all
benefits under, the welfare benefit plans, practices, policies and programs (specifically including but not limited to health
insurance benefits) made available from time to time to other management-level employees of the Company and its subsidiaries.


3.5.       During
the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive
in connection with the business of the Company in accordance with the applicable policies, practices and procedures of the Company
and its subsidiaries.



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3.6.       During
the Employment Period, Executive shall be entitled to four weeks of paid vacation per year, provided that any vacation not used
in a calendar year shall be permanently lost and not carried over any subsequent calendar year.


3.7.       Executive
shall report to the Chairman of the Board of the Company, and any change in the Chairman shall not constitute Good Reason.


4.            Inventions.


4.1.       Executive
agrees that any Invention (as defined below) shall be the sole and exclusive property of the Company, and further agrees to: (a)
promptly and fully inform the Company in writing of any such Inventions; (b) assign to the Company all of Executive’s rights
in and to such Inventions, and to applications for patents and/or copyright registrations and to patents and/or copyright registrations
granted upon such Inventions in the United States or in any foreign country; and (c) promptly acknowledge and deliver to the Company,
without charge to the Company but at the Company’s expense, such written instruments and do such other acts as may be necessary,
in the reasonable opinion of the Company, to obtain and maintain patents and/or copyright registrations and to vest the entire
rights, interest in and title thereto in the Company.


4.2.       Executive
and the Company understand that the provisions of this Agreement requiring assignment of Inventions to the Company will not apply
to any particular Invention that: (a) Executive develops entirely on his own time, completely outside of Executive’s working
hours; and (b) Executive develops without using Company equipment, supplies, facilities or trade-secret or Confidential Information
(as defined below); and (c) does not result from any work performed by Executive for the Company; and (d) does not, at the time
of conception or reduction to practice, directly relate to the Company’s business or to its actual or demonstrably anticipated
research or development. Any such Invention meeting all of the criteria set forth in clauses (a) through (d) above will be owned
entirely by Executive, even if developed by Executive during the term of this Agreement or otherwise during the time period of
his employment with the Company. Finally, Executive agrees and covenants that he will not individually file any patent applications
relating to Inventions without first obtaining an express release from a duly authorized Company representative.


4.3.       For
purposes of this Agreement, the term “Inventions” means all discoveries, improvements, inventions, ideas and
works of authorship, whether patentable or copyrightable, conceived or made by Executive either solely or jointly with others,
and relating to any consultation, work or services performed by Executive with, for on behalf of or in conjunction with the Company
or based on or derived from Confidential Information.


5.            Confidential
Information.


5.1.       Executive
will hold all Confidential Information (as defined below) in the strictest confidence and never use, disclose or publish any Confidential
Information without the prior express written permission obtained from a representative duly authorized by the Board. Executive
agrees to maintain control over any Confidential Information obtained prior to or during the term of this Agreement, and restrict
access thereto to the Company’s employees, agents or other associated parties who have a need to use such Confidential Information
for its intended purpose.



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5.2.       Promptly
upon the Company’s written request, all records and any compositions, articles, devices and other items which disclose or
embody Confidential Information, including all copies or specimens thereof in Executive’s possession, whether prepared or
made by Executive or others, will be destroyed by Executive and Executive will certify in writing to the Company that he has destroyed
all Confidential Information and embodiments thereof as required under this Agreement.


5.3.       For
purposes of this Agreement, the term “Confidential Information” shall mean all information developed by Executive
as a result of his work with, for, on behalf of or in conjunction with the Company and any information relating to the Company’s
processes and products, including information relating to research, development, manufacturing, know-how, formulae, product ideas,
inventions, trade secrets, patents, patent applications, systems, products, programs and techniques and any secret, proprietary
or confidential information, knowledge or data of the Company, except such information that was developed by Executive prior to
his employment by the Company. All information disclosed to Executive or to which Executive obtains access, whether originated
by Executive or by others, which is treated by the Company as “Confidential Information,” or which Executive has a
reasonable basis to believe is “Confidential Information,” will be presumed to be “Confidential Information”
for purposes of this Agreement. Notwithstanding the foregoing, the term “Confidential Information” will not apply
to information which (i) Executive can establish by documentation was known to Executive prior to its receipt by Executive from
the Company, (ii) is lawfully disclosed to Executive by a third party not deriving such information from the Company, (iii) is
presently in the public domain or becomes a part of the public domain through no fault of Executive, or (iv) is required to be
disclosed pursuant to applicable law, rule, regulation, or court or administrative order; provided, however, that Executive shall
take reasonable steps to obtain confidential treatment for such items and shall promptly advise the Company of Executive’s
notice of any such requirement in order to permit the Company to obtain such confidential treatment on its own behalf.


6.            No
Solicitation of Customers or Employees. Executive acknowledges that the Company has invested substantial time, effort and
expense in compiling its confidential, proprietary and trade secret information and in assembling its present staff of personnel.
In order to protect the business value of the Company’s confidential, proprietary and trade secret information, during Executive’s
employment with the Company and for three years immediately following the termination of that employment with the Company, Executive
agrees: (a) that all information regarding customers and prospective customers of the Company, of which Executive learns during
his employment with the Company, constitutes “Confidential Information” of the Company; (b) not to, directly or indirectly,
induce or solicit any of the Company’s employees (or employees of subsidiaries) to leave their employment with the Company
or any subsidiaries; and (c) that he shall not be employed, hired, engaged or otherwise retained (as an employee, consultant or
in any other capacity) by WERCS, a Wyoming corporation, or any of its past or present officers, directors or shareholders, or
any entity owned or controlled by or affiliated with (directly or indirectly) any of the foregoing without the unanimous prior
written consent of the Board.


7.            Termination
and Effect. This Agreement will be effective on November 1, 2019, and shall continue until the three-year anniversary of such
date. Nevertheless, Executive’s employment under this Agreement may be earlier terminated in any of the followings ways:
(a) immediately (and automatically) upon Executive’s death; (b) by the Company upon not less than 14 days prior written
notice to Executive of the Company’s desire to terminate this Agreement as a result of Executive’s incapacity due
to physical or mental illness or injury resulting in Executive’s absence from his full-time duties hereunder for four consecutive
weeks, subject to Executive’s right to cure (no more than two times per calendar year) during the 14-day period; (c) by
the Company immediately for Good Cause; (d) by the Company upon not less than 14 days prior written notice to Executive for any
reason or no reason; (e) by Executive immediately for Good Reason; or (f) by Executive upon not less than 60 days prior written
notice to the Company for any reason or no reason.



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8.            Effects
of Termination. Following any termination of Executive’s employment under this Agreement, all compensation and benefits
provided to Executive under this Agreement shall cease to accrue as of the date of such termination (with Executive entitled to
all Base Salary and benefits hereunder accrued through the effective date of termination), except as set forth in the paragraphs
below.


8.1.       In
the case of a termination arising under Section 7(a) from Executive’s death or under Section 7 (b) from Executive’s
incapacity, the Company shall, for a period of one month following such death, pay to the estate of Executive an amount equal
to Executive’s monthly payment of Base Salary and continue the welfare benefit programs contemplated under Section 3.4 above,
including paying all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability,
dental, life and other insurance plans that the Company maintained at the time of Executive’s death.


8.2.       In
the case of a termination arising under Section 7(d) from the Company’s termination without Good Cause, or under Section
7(e) from Executive’s termination with Good Reason, then, subject in all cases to Executive’s execution and delivery
to the Company of a release and waiver of claims in customary and negotiated form, the Company shall: (a) pay Executive severance
pay in the form of continuation of Executive’s then-current Base Salary, less standard deductions and withholdings, for
a period of 12 months from the effective date of Executive’s termination of employment with Company, with such payments
to be made at the same time as the Base Salary otherwise would have been payable had Executive not been terminated; and (b) if
Executive elects continued coverage under COBRA, reimburse Executive for his health insurance premiums (for both Executive and
his family) for a period of 12 months from the effective date of Executive’s termination of employment with Company, to
the extent that the Company was paying such premiums at the time of termination.


8.3.       In
the case of a termination arising under Section 7(c) from the Company’s termination with Good Cause or under Section 7(f)
from the resignation of the Executive, then (a) no severance or continued benefits shall be due to Executive and (b), if there
are any damages to the Company arising by virtue of the events, actions or omissions constituting Good Cause, then the Company
shall be entitled to offset the amount of any such damages against any amounts owed to Executive under this Section 8.



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9.            Return
of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, and other
property delivered to or compiled by Executive by or on behalf of the Company (or its subsidiaries or other affiliates) or its
representatives, vendors, or customers that pertain to the business of the Company shall be and remain the property of the Company
and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising
materials, and other similar data pertaining to the business of the Company, activities, or future plans of the Company. Any such
information or data that is collected by or in the possession of Executive shall be delivered promptly to the Company upon termination
of Executive’s employment.


10.          Non-Competition
Covenant.


10.1.       In
consideration of the various benefits provided by the Company to Executive under this Agreement, Executive agrees to be bound
by the restrictive covenant set forth in this Section. In this regard, Executive recognizes and acknowledges the competitive and
proprietary nature of the Business (as defined below). Accordingly, Executive agrees that, during the applicable Restricted Period
(as defined below), Executive shall not, without the prior written consent of the Company (which the Company may withhold or condition
in its sole and absolute discretion), for himself or on behalf of any other person or entity, directly or indirectly, either as
principal, agent, shareholder, lender, consultant, officer, director, employee, agent, representative or in any other capacity,
own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, or engage
in or have any financial interest in, any enterprise engaging in the Restricted Business (as defined below) anywhere in the Restricted
Territory (as defined below).


10.2.       Nothing
contained in this Agreement shall preclude Executive from purchasing or owning common stock or equity in any company engaging
in the Restricted Business if such stock is publicly traded and Executive’s holdings therein do not exceed one percent of
the issued and outstanding capital stock of such company. If any part of this Section should be determined by a court of competent
jurisdiction to be unreasonable in duration, geographic area, or scope, then this Section is intended to and shall extend only
for such period of time, in such geographic area and with respect to such activity as is determined by such court to be reasonable.


10.3.       For
purposes of this Agreement: (a) “Restricted Period” means the period commencing on the date of this Agreement
and ending, as applicable, on either (i) the three-year anniversary of the expiration or termination of this Agreement (except
for any termination covered in the following clause (ii)), or (ii) the two-year anniversary of any termination of this Agreement
occurring without Good Cause or with Good Reason under Section 7(d) or 7(e), respectively; (b) “Restricted Business”
means (x) during the Restricted Period prior to the expiration or termination of the Agreement, the business of the Company (including
its subsidiaries) as conducted on the date of the applicable activities of Executive (and as previously conducted within the two
years prior to such date or proposed to be conducted as of such date), and (y) during the Restricted Period at or after the expiration
or termination of the Agreement, as of the date of expiration or termination of this Agreement (and as previously conducted within
the two years prior to the date of such expiration or termination or proposed to be conducted as of the date of such expiration
or termination) (the “Business”), including any substantially similar business that is competitive with the
Business; and (c) “Restricted Territory” means anywhere in the United States where the Company, directly or
indirectly through any of its subsidiaries, conducts the Business as of the date of expiration or termination of this Agreement,
including anywhere the Company proposes to conduct the Business within six months of the date of such expiration or termination.



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11.          Indemnification.
In the event Executive is made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action directly by the Company against Executive), by reason of or in connection
with the fact that Executive is or was performing services to the Company under this Agreement or prior to this Agreement, then
the Company shall indemnify Executive against all expenses (including reasonable attorneys’ fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Executive in connection therewith to the maximum extent permitted
by applicable law. In the event that both Executive and the Company are made a party to the same third-party action, complaint,
suit or proceeding, the Company agrees to engage competent legal representation, and Executive agrees to use the same representation,
provided that if counsel selected by the Company shall have a conflict of interest that prevents such counsel from representing
Executive, Executive may engage separate counsel and the Company shall pay all reasonable attorneys’ fees of such separate
counsel. To the maximum extent permitted by law, Executive shall not be entitled to indemnification or expense advances under
this Agreement in any case where he has exhibited gross negligence or willful misconduct, or performed criminal or fraudulent
acts; and the Company may withhold expense advances if it reasonably determines that Executive is not entitled to indemnification
hereunder because of gross negligence or willful misconduct, or the performance of criminal or fraudulent acts.


12.          Parachute
Payments. If any payment or benefit Executive would receive from the Company pursuant to or in connection with a “Change
in Control” as defined below (any “Payment”) would (i) constitute a “parachute payment” within
the meaning of Code §280G, and (ii) but for this sentence, be subject to the excise tax imposed by Code §4999 (the “Excise
Tax”), then such Payment shall be adjusted to equal to the Reduced Amount. The “Reduced Amount” shall
be either (x) the largest portion of the Payment (prior to adjustment) that would result in no portion of the Payment being subject
to the Excise Tax or (y) the largest portion of the Payment (prior to adjustment), which, after taking into account all applicable
federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate),
results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment (than that calculated under
clause (x) above) notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in
payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in the following order unless Executive elects, in writing, a different order (provided, however, that such
election shall be subject to the Company’s approval if made on or after the effective date of the event that triggers the
Payment): reduction of cash payments; cancellation of accelerated vesting of stock options (if any); and reduction of employee
benefits. In the event that acceleration of vesting of the stock options is to be reduced, such acceleration of vesting shall
be cancelled in the reverse order of the date of grant of Executive’s stock options (i.e., the earliest granted stock option
will be cancelled last) unless Executive elects, in writing, a different order for cancellation. Notwithstanding anything to the
contrary herein, Executive shall be responsible for any costs and expenses (whether or not incurred by the Company) in connection
with any reductions made (or the determination thereof) pursuant to this Section 12. For purposes of this Section, “Change
in Control” shall have the meaning (or any corresponding meaning) contained in the Treasury Regulations promulgated
under Code §280G.



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13.          No
Conflicting Agreements. Executive represents and warrants to the Company that the execution of this Agreement by Executive
and Executive’s employment by the Company, and the performance of Executive’s duties hereunder, will not violate or
be a breach of any agreement with any former employer, client or any other person, firm or entity to which Executive is a party.
Executive also represents and warrants that except for his affiliation with WCR, LLC, a Delaware limited liability company, he
is not affiliated in any manner (whether as a stockholder, member, partner, manager, director, officer, employee or otherwise)
with any person or entity that has any business relationship with the Company. Furthermore, Executive agrees to indemnify the
Company from and against any and all losses, liabilities, damages and claims, including but not limited to reasonable attorneys’
fees and costs and expenses of investigation, arising from any third-party claim made against the Company and based upon or arising
out of any non-competition or confidentiality agreement between or among Executive and any such third party.


14.          Assignment;
Binding Effect. Executive understands that the Company is employing him on the basis of his personal qualifications, experience
and skills. Therefore, Executive agrees that he cannot assign all or any portion of Executive’s obligations of performance
under this Agreement. Subject to the preceding two sentences, this Agreement shall be binding upon, inure to the benefit of and
be enforceable by the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns.


15.          Complete
Agreement. This Agreement is not a promise of future employment. Except as specifically provided herein, Executive has received
no oral representations, and has no other understandings or agreements with the Company (oral or written) or any of its officers,
directors or representatives covering the same subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Company and Executive pertaining to Executive’s employment.
This written Agreement may not be later modified except in a writing signed by a duly authorized officer of the Company and Executive,
and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such term. This Agreement
hereby supersedes any other employment agreements or understandings, written or oral, between the Company and Executive.


16.          Notice.
Whenever any notice is required hereunder, it shall be given in writing addressed as follows:


	If
    to the Company:	11550
    “I” Street, Suite 150

    Omaha, NE 68137

    Attention: Chief Financial Officer and Chairman of the Board

    

	With
    a copy to:	Foley
                                         & Lardner LLP

        777
        East Wisconsin Avenue

        Milwaukee,
        WI 53202

        Attention:
        Mark T. Plichta

         

	If
    to Executive:	John
Quandahl







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Notice
shall be deemed given and effective on the earlier of three days after the deposit in the U.S. mail of a writing addressed as
above and sent first-class mail, certified, return receipt requested, or when actually received. Either party may change the address
for notice by notifying the other party of such change in accordance with this Section.


17.          Severability.
If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and
operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid
or inoperative.


18.          Dispute
Resolution. To the greatest extent possible, 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 administered by the American Arbitration Association (“AAA”) in accordance with its
Employment Arbitration Rules then in effect. These rules are available for review at: https://www.adr.org/sites/default/files/EmploymentRules_Web2119.pdf and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.


19.          Equitable
Relief. Executive acknowledges and agrees that it would be difficult to fully compensate the Company for damages resulting
from the breach or threatened breach of the covenants contained in Sections 4, 5, 6 and 10 of this Agreement, and that any such
breach would cause the Company irreparable harm. Accordingly, the Company will be entitled to seek injunctive relief, including
but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce the terms thereof,
without the need to demonstrate irreparable harm or post any bond. This right to injunctive relief will not, however, diminish
any of the Company’s other legal rights hereunder or at law.


20.          Governing
Law. This Agreement shall in all respects be construed according to the laws of the State of Delaware, notwithstanding the
conflicts-of-law provisions of such state.


21.          WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN
ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 21 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT.



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22.          Further
Assurances. Each party shall, without further consideration, execute such additional documents as may be reasonably required
in order to carry out the purpose and intent of this Agreement.


23.          Counterparts
and Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together
shall constitute but one and the same instrument. Counterpart signatures delivered by facsimile or other means of electronic transmission
shall be valid and binding to the same as signatures delivered in original.


[Signature
Page Follows]




    11 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


	 	COMPANY:
	 	 
	 	WESTERN CAPITAL RESOURCES, INC.
	 	 
	 	By: 	/s/ Angel Donchev
	 	Name: 	Angel Donchev
	 	Its:	Chief Financial Officer
	 	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ John Quandahl
	 	John Quandahl




 


[Signature Page to Employment Agreement]