UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Western
Capital Resources, Inc.
(Name of
Issuer)
Common
Stock and Series A Preferred Stock
(Title of
Class of Securities)
957881 10
5
(CUSIP
Number)
WCR,
LLC
c/o
Blackstreet Capital Management, LLC
5425
Wisconsin Avenue, Suite 701
Chevy
Chase, MD 20815
Phone:
(240) 223-1322
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October
20, 2010
(Date of
Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e),
240.13d-l(f) or 240.13d-l(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1.
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Names
of Reporting Persons: WCR, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (see
instructions)
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o
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(a)
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(b)
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3.
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SEC
use only
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4.
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Source
of funds (see instructions):
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OO
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5.
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or place of organization:
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WCR,
LLC is an entity organized in the State of
Delaware.
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Number
of shares beneficially by owned by each reporting person
with:
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(7)
Sole Voting Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(8) Shared
Voting Power -
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0
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(9) Sole
Dispositive Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(10) Shared
Dispositive Power -
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person – Common
Stock:
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1,091,250
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Series
A Preferred Stock:
9,700,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11) –
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Preferred Stock issued and outstanding on
August 13, 2010 as reported in the Form 10-Q filed by the Issuer on August
13, 2010).
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14.
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Type
of Reporting Person (See Instructions)
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CO
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1.
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Names
of Reporting Persons: BCP 2 WCR, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (see
instructions)
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o
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(a)
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(b)
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3.
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SEC
use only
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4.
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Source
of funds (see instructions):
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OO
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5.
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or place of organization:
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BCP
2 WCR, LLC is an entity organized in the State of
Delaware.
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Number
of shares beneficially by owned by each reporting person
with:
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(7)
Sole Voting Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(8) Shared
Voting Power -
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0
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(9) Sole
Dispositive Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(10) Shared
Dispositive Power -
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person – Common
Stock:
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1,091,250
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Series
A Preferred Stock:
9,700,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11) –
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Preferred Stock issued and outstanding on
August 13, 2010 as reported in the Form 10-Q filed by the Issuer on August
13, 2010).
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14.
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Type
of Reporting Person (See Instructions)
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CO
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1.
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Names
of Reporting Persons: Blackstreet Capital Partners (QP) II,
L.P.
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2.
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Check
the Appropriate Box if a Member of a Group (see
instructions)
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o
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(a)
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(b)
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3.
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SEC
use only
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4.
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Source
of funds (see instructions):
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OO
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5.
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or place of organization:
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Blackstreet
Capital Partners (QP) II, L.P. is an entity organized in the State of
Delaware.
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Number
of shares beneficially by owned by each reporting person
with:
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(7)
Sole Voting Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(8) Shared
Voting Power -
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0
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(9) Sole
Dispositive Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(10) Shared
Dispositive Power -
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person – Common
Stock:
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1,091,250
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Series
A Preferred Stock:
9,700,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11) –
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Preferred Stock issued and outstanding on
August 13, 2010 as reported in the Form 10-Q filed by the Issuer on August
13, 2010).
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14.
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Type
of Reporting Person (See Instructions)
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PN
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1.
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Names
of Reporting Persons: Blackstreet Capital Advisors II, LLC
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2.
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Check
the Appropriate Box if a Member of a Group (see
instructions)
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o
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(a)
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(b)
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3.
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SEC
use only
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4.
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Source
of funds (see instructions):
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OO
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5.
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or place of organization:
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Blackstreet
Capital Advisors II, LLC is an entity organized in the State of
Delaware.
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Number
of shares beneficially by owned by each reporting person
with:
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(7)
Sole Voting Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(8) Shared
Voting Power -
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0
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(9) Sole
Dispositive Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(10) Shared
Dispositive Power -
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person – Common
Stock:
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1,091,250
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Series
A Preferred Stock:
9,700,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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o
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13.
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Percent
of Class Represented by Amount in Row (11) –
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Preferred Stock issued and outstanding on
August 13, 2010 as reported in the Form 10-Q filed by the Issuer on August
13, 2010).
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14.
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Type
of Reporting Person (See Instructions)
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CO
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1.
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Names
of Reporting Persons: Murry N. Gunty
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2.
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Check
the Appropriate Box if a Member of a Group (see
instructions)
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o
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(a)
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(b)
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3.
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SEC
use only
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4.
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Source
of funds (see instructions)
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OO
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5.
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or
2(e)
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o
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6.
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Citizenship
or place of organization:
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Murry
N. Gunty is a citizen of the United States of
America.
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Number
of shares beneficially by owned by each reporting person
with:
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(7)
Sole Voting Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(8) Shared
Voting Power -
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0
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(9) Sole
Dispositive Power -
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Common
Stock: 1,091,250;
Series
A Preferred Stock: 9,700,000
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(10) Shared
Dispositive Power -
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person – Common
Stock:
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1,091,250
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Series
A Preferred Stock:
9,700,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
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13.
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Percent
of Class Represented by Amount in Row (11) –
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Preferred Stock issued and outstanding on
August 13, 2010 as reported in the Form 10-Q filed by the Issuer on August
13, 2010).
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14.
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Type
of Reporting Person (See Instructions)
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IN
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Schedule
13D
Under
the Securities Exchange Act of 1934
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Item
1.
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Security
and Issuer
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This
statement on Amendment No. 1 to Schedule 13D (“
Statement
”) relates
to the shares of Common Stock, no par value per share (the “
Common Stock
”), and
the shares of Series A Convertible Preferred Stock, $0.01 par value, of Western
Capital Resources, Inc., a Minnesota corporation (the “
Issuer
”), having its
principal executive offices at 11550 “I” Street, Suite 150, Omaha, NE
68137.
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Item
2.
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Identity
and Background
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(a)
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This
Amendment No. 1 to Schedule 13D is being filed by WCR, LLC, a Delaware
limited liability company (“
WCR
”), BCP 2
WCR, LLC, a Delaware limited liability company (“
BCP 2 WCR
”),
Blackstreet Capital Partners (QP) II, L.P., a Delaware limited partnership
(“
BCP
QP
”), Blackstreet Capital Advisors II, LLC, a Delaware limited
liability company (“
BCA
”), and
Murry N. Gunty. The majority owner of WCR is BCP 2 WCR, and BCP
QP is the majority owner of BCP 2 WCR. BCA serves as the
general partner of BCP QP, and Mr. Gunty is the manager of
BCA. WCR, BCP 2 WCR, BCP QP, BCA and Mr. Gunty are collectively
referred to herein as the “
Reporting
Persons
.”
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(b)
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The
principal business address for each of the Reporting Persons is 5425
Wisconsin Avenue, Suite 701 Chevy Chase, MD
20815.
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(c)
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Each
of WCR and BCP 2 WCR is an entity that was formed for the purpose of
acquiring an interest in the Issuer. The principal business of
each of BCP QP and BCA is that of private partnerships engaged in
investment in securities for its own account. Mr. Gunty serves
as the manager of BCA, and he exercises investment and voting control over
the securities owned by each of the Reporting
Persons.
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(d)
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During
the last five years, none of the Reporting Persons have been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, none of the Reporting Persons was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such
laws.
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(f)
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WCR,
BCP 2 WCR, BCP QP and BCA are entities organized under the laws of the
State of Delaware, and Mr. Gunty is a citizen of the United States of
America.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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Not
Applicable. This Schedule is being filed to report the sale of the Common Stock
and Series A Convertible Preferred Stock by the Reporting Persons effected on
October 20, 2010, which resulted in a change in beneficial ownership of 1% or
more.
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Item
4.
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Purpose
of Transaction
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WCR
executed the sale of the shares of Common Stock and the Series A Convertible
Preferred Stock on October 20, 2010 as described in Item 6. WCR
frequently invests in the securities of companies for investment purposes.
WCR may engage in
discussions with management, the board of directors, other stockholders of the
Issuer and other relevant parties concerning the business, operations, board
composition, management, strategy and future plans of the Issuer or its
subsidiaries. Depending on various factors, including, without
limitation, the Issuer’s financial position and strategic direction, actions
taken by the board of directors, price levels of the shares of Common Stock,
cross-affiliation, conditions in the securities market and general economic and
industry conditions, WCR may in the future take such actions with respect to
their investment in the Issuer as they deem appropriate, including, without
limitation, purchasing additional shares of Common Stock or other securities of
the Issuer or selling some or all of the shares of Common Stock or
other securities of the Issuer held by WCR, seeking to influence the management
or strategic direction of the Issuer and/or otherwise changing its intention
with respect to any and all matters referred to in Item 4 of this Amendment No.
1 to Schedule 13D.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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State
the aggregate number and percentage of the class of securities owned by
the Reporting Persons:
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Common
Stock
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13.65% (Based
on 7,996,007 shares of Common Stock issued and outstanding on August 13,
2010 as reported in the Form 10-Q filed by the Issuer on August 13,
2010).
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Series
A Preferred Stock
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97% (Based
on 10,000,000 shares of Series A Convertible Preferred Stock issued and
outstanding on August 13, 2010 as reported in the Form 10-Q filed by the
Issuer on August 13, 2010).
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As
a result of this beneficial ownership, each of the Reporting Persons
beneficially owns 11,091,250 shares of the Issuer’s Common Stock, which
represents 62% of the shares of Common Stock that would be outstanding
upon the conversion of all shares of the Series A Convertible Preferred
Stock into Common Stock (based on 7,996,007 shares of Common Stock issued
and outstanding on August 13, 2010 as reported in the Form 10-Q filed by
the Issuer on August 13,
2010).
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(b)
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Number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition:
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Each of
the Reporting Persons hold sole voting and dispositive power with respect to all
of the 1,091,250 shares of the Issuer’s Common Stock and 9,700,000 shares of the
Issuer’s Series A Convertible Preferred Stock beneficially owned by
it. The Series A Convertible Preferred Stock votes on an “as if
converted” basis.
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(c)
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Other
than the transactions reported in this Amendment No. 1 Schedule 13D, there
were no transactions executed by any of the Reporting Persons that were
effected during the past sixty
days.
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(d)
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No
other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
Series A Preferred Stock or the Common
Stock.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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On
October 20, 2010 WCR entered into a Stock Purchase Agreement with Richard Miller
pursuant to which WCR sold Mr. Miller 33,750 shares of Issuer Common Stock and
300,000 shares of Issuer Series A Preferred Stock.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
A
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Agreement
as to joint filings pursuant to Regulation Section
240.13d-1(k)(1)(iii)
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Exhibit
B
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Stock
Purchase Agreement, dated October 20, 2010, by and between WCR, LLC and
Richard Miller
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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WCR,
LLC
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BCP
2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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WCR,
LLC
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For:
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BCP
2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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BCP
2 WCR, LLC
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For:
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Blackstreet
Capital Partners (QP) II, L.P.
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Title:
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Sole
Manager of WCR, LLC
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Title:
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Sole
Manager of BCP 2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Partners (QP) II, L.P.
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For:
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Blackstreet
Capital Advisors, LLC
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Title:
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Sole
Manager of BCP 2 WCR, LLC
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Title:
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General
Partner of Blackstreet Capital Partners (QP) II, L.P.
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Advisors, LLC
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Name:
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Murry
N. Gunty
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Title:
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General
Partner of Blackstreet Capital Partners (QP), II L.P.
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N. Gunty
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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BLACKSTREET
CAPITAL PARTNERS (QP) II, L.P.
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BLACKSTREET
CAPITAL ADVISORS II, LLC
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By:
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/s/
Murry N. Gunty
|
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By:
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/s/
Murry N. Gunty
|
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For:
|
Blackstreet
Capital Partners (QP) II, L.P.
|
|
For:
|
Blackstreet
Capital Advisors II, LLC
|
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|
|
|
Title:
|
Manager
of Blackstreet Capital Advisors, LLC
|
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Advisors, LLC
|
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Title:
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General
Partner of Blackstreet Capital Partners (QP) II, L.P.
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N. Gunty
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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MURRY
N. GUNTY
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N.
Gunty
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EXHIBIT
A
AGREEMENT
AS TO JOINT FILING
Pursuant
to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and
agree that the attached Schedule 13D relating to Western Capital Resources, Inc.
is being filed on behalf of each of the undersigned.
Dated:
November 3, 2010
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WCR,
LLC
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BCP
2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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WCR,
LLC
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For:
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BCP
2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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BCP
2 WCR, LLC
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For:
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Blackstreet
Capital Partners (QP) II, L.P.
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Title:
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Sole
Manager of WCR, LLC
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Title:
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Sole
Manager of BCP 2 WCR, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Partners (QP) II, L.P.
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For:
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Blackstreet
Capital Advisors, LLC
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Title:
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Sole
Manager of BCP 2 WCR, LLC
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Title:
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General
Partner of Blackstreet Capital Partners (QP) II, L.P.
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Advisors, LLC
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Name:
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Murry
N. Gunty
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Title:
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General
Partner of Blackstreet Capital Partners (QP), II L.P.
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N. Gunty
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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BLACKSTREET
CAPITAL PARTNERS (QP) II, L.P.
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BLACKSTREET
CAPITAL ADVISORS II, LLC
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By:
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/s/
Murry N. Gunty
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Partners (QP) II, L.P.
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For:
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Blackstreet
Capital Advisors II, LLC
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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By:
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/s/
Murry N. Gunty
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For:
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Blackstreet
Capital Advisors, LLC
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Title:
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General
Partner of Blackstreet Capital Partners (QP) II, L.P.
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N. Gunty
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Title:
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Manager
of Blackstreet Capital Advisors, LLC
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MURRY
N. GUNTY
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By:
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/s/
Murry N. Gunty
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Name:
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Murry
N.
Gunty
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EXHIBIT
B
STOCK
PURCHASE AGREEMENT
This
Stock Purchase Agreement (“
Agreement
”) is made
as of this 20th day of October, 2010, by and between WCR, LLC (“
Seller
”) and Richard
Miller (“
Purchaser
”).
1.
Purchase of
Shares
.
1.1
Purchase
. Upon
the terms and subject to the conditions set forth in this Agreement, Purchaser
hereby agrees to purchase and Seller agrees to sell to Purchaser in this private
transaction, Thirty-Three Thousand Seven Hundred Fifty (33,750) shares of
Western Capital Resources, Inc., a Minnesota corporation (the “
Company
”), common
stock, no par value per share (the “
Common Stock
”), and
Three Hundred Thousand (300,000) shares of the Company’s Series A Preferred
Stock (the “
Series A
Shares
”), par value $0.01 per share (the Common Stock and the Series A
Shares are collectively referred to herein as the “
Shares
”), for a total
purchase price of $121,835.22 (the “
Purchase
Price
”).
1.2
Payment
. The
Purchase Price will be paid in the amount set forth in Section 1.1 on the date
of this Agreement. Payment of the Purchase Price shall be made in
cash or wire transfer to Seller on the date hereof. Purchaser
acknowledges and agrees to be fully obligated to purchase all of the Shares
under this Agreement.
1.3
Delivery of
Certificates
. Seller will coordinate with the Company and its
common stock transfer agent, Corporate Stock Transfer (the “
Transfer Agent
”), to
produce a stock certificate representing the Common Stock, and its legal counsel
(as preferred stock transfer agent) to produce a stock certificate representing
the Series A Shares (the stock certificate for the Common Stock and the stock
certificate for the Series A Shares are collectively referred to herein as the
“
Stock
Certificates
”). Seller will execute all documents and deliver
all notices necessary to the Company and the Transfer Agent to ensure the prompt
delivery of Stock Certificates representing the Shares purchased by the
Purchaser, and the Stock Certificates and any instruction by the Seller to the
Transfer Agent directing the issuance of the Stock Certificates shall be
submitted simultaneously with payment of the Purchase Price.
2.
Securities Law
Compliance
.
2.1
Restricted
Securities
.
(a) Purchaser
hereby confirms that he has been informed that neither the offer nor the sale of
the Shares have been registered, that the Shares are “restricted securities”
under the Securities Act of 1933, as amended (the “
1933 Act
”), and may
not be resold or transferred unless the Shares are first registered under the
federal securities laws or unless an exemption from such registration is
available. Accordingly, Purchaser hereby acknowledges that he is
prepared to hold the Shares for an indefinite period of time.
(b) Purchaser
represents that prior to the acquisition of the Shares, Purchaser acquired
sufficient information about the Company to reach an informed, knowledgeable
decision with regard to the acquisition of the Shares. Purchaser has
such knowledge and experience in financial and business matters as to make him
capable of evaluating the risks of the prospective investment and to make an
informed investment decision. Purchaser is able to bear the economic
risk of his investment in the Shares.
(c) The
Shares which Purchaser is hereby purchasing are being acquired by Purchaser for
investment only, for his own account, and not for the account of others, and not
with a view to resale, distribution, or transfer of the same. The
Shares are not being purchased for subdivision or fractionalization thereof, and
the Purchaser has no present intention, and no contract, undertaking, agreement
or arrangement with any person or entity, to sell, pledge, hypothecate or
otherwise transfer (with or without consideration) to any such person or entity
any Shares for which the Purchaser is hereby acquiring, and Purchaser has no
present plans or intention to enter into any such contract, undertaking,
agreement or arrangement.
(d) The
present financial condition of Purchaser is such that he is under no present or
contemplated future need to dispose of any portion of the Shares which the
Purchaser is acquiring to satisfy any existing or contemplated undertaking, need
or indebtedness. Purchaser’s overall commitment to investments that
are not readily marketable is not disproportionate to his net worth and his
purchase of the Shares will not cause such overall commitment to become
excessive. The Purchaser’s financial condition is such that he is
able to bear the financial risk of losing his entire investment, and that after
purchasing the Shares he will have adequate measures of providing for all
current income needs and contingencies, without regard to earnings, income or
distributions, if any, on the Shares, or proceeds from the sale of the
Shares.
2.2
Disposition of
Shares
. Purchaser hereby agrees that Purchaser shall make no
disposition of the Shares unless and until:
(a) Purchaser
shall have notified the Company of the proposed disposition and provided a
written summary of the terms and conditions of the proposed
disposition;
(b) Purchaser
shall have complied with all requirements of this Agreement applicable to the
disposition of the Shares, including the requirements under the Company’s
Articles of Incorporation and Bylaws; and
(c) Purchaser
shall have provided the Company an opinion of legal counsel in form and
substance satisfactory to the Company, that (i) the proposed disposition does
not require registration of the Shares under the 1933 Act, or (ii) all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or of any exemption from registration available under the 1933
Act has been taken.
The
Purchaser understands and acknowledges that the Company shall not be required,
(i) to transfer on its books any Shares that have been sold or transferred in
violation of the provisions of this Article 2, nor (ii) to treat as the owner of
the Shares, or otherwise to accord voting or dividend rights to, any transferee
to whom the Shares have been transferred in contravention of this
Agreement.
2.3
Restrictive
Legends
. In order to reflect the restrictions on the
disposition of the Shares, the stock certificates for the Shares will be
endorsed with restrictive legends, including the following legend:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE OR
PROVINCIAL SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION
HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN
OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.
3.
Representations
of Seller
. Seller hereby represents
and warrants to Purchaser as of the date hereof as follows:
3.1
Requisite Power and
Authority
. Seller has all necessary power and authority under
all applicable provisions of law to execute and deliver this Agreement and to
carry out the provisions herein. All action on Seller’s part required
for the lawful execution and delivery of this Agreement has been taken as of the
date hereof.
3.2
Ownership of the
Shares
. Seller is the legal and beneficial owner of the
Shares, free and clear of any lien or encumbrance. Seller originally
purchased the Shares for investment purposes and not with a view toward
distribution.
3.3
Execution and
Enforceability
. This Agreement has been duly and validly
executed and delivered by Seller, and constitutes the valid and binding
agreement of Seller, enforceable against Seller in accordance with its terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors’ rights, and/or (b) as limited by general principles of equity that
restrict the availability of equitable remedies.
3.4
Legality
. The
execution, delivery and performance of this Agreement by Seller will not: (i)
contravene any law, rule or regulation of any state or of the United States, or
any order, writ, judgment, injunction, decree, determination or award, or cause
the suspension or revocation of any authorization, consent, approval or license,
presently in effect that affects or binds Seller; (ii) conflict with or result
in a material breach of or default under any material indenture or loan or
credit agreement or any other material agreement or instrument to which Seller
is a party or by which Seller or its properties may be affected or bound; or
(iii) require the authorization, consent, approval or license of any third party
or governmental entity that has not been obtained.
3.5
Brokerage
. No
broker, finder or similar agent has been employed by or on behalf of Seller and
no person with which Seller has had dealings or communications of any kind is
entitled to a commission or other similar compensation in connection with the
transactions contemplated by this Agreement.
4.
Representations of
Purchaser
. Purchaser hereby represents and warrants to Seller
as of the date hereof as follows:
4.1
Requisite Power and
Authority
. Purchaser has all necessary power and authority
under all applicable provisions of law to execute and deliver this Agreement and
to carry out the provisions herein. All action on Purchaser’s part
required for the lawful execution and delivery of this Agreement has been taken
as of the date hereof.
4.2
Execution and
Enforceability
. This Agreement has been duly and validly
executed and delivered by Purchaser, and constitutes the valid and binding
agreement of Purchaser, enforceable against Purchaser in accordance with its
terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights, and (b) as limited by general principles of
equity that restrict the availability of equitable remedies.
4.3
Legality
. The
execution, delivery and performance of this Agreement by Purchaser will not: (i)
contravene any law, rule or regulation of any state or of the United States, or
any order, writ, judgment, injunction, decree, determination or award, or cause
the suspension or revocation of any authorization, consent, approval or license,
presently in effect that affects or binds Purchaser; (ii) conflict with or
result in a material breach of or default under any material indenture or loan
or credit agreement or any other material agreement or instrument to which
Purchaser is a party or by which Purchaser or its properties may be affected or
bound; or (iii) require the authorization, consent, approval or license of any
third party or governmental entity that has not been obtained.
4.4
Brokerage
. No
broker, finder or similar agent has been employed by or on behalf of Purchaser
and no person with which Purchaser has had dealings or communications of any
kind is entitled to a commission or other similar compensation in connection
with the transactions contemplated by this Agreement.
4.5
Financial
Resources
. Purchaser has either the financial capacity to or
has arranged for sufficient financing to fully pay the Purchase
Price.
4.6
Investment
Intent
. Purchaser is acquiring the Shares for its own account
for investment purposes and not with a view to, or in connection with, any
distribution thereof.
4.7
Accredited
Investor
. Purchaser is an “accredited investor” as defined in
Rule 501(a) of Regulation D promulgated under the 1933 Act.
4.8
Suitability and
Sophistication
.
(a) Purchaser
has such knowledge and experience in financial and business matters that it is
capable of independently evaluating the risks and merits of purchasing the
Shares;
(b) Purchaser
has independently evaluated the risks and merits of purchasing the Shares and
has independently determined that the Shares are a suitable investment for him;
and
(c) Purchaser
has sufficient financial resources to bear the loss of their entire investment
in the Shares.
4.9
Access to
Information
. Purchaser acknowledges that he has been afforded
(i) the opportunity to ask such questions as he has deemed necessary of, and to
receive answers from, representatives of the Company concerning the Shares; (ii)
access to public information about the Company and the financial condition,
results of operations, business, properties, management and prospects sufficient
to enable him to evaluate his investment; and (iii) the opportunity to obtain
such additional public information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. The foregoing,
however, does not limit or modify the representations and warranties of Seller
in Section 3 of this Agreement or the right of Purchaser to rely
thereon.
5.
General
Provisions
.
5.1
Assignment
. Neither
Purchaser’s nor Seller’s rights or obligations under this Agreement may be
assigned, without the prior written consent of the non-assigning
party.
5.2
Survival of Representations
and Warranties
. All representations and warranties contained
herein will survive the execution and delivery of this Agreement and the closing
of the transactions contemplated hereby. In the event a legal opinion
is issued in connection with the transactions contemplated by this Agreement,
any such legal counsel may rely upon the representations and warranties of the
Purchaser and Seller and the other provisions set forth in this
Agreement.
5.3
Expenses
. Purchaser
shall pay all of their own expenses in connection with the transactions
contemplated by this Agreement, including, without limitation, attorneys’,
accountants’, and other professionals’ fees and expenses charged in connection
with, relating to or arising out of the execution, delivery and performance of
this Agreement.
5.4
Individual
Obligations
. All sales completed under this Agreement shall be
between Seller and Purchaser in their individual capacities.
5.5
Purchaser
Undertaking
. Purchaser hereby agrees to take whatever
additional action and execute whatever additional documents Seller or the
Company may in their judgment deem necessary or advisable in order to carry out
the obligations or restrictions imposed on Purchaser under this
Agreement.
5.6
Entire
Agreement
. This Agreement contains the entire Agreement and
understanding among the parties hereto with regard to the subject matter covered
herein. There are no conditions precedent or subsequent to the
effectiveness hereof, except as stated herein or incorporated herein by
reference. All prior negotiations, understandings, terms and
conditions are merged in this Agreement.
5.7
Governing
Law
. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such State, without giving effect to any
choice of law or conflict of law rules or provisions that would cause the
application of the laws of any jurisdiction other than the State of
Delaware.
5.8
Amendments
. Except
as otherwise provided herein, this Agreement may not be amended, modified or
revised, in whole or in part, except by written instrument signed by all parties
hereto.
5.9
Counterparts
. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF
, the
parties have executed this Agreement on the day and year first indicated
above.
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PURCHASER:
|
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RICK
MILLER
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By:
|
/s/ Richard Miller
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Richard
Miller, in his
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capacity
as an individual
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SELLER:
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WCR,
LLC
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By: Blackstreet
Capital Advisors II, LLC
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|
|
Title: Manager
of WCR, LLC
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|
|
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By:
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/s/ Murry N. Gunty
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|
|
Name: Murry
N. Gunty
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|
|
Title:
Manager
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Grafico Azioni Western Capital Resources (CE) (USOTC:WCRS)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Western Capital Resources (CE) (USOTC:WCRS)
Storico
Da Giu 2023 a Giu 2024
