REDEMPTION
AGREEMENT
This Redemption
Agreement (the “
Agreement ”) is made effective as of December 31,
2008, by and between Christopher D. Larson, an Arizona resident
(“ Stockholder ”), National Cash & Credit,
LLC, a Minnesota limited liability company (“ NCC
”), and Western Capital Resources, Inc., a
Minnesota corporation (f/k/a URON Inc.) (the “
Corporation ”).
INTRODUCTION
Stockholder and
the Corporation have agreed to the assignment and redemption of
certain of the Stockholder’s shares of common stock of the
Corporation (the “ Redemption
”). Stockholder currently serves as a director on
the Corporation’s board of directors, and the
Corporation’s Chief Executive Officer, and Stockholder is
therefore fully familiar with the Corporation’s operations,
results of operations and financial condition through the date
hereof. To effectuate the Redemption and certain related
transactions described herein, the parties desire to enter into
this Agreement.
AGREEMENT
Now, Therefore
, in consideration of the foregoing
facts, the mutual covenants set forth herein and for other good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.
Redemption of Shares . The Corporation hereby
redeems 1,291,290 shares of common stock of the Corporation
presently held in the name of Stockholder (the “
Redeemed Shares ”), and Stockholder hereby sells and
assigns to the Corporation all of Stockholder’s rights, title
to and interest in the Redeemed Shares free and clear of any and
all liens, pledges, security interests, transfer restrictions or
encumbrances of any kind. In furtherance of the
Redemption, Stockholder is executing and delivering to the
Corporation, concurrently with this Agreement, a stock power with
respect to the Redeemed Shares in the form attached hereto as
Exhibit A (the “ Redeemed Shares
Assignment ”).
2.
Redemption Consideration . As full payment for
the Redeemed Shares, the Corporation hereby assigns to Stockholder,
and Stockholder hereby accepts, all of the Corporation’s
rights, title to and interest in and to (a) all of the membership
interest in NCC, and (b) all of its capital stock of WCR
Acquisition, Co. a Minnesota corporation, each free and clear of
any and all liens, pledges, security interests, transfer
restrictions or encumbrances of any kind. In furtherance
thereof, the Corporation is executing and delivering to
Stockholder, concurrently with this Agreement, an assignment
(relating to the membership interest in National Cash & Credit,
LLC) and stock power (relating to the capital stock of WCR
Acquisition Co.) in the forms attached hereto as Exhibits B
and C , respectively (collectively, the “
Redemption Consideration Assignments ”).
3.
STEN Acquisition Promissory Notes .
(a) On
or before January 23, 2009 the Corporation shall pay to NCC all
amounts due and owing under that certain promissory note of the
Corporation delivered to and in favor of STEN Corporation (“
STEN ”) in the principal amount of $100,000 and
identified in that certain Asset Purchase Agreement by and among
the Corporation, WCR Acquisition Co., STEN Credit Corporation, a
Utah corporation, and STEN, dated effective as of July 31, 2008
(the “ STEN Purchase Agreement ”), as
“Purchase Note A.”
(b) On
the date of this Agreement the Corporation shall pay to NCC six (6)
months of interest with respect to “Purchase Note B”
and “Purchase Note C,” together in the aggregate amount
of $4,687.50, delivered by the Corporation to STEN in connection
with the STEN Purchase Agreement.
(c) On
the date of this Agreement, the Corporation shall pay to Larson
Larson’s current unreimbursed expenses in an amount equal to
$5,322.35.
(d) NCC
agrees that it will use the funds paid to it by the Corporation
pursuant to subsections (a) and (b) of this Section 3 to make
payment of the corresponding amounts due under Purchase Note A,
Purchase Note B and Purchase Note C as and when due.
(e) The
Corporation hereby transfers, conveys, assigns and delivers to NCC
all of the Corporation’s rights in, title to and interest
under (i) the STEN Purchase Agreement, (ii) those promissory notes
of the Corporation delivered in connection with the STEN Purchase
Agreement and identified in the STEN Purchase Agreement as
“Purchase Note A.” “Purchase Note B,”
“Purchase Note C” and “Purchase Note D”
(collectively referred to herein as the “
Assigned Notes ”), and (iii) the
Alpha Omega title loan software used in the STEN and NCC stores
located in Utah and Arizona (the “ Title Loan Software
”). Furthermore, the Corporation hereby delegates
to NCC all of the Corporation’s obligations under the STEN
Purchase Agreement, the Assigned Notes and the Title
Software.
(f) NCC
hereby accepts the transfer, conveyance, assignment and delivery of
all of the Corporation’s rights in, title to and interest
under the STEN Purchase Agreement, the Assigned Notes and the Title
Software; and hereby unconditionally and irrevocably assumes all of
Assignor’s obligations under the STEN Purchase Agreement, the
Assigned Notes and the Title Software. On or prior to
January 5, 2009, NCC will provide evidence acceptable to the
Corporation that STEN has printed or stamped a legend on the faces
of the Assigned Notes clearly indicating that the Corporation has
legally delegated to NCC, and NCC has legally assumed, all
obligations under the Assigned Notes and that the Corporation has
been fully released under the Assigned Notes.
4.
Banco Popular Personal Guaranty . The Corporation
will use its best efforts to cause that certain guaranty delivered
by Stockholder to Banco Popular North America under that certain
Commercial Guaranty in connection with that certain Business Loan
Agreement (and related Promissory Note), by and between Wyoming
Financial Lenders, Inc. and Banco Popular North America, dated on
or about October 29, 2008 (the “Guaranty”), to be
reduced to a maximum personal guarantee by Stockholder in the
amount of $1,000,000 as soon as reasonably possible following the
date hereof. The Corporation covenants and agrees that
it will take all actions necessary to have Stockholder released
from all liabilities and obligations in connection with the
Guaranty no later than December 31, 2010.
5.
License of Payday Software and Support.
Effective as of the date hereof and continuing for a
period of eighteen (18) months, the Corporation hereby grants to
NCC a non-transferable, royalty-free license to use the
Corporation’s “Payday” software. Under
such license, NCC shall have the right to use the Payday software
and associated technical support, without payment of any royalties
or fees, on terms and conditions consistent with NCC’s
existing scope of use of the Payday software and support services
as of the date hereof.
6.
Resignations . Effective as of the date hereof,
Stockholder hereby resigns his positions on the board of directors
of the Corporation and as the Corporation’s President and
Chief Executive Officer, and any other officer position which
Stockholder may hold or be deemed to hold under the Minnesota
Business Corporation Act.
7.
Representations and Warranties of Stockholder
. Stockholder hereby represents and warrants to the
Corporation as set forth in the paragraphs below:
(a) Stockholder
is the record and beneficial owner of the Redeemed Shares free and
clear of any and all liens and encumbrances and, upon assignment of
the Redeemed Shares pursuant hereto, the Corporation will receive
good and marketable title to such securities free and clear of all
liens and encumbrances, except those required under federal and
state securities laws;
(b) neither
the execution nor delivery of this Agreement or the Redeemed Shares
Assignment, nor the transactions contemplated or effected hereby
and thereby, will constitute a violation or default under any term
or provision of any contract, commitment, indenture or other
agreement or restriction of any kind or character to which
Stockholder is bound. Stockholder has full legal power
and authority to assign and transfer the Redeemed Shares without
obtaining the consent or approval of any other person, entity or
governmental authority;
(c) Stockholder
has delivered its certificate and other instruments representing
the Redeemed Shares, duly endorsed in blank for transfer on the
Corporation’s books (or an affidavit of loss), and an
executed Redeemed Shares Assignment;
(d) in
connection with the sale of the Redeemed Shares to the Corporation,
Stockholder further represents and warrants to the Corporation that
Stockholder: (i) has had the opportunity to review all
relevant information about the Corporation, including without
limitation shareholder records, minute books, financial statements,
and any other information which it desired to review in conjunction
with this Agreement; (ii) is experienced and knowledgeable in
financial and business matters, and (iii) is capable of evaluating
the merits and risks of transferring the Redeemed Shares as
contemplated hereunder, including without limitation any and all
business, securities, tax and other risks; and
(e) Stockholder
has obtained and provided to the Corporation a written consent from
STEN to the a
