SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND ADVISORYAGREEMENT

Exhibit 10.9

SECOND AMENDMENT TO AMENDED AND RESTATED

MANAGEMENT AND ADVISORY AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT (this "Amendment"), effective as of July 1, 2015 (the "Effective Date"), is by and between Western Capital Resources, Inc., a Minnesota corporation (the "Company"), and Blackstreet Capital Management, LLC, a Delaware limited liability company ("BCM").

WHEREAS, the Company and BCM are parties to that certain Amended and Restated Management and Advisory Agreement dated as of June 21, 2012, and as amended pursuant to that certain First Amendment to Amended and Restated Management and Advisory Agreement dated as of October 1, 2014 (collectively, the "Original Agreement"), pursuant to which, among other things, the Company retained BCM to provide certain management and advisory services to the Company.

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

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

A.            The reference to the Base Fee in Section 2(a)(i) of the Original Agreement (as amended) shall increase to $612,100 per annum so that the restated paragraph shall read as follows:

B.            The definition of "Initial Period" in Section 2(a)(ii)(A) shall be deleted and changed to mean the period commencing July 1, 2015 and ending December 31, 2016 so that the restated paragraph shall read as follows:

C.            The references in Section 2(a)(ii)(B) to the month ending October 31, 2015 shall each be deleted and changed to July 31, 2016 so that the restated paragraph shall read as follows:

D.            The references in Section 2(a)(ii)(C) to the month ending December 31, 2015 shall each be deleted and changed to December 31, 2016, so that the restated paragraph shall read as follows:

E.            The references in Section 2(a)(ii)(D) to the period commencing January 1, 2016 shall be deleted and changed to January 1, 2017, so that the restated paragraph shall read as follows:

2.            Amendment to Section 4.1. The references to Patton Boggs, LLP in Section 4.1 shall be each be deleted and changed to “Manatt, Phelps & Phillips, LLP”.

3.            Amendment to Section 10. The reference to Patton Boggs, LLP and its address in Section 10 for sending a courtesy copy notice to shall be deleted and replaced with:

Manatt, Phelps & Phillips, LLP

1050 Connecticut Avenue, NW, Suite 600

Washington DC 20036

Attn: Alan M. Noskow

Fax: (202) 637-1595

4.            Limited Waiver. As a result of the transaction recently consummated pursuant to that certain Merger and Contribution Agreement dated as of June 9, 2015, among the Company, WCRS Restorers Acquisition Co., Restorers Acquisition, Inc., J&P Park Acquisitions, Inc., J&P Real Estate, LLC, the Stockholders of J&P Park Acquisitions, Inc. and the Members of J&P Real Estate, LLC, BCM was entitled, pursuant to Section 2( c) of the Original Agreement, to a fee from the Company in the amount of $400,000 payable at the closing of such transaction as well as a $60,000 per annum increase to the management fees paid to BCM pursuant to Section 2(a) of the Original Agreement. BCM hereby waives such fees solely as related to the abovereferenced transaction. Such waiver shall not constitute a waiver of any right of BCM to charge such fees in connection with any subsequent transaction and, the Company reaffirms its agreements set forth in Section 7 of the Original Agreement.

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

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

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

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

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

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