EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Velocity Asset Management Inc • October 31st, 2005 • Short-term business credit institutions
Exhibit 4.1 Form of Subscription Agreement VELOCITY ASSET MANAGEMENT, INC. SUBSCRIPTION AGREEMENT The undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription for the purchase of Units (the "Units" or "Securities"), each Unit...Subscription Agreement • October 7th, 2004 • Velocity Asset Management Inc • Short-term business credit institutions • New York
EXHIBIT 4.1 =========== LOAN AND SECURITY AGREEMENT by and between VELOCITY INVESTMENTS, L.L.C.Loan and Security Agreement • February 2nd, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • California
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2006 • Velocity Asset Management Inc • Short-term business credit institutions
EXHIBIT 10.3 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October 27, 2005 (this "Agreement"), among Velocity Asset Management Inc., a Delaware corporation (the "Company"), J. Holder Inc., a New Jersey corporation and a wholly-owned Subsidiary...Security Agreement • October 31st, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • New York
EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Velocity Asset Management Inc • May 22nd, 2006 • Short-term business credit institutions
WITNESSETH:Non-Qualified Stock Option Agreement • January 5th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 27, 2005, among Velocity Asset Management Inc., a Delaware corporation (the "Company"), and the purchasers...Registration Rights Agreement • October 31st, 2005 • Velocity Asset Management Inc • Short-term business credit institutions
EXHIBIT 10.31Loan and Security Agreement • April 5th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • California
EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Velocity Asset Management Inc • May 22nd, 2006 • Short-term business credit institutions • New York
EXHIBIT 4.4 ----------- SUBORDINATION AGREEMENT ----------------------- THIS SUBORDINATION AGREEMENT (this "Agreement") dated as of January 27, 2005, by and among: VELOCITY ASSET MANAGEMENT, INC., a Delaware Corporation, and TLOP ACQUISITION COMPANY,...Subordination Agreement • February 2nd, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • California
ARTICLE II AMENDMENT OF SECURITIESAmendment Agreement • May 22nd, 2006 • Velocity Asset Management Inc • Short-term business credit institutions
EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Velocity Asset Management Inc • October 31st, 2005 • Short-term business credit institutions • New York
RECITALSRegistration Rights Agreement • September 27th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • October 31st, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • New York
EXHIBIT 10.1 AGREEMENT OF LEASEAgreement of Lease • May 8th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • New Jersey
EXHIBIT 4.3 SECURITY AND PLEDGE AGREEMENT ----------------------------- This SECURITY AND PLEDGE AGREEMENT (this "Agreement") is made as of January 27, 2005, by and between VELOCITY ASSET MANAGEMENT, INC., a Delaware corporation ("Pledgor"), and WELLS...Security and Pledge Agreement • February 2nd, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • California
i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when...Subsidiary Guarantee • October 31st, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • New York
EXHIBIT 4.2 DIRECTOR INDEMNIFICATION AGREEMENT This Director Indemnification Agreement (the "Agreement") is made and entered into this 7th day of November, 2005, by and between VELOCITY ASSET MANAGEMENT, INC., a Delaware corporation (the "Company,"...Director Indemnification Agreement • November 15th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • Delaware
RAGAN & RAGAN A PROFESSIONAL CORPORATION COUNSELLORS AT LAW 3100 ROUTE 138 WEST BRINLEY PLAZA, BUILDING ONE WALL, NEW JERSEY 07719 W. PETER RAGAN WWW.RAGANLAW.COM TELEPHONE: 732-280-4100 W. PETER RAGAN, JR.> FACSIMILE: 732-280-4112 GEORGE E....Retainer Agreement • March 16th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions
EXHIBIT 10.30Loan and Security Agreement • April 5th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • California
EXHIBIT 4.2 ----------- GENERAL CONTINUING GUARANTY --------------------------- This GENERAL CONTINUING GUARANTY (this "Guaranty"), dated as of January 27, 2005, is executed and delivered by VELOCITY ASSET MANAGEMENT, INC., a Delaware corporation...General Continuing Guaranty • February 2nd, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • California
Exhibit 10.32Employment Agreement • March 31st, 2006 • Velocity Asset Management Inc • Short-term business credit institutions
•] Shares Velocity Portfolio Group, Inc. Common Stock par value $0.001 per share Form of Underwriting AgreementVelocity Portfolio Group Inc • November 19th, 2008 • Short-term business credit institutions • New York
Sandler O’Neill & Partners, L.P., Fox — Pitt Kelton Cochran Caronia Waller (USA) LLC c/o Sandler O’Neill & Partners, L.P. as Representatives of the several Underwriters named in Schedule I hereto, 919 Third Avenue, 6th Floor, New York, New York 10022
ARTICLE 1 EMPLOYMENT ----------Employment Agreement • March 16th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions
WARRANT AGREEMENTWarrant Agreement • February 10th, 2009 • Velocity Portfolio Group Inc • Short-term business credit institutions • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of ___, 2009, by and between Velocity Portfolio Group, Inc., a company formed under the laws of Delaware having its principal place of business at 1800 Route 34 North, Building 4, Suite 404A, Wall, NJ 07719 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).
Exhibit 1.1Velocity Asset Management Inc • April 18th, 2006 • Short-term business credit institutions • Delaware
ARTICLE 1 EMPLOYMENT ----------Employment Agreement • March 16th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions
RECITALSIndependent Consulting Agreement • January 5th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions • California
ARTICLE 1 EMPLOYMENT ----------Employment Agreement • March 16th, 2005 • Velocity Asset Management Inc • Short-term business credit institutions
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 6th, 2008 • Velocity Asset Management Inc • Short-term business credit institutions • California
This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of February 29, 2008, by and between WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company and assignee of Wells Fargo Foothill, Inc., a California corporation (“Lender”), and VELOCITY INVESTMENTS, L.L.C., a New Jersey limited liability company (“Borrower”).
VELOCITY ASSET MANAGEMENT, INC. PROMISSORY NOTE $_______________Velocity Asset Management Inc • April 19th, 2005 • Short-term business credit institutions
Borrower's Promise to Pay Principal and Interest. In return for a loan that the Borrower received, the Borrower promises to pay the sum of $______________,along with interest at the rate of 7% by means of quarterly payments of $_______________ beginning June 30, 2005 (pro rata) and on the last day of each quarter of the year thereafter, with the last payment being the sum of $____________ and accrued interest. Under any circumstance, and notwithstanding the aforementioned payment schedule, the Borrower will pay all amounts owed under this Note no later than April 15, 2006. All payments will be made to the Lender at my address set forth above.
September 1, 2005 Mr. Jack Kleinert Chief Executive Officer Velocity Asset Management, Inc 3100 Route 138 West Wall, NJ 07719 Re: Business Advisory Agreement Dear Jack: This letter confirms our mutual understanding and agreement ("Agreement") relating...Velocity Asset Management Inc • September 7th, 2005 • Short-term business credit institutions • Delaware
2,500,000 Units Velocity Portfolio Group, Inc. Underwriting AgreementUnderwriting Agreement • February 10th, 2009 • Velocity Portfolio Group Inc • Short-term business credit institutions • New York
Sandler O’Neill & Partners, L.P., GunnAllen Financial, Inc. Maxim Group, LLC c/o Sandler O’Neill & Partners, L.P. as Representatives of the several Underwriters named in Schedule I hereto, 919 Third Avenue, 6th Floor, New York, New York 10022
Exhibit 10.1 EMPLOYMENT CONTRACT WHEREAS, Velocity Asset Management Inc., ( the "Company") desires to employ James J. Mastriani (the "Executive") as its Chief Financial Officer and Chief Legal Officer; WHEREAS, the Company desires to provide the...Employment Contract • September 14th, 2004 • Velocity Asset Management Inc • Short-term business credit institutions
