FORM OF STOCKHOLDERS’ AGREEMENT AMONG VELOCITY COMMERCIAL CAPITAL, INC. AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES DATED AS OF [•], 2010Stockholders’ Agreement • December 10th, 2010 • Velocity Commercial Capital, Inc. • Real estate investment trusts • Maryland
STOCKHOLDERS’ AGREEMENT dated as of [•], 2010 among Velocity Commercial Capital, Inc., a Maryland corporation (the “Company”), Snow Phipps Group, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group AIV (Offshore), L.P., Snow Phipps Group (RPV), L.P., SPG Co-Investment, L.P., together with their respective transferee Affiliates who sign a Joinder Agreement contemplated by Section 6.4 (each, a “Sponsor Fund”, and collectively, the “Sponsor”), and the other stockholder parties hereto (the “Management Stockholders”, together with the Sponsors, the “Stockholders”).
