FORM OF STOCKHOLDERS’ AGREEMENT AMONG VELOCITY COMMERCIAL CAPITAL, INC. AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES DATED AS OF [•], 2011Stockholders Agreement • May 13th, 2011 • Velocity Commercial Capital, Inc. • Real estate investment trusts • Maryland
STOCKHOLDERS’ AGREEMENT dated as of [•], 2011 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”).
VELOCITY COMMERCIAL CAPITAL, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 13th, 2011 • Velocity Commercial Capital, Inc. • Real estate investment trusts • Maryland
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [—], 2011 (the “Date of Grant”), is made by and between Velocity Commercial Capital, Inc., a Maryland corporation (the “Company”), and [—] (“Participant”).
