Velocity Financial, LLC Sample Contracts

CREDIT AGREEMENT Dated as of August 29, 2019, Among VELOCITY FINANCIAL, LLC, as Parent, VELOCITY COMMERCIAL CAPITAL, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME OWL ROCK CAPITAL CORPORATION, as Administrative Agent and...
Credit Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This CREDIT AGREEMENT is entered into as of August 29, 2019 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among VELOCITY FINANCIAL, LLC, a Delaware limited liability company (“Parent”), VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company (the “Borrower”), the Guarantors party hereto from time to time, OWL ROCK CAPITAL CORPORATION (“Owl Rock”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 6th, 2019 • Velocity Financial, LLC • Finance services • Delaware

This Indemnification Agreement is dated as of _________, 20__ (this “Agreement”) and is between Velocity Financial, Inc., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).

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Velocity Financial, Inc. Performance Stock Unit Grant and Agreement
Performance Stock Unit Grant and Agreement • May 3rd, 2024 • Velocity Financial, Inc. • Finance services • Delaware

This Performance Stock Unit Grant and Agreement (this "Agreement"), is made effective as of the Grant Date between Velocity Financial, Inc., a Delaware corporation (the "Company"), and [ ] ("Participant").

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VELOCITY FINANCIAL, LLC [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 6th, 2020 • Velocity Financial, LLC • Finance services • New York
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VELOCITY FINANCIAL, INC. Up to 4,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 3rd, 2024 • Velocity Financial, Inc. • Finance services • New York

Velocity Financial, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with [BANK NAME] (the “Placement Agent”), as follows:

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REGISTRATION RIGHTS AGREEMENT dated as of January 16, 2020 by and among VELOCITY FINANCIAL, INC. and each of the other parties signatory hereto
Registration Rights Agreement • April 7th, 2020 • Velocity Financial, Inc. • Finance services • Delaware
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VELOCITY FINANCIAL, LLC UNIT GRANT AGREEMENT
Unit Grant Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • Delaware

This UNIT GRANT AGREEMENT (this “Agreement”), is made as of [●], by and between VELOCITY FINANCIAL, LLC, a Delaware limited liability company (the “Company”), and [●] (the “Employee”).

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VELOCITY FINANCIAL, INC. RESTRICTED STOCK UNIT GRANT AND AGREEMENT Director Grant
Restricted Stock Unit Grant and Agreement • January 6th, 2020 • Velocity Financial, LLC • Finance services • Delaware

This Restricted Stock Unit Grant and Agreement (this “Agreement”), is made effective as of the date (the “Date of Grant”) set forth on the signature page attached hereto (the “Signature Page”), by and between Velocity Financial, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and the participant identified on the Signature Page (“Participant”).

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AMENDMENT NUMBER FOUR TO THE MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013 between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER FOUR TO THE MASTER REPURCHASE AGREEMENT (this “Amendment”) is made this 18th day of December, 2014, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER TWO to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of July 13, 2018 between BARCLAYS BANK PLC, and
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of this 25th day of March, 2019, by and between Barclays Bank PLC (“Barclays,” the “Purchaser” and “Agent”) and Velocity Commercial Capital, LLC (“Seller”), to that certain Amended and Restated Master Repurchase Agreement, dated as of July 13, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and between Purchaser and Seller.

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MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013 Between: CITIBANK, N.A., as Buyer, and VELOCITY COMMERCIAL CAPITAL, LLC, as Seller,
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

MASTER REPURCHASE AGREEMENT, dated as of May 17, 2013, by and between VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company, as seller (the “Seller”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

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CREDIT AGREEMENT
Credit Agreement • February 9th, 2021 • Velocity Financial, Inc. • Finance services • New York

This CREDIT AGREEMENT is entered into as of February 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among VELOCITY FINANCIAL, INC., a Delaware corporation (“Parent”), VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company (the “Borrower”), the Guarantors party hereto from time to time, JEFFERIES FINANCE LLC (“Jefferies”) as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • April 7th, 2020 • Velocity Financial, Inc. • Finance services • Delaware

THIS VOTING AND SUPPORT AGREEMENT, dated as of April 5, 2020 (this “Agreement”), between Velocity Financial, Inc., a Delaware corporation (the “Company”) and the stockholders set forth on the signature page hereto (the “Stockholder”).

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SECURITY AGREEMENT dated as of February 5, 2024, among VELOCITY COMMERCIAL CAPITAL, LLC, as the Issuer, VELOCITY FINANCIAL, INC., as Parent THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as...
Security Agreement • February 6th, 2024 • Velocity Financial, Inc. • Finance services

This SECURITY AGREEMENT is entered into, as of February 5, 2024 (this “Agreement”), by and among VELOCITY FINANCIAL, INC., a Delaware corporation (“Parent”), VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company (the “Issuer” and, together with Parent and each Subsidiary Party that, at the option of the Issuer, becomes a party hereto from time to time, collectively the “Grantors” and each, a “Grantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).

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VELOCITY COMMERCIAL CAPITAL, LLC 9.875% Senior Secured Notes due 2029 Fully and unconditionally guaranteed by VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT February 5, 2024
Note Purchase Agreement • February 6th, 2024 • Velocity Financial, Inc. • Finance services • New York
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AMENDMENT NO. 1 TO CREDIT AGREEMENT AND SECURITY AGREEMENT
Credit Agreement and Security Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Amendment”), entered into as of October 15, 2019, among VELOCITY FINANCIAL, LLC, a Delaware limited liability company (“Parent”), VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company (the “Borrower”), VELOCITY COMMERCIAL RESOURCES, LLC, a California limited liability company (the “Guarantor”), the Lenders party hereto and OWL ROCK CAPITAL CORPORATION (“Owl Rock”), in its capacities as the Administrative Agent and the Collateral Agent.

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AMENDMENT NUMBER ONE to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of July 13, 2018 between BARCLAYS BANK PLC, and VELOCITY COMMERCIAL CAPITAL, LLC
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made as of this 26th day of October, 2018, by and between Barclays Bank PLC (“Barclays”, the “Purchaser” and “Agent”), and Velocity Commercial Capital, LLC (“Seller”), to that certain Amended and Restated Master Repurchase Agreement, dated as of July 13, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and between Purchaser and Seller.

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AMENDMENT NUMBER THREE to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 16th day of June, 2014, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER FIFTEEN to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER FIFTEEN (this “Amendment Number Fifteen”) is made this 19th day of July, 2018, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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EQUAL PRIORITY INTERCREDITOR AGREEMENT among
Equal Priority Intercreditor Agreement • February 6th, 2024 • Velocity Financial, Inc. • Finance services • New York

EQUAL PRIORITY INTERCREDITOR AGREEMENT, dated as of February 5, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Velocity Commercial Capital, LLC, a California limited liability company (the “Issuer”), Velocity Financial, Inc., a Delaware corporation (the “Parent”), the other Grantors (as defined below) from time to time party hereto, U.S. Bank Trust Company, National Association, as collateral agent for the 2027 Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “2027 Notes Collateral Agent”), U.S. Bank Trust Company, National Association, as collateral agent for the 2029 Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “2029 Notes Collateral Agent”), and each Additional Agent from time to time party hereto for the Additional Equal Priority Secured Parties of the Series with respe

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SECURITIES PURCHASE AGREEMENT among VELOCITY FINANCIAL, INC. and THE PURCHASERS PARTY HERETO April 5, 2020
Securities Purchase Agreement • April 6th, 2020 • Velocity Financial, Inc. • Finance services • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of April [•], 2020 (this “Agreement”), is entered into by and among (i) Velocity Financial, Inc., a Delaware corporation (the “Company”), (ii) Snow Phipps Group AIV L.P. (“SP AIV”) and Snow Phipps Group (RPV), L.P. (“SP RPV”), and (iii) TOBI III SPE I LLC (“TOBI”) (such parties, together with the Snow Phipps Group and the TOBI Group, the “Initial Equity Holders”).

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AMENDMENT NUMBER TWELVE to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER TWELVE (this “Amendment Number Twelve”) is made this 22nd day of July, 2016, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER NINE to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER NINE (this “Amendment Number Nine”) is made this 13th day of June, 2016, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER NINETEEN to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER NINETEEN (this “Amendment Number Nineteen”) is made this 5th day of August, 2019, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER SIXTEEN to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER SIXTEEN (this “Amendment Number Sixteen”) is made this 10th day of August, 2018, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER THIRTEEN to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER THIRTEEN (this “Amendment Number Thirteen”) is made this 21st day of July, 2017, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AGREEMENT AND PLAN OF CONVERSION
Agreement and Plan of Conversion • January 6th, 2020 • Velocity Financial, LLC • Finance services

This AGREEMENT AND PLAN OF CONVERSION (this “Plan of Conversion”) is made as of , 2020 by VELOCITY FINANCIAL, LLC, a Delaware limited liability company (the “Company”), to effect its conversion to a Delaware corporation (the “Conversion”) pursuant to Section 18-216 of the Delaware Limited Liability Company Act and Section 265 of the General Corporation Law of the State of Delaware (the “DGCL”).

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OMNIBUS CONSENT
Omnibus Consent • May 7th, 2021 • Velocity Financial, Inc. • Finance services

This OMNIBUS CONSENT (this “Consent”), dated as of February 5, 2021, is made by the holders of Series A Convertible Preferred Stock of Velocity Financial, Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (the “Holders”).

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AMENDMENT NUMBER THREE to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of July 13, 2018 between BARCLAYS BANK PLC, and VELOCITY COMMERCIAL CAPITAL, LLC
Master Repurchase Agreement • November 6th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER THREE (this “Amendment”) is made as of this 25th day of October, 2019, by and between Barclays Bank PLC (“Barclays”, the “Purchaser” and “Agent”), and Velocity Commercial Capital, LLC (“Seller”), to that certain Amended and Restated Master Repurchase Agreement, dated as of July 13, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and between Purchaser and Seller.

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AMENDMENT NUMBER SIX TO THE MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013 between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER SIX TO THE MASTER REPURCHASE AGREEMENT (this “Amendment”) is made this 29th day of May, 2015, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER ELEVEN to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER ELEVEN (this “Amendment Number Eleven”) is made this 15th day of July, 2016, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER EIGHT to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER EIGHT (this “Amendment Number Eight”) is made this 3rd day of February, 2016, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent and VELOCITY COMMERCIAL CAPITAL, LLC, as Seller Dated as of July 13, 2018
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, “Barclays” or a “Purchaser”) and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, “Agent”),

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AMENDMENT NUMBER TWENTY to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER TWENTY (this “Amendment Number Twenty”) is made this 4th day of October, 2019, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT NUMBER ONE to the MASTER REPURCHASE AGREEMENT Dated as of May 17, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC and CITIBANK, N.A.
Master Repurchase Agreement • October 18th, 2019 • Velocity Financial, LLC • Finance services • New York

This AMENDMENT NUMBER ONE (this “Amendment Number One”) is made this 10th day of September, 2013, between VELOCITY COMMERCIAL CAPITAL, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 17, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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