0000950123-09-002338 Sample Contracts

2,500,000 Units Velocity Portfolio Group, Inc. Underwriting Agreement

Underwriting Agreement • February 10th, 2009 • Velocity Portfolio Group Inc • Short-term business credit institutions • New York

• Contract Type
  Underwriting Agreement
• Filed
  February 10th, 2009
• Company
  Velocity Portfolio Group Inc
• Industry
  Short-term business credit institutions
• Jurisdiction
  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

WARRANT AGREEMENT

Warrant Agreement • February 10th, 2009 • Velocity Portfolio Group Inc • Short-term business credit institutions • New York

• Contract Type
  Warrant Agreement
• Filed
  February 10th, 2009
• Company
  Velocity Portfolio Group Inc
• Industry
  Short-term business credit institutions
• Jurisdiction
  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”).