WARRANT AGREEMENTWarrant Agreement • December 20th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • Delaware
This Warrant Agreement (this “Agreement”) is made as of December __, 2007, by and between Velocity Asset Management, Inc., a Delaware corporation having its principal place of business at 1800 Route 34 North, Building 4, Suite 404A, Wall, NJ 07719 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK OF VELOCITY ASSET MANAGEMENT, INC. (Void after _______, ____) Warrant No. CO-1Warrant Agreement • December 20th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • Delaware
This certifies that Anderson & Strudwick, Incorporated (“A&S,” and each of A&S and any successor or assign being a “Holder”), for consideration of the payment of the sum of $______, the sufficiency and receipt of which are hereby acknowledged, is entitled to purchase from Velocity Asset Management, Inc., a Delaware corporation (the “Company”), subject to the terms set forth below, up to _________ (______), newly issued, fully paid and nonassessable shares (the “Warrant Shares”) (subject to adjustment as provided herein) of the Company’s common stock, $0.001 par value per share (“Common Stock”) for cash at a price of $____ per share (as adjusted as provided herein, the “Exercise Price”) or pursuant to the cashless exercise terms in Section 1.2 at any time or from time to time after ________ and expiring at 5:00 p.m. (Eastern Time) ________ (the “Expiration Date”) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writ
VELOCITY ASSET MANAGEMENT, INC. $7,500,000 UNIT OFFERING UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2007 • Velocity Asset Management Inc • Short-term business credit institutions • Delaware
Velocity Asset Management, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Anderson & Strudwick, Inc. (the “Underwriter”) an aggregate of $7,500,000 of units comprised of one share of common stock, $0.001 par value per share (“Common Stock”), and one warrant (“Warrant”) to purchase one quarter of one share of Common Stock (the “Initial Units”) and, at the election of the Underwriter, up to $1,125,000 of additional units to cover over-allotments (the “Optional Units”) (the Initial Units and the Optional Units that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively referred to as the “Units”. The shares of Common Stock underlying the Warrants are collectively referred to as the “Warrant Shares” herein.
