Exhibit 4.15


EXHIBIT A


SPECIMEN WARRANT CERTIFICATE


COMMON
STOCK PURCHASE WARRANTS

VELOCITY ASSET MANAGEMENT, INC.


Incorporated Under the Laws of the State of
New York


	
 

	
 


	
No.
  – ___________

	
_____________ Common Stock


	
 

	
Purchase Warrants





CERTIFICATE FOR COMMON STOCK 

PURCHASE WARRANTS


          VELOCITY
ASSET MANAGEMENT, INC., a New York corporation (the “Company”), for value
received, hereby certifies that _______________________, or registered assigns
(the “Holder”), is the registered owner of the above indicated number of
Warrants. One (1) Warrant entitles the Holder to purchase 1/4th
of a share of the Company’s common stock, $0.001 par value (the “Common
Stock”). The Common Stock issuable upon an exercise of this Warrant is
sometimes herein referred to as the “Warrant Stock” and the shares of such
Warrant Stock are sometimes herein referred to as the “Warrant Shares.” 


          1.
Purchase Price. The purchase price (the “Exercise Price”) per share for
the Warrant Stock shall be $___ per share, subject to adjustment hereunder,
tendered to the Company as provided in Section 3 hereof. 


          2.
Rights to Exercise. The Holder shall have the right (but not the
obligation) to exercise the Warrant, in whole in or in part, to receive the
Warrant Stock, subject to adjustment hereunder, at any time on or before
___________, 2011 (the “Exercise Period”). 


          3.
Manner of Exercise. In order to exercise this Warrant, the Holder shall
surrender this Warrant certificate at the office of the Continental Stock Transfer
& Trust Company (the “Warrant Agent”), 17 Battery Place, New York, New York
10004, or at such other address within the State of New York as the Company
shall designate in writing, together with a duly executed exercise form in the
form attached hereto and simultaneous payment in full (in cash or by certified
or official bank or bank cashier’s check payable to the order of the Company or
by offset of obligations then owed by the Company to the Holder) of the
purchase price for the Warrant Stock. Fractional shares will not be issued upon
the exercise of Warrants, and no payment will be made with respect to any
fractional share of common stock to which any warrant holder might otherwise be
entitled upon exercise of Warrants. If, upon exercise of a Warrant, a holder
would be entitled to receive a fractional interest in a Share, the Warrant
Agent will, upon exercise, round up to the nearest whole number the number of
Shares to be issued to the Warrant holder.






          Upon
surrender of this Warrant certificate in conformity with the foregoing
provisions, the Warrant Agent shall promptly deliver to or upon the written
order of the Holder a stock certificate or certificates representing the
Warrant Stock. 


          4.
Adjustments upon Certain Events. 


                    4.1
Stock Splits, Stock Combinations and Certain Stock Dividends. If the
Company shall at any time subdivide or combine its outstanding Common Stock, or
declare a dividend in Common Stock or other securities of the Company
convertible into or exchangeable for Common Stock, a Warrant shall, after such
subdivision or combination or after the record date for such dividend, be
exercisable for that number of shares of Common Stock and other securities of
the Company that the Holder would have owned immediately after such event with
respect to the Common Stock and other securities for which a Warrant may have
been exercised immediately before such event had the Warrant been exercised
immediately before such event. Any adjustment under this Section 4.1 shall
become effective at the close of business on the date the subdivision,
combination or dividend becomes effective. 


                    4.2
Adjustment for Reorganization, Consolidation, Merger. In case of any
reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable upon exercise of a Warrant) or
in case the Company (or any such other corporation) shall merge into or with or
consolidate with another corporation or convey all or substantially all of its
assets to another corporation or enter into a business combination of any form
as a result of which the Common Stock or other securities receivable upon
exercise of a Warrant are converted into other stock or securities of the same
or another corporation, then and in each such case, the Holder of a Warrant,
upon exercise of the purchase right at any time after the consummation of such
reorganization, consolidation, merger, conveyance or combination, shall be
entitled to receive, in lieu of the shares of Common Stock or other securities
to which such Holder would have been entitled had he exercised the purchase
right immediately prior thereto, such stock and securities which such Holder
would have owned immediately after such event with respect to the shares Common
Stock and other securities for which a Warrant may have been exercised
immediately before such event had the Warrant been exercised immediately prior
to such event. 


                    4.3
Notice. In each case of an adjustment in the Common Stock or other
securities receivable upon the exercise of a Warrant, the Company shall
promptly notify the Holder of such adjustment. Such notice shall set forth the
facts upon which such adjustment is based. 


          5.
Call Option. Beginning on the date that is three (3) months after the
date hereof and provided the Company’s Common Shares have, for at least twenty
(20) trading days within any period of thirty (30) consecutive trading days
including the last trading day of such period, had a closing price per share in
excess of $_________, the Company shall have the right and option, upon not
less than thirty (30) calendar days’ and not more than sixty (60) calendar
days’ written notice to the Holder, to call, and thereafter to redeem and acquire
all of the Warrants remaining outstanding and unexercised at the date fixed for
such redemption in such notice (the “Redemption Date”), which Redemption Date
shall be at least thirty (30) calendar days after the date of such notice, for
an amount equal to One-Tenth of One Cent ($0.001) per Warrant; provided,
however, that the Holder shall have the right during the period between the
date of such notice and the Redemption Date to exercise the Warrants in
accordance with the provisions of Section 3 hereof. Said notice of
redemption shall require the Holder to surrender to the 






Company, not
later than on the Redemption Date, at the principal executive offices of the
Warrant Agent, Holder’s certificate or certificates representing the Warrants
to be redeemed. Notwithstanding the fact that any Warrants called for
redemption have not been surrendered for redemption and cancellation on the
Redemption Date, after the Redemption Date such Warrants shall be deemed to be
expired and all rights of the Holder of such unsurrendered Warrants shall cease
and terminate, other than the right to receive the redemption price of $0.001
per Warrant for such Warrants, without interest. 


          In
connection with any call hereunder, the Company shall have no obligation to
call any other stock purchase warrant or warrants, whether or not having
similar terms, and no call made pursuant to any other stock purchase warrant
shall obligate the Company to exercise its right and option to make a call
hereunder. 


          6.
Loss, Theft, Destruction, or Mutilation. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft, or
destruction) of indemnity satisfactory to it (in the exercise of its reasonable
discretion), and (in the case of mutilation) upon surrender and cancellation
thereof, the Company will execute and deliver, in lieu thereof, a new Warrant
in the same form and tenor. 


          7.
Reservation of Shares Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available out of its authorized shares, solely
for issuance upon the exercise of the Warrant, such shares of its Common Stock
and other securities as from time to time shall be issuable upon the exercise
of the Warrant. 


          8.
Miscellaneous. 


                    8.1
Governing Law. This Warrant shall be construed in accordance with, and
governed by the substantive laws of, the State of Delaware. 


                    8.2
Assignment. The benefit of this Warrant and of the Warrant Stock
represented hereby may be assigned and transferred by the Holder and its
assigns in accordance with any applicable securities laws and regulations;
however, the obligations of the Company and its successors may not be delegated
without the prior written consent of the Holder hereof. Subject to the
foregoing, this Warrant shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, successors, agents, heirs
and assigns. 


                    8.3
Enforcement. In the event of a dispute between the parties arising under
this Warrant, the party prevailing in such dispute shall be entitled to collect
such party’s costs and expenses from the other party, including without
limitation court costs and reasonable attorneys’ fees. 


                    8.4
Notices. All notices, requests, consents and demands shall be given to
the Company at 1800 Route 34 North, Building 4, Suite 404A, Wall, New Jersey
07719, and to the Holder at the address shown on the records of the Company as
provided by the Holder. All notices, requests, consents and demands shall be
given or made by personal delivery, by confirmed air courier, by telecopy or by
certified first class mail, return receipt requested, postage prepaid, to the
party addressed as aforesaid. If sent by confirmed air courier, such notice
shall be deemed to be given on the earlier to occur of the date actually
received by the addressee or the business day on which delivery is made at such
address as confirmed by the air courier. If mailed, such notice shall be deemed
to be given on the earlier to occur of the date actually 






received by
the addressee or the third business day following the date upon which it is
deposited in a first-class postage-prepaid envelope in the United States mail
addressed to such party’s business address. If given by telecopy, such notice
shall be deemed to be given on the business day actually received by the
addressee. 


                    8.5
Payment of Taxes. The Holder shall pay all documentary, stamp or similar
taxes and other government charges that may be imposed with respect to the
issuance, transfer or delivery of any Warrant Stock on exercise of the
Warrants. In the event the Warrant Stock are to be delivered in a name other
than the name of the Holder of the Warrant Certificate, no such delivery shall
be made unless the person requesting the same has paid the amount of any such
taxes or charges incident thereto. 


                    8.6
Reduction in Exercise Price at Company’s Option. The Company’s Board of
Directors may, at its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the life of the Warrants or any
shorter period of time determined by the Company’s Board of Directors. The
Company shall promptly notify the Holders of any such reduction in the Exercise
Price. 


     
               8.7 Registration
of the Warrant Shares. The Company hereby covenants that within 10 business
days of the filing of the Company’s 2007 Annual Report on Form 10-KSB, it shall
file a registration statement on Form S-3 with the Commission covering the
resale of the Warrant Shares. The Company also covenants that it will use its
best efforts to take all steps necessary to obtain effectiveness of such
registration statement and list the Warrant Shares on the American Stock
Exchange.


          IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the____ day of December, 2007. 


	
 

	
 

	
 


	
 

	
VELOCITY
  ASSET MANAGEMENT, INC., 


	
 

	
a New York
  corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Its:

	
President










VELOCITY ASSET MANAGEMENT, INC.


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations: 


	
 

	
 


	
 

	
TEN COM - as
  tenants in common 


	
 

	
TEN ENT - as
  tenants by the entireties 


	
 

	
JR TEN - as
  joint tenants with right of survivorship and not as tenants in common 


	
 

	
UNIF TRANS
  MIN ACT - ____________ (Custodian for Minor) as custodian for ___________ (name
  of minor) under the Uniform Transfers to Minors Act 





Additional
abbreviations may also be used though not in the above list. 


FORM OF ASSIGNMENT


(To be Executed by the Registered Holder if
He or She 

Desires to Assign Warrants Evidenced by the 

Within Warrant Certificate)


          FOR
VALUE RECEIVED ___________________________ hereby sells, assigns and transfers
unto ____________________  ________________ (________)
Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably constitute and appoint _____________________ Attorney to transfer
the said Warrants evidenced by the within Warrant Certificates on the books of
the Company, with full power of substitution. 


	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
Signature

	
 








	
 

	
 

	
 


	
 

	
Notice:

	
The above
  signature must correspond with the name as written upon the face of the
  Warrant Certificate in every particular, without alteration or enlargement or
  any change whatsoever. 





Signature
Guaranteed: _________________________________________________


SIGNATURE MUST
BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK
EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN
STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE. 






FORM OF ELECTION TO PURCHASE


(To be Executed by the Holder if Holder
Desires to Exercise 

Warrants Evidenced by the Warrant Certificate)


To Velocity
Asset Management, Inc. 


          The
undersigned hereby irrevocably elects to exercise _______________________ (_________)
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder,_____________________ (_________) full shares of Common
Stock issuable upon exercise of said Warrants and delivery of $_______ and any
applicable taxes. 


          The
undersigned requests that certificates for such shares be issued in the name
of: 


PLEASE INSERT
SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER 


	
 


	



	
 


	



	
(Please print name and address)


	
 


	






          If
said number of Warrants shall not be all the Warrants evidenced by the within
Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing the Warrants not so exercised be issued in the name of and delivered
to: 


	
 


	



	
(Please print name and address)


	
 


	









	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
Signature:

	
 


	
 

	


	
 

	
 

	









	
 

	
 

	
 


	
 

	
NOTICE:

	
The above
  signature must correspond with the name as written upon the face of the
  within Warrant Certificate in every particular, without alteration or
  enlargement or any change whatsoever, or if signed by any other person the
  Form of Assignment hereon must be duly executed and if the certificate
  representing the shares or any Warrant Certificate representing Warrants not
  exercised is to be registered in a name other than that in which the within
  Warrant Certificate is registered, the signature of the holder hereof must be
  guaranteed. 





Signature
Guaranteed:
____________________________________________________________________


SIGNATURE MUST
BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK
EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN
STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.