EX-4.19






EXHIBIT 4.19




SPECIMEN CLASS B WARRANT CERTIFICATE




	 	 	 
	NUMBER

	 	WARRANTS
	W-                    
	 	 






(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, __________, 2014)




VELOCITY PORTFOLIO GROUP, INC.




CUSIP [92275E 122]




CLASS B WARRANT




THIS WARRANT CERTIFIES THAT, for value received



or registered agents, is the registered holder of a Warrant or Warrants expiring [          ], 2014
(the “Warrant”) to purchase one fully paid and non-assessable ordinary share, par
value $.001 per share (the “Shares”), of Velocity Portfolio Group, Inc., a Delaware corporation
(the “Company”), for each Warrant evidenced by this Warrant Certificate.




     The Warrant entitles the holder thereof to purchase from the Company, commencing on the date
the Warrant commences separate trading from the Units (the “Detachment Date”), such number of
Shares at the price of $          per share (the “Warrant Price”), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company. In no event shall the
registered holder(s) of this Warrant be entitled to receive a net-cash settlement, Shares or other
consideration in lieu of physical settlement in Shares of the Company. The Warrant Agreement
provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant
Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain
conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.



     This Warrant will expire on the date first above written if it is not exercised prior to such
date by the registered holder pursuant to the terms of the Warrant Agreement or if it is not
redeemed by the Company prior to such date.



 









 





     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of Shares to be issued to the
warrant holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder(s) hereof in person or by attorney duly authorized in writing, may be exchanged
in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the
registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder(s) to any of the rights of a shareholder
of the Company.



     The Company reserves the right to call the Warrant at any time prior to its exercise, with a
notice of call in writing to the holder(s) of record of the Warrant, giving 20 days’ notice of such
call at any time after the Warrant becomes exercisable if the last sales price of the Shares has
been equal to or greater than $          , or one hundred and twenty percent (120%) of the Warrant
Price on each of twenty (20) trading days within a thirty (30) trading day period ending on the
third business day prior to the date on which notice of redemption is given The call price of the
Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled on the books of
the Company and have no further value except for the $.01 call price.


COUNTERSIGNED:




 









 





CONTINENTAL STOCK TRANSFER & TRUST COMPANY

WARRANT AGENT

BY:

AUTHORIZED OFFICER



DATED:



(Signature)

CHIEF EXECUTIVE OFFICER



(Seal)



(Signature)

PRESIDENT




 









 





[REVERSE OF CERTIFICATE]




SUBSCRIPTION FORM




To Be Executed by the Registered Holder(s) in Order to Exercise Warrants



The undersigned Registered Holder(s) irrevocably elect(s) to exercise                      Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name(s) of



 




(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)



 



 



 




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)





 



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder(s) at the address(es) stated below:



Dated:



 




(SIGNATURE(S))



 




(ADDRESS(ES))



 



 




(TAX IDENTIFICATION NUMBER(S))




ASSIGNMENT




 









 





To Be Executed by the Registered Holder in Order to Assign Warrants




For Value Received,                                        hereby sell(s), assign(s), and transfer(s) unto



 




(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))



 



 



 




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))





of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and



appoint                                        Attorney to transfer this Warrant Certificate on the books of the
Company, with full power of substitution in the premises.



Dated:



 




(SIGNATURE(S))



Notice: The signature(s) to this assignment must correspond with the name(s) as written upon the
face of the certificate in every particular, without alteration or enlargement or any change
whatever.



Signature(s) Guaranteed:



THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).




 









 




THE SIGNATURE(S) TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME(S) WRITTEN
UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER
FIRM OF THE NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.