EX-4.21






EXHIBIT 4.21




WARRANT AGREEMENT




     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”).



     WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of Units
(“Units”) and, in connection therewith, has determined to issue and deliver up to (i) 2,875,000
class A warrants (“Class A Warrants”), (ii) 2,875,000 class B warrants (“Class B Warrants”), and
(iii) 2,875,000 class C warrants (“Class C Warrants”, and collectively with the Class A Warrants
and Class B Warrants, the “Warrants”) to the public investors, each of such Warrants evidencing the
right of the holder thereof to purchase one share of common stock, par value $.001 per share, of
the Company (the “Common Stock”), subject to adjustment as described herein; and



     WHEREAS, the Class A Warrants shall be exercisable at $           , the Class B Warrants shall
be exercisable at $           , and the Class C Warrants shall be exercisable at $           ; and



     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement, No. 333-153549 on Form S-1 (“Registration Statement”) for the registration
under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants, and
the Common Stock issuable upon exercise of each of the Warrants, such sale to be underwritten by
the underwriters named in the Registration Statement (the “Underwriters”) with Sandler O’Neill &
Partners, L.P. as the representative of the Underwriters (“Sandler”); and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



 









 





1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



2. Warrants.




          2.1 Form of Warrant. Each Warrant shall be issued in registered form only. The Class
A Warrants, Class B Warrants, and Class C Warrants shall be in substantially the form of
Exhibit A, Exhibit B and Exhibit C hereto, respectively, the provisions of
each of which are incorporated herein, and shall be signed by, or bear the facsimile signature of,
the Chief Executive Officer or President and Chief Financial Officer, Treasurer, Secretary or
Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in
the capacity in which such person signed the Warrant before such Warrant is issued, it may be
issued with the same effect as if he or she had not ceased to be such at the date of issuance.



          2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.



          2.3 Registration.



               2.3.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”)
for the registration of original issuance and the registration of transfer of the Warrants. Upon
the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in
the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.



               2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“Registered Holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.



          2.4 Detachability of Warrants. The securities comprising the Units will begin to
trade separately on the 5th day following the earlier to occur of: (i) the expiration of the
Underwriters’ over-allotment option, which is 30 days from the date of the prospectus which forms a
part of the Registration Statement, (ii) the exercise of the over-allotment option in full or (iii)
the announcement by the Underwriters of their intention not to exercise all or any remaining
portion of the over-allotment option, subject to the Company having issued a press release
announcing when such separate trading will begin (the “Detachment Date”). Following the date that
the Common Stock and Warrants are eligible to trade separately, the Units will continue to be
listed for trading, and any holder of Units may elect to break apart a Unit and trade the Common
Stock or Warrants separately or as a Unit. The holders of Units will have the ability to trade
Common Stock or Warrants as Units until such time as at least one class of Warrants expires or is
redeemed or no Warrants within such class are otherwise outstanding.



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3. Terms and Exercise of Warrants.




          3.1 Warrant Price. The Class A Warrants shall be exercisable at $           , the
Class B Warrants shall be exercisable at $           , and the Class C Warrants shall be
exercisable at $           . Each Warrant, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such Warrant and this Warrant Agreement, to
purchase from the Company the number of Common Stock stated therein, subject to the adjustments
provided in this Section 3.1 and Section 4 hereof. The term “Warrant Price” as used in this
Warrant Agreement refers to the applicable price per share of Common Stock which may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the applicable
Warrant Price at any time prior to the Expiration Date for a period of not less than ten business
days, provided that any such reduction shall be identical among all of the Warrants in such class.



          3.2 Duration of Warrants.



               3.2.1 Duration. A Warrant may be exercised only during the period commencing on the
Detachment Date and terminating at 5:00 p.m., New York City time on the earlier to occur of (x)
___2014, or (y) with respect to each class of Warrants, the date fixed for redemption of the
Warrants as provided in Section 6 of this Agreement. Notwithstanding the foregoing, no Warrant
shall be exercisable unless, at the time of exercise, a registration statement relating to the
Common Stock issuable upon the exercise of such Warrant is effective and current and a prospectus
is available for use by the holders thereof and the Common Stock have been qualified or deemed to
be exempt under the securities laws of the state of residence of the holder of such Warrants.



               3.2.2 General. The period during which a Warrant may be exercised shall be deemed the
"Exercise Period” and the termination of such Exercise Period shall be deemed the “Expiration
Date”. Except with respect to the right, if applicable, to receive the Redemption Price (as set
forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at the close of business on the Expiration Date. The Company in its sole discretion may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, the Company
will provide notice to registered holders of the Warrants of such extension of not less than 20
days and, further provided that any such extension shall be identical in duration among all of the
Warrants of such class. In the event that the Company desires to extend the Expiration Date of
any class of the Warrants, the Company shall provide advance notice to the NYSE Alternext as
required by the NYSE Alternext.



          3.3 Exercise of Warrants.



               3.3.1 Payment. Subject to the provisions of the Warrants and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof
by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed by paying in full, in lawful money of the United States, in
cash, good certified check or good bank draft payable to the order of the Company, the applicable
Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the share of Common Stock and the issuance of such Common Stock.



               3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the applicable Warrant Price, the Company
shall issue to the registered holder of such Warrant a certificate or certificates for the number
of shares of Common Stock



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to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless: (i) a registration statement under the Act with
respect to the Common Stock issuable upon such exercise is effective or (ii) in the opinion of
counsel to the Company, the exercise of the Warrants is exempt from the registration requirements
of the Act and such securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the registered holders reside.
Warrants may not be exercised by, or securities issued to, any registered holder in any state in
which such exercise or issuance would be unlawful. In no event will the Company be required to
provide the registered holder of a warrant with a net-cash settlement or other consideration in
lieu of physical settlement in Common Stock, regardless of whether the Common Stock underlying the
Warrants is registered pursuant to an effective registration statement. Accordingly, the Warrants
may expire unexercised and worthless if a current registration statement covering the Common Stock
is not effective.



               3.3.3 Valid Issuance. All Common Stock issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and nonassessable.



               3.3.4 Date of Issuance. Each person in whose name any such certificate for Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the applicable Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the share transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books are open.



4. Adjustments.




          4.1 Share Dividends — Split Ups. If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding Common Stock is increased by a share
dividend payable in Common Stock, or by a split up of Common Stock, or other similar event, then,
on the effective date of such share dividend, split up or similar event, the number of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such increase in
outstanding Common Stock.



          4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding Common Stock is decreased by a consolidation, combination,
reverse share split or reclassification of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse share split, reclassification or similar
event, the number of Common Stock issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in outstanding Common Stock.



          4.3 Adjustments in Exercise Price. Whenever the number of Common Stock purchasable
upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
applicable Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment,
and (y) the denominator of which shall be the number of Common Stock so purchasable immediately
thereafter.



          4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Common Stock (other than a change covered by
Section 4.1 or 4.2 hereof or that solely affects the par value of such Common Stock), or in the
case of any merger or



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consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the
Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Common Stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would have received if
such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and
if any reclassification also results in a change in Common Stock covered by Section 4.1 or 4.2,
then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.



          4.5 Notices of Changes in Warrant. Upon every adjustment of the applicable Warrant
Price or the number of shares issuable on exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to
the Warrant holder, at the last address set forth for such holder in the Warrant Register, of the
record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.



          4.6 No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the number of the Common
Stock to be issued to the Warrant holder.



          4.7 Form of Warrant. The form of Warrant need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.



5. Transfer and Exchange of Warrants.




          5.1 Transfer of Warrants. Prior to the Detachment Date, the Warrants may be
transferred or exchanged only together with the Unit in which such Warrant is included, and only
for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit. From and after the Detachment Date this Section 5.1
will have no further force and effect.



          5.2 Registration of Transfer. The Warrant Agent shall register the transfer, from time
to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for
transfer,



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properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.



          5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the registered holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.



          5.4 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.



          5.5 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.



          5.6 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and deliver, in accordance with the terms of this Agreement, the Warrants required to
be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.



6. Redemption.




          6.1 Redemption. Not less than all of the outstanding Warrants of any class may be
redeemed, at the option of the Company, at any time after they become exercisable and prior to
their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.3,
at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been equal to or greater than one hundred and twenty percent (120%) of such class
of Warrant’s exercise price on each of twenty (20) trading days within any thirty (30) trading day
period ending on the third business day prior to the date on which notice of redemption is given.
Notwithstanding the foregoing, the Registration Statement must be current in order for the Company
to exercise its redemption rights pursuant to this Section 6. The provisions of this Section 6.1
may not be modified, amended or deleted without the prior written consent of Sandler.



          6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the Warrants within any class, the Company shall fix a date for the redemption.
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than 20 days prior to the date fixed for redemption to the registered holders of such Warrants to
be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder received such notice.



          6.3 Exercise After Notice of Redemption. The Warrants may be exercised in accordance
with Section 3 of this Warrant Agreement at any time after notice of redemption shall have been
given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for
redemption. On and



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after the redemption date, the record holder of the Warrants of the class redeemed shall have
no further rights except to receive, upon surrender of such Warrants, the Redemption Price.



7. Other Provisions Relating to Rights of Holders of Warrants.




          7.1 No Rights as Shareholder. A Warrant does not entitle the registered holder
thereof to any of the rights of a shareholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as shareholders in respect of the meetings of shareholders or the
election of directors of the Company or any other matter.



          7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



          7.3 Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued Common Stock sufficient to permit the exercise in
full of all outstanding Warrants issued pursuant to this Warrant Agreement.



          7.4 Registration of Common Stock. The Company agrees that prior to the commencement
of the Exercise Period, it shall use its best efforts to file with the SEC a post-effective
amendment to the Registration Statement, or a new registration statement, for the registration,
under the Act, of the Common Stock issuable upon exercise of the Warrants, and it shall take such
reasonable action as is necessary to qualify for sale, in those states in which the Warrants were
initially offered by the Company, the Common Stock issuable upon exercise of the Warrants,
provided, however, that no such qualification shall be required in any jurisdiction where, as a
result thereof, the Company would be subject to service of general process or to taxation as a
foreign corporation doing business in such jurisdiction. In either case, the Company will use its
best efforts to cause the same to become effective on or prior to the commencement of the Exercise
Period and to use its best efforts to maintain the effectiveness of such registration statement
until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement;
provided, however, the Company shall not be obligated to deliver Common Stock and shall not have
penalties for failure to deliver Common Stock if a registration statement is not effective at the
time of exercise by the holder. In addition, the Company agrees to use its reasonable efforts to
register such securities under the blue sky laws of the states of residence of the exercising
warrant holders to the extent an exemption is not available, subject to the proviso above. The
provisions of this Section 7.4 may not be modified, amended or deleted without the prior written
consent of Sandler. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of
whether a registration statement is current under the Act with respect to the Common Stock issuable
upon exercise of the Warrants. In no event will the registered holder of a warrant be entitled to
receive a net-cash settlement or Common Stock or other consideration as of result of the Company’s
non-compliance with this Section 7.4.



8. Concerning the Warrant Agent and Other Matters.




          8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or




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delivery of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.




     8.2 Resignation, Consolidation, or Merger of Warrant Agent.



          8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.



          8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective date of any such appointment.



          8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Warrant Agreement without any further act.



     8.3 Fees and Expenses of Warrant Agent.



          8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder as set forth on Exhibit C
hereto, and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.



          8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Warrant Agreement.



     8.4 Liability of Warrant Agent.



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          8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the Chief
Executive Officer or Chief Operating Officer of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Warrant Agreement.



          8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement
except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.



          8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Warrant Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of Section 4 hereof or
responsible for the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any Common
Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any Common
Stock will when issued be valid and fully paid and nonassessable.



     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set
forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant
Agent for the purchase the Company’s Common Stock through the exercise of Warrants.



9. Miscellaneous Provisions.




     9.1 Successors. All the covenants and provisions of this Warrant Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.



     9.2 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and
shall be deemed given when so delivered personally or, if sent by private national courier service,
on the next business day after delivery to the courier, or, if mailed, two business days after the
date of mailing, as follows:


Velocity Portfolio Group, Inc.

1800 Route 34 North

Building 4, Suite 404A

Wall, NJ 07719

Attn: John C. Kleinert




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Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the
holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004



With a copy in each case to:



Ellenoff Grossman & Schole LLP

150 East 42nd Street, 11th Floor

New York, New York 10017

Attn: Douglas S. Ellenoff, Esq.

Fax No: (212) 370-7889




and



Lowenstein Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068-1791

Attn: Steven M. Skolnick, Esq.

Fax No: (973) 597-2400




and



Sandler O’Neill + Partners, L.P.

919 Third Avenue, 6th Floor

New York, NY 10022

Attn: Chris Hooper

Fax No: (212) 466-7711




          9.2 Applicable Law. The validity, interpretation, and performance of this Warrant
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Warrant Agreement
shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to
be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim.



          9.3 Persons Having Rights under this Warrant Agreement. Nothing in this Warrant
Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Warrants and, for the purposes of Sections 6.1, 7.4, 9.2
and 9.7 hereof, Sandler, any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters shall
be deemed to be third-party beneficiaries of this Warrant Agreement with respect to Sections 6.1,
7.4, 9.2 and 9.7 hereof. All



10









 







covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriters
with respect to the Sections 6.1, 7.4, 9.2 and 9.7 hereof) and their successors and assigns and of
the registered holders of the Warrants.



          9.4 Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.



          9.5 Counterparts. This Warrant Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument. All such
counterparts may be delivered by facsimile or other electronic transmission, which shall not effect
the validity thereof.



          9.6 Effect of Headings. The Section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.



          9.7 Amendments. This Warrant Agreement may be amended by the parties hereto without
the consent of any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Warrant Agreement as the
parties may deem necessary or desirable and that the parties deem shall not adversely affect the
interest of the registered holders. All other modifications or amendments, including any amendment
to increase the applicable Warrant Price or shorten the applicable Exercise Period, shall require
the written consent of each of the Sandler and the registered holders of a majority of the then
outstanding Warrants. Notwithstanding the foregoing, the Company may lower the applicable Warrant
Price or extend the duration of the applicable Exercise Period in accordance with Sections 3.1 and
3.2, respectively, without such consent.



          9.8 Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.



[Signature Page Follows]




11









 





     IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of
the day and year first above written.



	 	 	 
	Attest:  


	 	VELOCITY PORTFOLIO GROUP, INC.
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	By:  

	 

	 	Name: James J. Mastriani
	 

	 	   Title: Chief Financial Officer
	 
	 	 
	 
	 	 
	 
	 	 
	Attest:  


	 	CONTINENTAL STOCK TRANSFER & TRUST

COMPANY
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	By:  

	 

	 	       Name:
	 

	 	       Title:






 









 






EXHIBIT A


FORM OF CLASS A WARRANT














 








EXHIBIT B


FORM OF CLASS B WARRANT














 








EXHIBIT C


FORM OF CLASS C WARRANT














 








EXHIBIT D


FEES AND EXPENSES