VOTING AND SUPPORT AGREEMENT
THIS VOTING AND SUPPORT AGREEMENT, dated as of April 5, 2020 (this Agreement), between Velocity Financial, Inc., a Delaware corporation (the Company) and the stockholders set forth on the signature page hereto (the Stockholder).
WHEREAS, the Stockholder beneficially owns, directly or indirectly, shares of common stock, par value $0.01 per share of the Company (the Common Stock) set forth on Schedule A hereto (such shares together with any additional shares of Common Stock of the Company that are hereafter issued to, or otherwise acquired or owned, beneficially or of record, by, the Stockholder prior to the termination of this Agreement being referred to herein as the Subject Shares);
WHEREAS, the Company is entering into a Securities Purchase Agreement on or around the date hereof (the Purchase Agreement) with the purchasers named therein (collectively, the Purchasers) pursuant to which, among other things, it proposes to issue and sell to the Purchasers, and the Purchasers purchase from the Company, shares of Series A Convertible Preferred Stock (as defined in the Purchase Agreement) and Warrants (as defined in the Purchase Agreement);
WHEREAS, pursuant to the terms of the Purchase Agreement, the Company intends to call and hold a meeting of its stockholders (the Special Meeting) to seek approval by the holders of Common Stock to approve the issuance of shares of Common Stock upon exercise of the Warrants or conversion of the Series A Convertible Preferred Stock issued to the Purchasers pursuant to the Purchase Agreement and all other Transaction Documents as required by the listing standards of the New York Stock Exchange (NYSE) (and any successor thereto and any other trading market on which the Common Stock is listed), including under Section 312.03 of the NYSE Listed Company Manual (collectively, the Proposal); and
WHEREAS, the convertibility and/or exercise of the securities issued pursuant to the Purchase Agreement is contingent upon the receipt of approval of the Companys Stockholders of the Proposal at the Special Meeting.
NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Agreement to Vote.
(a) Voting. Subject to the terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that during the time this Agreement is in effect at every annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1(a)(ii), however called, including any adjournment or postponement thereof, the Stockholder shall:
(i) cause the Subject Shares to be counted as present thereat for purposes of determining a quorum; and
(ii) be present (in person or by proxy) and vote (or cause to be voted), in person or by proxy, the Subject Shares (A) in favor of the approval of the Proposal and (B) without limitation of the preceding clause (i), in favor of any proposal to adjourn or postpone the Special Meeting (and, if applicable, any subsequent annual or special meeting of the stockholders of the Company held with respect to approval of the Proposal (a Subsequent Stockholder Meeting)) to a later date solely if there are not sufficient votes for approval of the Proposal on the date on which the Special Meeting (or, if applicable, a Subsequent Stockholder Meeting) is held. Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.