Contract means any contract, agreement, indenture, note, bond,
mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, in each case that is legally binding, whether written or oral.
Credit Agreement means the Credit Agreement among Velocity Financial, LLC, Velocity Commercial Capital, LLC,
Velocity Commercial Resources, LLC, the lenders party thereto and Owl Rock Capital Corporation, dated as of August 29, 2019, and amended as of October 15, 2019 and as of February 5, 2020.
DGCL means the Delaware General Corporation Law, as may be amended or revised from time to time.
Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations
of the Commission promulgated thereunder.
GAAP means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board.
Governmental Authority means the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.
Law means collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of
Lien means any mortgage, pledge, lien (statutory or otherwise), security interest, security agreement, or
other encumbrance upon or with respect to any property of any kind.
Material Adverse Effect means a change,
event, circumstance, effect, condition, occurrence or development (each an Effect), which, individually or together with any other Effect or Effects, has had or would reasonably be expected to have (A) a material
adverse effect on, the operations, business, properties, assets, or financial condition of the Company Entities, taken as a whole or (B) the ability of the Company Entities to consummate the transactions contemplated by this Agreement and the
Transaction Documents; provided, however, that any Effect to the extent resulting from, relating to or arising out of any of the following shall not be taken into account in determining whether a Material Adverse Effect has
occurred for purposes of clause (A) of the definition hereof: (1) the execution or delivery of this Agreement, the identity of the Purchasers or the announcement of the transactions contemplated by this Agreement or the