Exhibit 24
WRITTEN CONSENT IN LIEU OF A MEETING
OF THE
MANAGING MEMBER
OF
SPG GP, LLC
(a Delaware limited liability company)
April 4, 2020
THE UNDERSIGNED, on this 4th day of April 2020, being the
managing member (the "Member") of SPG GP, LLC, a Delaware limited liability
company (the "Company") pursuant to Section 18-302(d) of the Limited Liability
Company Act of the State of Delaware and the applicable provisions of
the limited liability company agreement of the Company, does hereby consent
in writing to the adoption of the following resolutions in lieu of a meeting and
authorize the taking of all actions contemplated hereby:
WHEREAS, the Member has the authority, pursuant to Section 2.06(a) and
4.01 of the Fourth Amended and Restated Limited Liability Company Agreement of
the Company, to exercise the Company's rights and performing the Company's
obligations;
WHEREAS, the Company is the general partner of Snow Phipps Group AIV,
L.P. ("Snow AIV") and has the authority pursuant to Section 4.1 of the Second
Amended and Restated Agreement of Limited Partnership of Snow AIV, to manage and
control Snow AIV, including the right to enter into and perform, or cause to be
done, all such acts or deeds relating to the investment transactions on behalf
of Snow AIV;
WHEREAS, the Company is the general partner of Snow Phipps Group (RPV),
L.P. ("Snow (RPV)") and has the authority pursuant to Section 4.1 of the Third
Amended and Restated Agreement of Limited Partnership of Snow (RPV), to manage
and control Snow (RPV), including the right to enter into and perform, or cause
to be done, all such acts or deeds, relating to investment transactions on
behalf of Snow (RPV);
NOW, THEREFORE, BE IT
RESOLVED, that the Member has determined that is in the best interest of
Snow AIV and Snow (RPV) to invest additional capital in Velocity Commercial
Capital, LLC and Velocity Financial, LLC in exchange for preferred stock and
warrants (the "Transaction"); and further
RESOLVED, that the form, terms and provisions of the agreements and
ancillary documents relating to the Transaction, in substantially the form
presented to the Member, be, and the same hereby are, authorized, approved and
adopted; and further
RESOLVED, that Alan Mantel and John Pless are authorized, empowered and
directed, in the name and on behalf of the Company as authorized signatory, to
execute and deliver all the agreements, certificates, directions, promissory
notes, representations, issuances, filings or other instruments or documents of
every kind or character deemed by Alan Mantel or John Pless necessary,
advisable or appropriate to implement the foregoing resolutions or in
furtherance thereof; and to do and perform or cause to be done and performed any
and all other acts or things Alan Mantel or John Pless shall deem reasonably
necessary, advisable or appropriate to comply with or effect the purposes and
intent of these resolutions; and further
RESOLVED, that the execution by Alan Mantel or John Pless of any agreement
, instrument or document authorized by these resolutions or any agreement,
instrument or document executed in accomplishment of any action or actions so
authorized, is (or shall become upon delivery) the enforceable and binding act
and obligation of the Company; and further
RESOLVED, that any and all actions by Alan Mantel or John Pless to effect
the purposes of or in furtherance of these resolutions taken prior to the date
hereof is hereby ratified, approved, confirmed and adopted in all respects.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the date first stated above.
MANAGING MEMBER:
IKS, LLC
By: /s/ Ian K. Snow
-----------------------
Name: Ian K. Snow
Title: Manager
