0001193125-05-204981 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2005 • Velocity Express Corp • Air courier services • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 14th day of October, 2005 by and among Velocity Express Corporation, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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Contract
Stock Purchase Agreement • October 20th, 2005 • Velocity Express Corp • Air courier services • New York

All of the Purchase Agreements are identical to the form of Series P Stock Purchase Agreement, dated October 14, 2005 attached hereto, except as to the name of the Investor, the number of shares of Series P Convertible Preferred Stock purchased and the purchase price of those shares, all of which is specified in the chart below:

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