ContractVelocity Express Corp • July 10th, 2006 • Air courier services • Delaware
THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
12% Senior Secured Notes Due 2010 Warrants to Purchase Common Stock VELOCITY EXPRESS CORPORATION PURCHASE AGREEMENTPurchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
Purchase Agreement (this “Agreement”) is entered into on July 3, 2006 by and among Velocity Express Corporation, a Delaware corporation (the “Company”), the entities identified as guarantors of the Notes (as defined below) on the signature page to this Agreement (collectively, the “Guarantors”) and the persons and entities identified as purchasers on the signature page to this Agreement (each, a “Purchaser” and collectively the “Purchasers”). Jefferies & Company, Inc. joins this Agreement only for purposes of Section 5(f) and Section 11 and solely in its capacity as Closing Agent (as defined in Section 5(f)).
SECURITY AGREEMENTSecurity Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
SECURITY AGREEMENT (this “Agreement”) dated as of July 3, 2006 (the “Effective Date”), by VELOCITY EXPRESS CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”); each of the Subsidiaries of the Company identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto or that become “Subsidiary Guarantors” hereunder pursuant to Section 6.06 after the date hereof (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Company, individually a “Grantor Party” and, collectively, the “Grantor Parties”); to and in favor of WELLS FARGO BANK, N.A., as Trustee for and on behalf of the Holders under (and as defined in) the Indenture referred to (and defined) below, acting, for purposes of this Agreement, on behalf and for the benefit of the Holders as their duly-appointed representative and agent with regard to all matters pertaining to the Collateral (as defined
VOTING AGREEMENTVoting Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • Delaware
VOTING AGREEMENT dated July 3, 2006 (as amended, this “Voting Agreement”) is by and between VELOCITY EXPRESS CORPORATION, a Delaware corporation (“Parent”) and the individuals listed on Schedule A annexed hereto (collectively, the “Stockholders” and each individually is a “Stockholder”).
VELOCITY EXPRESS CORPORATION, as the Company and WELLS FARGO BANK, N.A., as TrusteeVelocity Express Corp • July 10th, 2006 • Air courier services • New York
INDENTURE, dated as of July 3, 2006, between VELOCITY EXPRESS CORPORATION, a Delaware corporation, as issuer (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Trustee”), pursuant to which each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes:
12% Senior Secured Note Due 2010 Warrants to Purchase Common Stock VELOCITY EXPRESS CORPORATION UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
This Purchase Agreement (this “Agreement”) is entered into on July 3, 2006 by and among (i) Velocity Express Corporation, a Delaware corporation (the “Company”), (ii) New Delaware Delivery, Inc., Corporate Express Distribution Services, Inc., Velocity Express Administration, Inc., Velocity Express Leasing, Inc., Velocity Express Management Business Trust, Velocity Express, Inc., VXP Leasing Mid-West, Inc., VXP Mid-West, Inc. (collectively, the “Guarantors”) and (iii) Exeter Capital Partners IV, L.P., a Delaware limited partnership (“Purchaser”).
SERIES A CONVERTIBLE SUBORDINATED DEBENTURE PURCHASE AGREEMENTConvertible Subordinated Debenture Purchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • Delaware
THIS SERIES A CONVERTIBLE SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of July, 2006, by and between VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Buyer”) and each of the parties listed as Sellers on Exhibit “A” attached hereto (hereafter each referred to as a “Seller” and collectively referred to as the “Sellers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 3rd day of July, 2006, by and among Velocity Express Corporation, a Delaware corporation (the “Company”), and each of the persons party hereto as named on the signature page of this Agreement (collectively, the “Investors”).
SERIES A PREFERRED STOCK, COMMON STOCK AND WARRANT PURCHASE AGREEMENT (Share Consideration)Warrant Purchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • Delaware
THIS SERIES A PREFERRED STOCK, COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of July, 2006, by and between VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Buyer”) and EXETER CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and
SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries a Preferred Stock And • July 10th, 2006 • Velocity Express Corp • Air courier services • New York
THIS SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of July, 2006, by and between VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Buyer”) and BNP PARIBAS (the “Seller”).
SERIES A PREFERRED STOCK, COMMON STOCK AND WARRANT PURCHASE AGREEMENT (Note and Warrant Consideration)Warrant Purchase Agreement • July 10th, 2006 • Velocity Express Corp • Air courier services • Delaware
THIS SERIES A PREFERRED STOCK, COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of July, 2006, by and between VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Buyer”) and EXETER CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Seller”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 10th, 2006 • Velocity Express Corp • Air courier services • Delaware
AGREEMENT AND PLAN OF MERGER (this “AGREEMENT”), dated as of July 3, 2006 (the “SIGNING DATE”), by and among VELOCITY EXPRESS CORPORATION, a Delaware corporation (“PURCHASER”), CD&L ACQUISITION CORP., a Delaware corporation and wholly owned Subsidiary of Purchaser (“NEWCO”), and CD&L, INC., a Delaware corporation (the “COMPANY”). For a listing of where the definitions of capitalized terms used in this Agreement can be found, see Section 9.11 below.
