Velocity Express Corp Watch

from 8-K 5 pages Amendment No. 2 (This “Amendment”) Dated as of October 28, 2009 to the Asset Purchase Agreement (The “Agreement”), Dated as of September 24, 2009, Among Velocity Express Corporation, a Delaware Corporation (“Parent”), Velocity Express, Inc., a Delaware Corporation (“Vei”), Velocity Express Leasing, Inc., a Delaware Corporation (“Vel”), CD&L, Inc., a Delaware Corporation (“CD&L”), Vxp Mid-West, Inc., a Delaware Corporation (“Vxpm”), Vxp Leasing Mid-West, Inc., a Delaware Corporation (“Vxplm”), Clayton/National Courier Systems, Inc., a Missouri Corporation (“Cncs”), Click Messenger Service, Inc., a New Jersey Corporation (“Click”), Olympic Courier Systems, Inc., a New York Corporation (“Olympic”), Securities Courier Corporation, a New York Corporation (“Scs”), Silver Star Express, Inc., a Florida Corporation (“Silver Star”), Velocity Systems Franchising Corporation, a Michigan Corporation, and U-Ship International, Ltd., a Wisconsin Corporation (Together With Vei, Vel, CD&L, Vxpm, Vxplm, Cncs, Click, Olympic, Scs and Silver Star, the “Subsidiaries”; the Subsidiaries Together With Parent Are Referred to as the “Sellers”), and Comvest Velocity Acquisition I, LLC, a Delaware Limited Liability Company (The “Purchaser”). in Consideration of the Mutual Promises Contained Herein and Other Good and Valuable Consideration, the Receipt and Adequacy of Which Are Hereby Acknowledged, the Sellers and the Purchaser Hereby Agree as Follows: 1. Clause (D) of the Definition of "Permitted Liens" in Section 1.1 of the Agreement Is Hereby Amended to Add at the Beginning Thereof, "Solely for Purposes of Section 3.8(b),". 2. Section 5.1(a) of the Agreement Is Hereby Amended and Restated in Its Entirety as Follows

from 8-K 5 pages Amendment (This “Amendment”) Dated as of October 14, 2009 to the Asset Purchase Agreement (The “Agreement”), Dated as of September 24, 2009, Among Velocity Express Corporation, a Delaware Corporation (“Parent”), Velocity Express, Inc., a Delaware Corporation (“Vei”), Velocity Express Leasing, Inc., a Delaware Corporation (“Vel”), CD&L, Inc., a Delaware Corporation (“CD&L”), Vxp Mid-West, Inc., a Delaware Corporation (“Vxpm”), Vxp Leasing Mid-West, Inc., a Delaware Corporation (“Vxplm”), Clayton/National Courier Systems, Inc., a Missouri Corporation (“Cncs”), Click Messenger Service, Inc., a New Jersey Corporation (“Click”), Olympic Courier Systems, Inc., a New York Corporation (“Olympic”), Securities Courier Corporation, a New York Corporation (“Scs”), Silver Star Express, Inc., a Florida Corporation (“Silver Star”), Velocity Systems Franchising Corporation, a Michigan Corporation, and U-Ship International, Ltd., a Wisconsin Corporation (Together With Vei, Vel, CD&L, Vxpm, Vxplm, Cncs, Click, Olympic, Scs and Silver Star, the “Subsidiaries”; the Subsidiaries Together With Parent Are Referred to as the “Sellers”), and Comvest Velocity Acquisition I, LLC, a Delaware Limited Liability Company (The “Purchaser”)

from 8-K 58 pages Asset Purchase Agreement Among Velocity Express Corporation, Velocity Express, Inc., Velocity Express Leasing, Inc., CD&L, Inc., Certain Other Direct and Indirect Subsidiaries of Velocity Express Corporation and Comvest Velocity Acquisition I, LLC Dated as of September 24, 2009

from 8-K 68 pages Agreement and Plan of Merger

from 10-K 1 page Certificate of Merger

from 8-K ~5 pages Agreement and Plan of Merger

from 8-K ~50 pages Exhibit 2.1 - Securities Purchase Agreement

from 8-K ~50 pages Exhibit 2.1 - Securities Purchase Agreement

from 8-K 1 page Amendment No. 1 to Merger Agreement

from 8-K ~50 pages Merger Agreement

from 8-K >50 pages Agreement and Plan of Merger