0001193125-07-029681 Sample Contracts

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

THIS AMENDMENT NO. 1, dated as of October 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”).

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

THIS AMENDMENT NO. 1, dated as of October 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”).

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

THIS AMENDMENT NO. 1, dated as of October 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

INDENTURE SUPPLEMENTAL (this “Supplemental Indenture”) dated as of August 17, 2006, among VELOCITY EXPRESS CORPORATION, a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto, and WELLS FARGO BANK, N.A., a national banking association (the “Trustee”), to the INDENTURE (the “Indenture”) dated as of July 3, 2006, among the Company, the Subsidiary Guarantors named therein, and the Trustee.

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

THIS AMENDMENT NO. 1, dated as of October 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”).

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2007 • Velocity Express Corp • Air courier services • New York

THIS AMENDMENT NO. 1, dated as of October 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”).

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