Echo Global Logistics, Inc. Sample Contracts

ECHO GLOBAL LOGISTICS, INC., Issuer AND Trustee INDENTURE Dated as of May 5, 2015 Senior Debt Securities
Indenture • May 5th, 2015 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

INDENTURE, dated as of May 5, 2015, between ECHO GLOBAL LOGISTICS, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):

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AGREEMENT AND PLAN OF MERGER By and Among ECHO GLOBAL LOGISTICS, INC., EINSTEIN MIDCO, LLC and EINSTEIN MERGER SUB, INC. Dated as of September 9, 2021
Agreement and Plan of Merger • September 10th, 2021 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 9, 2021, among Echo Global Logistics, Inc., a Delaware corporation (the “Company”), Einstein MidCo, LLC, a Delaware limited liability company (“Parent”), and Einstein Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

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50,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among ECHO GLOBAL LOGISTICS, INC. and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of May 2, 2014
Credit Agreement • July 31st, 2014 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo

THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of May 2, 2014 and is made by and among ECHO GLOBAL LOGISTICS, INC., a Delaware corporation (the “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).

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Form of Underwriting Agreement
Underwriting Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

Echo Global Logistics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares of Common Stock, $0.0001 par value (the “Firm Shares”). In addition, at the election of the Underwriters, the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters up to [·] additional shares of Common Stock (the “Optional Shares”; the Firm Shares together with the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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ECHO GLOBAL LOGISTICS, INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 30th, 2008 • Echo Global Logistics, Inc. • Delaware

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of June, 2006, by and among ECHO GLOBAL LOGISTICS, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A, referred to in this Agreement as the “Investors” and each individually as an “Investor.”

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 26, 2009 among
Credit Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 26, 2009 (as it may be amended, restated supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Echo Global Logistics, Inc., a Delaware corporation (“Echo”), Echo/Bestway Holdings, LLC, a Delaware limited liability company (“Echo/Bestway”), Echo/TMG Holdings, LLC, a Delaware limited liability company (“Echo/TMG”), Echo/RT Holdings, LLC, a Delaware limited liability company (“Echo/RT”), Echo/FMI Holdings, LLC, a Delaware limited liability company (“Echo/FMI”), the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A. (“Lender”).

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ECHO GLOBAL LOGISTICS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 5, 2015 to Indenture Dated as of May 5, 2015 2.50% Convertible Senior Notes due 2020
First Supplemental Indenture • May 5th, 2015 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

FIRST SUPPLEMENTAL INDENTURE dated as of May 5, 2015 (this “Supplemental Indenture”) between ECHO GLOBAL LOGISTICS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing and amending the Indenture dated as of May 5, 2015 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

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ECHO GLOBAL LOGISTICS, INC. CONVERTIBLE SENIOR NOTES DUE 2020 UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2015 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

Address for Notices to Underwriters: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: GCM Syndicate Desk, with a copy to the Legal Department

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Delaware

This Indemnification Agreement (“Agreement”) is made as of this day of , 2009 by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2016 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2016 and effective as of August 19, 2016 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and David B. Menzel (“Menzel”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2016 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2016 and effective as of August 19, 2016 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Douglas R. Waggoner (“Waggoner”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2016 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2016 and effective as of August 19, 2016 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Kyle Sauers (“Sauers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2009 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Orazio Buzza (“Manager”).

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UNIT PURCHASE AGREEMENT BY AND AMONG ECHO GLOBAL LOGISTICS, INC., COMMAND TRANSPORTATION, LLC, THE MEMBERS OF COMMAND TRANSPORTATION, LLC, PAUL LOEB, AS SELLERS’ REPRESENTATIVE, AND PAUL LOEB, IN HIS INDIVIDUAL CAPACITY, concerning the sale of...
Unit Purchase Agreement • April 21st, 2015 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 20, 2015, by and among Echo Global Logistics, Inc. (the “Buyer”), Command Transportation, LLC (the “Company”), each of the members of the Company listed on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), Paul Loeb, as the representative of the Sellers (the “Sellers’ Representative”), and Paul Loeb, in his individual capacity. Capitalized terms shall have the meanings set forth herein.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2020 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2020 and effective as of October 5, 2020 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Peter Rogers (“Rogers”).

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WAIVER OF INVESTOR RIGHTS in connection with proposed initial public offering of Common Stock of ECHO GLOBAL LOGISTICS, INC.
Echo Global Logistics, Inc. • September 16th, 2009 • Arrangement of transportation of freight & cargo

Reference is made to (i) that certain Investor Rights Agreement (the “Investor Rights Agreement”), effective as of June 7, 2006, by and among Echo Global Logistics, Inc. (the “Company”) and the Investors listed on Exhibit A therein (collectively, the “Investors”), (ii) that certain Right of First Refusal and Co-Sale Agreement (the “ROFR Agreement”), effective as of June 7, 2006, by and among the Company and the signatories thereto, (iii) that certain Voting Agreement (the “Voting Agreement”), effective as of June 7, 2006, by and among the Company and the signatories thereto, (iv) the Amended and Restated Certificate of Incorporation of the Company (the “Articles”), and (v) the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), which Common Stock shall be sold to a group of underwriters (the “Underwriters”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth

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CONFIDENTIAL SEPARATION AGREEMENT
Confidential Separation Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo

This CONFIDENTIAL SEPARATION AGREEMENT (this “Agreement”) is entered into as of this 31st day of March, 2008, by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Scott P. Pettit (“Pettit”).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of August 26, 2009 among ECHO GLOBAL LOGISTICS, INC., a Delaware corporation, Borrower, and EGL MEZZANINE LLC, a Delaware limited liability company, Lender
Loan and Security Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 26, 2009, by and among ECHO GLOBAL LOGISTICS, INC., a Delaware corporation (“Borrower”), and EGL MEZZANINE LLC, a Delaware limited liability company (“Lender”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2009 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Douglas R. Waggoner (“Waggoner”).

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ASSET PURCHASE AGREEMENT by and among ECHO/RT HOLDINGS, LLC, RAYTRANS DISTRIBUTION SERVICES, INC., RAYTRANS HOLDINGS, INC., AND JAMES A. RAY
Asset Purchase Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of June 2, 2009, is made and entered into by and among Echo/RT Holdings, LLC, a Delaware limited liability company (the “Purchaser”), RayTrans Distribution Services, Inc., an Illinois corporation (the “Seller”), RayTrans Holdings, Inc., an Illinois corporation (“Holdings”), and James A. Ray (the “Shareholder”), and solely with respect to the provisions of Section 11.16 herein, Echo Global Logistics, Inc., a Delaware corporation (“Echo”).

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AMENDMENT NO. 1 dated as of December 10, 2015 to Revolving Credit and Security Agreement
Revolving Credit and Security Agreement • February 22nd, 2019 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

This AMENDMENT NO. 1 TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 10, 2015 (the “Effective Date”) among the following: (i) Echo Global Logistics, Inc., a Delaware corporation (“Echo”); (ii) Command Transportation, LLC, a Delaware limited liability company (“Command” and together with Echo, collectively, the “Credit Parties”); (iii) the Lenders (as hereinafter defined) party hereto; and (iv) PNC Bank, National Association, as the administrative agent (the “Agent”).

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WAIVER OF INVESTOR RIGHTS in connection with proposed initial public offering of Common Stock of ECHO GLOBAL LOGISTICS, INC.
Echo Global Logistics, Inc. • April 30th, 2008

Reference is made to (i) that certain Investor Rights Agreement (the “Investor Rights Agreement”), effective as of June 7, 2006, by and among Echo Global Logistics, Inc. (the “Company”) and the Investors listed on Exhibit A therein (collectively, the “Investors”), (ii) that certain Right of First Refusal and Co-Sale Agreement (the “ROFR Agreement”), effective as of June 7, 2006, by and among the Company and the signatories thereto, and (iii) the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company, (the “Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Investor Rights Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2008 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware Corporation (the “Company”), and Scott Pettit (“Pettit”).

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TRANSPORTATION MANAGEMENT AGREEMENT
Transportation Management Agreement • August 4th, 2008 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

This transportation management agreement (“Agreement”) is made as of the 16th day of May, 2008 (“Effective Date”), by and between Archway Marketing Services, Inc., a Delaware corporation, with its principal place of business at 19850 South Diamond Lake Road, Rogers, MN, 55374 (“Archway”), and Echo Global Logistics, Inc., a Delaware corporation, with its principal place of business at 600 West Chicago, Suite 750, Chicago, IL 60610 (“Echo”).

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FORM OF RECAPITALIZATION AGREEMENT
Form of Recapitalization Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo

THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is made as of September , 2009 by and among Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company executing a counterpart signature page hereto (collectively, the “Stockholders”).

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ASSET PURCHASE AGREEMENT by and among ECHO/TMG HOLDINGS, LLC, MOUNTAIN LOGISTICS, INC. d/b/a TRANSPORTATION MANAGEMENT GROUP, WALTER BUSTER SCHWAB, AND RYAN RENNE
Asset Purchase Agreement • April 30th, 2008 • Echo Global Logistics, Inc. • Illinois

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of May 17, 2007, is made and entered into by and among Echo/TMG Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Mountain Logistics, Inc., a Utah corporation doing business as Transportation Management Group (the “Seller”), and Walter Buster Schwab and Ryan Renne (collectively, the “Shareholders”), and solely with respect to the provisions of Section 14.14 herein, Echo Global Logistics, Inc., a Delaware corporation (“Echo”).

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TRANSPORTATION MANAGEMENT AGREEMENT
Transportation Management Agreement • August 4th, 2008 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

This is a Transportation Management Agreement (“Agreement”), effective January 20, 2006, between Cenveo Corporation, (“Client”), a Delaware corporation located at 201 Broad Street, Stamford, Connecticut 06901, and Echo Global Logistics LLC (“Echo”), a Delaware corporation located at 600 West Chicago Avenue, Suite 830, Chicago, Illinois 60610. Echo and Client are referred to in this Agreement as the “Parties.”

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 7th, 2013 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2013 and effective as of October 7, 2013 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and Evan Schumacher (“Schumacher”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 7, 2008 (the “Effective Date”), by and between Echo Global Logistics, Inc., a Delaware corporation (the “Company”), and David B. Menzel (“Menzel”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 30th, 2008 • Echo Global Logistics, Inc. • Illinois

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated March 21, 2007 and effective as of March 21, 2007 (“Effective Date”) is entered into by and among ECHO GLOBAL LOGISTICS INC., a Delaware Corporation, (“Purchaser”), SELECTRANS, LLC, a Nevada limited liability company,. (“Selectrans”), and each of DOUGLAS R. WAGGONER (“Doug”), ALLISON L. WAGGONER (“Allison”) and DARYL P. CHOL (“Daryl”) (collectively the “Owners” and collectively, except for Allison, and including Selectrans, the “Sellers”). Certain capitalized terms used herein shall have the meaning given such terms in Section 26 below.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2005 (the “Effective Date”), by and between Echo Global Logistics, a Delaware limited liability company (the “Company”), and Vip Sandhir (“Manager”).

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IRREVOCABLE PROXY AGREEMENT
Irrevocable Proxy Agreement • September 16th, 2009 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • Delaware

This Irrevocable Proxy Agreement (this “Agreement”) is made as of March 31, 2008 by and between Echo Global Logistics, Inc. (the “Representative” or “Echo”) and Scott P. Pettit, an individual (“Pettit”).

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ECHO GLOBAL LOGISTICS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2015 • Echo Global Logistics, Inc. • Arrangement of transportation of freight & cargo • New York

Address for Notices to Underwriters: Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Attention: GCM Syndicate Desk, with a copy to the Legal Department

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