0001047469-09-008383 Sample Contracts

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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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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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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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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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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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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