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As filed with the Securities and Exchange Commission on April 30, 2008

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
under the
Securities Act of 1933

ECHO GLOBAL LOGISTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware	4731	20-5001120
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
600 West Chicago Avenue Suite 725 Chicago, Illinois 60610 Phone: (800) 354-7993 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Douglas R. Waggoner Chief Executive Officer Echo Global Logistics, Inc. 600 West Chicago Avenue Suite 725 Chicago, Illinois 60610 Phone: (312) 676-2700 Fax: (847) 574-0882 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven J. Gavin, Esq. Matthew F. Bergmann, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Phone: (312) 558-5600 Fax: (312) 558-5700		Robert E. Buckholz, Jr., Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 Phone: (212) 558-4000 Fax: (212) 558-3588

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee


Common Stock, $0.0001 par value	$100,000,000	$3,930

(1): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion: dated April 30, 2008

PROSPECTUS

Shares

ECHO GLOBAL LOGISTICS, INC.

Common Stock

This is an initial public offering of shares of common stock of Echo Global Logistics, Inc.

Echo is offering shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional shares. Echo will not receive any proceeds from the sale of shares by the selling stockholders.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . Application has been made for quotation of the common stock on the Nasdaq Global Market under the symbol "ECHO."

See "Risk Factors" beginning on page 10 to read about
factors you should consider before buying shares of our common stock.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds to Echo (before expenses)	$	$
Proceeds to selling stockholders (before expenses)	$	$

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from the selling stockholders at the initial public offering price less the underwriting discount.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on , 2008.

Lehman Brothers		Citi

William Blair & Company

Thomas Weisel Partners LLC

Barrington Research

Craig-Hallum Capital Group

, 2008.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		10
FORWARD-LOOKING STATEMENTS		23
USE OF PROCEEDS		24
DIVIDEND POLICY		24
CAPITALIZATION		25
DILUTION		26
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA		28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		30
BUSINESS		45
MANAGEMENT		63
COMPENSATION DISCUSSION AND ANALYSIS		68
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		88
PRINCIPAL AND SELLING STOCKHOLDERS		93
DESCRIPTION OF CAPITAL STOCK		96
SHARES ELIGIBLE FOR FUTURE SALE		100
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		102
UNDERWRITING		105
VALIDITY OF COMMON STOCK		109
EXPERTS		109
WHERE YOU CAN FIND ADDITIONAL INFORMATION		109
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where those offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Through and including , 2008 (the 25 ^th day after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We operate in an industry in which it is difficult to obtain precise industry and market information. Although we have obtained some industry data from third-party sources that we believe to be reliable, in certain cases we have based certain statements contained in this prospectus regarding our industry and our position in the industry on our estimates concerning our customers and competitors. These estimates are based on our experience in the industry, conversations with our principal carriers and our own investigation of market conditions. Unless otherwise noted, the statistical data contained in this prospectus regarding the third-party logistics industry is based on data we obtained from Armstrong & Associates, an independent research firm.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information, including our financial statements and the related notes and schedules, included elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in "Risk Factors" beginning on page 10, and the consolidated financial statements and notes to those consolidated financial statements before making an investment decision.

ECHO GLOBAL LOGISTICS, INC.

Overview

We are a leading provider of technology enabled business process outsourcing (BPO) serving the transportation and logistics needs of our clients. Our proprietary technology platform compiles and analyzes data from our diversified network of over 16,000 transportation providers to efficiently serve our clients' shipping needs and optimize their freight management. Our technology enables us to identify excess transportation capacity and obtain preferential rates, service terms and cost savings for our clients. We provide solutions across all major transportation modes, including truckload (TL), less than truck load (LTL), small parcel, inter-modal, domestic air, expedited services and international. Our core logistics services include pre-engagement freight analysis, rate negotiation, shipment execution and tracking, carrier management, routing compliance, freight bill audit and payment and performance management and reporting, including executive dashboard tools.

We believe our ability to identify and utilize excess capacity solves a long-standing transportation industry problem of failing to match demand with available supply and benefits both our clients and the carriers in our network. Through our proprietary technology platform and the real-time market intelligence stored in our database, we are able to identify and utilize transportation providers with unused capacity on routes that our clients can employ. Our carrier network consists of over 16,000 transportation providers that have been selected based on their ability to effectively serve our clients in terms of price, capabilities, geographic coverage and quality of service. We believe the carriers in our network also benefit from the opportunity to serve the transportation needs of our clients with minimal sales, marketing or customer service expense.

Our proprietary technology platform, Evolved Transportation Manager (ETM), allows us to analyze our clients' transportation requirements and provide configurable solutions that often result in cost savings of 5% to 15%. Our clients communicate their transportation needs to us electronically through our EchoTrak web portal, other computer protocols, or by phone. Using pricing, service and available capacity data derived from our carrier network, historical transaction information and external market sources, ETM analyzes the capabilities and pricing options of our carrier network and recommends cost-effective solutions. After the carrier is selected, either by the client or us, we leverage our ETM technology platform to manage all aspects of the shipping process.

Our clients gain access to our extensive carrier network through our proprietary technology platform, which enables them to capitalize on our broad logistics knowledge, pricing intelligence and purchasing leverage. In some instances, our clients have eliminated their internal logistics departments altogether, allowing them to reduce overhead costs, redeploy internal resources and focus on their core businesses. Using ETM also provides our clients with the ability to track individual shipments, transfer shipment-level data to their financial management systems and create customized dashboards and reports detailing carrier activity on an enterprise-wide basis. These features provide our clients with greater visibility, business analytics and control of their freight expenditures.

two categories, enterprise and transactional. We typically enter into multi-year contracts with our enterprise clients, which are often on an exclusive basis for a specific transportation mode or point of origin. As part of our value proposition, we also provide core logistics services to these clients. We provide discrete logistics services and solutions to our transactional clients on a shipment-by-shipment basis, which are typically individually priced. For the year ended December 31, 2007, enterprise and transactional clients accounted for 56% and 44% of our revenue, respectively.

We are unencumbered by physical assets, meaning we do not own the transportation equipment used to transport our clients' freight or warehouse our clients' inventory. We believe this model allows us to be flexible and seek solutions that are tailored to the specific needs of our clients, rather than optimizing particular assets. We generate revenue by procuring transportation services on behalf of our clients through our carrier network. Typically, we generate profits on the difference between what we charge to our clients for these services and what we pay to our carriers.

We were formed in January 2005. In 2007, we served over 4,600 clients using approximately 3,900 different carriers. The number of our enterprise clients increased from 12 in 2005 to 62 in 2007, and we entered into contracts with seven new enterprise clients in the first quarter of 2008. Our revenue increased $88.2 million to $95.5 million in 2007 from $7.3 million in 2005, and our net income increased $2.2 million to $1.7 million in 2007 from a net loss of $0.5 million in 2005.

Industry Background

Transportation involves the physical movement of goods, and logistics relates to the management and flow of those goods from origin to destination. The worldwide transportation and logistics market is an integral part of the global economy. According to the Council of Supply Chain Management Professionals, total transportation and logistics spend for the United States in 2006 was approximately $1.31 trillion. According to Armstrong & Associates, an independent research firm, gross revenue for third-party logistics in the United States in 2006 was approximately $113.6 billion.

Our management estimates that approximately 30% of available transportation capacity in the United States remains unused as a result of the inefficiencies in the transportation and logistics market relating to the absence of an established and automated marketplace. Without this marketplace, demand is not always matched with available supply due to constant fluctuations in transportation capacity and imperfect information, resulting in underutilized assets. Logistics decisions such as carrier selection are made with limited analysis and access to real-time capacity data. As a result, carrier selection is regularly driven by the effectiveness of a carrier's sales organization and decisions are made with limited price information.

As companies seek to become more competitive, they tend to focus on their core business processes and outsource their non-core business processes to third-party providers. Third-party logistics providers for the transportation industry offer services such as transportation, distribution, supply chain management, customs brokerage, warehousing and freight management. Third-party logistics providers may also provide a range of ancillary services such as packaging and labeling, freight tracking and integration with client-specific planning systems to facilitate supply chain management.

According to Armstrong & Associates, from 1996 to 2006, the United States outsourced logistics market grew at a 13.9% compounded annual rate, from $30.8 billion to $113.6 billion in gross revenue. In addition, according to Armstrong & Associates, only 17% of logistics expenditures for the United States were outsourced in 2006. We believe that the market penetration of outsourced logistics in the United States will continue to expand and the outsourced logistics market in the United States will continue to grow over the next several years. We also believe that many companies will look to outsource their entire shipping department to third-party logistics providers rather than contracting with providers on a shipment-by-shipment basis.

The market for third-party logistics providers is highly fragmented. According to the Transportation Intermediaries Association, a professional organization representing transportation intermediaries, no single third-party logistics provider controls more than 5% of the United States market. Although a variety of business models exist within the transportation and logistics market, transportation providers are generally divided into two primary categories: asset-based transportation providers and non-asset-based service providers. Most asset-based providers have significant capital equipment and infrastructure and typically focus on maximizing their individual asset utilization to limit the amount of unused transportation capacity and increase their return on investment. Non-asset-based providers do not own the transportation equipment that is used to transport their clients' shipments, but instead serve as intermediaries that procure access to physical transportation capacity for shippers and contract warehousing providers.

Many large third-party logistics providers are asset-based providers. Non-asset-based providers typically operate as small freight brokers with limited resources, limited carrier networks and modest or outdated information technology systems. Our management believes fewer than 5% of non-asset-based providers have more than 100 personnel and the small providers, comprising the other 95%, lack the scale to support the increasing requirements for national and global coverage across multiple modes of transportation, the ability to offer a complete outsourcing solution and the ability to provide their clients with superior technology enabled solutions.

Our Competitive Advantage

We believe a number of important competitive strengths will continue to drive our success in the future, including:

Disruptive business model with significant value proposition for clients. Our technology-driven, fully-integrated transportation and logistics solution disrupts traditional transportation outsourcing models by aggregating fragmented supply and demand information across all major modes of transportation from our broad network of clients and carriers. By leveraging our proprietary technology platform and the real-time market intelligence stored in our database, we are able to disintermediate traditional transportation sales and brokerage personnel and recommend a carrier for each route, in each mode, at any given moment, often leading to significant cost savings. Our clients benefit from our buying power aggregated through our more than 4,600 clients. We believe this buying power enables us to provide an efficient network of capacity at preferential rates. As a result, we are able to reduce many of our clients' total annual transportation and logistics costs by between 5% to 15%, while providing high-quality service.

Proprietary technology platform. Our proprietary ETM technology platform is a fully-integrated, web-based solution that provides cost savings, supply chain visibility and shipment execution across all major modes of transportation. ETM allows us to compile freight and logistics data from our diversified network of over 16,000 carriers to efficiently serve our clients' shipping needs and optimize their freight management. We use our ETM technology platform to analyze the capabilities of our carrier network and recommend cost-effective carriers in the appropriate transportation mode. We also use our ETM technology platform to track individual shipments and provide customized reports throughout the lifecycle of each shipment, allowing us to manage the entire shipping process from pick-up to delivery as part of our value proposition. ETM provides client-specific intelligence by giving them self-service access to carrier pricing information derived from data stored within ETM. The collective components of our ETM technology platform allow us to craft an integrated transportation solution for each client. We believe that the ability to provide these configurable solutions, and the fact that our ETM database expands and becomes increasingly more difficult to replicate as our volume grows, furthers our competitive advantage.

Superior client interfacing technology and service. Our proprietary technology platform provides a central, visible, scalable and configurable solution that enables our clients to cost-effectively manage their transportation and logistics costs. Our technology platform provides our clients with access to detailed transportation market analytics and robust business intelligence capabilities. By using our suite of web-based applications, our clients can obtain real-time information on individual shipments and available capacity, transfer shipment-level data to their financial management systems and create customized dashboards and reports detailing carrier activity on an enterprise-wide basis. In addition, we offer our enterprise clients superior client care through dedicated teams of account executives and on-site support.

Multi-faceted sales strategy. We have built a multi-faceted sales strategy that effectively utilizes our enterprise sales representatives, transactional sales representatives and agent network. Our enterprise sales representatives have significant sales expertise and are focused on building relationships with clients' senior management teams to execute multi-year enterprise contracts, typically with terms of one to three years. Our transactional sales representatives, with support from our account executives, are focused on building new transactional client relationships and migrating transactional accounts to enterprise accounts. From inception through 2007, 13% of our enterprise accounts were converted from transactional accounts, and of the seven contracts entered into with new enterprise clients in the first quarter of 2008, two were converted from transactional accounts. Our network of agents enables us to leverage seasoned industry professionals with access to regional shipping markets. Our agents are experienced industry sales professionals typically focused on building relationships with client department level transportation managers, such as shipping, traffic or logistics managers. From inception through 2007, 13 of our enterprise accounts and 1,192 of our transactional accounts were sourced through our network of agents. Our multi-faceted sales strategy enables us to engage clients on a shipment-by-shipment basis (transactional) or a fully or partially outsourced basis (enterprise), which we believe significantly enhances our ability to attract new clients and increase our revenue from existing clients. Our ability to work with clients on a transactional basis also allows for a gradual and transparent transition to a fully-outsourced enterprise solution, which enhances our ability to sign new enterprise contracts.

Access to extensive and high-quality carrier network. Our carrier network consists of over 16,000 carriers that have been selected based on their ability to effectively serve our clients on the basis of price, capabilities, geographic coverage and quality of service. We regularly monitor our carriers' pricing, shipment track record, capacity and financial stability using a system in which carriers are graded based on their performance against other carriers, giving our clients an enhanced level of quality control. By leveraging our visibility into carrier capacity, we are also able to negotiate favorable rates, optimize our clients' transportation spend and provide a complete and cost-effective solution.

Experienced management team. We have a highly experienced management team with extensive industry knowledge. Our Chief Executive Officer, Douglas R. Waggoner, is the former President and CEO of USF Bestway, a regional carrier based in Scottsdale, Arizona, and Daylight Transport, an LTL carrier based in Long Beach, California. Our Chief Financial Officer, David B. Menzel, is the former Chief Financial Officer of G2 SwitchWorks Corp., a travel technology company. Our non-executive Chairman, Samuel K. Skinner, is the former Chairman, President and Chief Executive Officer of USF Corporation, and the former Secretary of Transportation of the United States of America.

Our Strategy

Our objective is to become the premier provider of transportation and logistics services to corporate clients in the United States. Our business model and technological advantage have been the

main drivers of our strong historical results and have positioned us for continued growth. The key elements of our strategy include:

Expand our client base. We intend to develop new long-term client relationships by leveraging our industry experience and expanding our sales and marketing activities. As of March 31, 2008, we had contracts with 65 enterprise clients, including 35 new enterprise contracts executed in 2007 and seven new enterprise contracts executed in the first quarter of 2008. We seek to attract new enterprise clients by targeting companies with substantial transportation needs and demonstrating our ability to reduce their transportation costs by using our ETM technology platform. In addition, we plan to continue to hire additional sales representatives to build our transactional business across all major modes. We believe our business model provides us with a competitive advantage in recruiting sales representatives as it enables our representatives to leverage our proprietary technology and carrier network to market a broader range of services to their clients at prices that are typically lower than those offered by our competitors.

Further penetrate our established client base. We believe our established client base presents a substantial opportunity for growth. As we increase the depth and breadth of the services we provide and demonstrate our ability to deliver cost savings, we are able to strengthen our relationships with our clients, penetrate incremental modes and geographies and generate more shipments. In 2007, 33% of our clients increased their business with us by more than 10%, and our recurring revenue from these clients increased from $33.2 million in 2006 to $49.1 million in 2007. In addition, as we become more fully integrated into the businesses of our transactional clients and are able to identify additional opportunities for efficiencies, we seek to further penetrate our client base by up-selling our enterprise solution to those clients. Of our 65 enterprise clients as of March 31, 2008, 10 began as transactional clients.

Continue to make strategic acquisitions. We have grown, in part, through acquisitions. We intend to continue to make strategic acquisitions that complement our relationships and domain expertise and expand our business into new geographic markets. Our objective is to increase our presence and capabilities in major commercial freight markets in the United States. We may also evaluate opportunities to access attractive markets outside the United States from time to time, or selectively consider strategic relationships that add new long-term client relationships, enhance the depth and breadth of our services or complement our business strategy.

Further invest in our proprietary technology platform. We intend to continue to improve and develop Internet and software-based information technologies that are compatible with the solution we provide to our clients. In order to continue to meet our clients' transportation requirements, we intend to invest in specific technology applications and personnel in order to improve and expand our offering. As of December 31, 2007, we had approximately 6,000 individual users of ETM and as the number of users expands, we will continue to invest in both IT development and infrastructure.

Risk Factors

Our business is subject to numerous risks, as discussed more fully in the section entitled "Risk Factors" beginning on page 10. In particular, the following risks, among others, may have an adverse effect on our strategy, which could cause a decrease in the price of our common stock and result in a loss of all or a portion of your investment:

•: If our carriers do not meet our needs or expectations, or those of our clients, our business would suffer.
•: Competition could substantially impair our business and our operating results.
•: A significant portion of our revenue is derived from a relatively limited number of large clients and any loss of, or decrease in sales to, these clients could harm our results of operations.
•: If we are unable to expand the number of our sales representatives and agents, or if a significant number of our sales representatives and agents leave us, our ability to increase our revenues could be negatively impacted.

Except where the context requires otherwise, in this prospectus the terms "Company," "Echo," "we," "us" and "our" refer to Echo Global Logistics, Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

Our principal executive offices are located at 600 West Chicago Avenue, Suite 725, Chicago, IL 60610, and our telephone number at this address is (800) 354-7993. Our website is www.echo.com. Information contained on our website is not a part of this prospectus.

"Echo Global Logistics," "Evolved Transportation Manager," "ETM," "Echo Trak," "eConnect," "EchoPak," "RateIQ," "LaneIQ," "EchoIQ," and the Echo Global Logistics logo are trademarks of Echo. All other trademarks appearing in this prospectus are the property of their respective owners.

THE OFFERING

Common Stock offered by Echo		shares
Common Stock offered by the selling stockholders		shares
Total		shares
Common Stock to be outstanding after this offering		shares
Underwriters' option to purchase additional shares from the selling stockholders		shares
Use of proceeds		We expect our net proceeds from this offering will be approximately $ . We intend to use our net proceeds from this offering primarily to expand our sales force, to enhance our technology, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. In addition, we intend to use approximately $2.3 million of our net proceeds from this offering to make required accrued dividend payments to the holders of our Series B and D preferred shares, which holders include certain of our directors or entities controlled or owned by them. See "Use of Proceeds."
Risk factors		See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Nasdaq Global Market symbol		"ECHO"

Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering excludes:

•: 1,221,667 shares of issued unvested common stock;
•: 2,735,500 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $2.49 per share;
•: shares of common stock underlying stock options that we intend to grant to certain employees prior to the completion of this offering under our stock incentive plan at an exercise price equal to the initial public offering price; and
•: 1,419,500 shares of common stock available for additional grants under our stock incentive plan.

Prior to the completion of this offering, we intend to recapitalize all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of our common stock on approximately a one-for-one basis. See "Certain Relationships and Related Party Transactions—Recapitalization." Unless otherwise indicated, all share amounts:

•: assume the underwriters' option to purchase additional shares from the selling stockholders is not exercised; and
•: give effect to our recapitalization prior to the completion of this offering.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents summary consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes. The pro forma consolidated statement of operations data for the year ended December 31, 2007 gives effect to the May 17, 2007 acquisition of Mountain Logistics as if this acquisition had occurred on January 1, 2007, and reflects the elimination of preferred dividends accrued during the period presented as a result of the recapitalization of all outstanding shares of our Series B preferred stock and Series D preferred stock into shares of our common stock as if the recapitalization had occurred on January 1, 2007. The pro forma consolidated statements of operations data do not necessarily indicate the results that would have actually occurred if the acquisition of Mountain Logistics had occurred on January 1, 2007 or that may occur in the future. You should read the pro forma consolidated statements of operations data together with the more detailed information contained in Unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes.

					Years ended December 31,									Pro forma year ended December 31,			Three months ended March 31,
					2005			2006			2007			2007			2007			2008
														(unaudited)			(unaudited)			(unaudited)
					(dollars in thousands, except per share data)
Consolidated statements of operations data:
Revenue:
		Transportation			$	7,228		$	32,417		$	93,932		$	101,427		$	12,694		$	38,388
		Fee for services				94			778			1,529			1,529			195			541

Total revenue						7,322			33,195			95,461			102,956			12,889			38,929
Transportation costs						6,152			27,704			74,576			80,133			10,373			30,175

Gross profit						1,170			5,491			20,885			22,823			2,516			8,754
Operating expenses:
			Commissions			156			866			4,291			5,001			314			1,922
			General and administrative			1,472			4,387			12,037			12,886			1,730			4,625
			Depreciation and amortization			67			691			1,845			2,102			257			705

				Total operating expenses		1,695			5,944			18,173			19,989			2,301			7,252

Income (loss) from continuing operations						(525	)		(453	)		2,712			2,834			215			1,502
Other income (expense)						12			201			191			121			91			(1	)

Income (loss) before income taxes and discontinued operations						(513	)		(252	)		2,903			2,955			306			1,501
Income tax benefit (expense)						—			220			(1,174	)		(1,192	)		(122	)		(595	)

Income (loss) before discontinued operations						(513	)		(32	)		1,729			1,763			184			906
Loss from discontinued operations						—			(214	)		—			—			—			—

Net income (loss)						(513	)		(246	)		1,729			1,763			184			906
Dividends on preferred shares						(5	)		(602	)		(1,054	)		—			(262	)		(262	)

Net income (loss) applicable to common stockholders					$	(518	)	$	(848	)	$	675		$	1,763		$	(78	)	$	644

Net income (loss) per share of common stock:
	Basic				$	(0.02	)	$	(0.04	)	$	0.03		$	0.06		$	—		$	0.03
	Diluted				$	(0.02	)	$	(0.04	)	$	0.03		$	0.06		$	—		$	0.03
Shares used in per share calculations:
	Basic					21,548			22,388			23,425			29,809			22,836			24,114
	Diluted					21,548			22,388			24,905			31,289			22,836			25,416

		Years ended December 31,								Pro forma year ended December 31,		Three months ended March 31,
		2005			2006			2007		2007		2007		2008
		(unaudited)			(unaudited)			(unaudited)		(unaudited)		(unaudited)		(unaudited)
		(dollars in thousands, except per share data)
Pro forma income tax benefit (expense)(1)		$	205		$	(34	)	$	—	$	—	$	—	$	—
Pro forma net income (loss)(1)		$	(308	)	$	(280	)	$	—	$	—	$	—	$	—
Pro forma net income (loss) per share of common stock(2):
	Basic	$			$			$		$		$		$
	Diluted	$			$			$		$		$		$
Shares used in unaudited pro forma per share calculations:
	Basic
	Diluted
Other data:
Enterprise clients(3)			12			27			62				33		65
Transactional clients served in period(4)			202			650			4,566				626		3,993
Total clients(5)			214			677			4,628				659		4,058
Employees and independent contractors(6)			44			105			344				138		433

(1): Unaudited pro forma income tax benefit (expense) represents a combined federal and state effective tax rate of 40% and does not consider potential tax loss carrybacks, carryforwards or realizability of deferred tax assets. The unaudited pro forma net income represents our net income (loss) for the periods presented as adjusted to give effect to the pro forma income tax benefit (expense).
(2): Unaudited pro forma net income (loss) per share of common stock (i) reflects the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock on approximately a one-for-one basis and (ii) approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred shares.
(3): Reflects number of enterprise clients on the last day of the applicable period.
(4): Reflects number of transactional clients served in the applicable period.
(5): Reflects total number of enterprise clients determined on the last day of the applicable period and number of transactional clients served in the applicable period.
(6): Reflects number of employees, agents and independent contractors on the last day of the applicable period.

The pro forma as adjusted balance sheet data in the table below reflects (i) the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of our common stock on approximately a one-for-one basis, (ii) approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred stock and (iii) the sale of shares of our common stock offered by us in this offering assuming an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

	As of March 31, 2008
	Actual			Pro forma as adjusted
	(unaudited) (in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	2,836		$
Working capital		4,996
Total assets		34,215
Total liabilities		17,648
Convertible preferred shares		18,955
Cash dividends per common share		—
Total stockholders' equity (deficit)		(2,388	)

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and other information in this prospectus before you decide to buy our common stock. Our business, financial condition and operating results may suffer if any of the following risks are realized. If any of these risks or uncertainties occurs, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business

If our carriers do not meet our needs or expectations, or those of our clients, our business would suffer.

The success of our business depends to a large extent on our relationships with clients and our reputation for providing high-quality technology enabled transportation and logistics solutions. We do not own or control the transportation assets that deliver our clients' freight, and we do not employ the people directly involved in delivering the freight. We rely on independent third-parties to provide TL, LTL, small parcel, inter-modal, domestic air, expedited and international services and to report certain information to us, including information relating to delivery status and freight claims. This reliance could cause delays in providing our clients with important service data and in the financial reporting of certain events, including recognizing revenue and recording claims. If we are unable to secure sufficient transportation services to meet our commitments to our clients, our operating results could be adversely affected, and our clients could switch to our competitors temporarily or permanently. Many of these risks are beyond our control and difficult to anticipate, including:

•: changes in rates charged by transportation providers;
•: supply shortages in the transportation industry, particularly among truckload carriers;
•: interruptions in service or stoppages in transportation as a result of labor disputes; and
•: changes in regulations impacting transportation.

If any of the third-parties we rely on do not meet our needs or expectations, or those of our clients, our professional reputation may be damaged and our business would be harmed. For international shipments, we currently rely on one carrier to provide substantially all of our transportation. If this carrier fails to meet our needs or expectations, our ability to offer international shipping services could be delayed or disrupted, and our costs may increase. In 2006 and 2007, international shipments accounted for 0% and 3% of our revenue, respectively.

Competition could substantially impair our business and our operating results.

Competition in the transportation services industry is intense. We compete against other non-asset-based logistics companies as well as asset-based logistics companies; freight forwarders that dispatch shipments via asset-based carriers; carriers offering logistics services; internal shipping departments at companies that have substantial transportation requirements; large business process outsourcing (BPO) service providers; and smaller, niche service providers that provide services in a specific geographic market, industry segment or service area. We also compete against carriers' internal sales forces and shippers' transportation departments. At times, we buy transportation services from our competitors. Historically, competition has created a downward pressure on freight rates, and continuation of this rate pressure may adversely affect the Company's revenue and income from operations.

In addition, a software solution and database similar to ETM could be created over time by a competitor with sufficient financial resources and comparable experience in the transportation services industry. If our competitors are able to offer comparable services, we could lose clients, and our market

share and profit margin could decline. Our competitors may also establish cooperative relationships to increase their ability to address client needs. Increased competition may lead to revenue reductions, reduced profit margins or a loss of market share, any one of which could harm our business.

A significant portion of our revenue is derived from a relatively limited number of large clients and any loss of, or decrease in sales to, these clients could harm our results of operations.

A significant portion of our revenue is derived from a relatively limited number of large clients. Specifically, we have derived and are likely to continue to derive a significant portion of our revenue from Archway Marketing Services and Cenveo Corporation. Revenue from Archway Marketing Services and Cenveo Corporation accounted for 16% and 11% of our revenue in 2007. Revenue from our five largest clients, collectively, accounted for 44% of our revenue in 2007, and revenue from our 10 largest clients, collectively, accounted for 48% of our revenue in 2007. We are likely to continue to experience ongoing customer concentration, particularly if we are successful in attracting large enterprise clients. It is possible that revenue from these clients, either individually or as a group, may not reach or exceed historical levels in any future period. The loss or significant reduction of business from one or more of our major clients would adversely affect our results of operations.

If we are unable to expand the number of our sales representatives and agents, or if a significant number of our sales representatives and agents leaves us, our ability to increase our revenue could be negatively impacted.

Our ability to expand our business will depend, in part, on our ability to attract additional sales representatives and agents with established client relationships. Competition for qualified sales representatives and agents can be intense, and we may be unable to hire such persons. Any difficulties we experience in expanding the number of our sales representatives and agents could have a negative impact on our ability to expand our client base, increase our revenue and continue our growth.

In addition, we must retain our current sales representatives and agents and properly incentivize them to obtain new clients and maintain existing client relationships. If a significant number of our sales representatives and agents leaves us, our revenue could be negatively impacted. We have entered into agreements with our sales representatives and agents that contain non-compete provisions to mitigate this risk, but we may need to litigate to enforce our rights under these agreements, which could be time-consuming, expensive and ineffective. A significant increase in the turnover rate among our current sales representatives and agents could also increase our recruiting costs and decrease our operating efficiency, which could lead to a decline in the demand for our services.

If our services do not achieve widespread commercial acceptance, our business will suffer.

Many companies coordinate the procurement and management of their logistics needs with their own employees using a combination of telephone, facsimile, e-mail and the Internet. Growth in the demand for our services depends on the adoption of our technology enabled transportation and logistics solutions. We may not be able to persuade prospective clients to change their traditional transportation management processes. Our business could suffer if our services are not accepted by the marketplace.

We may not be able to develop or implement new systems, procedures and controls that are required to support the anticipated growth in our operations.

Our revenue increased to $95.5 million in 2007 from $7.3 million in 2005, representing a compound annual growth rate of 261%. Between January 1, 2005 and December 31, 2007, the number

of our employees and independent contractors increased from 44 to 344. Continued growth could place a significant strain on our ability to:

•: recruit, motivate and retain qualified sales representatives and agents, carrier representatives and management personnel;
•: develop and improve our internal administrative infrastructure and execution standards; and
•: expand and maintain the operation of our technology infrastructure in a manner that preserves a quality customer experience.

To manage our growth, we must implement and maintain proper operational and financial controls and systems. Further, we will need to manage our relationships with various clients and carriers. We cannot give any assurance that we will be able to develop and implement, on a timely basis, the systems, procedures and controls required to support the growth in our operations or effectively manage our relationships with various clients and carriers. If we are unable to manage our growth, our business, operating results and financial condition could be adversely affected.

If we are unable to maintain ETM, our proprietary software, demand for our services and our revenue could decrease.

We rely heavily on ETM, our proprietary software, to track and store externally and internally generated market data, analyze the capabilities of our carrier network and recommend cost-effective carriers in the appropriate transportation mode. To keep pace with changing technologies and client demands, we must correctly interpret and address market trends and enhance the features and functionality of our proprietary technology platform in response to these trends, which may lead to significant ongoing research and development costs. We may be unable to accurately determine the needs of our clients and the trends in the transportation services industry or to design and implement the appropriate features and functionality of our technology platform in a timely and cost-effective manner, which could result in decreased demand for our services and a corresponding decrease in our revenue. Despite testing, we may be unable to detect defects in existing or new versions of our proprietary software, or errors may arise in our software. Any failure to identify and address such defects or errors could result in loss of revenue or market share, liability to clients or others, diversion of resources, injury to our reputation, and increased service and maintenance costs. Correction of such errors could prove to be impossible or very costly, and responding to resulting claims or liability could similarly involve substantial cost.

Our inability to protect our intellectual property rights may impair our competitive position.

Our failure to adequately protect our intellectual property and other proprietary rights could harm our competitive position. We rely on a combination of copyright, trademark, and trade secret laws, as well as license agreements and other contractual provisions to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring all of our employees and independent contractors to enter into confidentiality and invention assignment agreements. To date we have not pursued patent protection for our technology. We also have not registered trademarks to protect our brands. We have one application for trademark registration pending at the United States Patent and Trademark Office, but it has not yet been examined, and there is no guarantee that the mark will be registered. We cannot be certain that the steps we have taken to protect our intellectual property rights will be adequate or will prevent third-parties from infringing or misappropriating our rights; imitating or duplicating our technology, services or methodologies, including ETM; or using trademarks similar to ours. Should we need to resort to litigation to enforce our intellectual property rights or to determine the validity and scope of the rights of others, such litigation could be time-consuming and costly, and the result of any litigation is subject to uncertainty. In addition, ETM incorporates open source software components that are

licensed to us under various public domain licenses. Although we believe that we have complied with our obligations under the various applicable licenses for the open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms of these licenses, and the potential impact of such terms on our business is, therefore, difficult to predict.

We may be sued by third-parties for alleged infringement of their intellectual or proprietary rights.

Our use of ETM or other technologies could be challenged by claims that such use infringes, misappropriates or otherwise violates the intellectual property rights of third-parties. Any intellectual property claims, with or without merit, could be time-consuming and costly to resolve, could divert management's attention from our business and could require us to pay substantial monetary damages. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing agreement to continue using the technology that is the subject of the claim, or could otherwise restrict or prohibit our use of such technology. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all, from the party asserting an infringement claim, or that we would be able to develop or license a suitable alternative technology to permit us to continue offering the affected services to our clients. Our insurance coverage for claims of infringement, misappropriation, or other violation of the intellectual property rights of third-parties may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us, and our insurers may disclaim coverage as to any future claims. An uninsured or underinsured claim could result in unanticipated costs thereby reducing operating results.

We have a long selling cycle to secure a new enterprise contract and a long implementation cycle, which require significant investments of resources.

We typically face a long selling cycle to secure a new enterprise contract, which requires significant investment of resources and time by both our clients and us. Before committing to use our services, potential clients require us to spend time and resources educating them on the value of our services and assessing the feasibility of integrating our systems and processes with theirs. Our clients then evaluate our services before deciding whether to use them. Therefore, our enterprise selling cycle, which can take up to six months, is subject to many risks and delays over which we have little control, including our clients' decisions to choose alternatives to our services (such as other providers or in-house resources) and the timing of our clients' budget cycles and approval processes.

Implementing our enterprise services, which can take from one to six months, involves a significant commitment of resources over an extended period of time from both our clients and us. Depending on the scope and complexity of the processes being implemented, these time periods may be significantly longer. Our clients and future clients may not be willing or able to invest the time and resources necessary to implement our services, and we may fail to close sales with potential clients to which we have devoted significant time and resources, which could have a material adverse effect on our business, results of operations, financial condition and cash flows, as we do not recognize significant revenue until after we have completed the implementation phase.

Our clients may terminate their relationships with us on short notice with limited or no penalties, and our clients are not obligated to spend a minimum amount with us.

Our transactional clients, which accounted for approximately 22% and 44% of our revenue in 2006 and 2007, respectively, use our services on a shipment-by-shipment basis rather than under long-term contracts. These clients have no obligation to continue using our services and may stop using them at any time without penalty or with only limited penalties. Our contracts with enterprise clients typically have terms of one to three years. Enterprise contracts accounting for 3% and 18% of our revenue in 2007 are scheduled to expire (subject to possible renewal) in 2008 and 2009, respectively.

The volume and type of services we provide each client may vary from year to year and could be reduced if the client were to change its outsourcing or shipping strategy. Our enterprise clients generally are not obligated to spend any particular amount with us, although our enterprise contracts are typically exclusive with respect to point of origin or one or more modes of transportation, meaning that the client is obligated to use us if it ships from the point of origin or uses those modes. These contractual exclusivity provisions help ensure, but do not guarantee, that we receive a significant portion of the amount that our enterprise clients spend on transportation in the applicable mode or modes or from the applicable point of origin. In our experience, compliance with such provisions varies from client to client and over time. Failure to comply with these exclusivity provisions may adversely affect our revenue.

If a significant number of our transactional or enterprise clients elect to terminate or not to renew their engagements with us, or if the volume of their shipping orders decreases, our business, operating results and financial condition could suffer. If we are unable to renew our enterprise contracts at favorable rates, our revenue may decline.

If we are unable to deliver agreed upon cost savings to our enterprise clients, we could lose those clients and our results could suffer.

Our contracts with enterprise clients typically commit us to deliver a negotiated level of cost savings compared to our clients' historical shipping expenditures over a fixed period of time. We then estimate cost savings periodically during the term of our engagement and if the negotiated amount is not achieved, the client has the right to terminate the contract. Any number of factors, including a downturn in the economy, increases in costs, or decreases in the availability of transportation capacity, could impair our ability to provide the agreed cost savings. Even if our enterprise clients do not terminate their contracts with us as a result, our results of operations will suffer, and it may become more difficult to attract new enterprise clients.

A significant or prolonged economic downturn, particularly within the transportation services industry, or a substantial downturn in our clients' business cycles, could adversely affect our revenue and results of operations.

The transportation industry has historically experienced cyclical fluctuations in financial results due to, among other things, economic recession, downturns in business cycles, fuel shortages or fluctuations in energy prices generally, price increases by carriers, changes in regulatory standards, interest rate fluctuations and other economic factors beyond our control. Carriers may charge higher prices to cover higher operating expenses, and our gross profits and income from operations may decrease if we are unable to pass through to our clients the full amount of higher transportation costs. If an economic recession or a downturn in our clients' business cycles causes a reduction in the volume of freight shipped by those clients, our operating results could also be adversely affected.

A decrease in levels of excess capacity in the U.S. transportation services industry could have an adverse impact on our business.

We believe that, historically, the U.S. transportation services industry has experienced significant levels of excess capacity. Our business seeks to capitalize on imbalances between supply and demand in the transportation services industry by obtaining favorable pricing terms from carriers in our network through a competitive bid process. Reduced excess capacity in the transportation services industry generally, and in our carrier network specifically, could have an adverse impact on our ability to execute our business strategy and on our business results and growth prospects.

A decrease in the number of carriers participating in our system could adversely affect our business.

We use our proprietary technology platform to compile freight and logistics data from over 16,000 TL carriers and 50 LTL carriers and from six small parcel carriers, 18 inter-modal carriers, 12 domestic air carriers and 10 international carriers as of December 31, 2007. We expect to continue to rely on these carriers to fulfill our shipping orders in the future. However, these carriers are not contractually required to continue to accept orders from us. If shipping capacity at a significant number of these carriers becomes unavailable, we will be required to use fewer carriers, which could significantly limit our ability to serve our clients on competitive terms. The transportation industry has also experienced consolidation among carriers in recent years and further consolidations could result in a decrease in the number of carriers, which may impact our ability to serve our clients on competitive terms. In addition, we rely on price bids provided by our carriers to populate our database. If the number of our carriers decreases significantly, we may not be able to obtain sufficient pricing information for ETM, which could affect our ability to obtain favorable pricing for our clients.

Our obligation to pay our carriers is not contingent upon receipt of payment from our clients, and we extend credit to certain clients as part of our business model.

In most cases, we take full risk of credit loss for the transportation services we procure from carriers. Our obligation to pay our carriers is not contingent upon receipt of payment from our clients. In 2006 and 2007, our revenue was $33.2 million and $95.5 million, respectively, and our top 10 clients accounted for 76% and 48% of our revenue, respectively. If any of our key clients fail to pay for our services, our profitability would be negatively impacted.

We extend credit to certain clients in the ordinary course of business as part of our business model. By extending credit, we increase our exposure to uncollected receivables. If we fail to monitor and manage effectively the resulting credit risk, our immediate and long-term liquidity may be adversely affected. In addition, if one of our key clients defaults in paying us, our profitability would be negatively impacted.

A prolonged outage of our ETM database could result in reduced revenue and the loss of clients.

The success of our business depends upon our ability to deliver time-sensitive, up-to-date data and information. We rely on our computer equipment, database storage facilities and other office equipment, which are mainly located in our Chicago headquarters. Our operations and those of our carriers and clients are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, terrorist attacks, wars, computer viruses, hacker attacks, equipment failure, physical break-ins and other events beyond our control, including disasters affecting Chicago. We attempt to mitigate these risks through various means, including system backup and security measures, but our precautions will not protect against all potential problems. We maintain off-site backup facilities for our database and network equipment, but these facilities could be subject to the same interruptions that could affect our headquarters. If we suffer a database or network facility outage, our business could experience disruption until we fully implement our backup systems.

We do not currently have the capability to switch over all of our systems to a backup facility immediately. We are currently in the process of finalizing our new business continuity plan for our core IT systems and applications, which will help us continue to protect our IT infrastructure. Although the development of a parallel computing facility that will provide full backup of our servers and database is part of this plan, we have not yet completed implementation of the plan, meaning that any of the events described above could severely disrupt the normal operation of our business. Any software or hardware damage, failure that causes service interruption or an increase in response time of ETM or damages incurred by us could reduce client satisfaction, decrease usage of our services and adversely affect our business, results of operation, financial condition and cash flows.

Our ETM technology platform relies heavily on our telecommunication service providers, our electronic delivery systems and the Internet, which exposes us to a number of risks over which we have no control, including risks with respect to increased prices, termination, failures and disruptions of essential services.

Our ability to deliver our services depends upon the capacity, reliability and security of services provided to us by our telecommunication service providers, our electronic delivery systems and the Internet. We have no control over the operation, quality or maintenance of these services or whether the vendors will improve their services or continue to provide services that are essential to our business. In addition, our telecommunication service providers may increase their prices at which they provide services, which would increase our costs. If our telecommunication service providers were to cease to provide essential services or to significantly increase their prices, we could be required to find alternative vendors for these services. With a limited number of vendors, we could experience significant delays in obtaining new or replacement services, which could significantly harm our reputation and could cause us to lose clients and revenue. Moreover, our ability to deliver information using the Internet may be impaired because of infrastructure failures, service outages at third-party Internet providers or increased government regulation. If disruptions, failures or slowdowns of our electronic delivery systems or the Internet occur, our ability to provide technology enabled BPO solutions effectively and to serve our clients may be impaired.

We are subject to claims arising from our transportation operations.

We use the services of thousands of transportation companies and their drivers in connection with our transportation operations. From time to time, these drivers are involved in accidents or goods carried by these drivers are lost or damaged and the carriers may not have adequate insurance coverage. Although these drivers are not our employees and all of these drivers are employees or independent contractors working for carriers or are owner-operators, from time to time, claims may be asserted against us for their actions, or for our actions in retaining them. Claims against us may exceed the amount of our insurance coverage, or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, claims for lost or damaged goods, liability claims or workers' compensation claims, or unfavorable resolutions of claims, could materially adversely affect our operating results. Significant increases in insurance costs or the inability to purchase insurance as a result of these claims could also reduce our profitability.

Our industry is subject to seasonal sales fluctuations. If our business experiences seasonality, it could have an adverse effect on our operating results and financial condition.

Our industry is subject to some degree of seasonal sales fluctuations as shipments generally are lower during and after the winter holiday season. If we were to experience lower-than-expected revenue during any such period, whether from a general decline in economic conditions or other factors beyond our control, our expenses may not be offset, which would have a disproportionately adverse impact on our operating results and financial condition for that period.

Our limited operating history makes it difficult to evaluate our business, prospects and future financial performance.

We formed our business in January 2005 and have a limited operating history, which makes evaluating our current business and prospects difficult. The revenue and income potential of our business is uncertain, which makes it difficult to accurately predict our future financial performance. We incurred net losses of $0.5 million in 2005 and $0.2 million in 2006, and we may incur net losses in the future. We may also face periods where our financial performance falls below investor expectations. As a result, the price of our common stock may decline.

Because many of the members of our management team have been employed with us for a short period of time, we cannot be certain that they will be able to manage our business successfully.

We are dependent on our management team for our business to be successful. Because of our limited operating history, many of our key management personnel have been employed by us for less than two years. Therefore, we cannot be certain that we will be able to allocate responsibilities appropriately and that the new members of our management team will succeed in their roles. Our inability to integrate recent additions to our current management team with our business model would make it difficult for us to manage our business successfully and to pursue our growth strategy.

We may not be able to identify suitable acquisition candidates, effectively integrate newly acquired businesses or achieve expected profitability from acquisitions.

Part of our growth strategy is to increase our revenue and the market regions that we serve through the acquisition of complementary businesses. There can be no assurance that suitable candidates for acquisitions can be identified or, if suitable candidates are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable candidates are identified, any future acquisitions may entail a number of risks that could adversely affect our business and the market price of our common stock, including the integration of the acquired operations, diversion of management's attention, risks of entering new market regions in which we have limited experience, adverse short-term effects on our reported operating results, the potential loss of key employees of acquired businesses and risks associated with unanticipated liabilities.

We may use our common stock to pay for acquisitions. If the owners of potential acquisition candidates are not willing to receive our common stock in exchange for their businesses, our acquisition prospects could be limited. Future acquisitions could also result in accounting charges, potentially dilutive issuances of equity securities and increased debt and contingent liabilities, including liabilities related to unknown or undisclosed circumstances, any of which could have a material adverse effect on our business and the market price of our common stock.

We may face difficulties as we expand our operations into countries in which we have limited operating experience.

We provide transportation services within and between continents on an increasing basis. In 2006 and 2007, international transportation accounted for 0% and 3% of revenue, respectively. We intend to continue expanding our global footprint, specifically in international-air and ocean modes, in order to maintain an appropriate cost structure and meet our clients' delivery needs. This may involve expanding into countries other than those in which we currently operate. Our business outside of the United States is subject to various risks, including:

•: changes in economic and political conditions in the United States and abroad;
•: changes in compliance with international and domestic laws and regulations;
•: wars, civil unrest, acts of terrorism and other conflicts;
•: natural disasters;
•: changes in tariffs, trade restrictions, trade agreements and taxations;
•: difficulties in managing or overseeing foreign operations;
•: limitations on the repatriation of funds because of foreign exchange controls;
•: less developed and less predictable legal systems than those in the United States; and

•: intellectual property laws of countries which do not protect our intellectual property rights to the same extent as the laws of the United States.

The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.

As we expand our business in foreign countries we will become exposed to increased risk of loss from foreign currency fluctuations and exchange controls as well as longer accounts receivable payment cycles. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.

If we are unable to manage the risks and challenges associated with our operations in India, the growth of our business could be impacted.

In 2005, we expanded our business operations to include facilities in Kolkata and Pune, India. These facilities, which provide customer support and administrative services, accounted for approximately 8% of our workforce as of March 31, 2008. We are subject to a number of risks and challenges that specifically relate to our operations in India, including the following:

•: wages in India are increasing at a faster rate than in the North America, which may result in increased costs for our Indian workforce;
•: the exchange rate between the Indian rupee and the U.S. dollar has changed substantially in recent years and may fluctuate substantially in the future. An appreciation of the Indian rupee against the U.S. dollar or a fluctuation in interest rates in India may have an adverse effect on our cost of revenue, gross profit margin and net income, which may in turn have a negative impact on our business, operating results and financial condition; and
•: we do not currently employ our Indian workforce directly but rather contract with an independent third-party to provide and train workers through our build, operate, transfer (BOT) arrangements. Although additional hiring may be necessary, we are able to provide all of the services performed by our Indian workforce through our domestic operations. In addition, we believe that we could replace our BOT arrangement over time with other arrangements in India or in another low cost foreign labor market. However, a significant failure by our independent contractor to provide and train Indian workers under our existing BOT arrangement could result in increased costs and disruptions or delays in the provision of our services and could distract our management from operating and growing our business.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

From time to time, we arrange for the movement of hazardous materials at the request of our clients. As a result, we are subject to various environmental laws and regulations relating to the handling, transport and disposal of hazardous materials. If our clients or carriers are involved in a spill or other accident involving hazardous materials, or if we are found to be in violation of applicable laws or regulations, we could be subject to substantial fines or penalties, response or remediation costs, and civil and criminal liability, any of which could have an adverse effect on our business and results of operations. In addition, current and future national laws and multilateral agreements relating to carbon emissions and the effects of global warming can be expected to have a significant impact on the transportation sector generally and the operations and profitability of some of our carriers in particular, which could adversely affect our business and results of operations.

Our business depends on compliance with many government regulations.

International and domestic transportation of goods is subject to a number of governmental regulations, including licensing and financial security requirements, import and export regulations, security requirements, packaging regulations and notification requirements. These regulations and requirements are subject to change based on new legislation and regulatory initiatives, which could affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.

We are licensed by the U.S. Department of Transportation as a broker authorized to arrange for the transportation of general commodities by motor vehicle. We must comply with certain insurance and surety bond requirements to act in this capacity. Prior to the completion of this offering, we expect to obtain an ocean transportation intermediary license from the Federal Maritime Commission to act as an ocean freight forwarder and as a non-vessel operating common carrier. The application for our ocean transportation intermediary license has been approved, and we expect to be issued the license upon the completion of certain compliance requirements.

We are currently providing customs broker services through contacts with licensed customs brokers. We are in the process of obtaining a license as a customs broker, and as a licensed customs broker we will be required to comply with applicable customs and customs broker regulations. We intend to register as an indirect air carrier with the Transportation Security Administration, and as a registered indirect air carrier we will be required to comply with air security regulations imposed by the Transportation Security Administration.

We may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been and will be adopted in response to terrorist activities and potential terrorist activities. No assurances can be given that we will be able to pass these increased costs on to our clients in the form of rate increases or surcharges.

If the key members of our management team do not remain with us in the future, our business, operating results and financial condition could be adversely affected.

Our future success may depend to a significant extent on the continued services of Douglas R. Waggoner, our Chief Executive Officer; David B. Menzel, our Chief Financial Officer; and Samuel K. Skinner, our non-executive Chairman. The loss of the services of any of these or other individuals could adversely affect our business, operating results and financial condition and could divert other senior management time in searching for their replacements.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition into a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. In particular, these new obligations will require substantial attention from our senior management and divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

We will incur increased costs as a result of being a public company.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we do not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the

Securities and Exchange Commission (the SEC), the Public Company Accounting Oversight Board and the Nasdaq Global Market, imposes additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. For example, under Section 404 of the Sarbanes-Oxley Act, for our annual report on Form 10-K for our fiscal year ending December 31, 2009, we will need to document and test our internal control procedures, our management will need to assess and report on our internal control over financial reporting and our independent accountants will need to issue an opinion on the effectiveness of those controls. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identified a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third-parties may also prompt even more changes in governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities by approximately $1.4 million per year. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stock holders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Risks Related to this Offering and Ownership of Our Common Stock

Because a limited number of stockholders will control the majority of the voting power of our common stock, investors in this offering will not be able to determine the outcome of stockholder votes.

Upon the completion of this offering, Eric P. Lefkofsky, Richard A. Heise, Jr., Bradley A. Keywell, affiliates of the Nazarian family and affiliates of New Enterprise Associates will, directly or indirectly, beneficially own and have the ability to exercise voting control over, in the aggregate, % of our outstanding common stock. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors, any amendments to our certificate of incorporation and significant corporate transactions. These stockholders may exercise this control even if they are opposed by our other stockholders. Without the consent of these stockholders, we could be delayed or prevented from entering into transactions (including the acquisition of our company by third-parties) that may be viewed as beneficial to us or our other stockholders. In addition, this significant concentration of stock ownership may adversely affect the trading price of our common stock if investors perceive disadvantages in owning stock in a company with controlling stockholders.

The future sale of our common stock could negatively affect our stock price after this offering.

After this offering, we will have shares of common stock outstanding, of which will be available for immediate public sale. The remaining shares of common stock outstanding after this offering, including an aggregate of shares beneficially owned, directly or indirectly, by Eric P. Lefkofsky, Richard A. Heise, Jr., Bradley A. Keywell, affiliates of the Nazarian family and affiliates of New Enterprise Associates, will be available for sale 180 days after the date of this prospectus, subject (in the case of shares held by our affiliates) to volume, manner of sale and other limitations under Rule 144. Additional sales of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline.

Our directors, officers and stockholders have agreed to enter into "lock up" agreements with the underwriters, in which they will agree to refrain from selling their shares for a period of 180 days after this offering. of our shares will become available for sale 180 days after this offering upon the expiration of these agreements. Increased sales of our common stock in the market could exert significant downward pressure on our stock price. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate.

In addition, of our shares of common stock, including shares beneficially owned, directly or indirectly, by Eric P. Lefkofsky, Richard A. Heise, Jr., Bradley A. Keywell, affiliates of the Nazarian family and affiliates of New Enterprise Associates, will be entitled to registration rights with respect to these shares after this offering. Such holders may require us to register the resale of all or substantially all of these shares upon demand. These holders include certain individuals and entities that will be selling shares of our common stock in this offering.

We will have broad discretion in using our net proceeds from this offering, and the benefits from our use of the proceeds may not meet investors' expectations.

Our management will have broad discretion over the allocation of our net proceeds from this offering as well as over the timing of their expenditure without stockholder approval. We have not yet determined the specific amounts of the $ million of our net proceeds to be used to expand our sales force, to enhance our technology, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. As a result, investors will be relying upon management's judgment with only limited information about our specific intentions for the use of the balance of our net proceeds from this offering. Our failure to apply these proceeds effectively could cause our business to suffer.

Our stock price may be volatile, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock. An active public trading market for our common stock may not develop or, if it develops, may not be maintained after this offering, and the market price could fall below the initial public offering price. If no trading market develops, securities analysts may not initiate or maintain research coverage of our company, which could further depress the market for our common stock. Some of the factors that may cause the market price of our common stock to fluctuate include:

•: fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
•: changes in market valuations of similar companies;
•: success of competitive products or services;

•: changes in our capital structure, such as future issuances of debt or equity securities;
•: announcements by us, our competitors, our clients or our carriers of significant products or services, contracts, acquisitions or strategic alliances;
•: regulatory developments in the United States or foreign countries;
•: litigation involving our company, our general industry or both;
•: additions or departures of key personnel;
•: investors' general perception of us; and
•: changes in general economic, industry and market conditions.

In addition, if the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. As a result, you could lose all or part of your investment. Our company, the selling stockholders and the representatives of the underwriters have negotiated to determine the initial public offering price. The initial public offering price may be higher than the trading price of our common stock following this offering.

Our quarterly results are difficult to predict and may vary from quarter to quarter, which may result in our failure to meet the expectations of investors and increased volatility of our stock price.

The continued use of our services by our clients depends, in part, on the business activity of our clients and our ability to meet their cost saving needs, as well as their own changing business conditions. In addition, a significant percentage of our revenue is subject to the discretion of our transactional clients, who may stop using our services at any time, and the transportation industry in which we operate is subject to some degree of seasonal sales fluctuations as shipments generally are lower during and after the winter holiday season. Therefore, the number, size and profitability of shipments may vary significantly from quarter to quarter. As a result, our quarterly operating results are difficult to predict and may fall below the expectations of current or potential investors in some future quarters, which could lead to a significant decline in the market price of our stock and volatility in our stock price.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Because our existing investors paid substantially less than the initial public offering price when they purchased their shares, new investors will incur immediate and substantial dilution in their investment.

Investors purchasing shares in this offering will incur immediate and substantial dilution in net tangible book value per share because the price that new investors pay will be substantially greater than the net tangible book value per share of the shares acquired. This dilution is due in large part to the fact that our existing investors paid substantially less than the initial public offering price when they purchased their shares. In addition, there will be options to purchase shares of common

stock outstanding upon the completion of this offering. To the extent such options are exercised in the future, there will be further dilution to new investors.

The initial public offering price for the shares sold in this offering was determined by negotiations among us, the selling stockholders and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. See "Underwriting" for a discussion of the determination of the initial public offering price.

We do not currently intend to pay dividends, which may limit the return on your investment in us.

We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

If our board of directors authorizes the issuance of preferred stock, holders of our common stock could be diluted and harmed.

Our board of directors has the authority to issue up to million shares of preferred stock in one or more series and to establish the preferred stock's voting powers, preferences and other rights and qualifications without any further vote or action by the stockholders. The issuance of preferred stock could adversely affect the voting power and dividend liquidation rights of the holders of common stock. In addition, the issuance of preferred stock could have the effect of making it more difficult for a third-party to acquire, or discouraging a third-party from acquiring, a majority of our outstanding voting stock or otherwise adversely affect the market price of our common stock. It is possible that we may need, or find it advantageous, to raise capital through the sale of preferred stock in the future.

FORWARD-LOOKING STATEMENTS

Many of the statements included in this prospectus contain forward-looking statements and information relating to our company. We generally identify forward-looking statements by the use of terminology such as "may," "will," "could," "should," "potential," "continue," "expect," "intend," "plan," "estimate," "anticipate," "believe," or similar phrases or the negatives of such terms. We base these statements on our beliefs as well as assumptions we made using information currently available to us. Such statements are subject to risks, uncertainties and assumptions, including those identified in "Risk Factors," as well as other matters not yet known to us or not currently considered material by us. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this prospectus. Forward-looking statements do not guarantee future performance and should not be considered as statements of fact.

Factors that may cause actual results to differ from expected results include, among others:

•: general economic conditions, including an increase in fuel prices and a downturn in the transportation services and business process outsourcing industry;
•: competition in our industry and innovation by our competitors;
•: our failure to anticipate and adapt to future changes in our industry;
•: uncertainty regarding our product and service innovations;
•: our inability to successfully identify and manage our acquisitions or hire qualified account executives;
•: adverse developments concerning our relationships with certain key clients or carriers;

•: our inability to adequately protect our intellectual property and litigation regarding intellectual property;
•: the increased expenses and administrative workload associated with being a public company; and
•: failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

See the section entitled "Risk Factors" for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares of our common stock we are offering will be approximately $ million, assuming an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deducting the underwriting discounts and estimated expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use our net proceeds from this offering primarily to expand our sales force, to enhance our technology, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. As of the date of this prospectus, we have no binding commitment or agreement relating to any acquisition or investment. We have not yet determined the amount of our net proceeds to be used specifically for any of the foregoing purposes. Accordingly, management will have significant flexibility in applying our net proceeds of this offering. In addition to the foregoing purposes, we intend to use approximately $2.3 million of our net proceeds from this offering to make required accrued dividend payments to the holders of our Series B and D preferred shares, which holders include certain of our directors or entities owned or controlled by them. Pending their use, we intend to invest the balance of our net proceeds from this offering in short-term, investment grade interest-bearing instruments.

DIVIDEND POLICY

Historically, we have not paid dividends on our common stock, and we currently do not intend to pay any dividends on our common stock after the completion of this offering. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business. Any determination in the future to pay dividends will depend upon our financial condition, capital requirements, operating results and other factors deemed relevant by our board of directors, including any contractual or statutory restrictions on our ability to pay dividends.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2008:

•: on an actual basis;
•: on a pro forma as adjusted basis to give effect to (i) the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of our common stock on approximately a one-for-one basis, (ii) approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred shares and (iii) the sale of shares of our common stock offered by us in this offering assuming an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock," and our consolidated financial statements and related notes, which are included elsewhere in this prospectus.

		As of March 31, 2008
		Actual			Pro forma as adjusted
		(unaudited) (dollars in thousands)
Cash and cash equivalents		$	2,836		$

Long-term debt, including current portion and capital leases(1)			474
Series D Preferred Stock, par value $0.0001 per share, 6,258,993 shares authorized, 6,258,993 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted			18,955
Stockholders' equity:
	Series B Preferred Stock, par value $0.0001 per share, 125,000 shares authorized, 125,000 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		22
	Series A Common Stock, par value $0.0001 per share, 35,000,000 shares authorized, 24,125,038 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		2
	Common Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma as adjusted
	Preferred Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma as adjusted
Stockholder receivable(2)			(2	)
Additional paid-in capital			(2,938	)
Accumulated equity (deficit)			528

	Total stockholders' equity (deficit)		(2,388	)

	Total capitalization	$	17,041		$

(1): Reflects the amount outstanding as of March 31, 2008, pursuant to capital lease obligations related to the acquisition of office furniture.
(2): This receivable was paid subsequent to March 31, 2008.

DILUTION

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

Our pro forma net tangible book value as of March 31, 2008 was approximately $ , or $ per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the number of shares of our common stock outstanding, on a pro forma basis after giving effect to the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of our common stock approximately on a one-for-one basis to be effectuated prior to the completion of this offering and approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred shares.

After giving effect to the sale of the shares of common stock offered by us assuming an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deducting the underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2008 would have been approximately $ , or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors. The following table illustrates this dilution:

Initial public offering price per share		$
	Pro forma net tangible book value per share as of March 31, 2008	$
	Increase in pro forma net tangible book value per share attributable to this offering	$
	Pro forma as adjusted net tangible book value per share as of March 31, 2008, as adjusted for this offering	$

Dilution per share to new investors		$

After this offering and assuming the exercise in full of all options outstanding and exercisable as of March 31, 2008, pro forma as adjusted net tangible book value per share as of March 31, 2008 would have been $ , representing an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors.

We will not receive any proceeds from the sale of the shares to be sold by the selling stockholders or the shares that may be sold by the selling stockholders pursuant to the underwriters' option to purchase additional shares from the selling stockholders.

The following table sets forth on a pro forma as adjusted basis as of March 31, 2008:

•: the number of shares of our common stock purchased by existing stockholders and the total consideration and the average price per share paid for those shares; and
•: the number of shares of our common stock purchased by new investors and the total consideration and the average price per share paid for those shares (assuming an initial public offering price of $ per share, the midpoint of the filing range set forth on the cover of this prospectus).

These pro forma numbers give effect to the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of our common stock on approximately a one-for-one basis to be effectuated prior to the completion of this offering.

		Number of shares purchased	Total consideration		Average price per share
Existing stockholders		29,609,031	$	23,077,055	$	0.78
New investors
	Total

The share information shown in the table above excludes:

•: 1,221,667 shares of issued unvested common stock;
•: 2,735,500 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $2.49 per share;
•: shares of common stock underlying stock options that we intend to grant to certain employees prior to the completion of this offering under our Stock Incentive Plan at an exercise price equal to the initial public offering price; and
•: 1,419,500 shares of common stock available for additional grants under our stock incentive plan.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents selected consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes.

				Years ended December 31,									Three months ended March 31,
				2005			2006			2007			2007			2008
													(unaudited)			(unaudited)
				(dollars in thousands, except per share data)
Consolidated statements of operations data:
Revenue:
	Transportation			$	7,228		$	32,417		$	93,932		$	12,694		$	38,388
	Fee for services				94			778			1,529			195			541

Total revenue					7,322			33,195			95,461			12,889			38,929
Transportation costs					6,152			27,704			74,576			10,373			30,175

Gross profit					1,170			5,491			20,885			2,516			8,754
Operating expenses:
		Commissions			156			866			4,291			314			1,922
		General and administrative			1,472			4,387			12,037			1,730			4,625
		Depreciation and amortization			67			691			1,845			257			705

			Total operating expenses		1,695			5,944			18,173			2,301			7,252

Income (loss) from continuing operations					(525	)		(453	)		2,712			215			1,502
Other income (expense)					12			201			191			91			(1	)

Income (loss) before income taxes and discontinued operations					(513	)		(252	)		2,903			306			1,501
Income tax benefit (expense)					—			220			(1,174	)		(122	)		(595	)

Income (loss) before discontinued operations					(513	)		(32	)		1,729			184			906
Loss from discontinued operations					—			(214	)		—			—			—

Net income (loss)					(513	)		(246	)		1,729			184			906
Dividends on preferred shares					(5	)		(602	)		(1,054	)		(262	)		(262	)

Net income (loss) applicable to common stockholders				$	(518	)	$	(848	)	$	675		$	(78	)	$	644

Net income (loss) per share of common stock:
	Basic			$	(0.02	)	$	(0.04	)	$	0.03		$	—		$	0.03
	Diluted			$	(0.02	)	$	(0.04	)	$	0.03		$	—		$	0.03
Shares used in per share calculations:
	Basic				21,548			22,388			23,425			22,836			24,114
	Diluted				21,548			22,388			24,905			22,836			25,416
Unaudited pro forma tax benefit (expense)(1)				$	205		$	(34	)	$	—			—			—
Unaudited pro forma net loss(1)				$	(308	)	$	(280	)	$	—			—			—
Unaudited pro forma net income (loss) per share of common stock(2):
	Basic			$			$			$			$			$
	Diluted			$			$			$			$			$
Shares used in unaudited pro forma per share calculations:
	Basic
	Diluted
Other data:
Enterprise clients(3)					12			27			62			33			65
Transactional clients served in period(4)					202			650			4,566			626			3,993
Total clients(5)					214			677			4,628			659			4,058
Employees and independent contractors(6)					44			105			344			138			433

(1): Unaudited pro forma income tax benefit (expense) represents a combined federal and state effective tax rate of 40% and does not consider potential tax loss carrybacks, carryforwards or realizability of deferred tax assets. The unaudited pro forma net income represents our net income (loss) for the periods presented as adjusted to give effect to the pro forma income tax benefit (expense).

(2): Unaudited pro forma net income (loss) per share of common stock (i) reflects the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock on approximately a one-for-one basis and (ii) approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred shares.
(3): Reflects number of enterprise clients on the last day of the applicable period.
(4): Reflects number of transactional clients served in the applicable period.
(5): Reflects total number of enterprise clients determined on the last day of the applicable period and number of transactional clients served in the applicable period.
(6): Reflects number of employees, agents and independent contractors on the last day of the applicable period.

	As of December 31,						As of March 31,
	2006			2007			2008
							(unaudited)
	(in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	8,853		$	1,568		$	2,836
Working capital		7,891			4,600			4,996
Total assets		17,048			27,564			34,215
Total liabilities		5,602			12,322			17,648
Convertible preferred shares		17,648			18,695			18,955
Cash dividends per common share		—			—			—
Total stockholders' deficit	$	(6,202	)	$	(3,453	)	$	(2,388	)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes and the information contained in other sections of this prospectus, particularly under the headings "Risk Factors," "Selected Consolidated Financial and Other Data" and "Business." It contains forward-looking statements that involve risks and uncertainties, and is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those anticipated by our management in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading "Risk Factors."

Overview

We procure transportation and provide logistics services and solutions for more than 4,600 clients across a wide range of industries, such as manufacturing and consumer products. Our clients fall into two categories, enterprise and transactional. We typically enter into multi-year contracts with our enterprise clients, which are often on an exclusive basis for a specific transportation mode or point of origin. As part of our value proposition, we also provide core logistics services to these clients. We provide discrete logistics services and solutions to our transactional clients on a shipment-by-shipment basis, which are typically priced on a spot market, or individual, basis.

Acquisition of Mountain Logistics, Inc.

On May 17, 2007, we acquired Mountain Logistics, Inc. (which was doing business as Transportation Management Group but now operates under the Echo name), a third-party logistics provider with offices in Park City, Utah and Los Angeles, California. As a result of the acquisition, we believe we have established a significant presence in the West Coast market by gaining over 200 West Coast clients and 43 sales agents. The purchase price was $4.3 million, consisting of approximately $4.25 million in cash paid in May 2007 and expenses incurred directly related to the acquisition. An additional $6.45 million in cash may become payable and 550,000 shares of our common stock may become issuable contingent upon the achievement of certain performance measures on or prior to May 31, 2012. Our 2007 results of operations include the results of operations of Mountain Logistics beginning May 1, 2007. In 2006, Mountain Logistics generated revenues of $12.0 million.

Revenue

We generate revenue through the sale of transportation and logistics services and solutions to our clients. Since our inception, our growth rates have decreased as our revenue has grown, and we expect this trend to continue. Our total revenue was $7.3 million, $33.2 million and $95.5 million in 2005, 2006 and 2007, respectively, reflecting growth rates of 353% and 188% in 2006 and 2007, respectively, as compared to the corresponding prior year.

Our revenue is generated from two different types of clients: enterprise and transactional. Our enterprise accounts typically generate higher dollar amounts and volume than our transactional relationships. We categorize a client as an enterprise client if we have a contract with the client for the

provision of services on a recurring basis. Our contracts with enterprise clients typically have a multi-year term and are often exclusive for a certain transportation mode or point of origin. In several cases, we provide substantially all of a client's transportation and logistics requirements. We categorize all other clients as transactional clients. We provide services to our transactional clients on a shipment-by-shipment basis. As of December 31, 2007, we had 62 enterprise clients and, in 2007, we served 4,566 transactional clients. In the first quarter of 2008, we entered into contracts with seven new enterprise clients. In 2005, 2006 and 2007, enterprise clients accounted for 45%, 78% and 56% of our revenue, respectively, and transactional clients accounted for 55%, 22% and 44% of our revenue, respectively. The increase in our revenue attributable to enterprise clients in 2006 was due to the addition of several significant enterprise clients. In 2007, we experienced significant sales growth in our transactional client base because we increased the number of our transactional sales representatives and sales agents. We expect to continue to grow both our enterprise and transactional client base in the future, although the rate of growth for each type of client will vary depending on strategic opportunities in the marketplace.

Revenue is recognized when the client's product is delivered by a third-party carrier or when services have been rendered. We recognize revenue either on a gross basis or on a net basis depending on the specific terms of the shipment and the underlying agreement with our client. Revenue recorded on a gross basis for shipments is reported as transportation revenue. Revenue recorded on a net basis, including revenue for other services performed on behalf of our clients, is reported as fee for service revenue. In 2007, we had two enterprise clients and a portion of our small parcel shipments recorded on a net basis. In 2007, we recorded $93.9 million of transportation revenue and $1.5 million of fee for service revenue. See "—Critical Accounting Policies—Revenue Recognition."

Revenue recognized per shipment will vary depending on the transportation mode, shipment density and mileage of the product shipped. The primary modes of shipment that we transact in are TL, LTL and small parcel. Other transportation modes include inter-modal, domestic air, expedited services and international. Typically, our revenue is lower for an LTL shipment than for a TL shipment, and revenue per shipment is higher for shipments in modes other than TL, LTL and small parcel. Material shifts in the percentage of our total revenue by transportation mode could have a significant impact on our revenue growth. In 2007, LTL accounted for 42% of our total revenue, TL accounted for 36% of our total revenue, small parcel accounted for 14% of our total revenue and other transportation modes accounted for 8% of our total revenue.

The transportation industry has historically been subject to seasonal sales fluctuations as shipments generally are lower during and after the winter holiday season. While we have experienced some seasonality, differences in our revenue between periods have been driven primarily by growth in our client base.

Transportation costs and gross profit

We act primarily as a service provider to add value and expertise in the procurement and execution of transportation and logistics services for our clients. The amount of transaction costs we record for each shipment depends on the qualification of the shipment as either gross or net. If the shipment is recorded at gross, our gross profit consists of transportation revenue minus transportation cost. Our transportation costs consists primarily of the direct cost of transportation paid to the carrier. If the shipment is recorded at net, our gross profit is our fee for service revenue, and no transportation cost is recorded for that shipment.

Gross profit is the primary indicator of our ability to procure services provided by carriers and other third-parties and is considered by management to be the primary measurement of our growth. Although our transportation cost is typically lower for an LTL shipment than for a TL shipment, our gross profit margin is typically higher for an LTL shipment than for a TL shipment. Material shifts in the percentage of our revenue by transportation mode, including small parcel, could have a significant impact on our gross profit. The discussion of results of operations below focuses on changes in our

gross profits and expenses as a percentage of gross profit margin. In 2005, 2006 and 2007, our gross profit was $1.2 million, $5.5 million and $20.9 million, respectively, reflecting growth rates of 369% and 280% in 2006 and 2007, respectively, compared to the corresponding prior year.

Operating expenses

Our operating expenses consist of commissions paid to our sales personnel, general and administrative expenses, including stock-based compensation expenses, to run our business and depreciation and amortization.

Commissions paid to our sales personnel are a significant component of our operating expenses. These commissions are based on the gross profit we collect from the clients for which they have primary responsibility. In 2005, 2006 and 2007, commission expense was 13.3%, 15.8% and 20.5%, respectively, as a percentage of our gross profit. The percentage of gross profit paid as commissions will vary depending on the type of client, composition of the sales team and mode of transportation. The increase in commission expense as a percentage of gross profit in 2006 and 2007 is partially attributable to the significant growth of our transactional sales during that time, which typically have higher commission rates. The increase is also attributable to our transition from early stage reliance on senior management relationships, with respect to which we generally do not pay commissions, to reliance on a dedicated sales force, to whom we do pay commissions. Commission expense, stated as a percentage of gross profit, could increase or decrease in the future depending on the composition of our revenue growth and the relative impact of changes in sales teams and service offerings.

We accrue for commission expense when we recognize the related revenue. Some of our sales personnel receive a monthly advance to provide them with a more consistent income stream. Cash paid to our sales personnel in advance of commissions earned is reflected as a prepaid expense on our balance sheet. As our sales personnel earn commissions, a portion of their commission payment is withheld and offset against their prepaid commission balance, if any. As of December 31, 2005, 2006 and 2007, our prepaid commission expense balance was $0.1 million, $0.2 million and $0.9 million, respectively.

Our general and administrative expenses primarily consist of compensation costs for our operations, information systems, finance and administrative support employees, and stock-based compensation. Historically, we have managed our business with relatively low general and administrative expenses. In 2005, 2006 and 2007, our general and administrative expenses were $1.5 million, $4.4 million and $12.0 million, respectively. In 2005, 2006 and 2007, general and administrative expenses as a percentage of gross profit were 125.8%, 79.9% and 57.6%, respectively. The decrease, as a percentage of gross profit, in 2006 and 2007 reflects our ability to add clients and sales personnel in order to increase our gross profit without incurring a corresponding increase in our general and administrative expenses during that time.

In 2006 and 2007, our stock-based compensation expense was $71,484 and $323,044, respectively. In 2006, we recorded stock-based compensation expense to comply with the requirement to expense stock options under FAS 123 (R). In 2007, our stock-based compensation expense increased due to additional stock options we granted in 2007.

Our depreciation expense is primarily attributable to our depreciation of purchases of computer hardware and software, equipment and furniture and fixtures. In 2005, 2006 and 2007, our depreciation expense was $0.1 million, $0.7 million and $1.4 million, respectively.

Our amortization expense is attributable to our amortization of intangible assets acquired from Mountain Logistics in May 2007 and Bestway in October 2007, including client relationships, tradenames and non-compete agreements. In 2007, our amortization expense was $0.5 million.

Recapitalization

Prior to the completion of this offering, we intend to recapitalize all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of

common stock on approximately a one-for-one basis. For a discussion of the recapitalization, see "Certain Relationships and Related Party Transactions—Recapitalization."

Income Taxes

On June 7, 2006, our company completed a conversion pursuant to which Echo Global Logistics, LLC, a limited liability company, converted to Echo Global Logistics, Inc., a corporation. As a limited liability company, we were treated as a partnership for federal income tax purposes. As a result, all items of income, expense, gain and loss of Echo were generally reportable on the tax returns of members of Echo Global Logistics, LLC. Accordingly, we made no provisions for income taxes at the company level during 2005. Our earnings are now subject to federal and state taxes at a combined rate of approximately 40%.

As a result of our conversion, we now account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. In connection with our conversion, we used $9.4 million of our net proceeds from the issuance of our Series D preferred stock to redeem certain of our Series A common units. Because we redeemed the units as a limited liability company, the cash distribution was taxable to the members and our tax basis increased resulting in the recognition of a deferred tax asset of $3.8 million, for which we recorded a valuation allowance of $1.9 million and a corresponding net increase to additional paid in capital of $1.9 million.

Critical Accounting Policies

Revenue recognition

Revenue is recognized when the client's product is delivered by a third-party carrier or when services have been rendered. In accordance with EITF Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, we recognize revenue either on a gross basis (transportation revenue) or on a net basis (fee for service revenue) depending on the specific terms of the shipment and the underlying agreement with our client. Factors influencing revenue recognition on a gross basis include the terms under which we bear the risks and benefits associated with revenue-generated activities by, among other things: (1) acting as a principal in the transaction; (2) establishing prices; (3) managing all aspects of the shipping process; and (4) taking the risk of loss for collection, delivery and returns. We recognize revenue on a gross basis (transportation revenue) if these factors are more prevalent, and we recognize revenue on a net basis (fee for service revenue) if these factors are less prevalent.

Goodwill and other intangibles

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Under SFAS No. 142, Goodwill and other Intangible Assets , goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist, in accordance with the provisions of SFAS No. 142. We evaluate recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value, including goodwill. If the fair value of the reporting unit is less than the book value, a second step is performed, which compares the implied fair value of the reporting unit's goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting units and the net fair values of the identifiable assets and liabilities of such reporting units. If the fair value of the goodwill is less than the book value, the difference is recognized as an impairment. As of December 31, 2007, our goodwill balance was $1.9 million.

SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for the impairment whenever impairment indicators exist in accordance with SFAS No. 144, Accounting for Impairment or

Disposal of Long-Lived Assets . Our intangible assets consist of client relationships, trade names and non-compete agreements, which are amortized on a straight-line basis over their applicable useful lives. As of December 31, 2007, the net balance of our intangible assets was $2.9 million.

Stock-based compensation

Prior to January 1, 2006, we accounted for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and complied with the disclosure requirements of Financial Accounting Standards Board (FASB) No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123 . Effective January 1, 2006, we adopted the fair value recognition provisions of FAS 123 (R), Share-Based Payments , using the prospective transition method and Black-Scholes as the option valuation model. Under the prospective transition method, we will continue to account for nonvested equity awards outstanding at the date of adopting Statement 123 (R) in the same manner as they had been accounted for prior to adoption. As a result, under APB No. 25, compensation expense is based on the difference, if any, on the grant date between the estimated fair value of our stock and the exercise price of options to purchase that stock. The compensation expense is then amortized over the vesting period of the stock options.

In 2005, we accounted for stock-based compensation in accordance with APB Opinion No. 25. We granted 330,000 options in 2005 at exercise prices ranging from $0.01 to $0.25 per share, which were at or above the fair market value of our common stock. As a result, there was no intrinsic value associated with these option grants. Pursuant to APB Opinion No. 25, we were not required to record any compensation expense in connection with these option grants.

In 2006, we granted 1,550,000 options at exercise prices ranging from $0.77 to $2.88 per share. The fair market value of our common stock for options granted in 2006 was determined by our management and approved by our board of directors. Our management utilized a discounted cash flow method to determine that our common stock had a fair market value per share of $0.26 as of March 31, 2006, $0.77 as of June 30, 2006, $1.06 as of September 30, 2006 and $1.08 as of December 31, 2006. Our revenue was $33.2 million in 2006, compared to $7.3 million in 2005, and the increase in the value of our common stock attributable to the growth of our business was reflected accordingly. All options granted in 2006 had exercise prices that were at or above the fair market value of our common stock.

We granted 178,500 options during the six months ended June 30, 2007 at exercise prices ranging from $1.08 to $3.50 per share, which were at or above the fair market value of our common stock. We granted 667,000 options between July 1, 2007 and September 30, 2007 at exercise prices ranging from $4.00 to $4.05 per share, which was at or above the fair market value of our common stock. The fair market values of our common stock for options granted from January 1, 2007 to September 30, 2007 was determined through the application of a discounted cash flow method performed by our management and approved by our board of directors. In November 2007, we engaged an independent valuation specialist to perform a valuation of our common stock. The valuation specialist used a discounted cash flow debt-free method under the income approach to determine that the fair market value of our common stock as of November 30, 2007 was $4.40 per share. During the fourth quarter of 2007, we granted 230,000 options at an exercise price of $4.40 per share. Our revenue was $95.5 million in 2007, compared to $33.2 million in 2006, and the increase in the value of our common stock attributable to the growth of our business was reflected accordingly.

Results of Operations

The following table sets forth our consolidated statements of income data for the periods presented in both thousands of dollars and as a percentage of our gross profit:

			Years ended December 31,									Three months ended March 31,
			2005			2006			2007			2007			2008
												(unaudited)
Consolidated statements of income data:
Revenue:
	Transportation		$	7,228		$	32,417		$	93,932		$	12,694		$	38,388
	Fee for services			94			778			1,529			195			541

		Total revenue		7,322			33,195			95,461			12,889			38,929
Transportation costs				6,152			27,704			74,576			10,373			30,175

	Gross profit			1,170			5,491			20,885			2,516			8,754
Operating expenses:
	Commissions			156			866			4,291			314			1,922
	General and administrative			1,472			4,387			12,037			1,730			4,625
	Depreciation and amortization			67			691			1,845			257			705

		Total operating expenses		1,695			5,944			18,173			2,301			7,252

Income (loss) from operations			$	(525	)	$	(453	)	$	2,712		$	215		$	1,502

Stated as a percentage of gross profit:
Gross profit				100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
	Commissions			13.3			15.8			20.5			12.5			22.0
	General and administrative			125.8			79.9			57.6			68.8			52.8
	Depreciation and amortization			5.8			12.5			8.9			10.2			8.0

		Total operating expenses		144.9			108.2			87.0			91.5			82.8
Income (loss) from operations				(44.9	)%		(8.2	)%		13.0	%		8.5	%		17.2	%

Comparison of three months ended March 31, 2008 and 2007

Revenue

Our total revenue increased by $26.0 million, or 202%, to $38.9 million during the three months ended March 31, 2008 from $12.9 million during the three months ended March 31, 2007. Transportation revenue increased by $25.7 million, or 202%, to $38.4 million during the three months ended March 31, 2008 from $12.7 million during the three months ended March 31, 2007. Fee for services revenue, a component of our revenue from enterprise clients, increased by $0.3 million, or 178%, to $0.5 million during the three months ended March 31, 2008 from $0.2 million during the three months ended March 31, 2007. The increase in the number of our clients, and the total number of shipments executed on behalf of, and services provided to, these clients, accounted for most of our revenue growth during this period. Revenue from Mountain Logistics and Bestway represented $8.7 million of our total revenue during the three months ended March 31, 2008.

Our revenue from enterprise clients increased by $7.7 million, or 80%, to $17.3 million during the three months ended March 31, 2008 from $9.6 million during the three months ended March 31, 2007 resulting from an increase in the number of enterprise clients and shipments executed and services provided. As we increased our number of transactional clients, our percentage of total revenue from

enterprise clients decreased to 45% of our revenue during the three months ended March 31, 2008 from 75% of our revenue during the three months ended March 31, 2007. As of March 31, 2008, we had 65 enterprise clients under contract, which was an increase of 32, compared to 33 enterprise clients under contract as of March 31, 2007.

Our revenue from transactional clients increased by $18.3 million, or 563%, to $21.6 million during the three months ended March 31, 2008 from $3.3 million during the three months ended March 31, 2007. The growth in revenue from transactional clients during this period was driven by the increase in the number of our transactional clients due to the addition of transactional sales representatives and sales agents, including sales agents added in connection with the Mountain Logistics and Bestway acquisitions. Our percentage of total revenue from transactional clients increased to 55% of our revenue during the three months ended March 31, 2008 from 25% of our revenue during the three months ended March 31, 2007. We served 3,993 transactional clients during the three months ended March 31, 2008, an increase of 3,367 compared to 626 transactional clients served during the three months ended March 31, 2007.

Transportation costs

Our transportation costs increased by $19.8 million, or 191%, to $30.2 million during the three months ended March 31, 2008 from $10.4 million during the three months ended March 31, 2007. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our transportation costs during this period. Our transportation costs as a percentage of total revenue decreased to 77.5% during the three months ended March 31, 2008 from 80.5% during the three months ended March 31, 2007. The improvement as a percentage of revenue is primarily due to a higher percentage of shipments from our transactional clients. Our transactional clients have typically given us more LTL volume than TL volume, and typically the transportation costs per shipment are lower for LTL than TL.

Gross profit

Gross profit increased by $6.2 million, or 248%, to $8.8 million during the three months ended March 31, 2008 from $2.5 million during the three months ended March 31, 2007. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our gross profit during this period. Gross profit margins increased to 22.5% during the three months ended March 31, 2008 from 19.5% during the three months ended March 31, 2007. The increase in gross profit margins was the result of our ability to negotiate more favorable terms on our shipments and an increase in our transactional sales, which typically have higher gross profit margins.

Operating expenses

Commission expense increased by $1.6 million, or 512%, to $1.9 million during the three months ended March 31, 2008 from $0.3 million during the three months ended March 31, 2007. As a percentage of gross profit, commission expense increased to 22.0% during the three months ended March 31, 2008 from 12.5% during the three months ended March 31, 2007. The increase in commission expense as a percentage of gross profit during the three months ended March 31, 2008 is partially attributable to growth in our transactional sales during that time, which typically have higher commission rates. The increase is also attributable to our transition from early stage reliance on senior management relationships, with respect to which we generally do not pay commissions, to reliance on a dedicated sales force, to whom we do pay commissions.

General and administrative expenses increased by $2.9 million, or 167%, to $4.6 million during the three months ended March 31, 2008 from $1.7 million during the three months ended March 31, 2007. The increase is primarily the result of hiring personnel to support our growth. As a percentage of gross profit, general and administrative expenses decreased to 52.8% during the three months ended

March 31, 2008 from 68.8% during the three months ended March 31, 2007. The decrease, as a percentage of gross profit, reflects our ability to add clients and sales personnel in order to increase our gross profit without incurring a corresponding increase in our general and administrative expense.

Stock-based compensation expense increased by $58,802, or 77%, to $135,048 during the three months ended March 31, 2008 from $76,246 during the three months ended March 31, 2007 due to additional stock options granted during the three months ended March 31, 2008.

Depreciation and amortization

Depreciation expense increased by $0.3 million, or 102%, to $0.5 million during the three months ended March 31, 2008 from $0.2 million during the three months ended March 31, 2007. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment and furniture and fixtures during the year ended March 31, 2008.

Amortization expense from intangible assets increased by $0.2 million during the three months ended March 31, 2008 due to the acquisition of intangible assets of Mountain Logistics in May 2007 and Bestway in October 2007. In connection with the Mountain Logistics acquisition, we acquired intangible assets, including client relationships, trade names and non-compete agreements, with a value of $3.0 million, which are being amortized on a straight-line basis over their applicable useful lives. In connection with the Bestway acquisition, we acquired intangible assets, consisting of client relationships with a value of $0.4 million, which are being amortized on a straight-line basis over their applicable useful lives. We did not have amortization expense from intangible assets during the three months ended March 31, 2007.

Income from operations

Income from operations increased by $1.3 million, or 599%, to $1.5 million during the three months ended March 31, 2008 from $0.2 million during the three months ended March 31, 2007. The increase in income from operations reflects a decrease in transportation cost as a percentage of revenue and a decrease in operating expenses as a percentage of gross profit, which outpaced the increases in depreciation and amortization.

Other income and expense and income tax

Interest income, net of expense, decreased by $83,985, or, 91% to $8,629 during the three months ended March 31, 2008 from $92,614 during the three months ended March 31, 2007. The decrease is due to lower average cash balances during the three months ended March 31, 2008.

Income tax expense increased by $0.5 million to $0.6 million during the three months ended March 31, 2008, from $0.1 million during the three months ended March 31, 2007. Our effective tax rate for both periods was approximately 40%.

Net income

Net income increased by $0.7 million to $0.9 million during the three months ended March 31, 2008 from $0.2 million during the three months ended March 31, 2007.

Comparison of years ended December 31, 2007 and 2006

Revenue

Our total revenue increased by $62.3 million, or 188%, to $95.5 million in 2007 from $33.2 million in 2006. Transportation revenue increased by $61.5 million, or 190%, to $93.9 million in 2007 from $32.4 million in 2006. Fee for service revenue, a component of our revenue from enterprise clients, increased by $0.8 million, or 97%, to $1.5 million in 2007 from $0.8 million in 2006. The increase in the

number of our clients, and the total number of shipments executed on behalf of, and services provided to, these clients, accounted for most of our revenue growth during this period. Revenue from Mountain Logistics and Bestway, both of which were acquired in 2007, represented $17.3 million of our total revenue in 2007.

Our revenue from enterprise clients increased by $27.1 million, or 104%, to $53.2 million in 2007 from $26.1 million in 2006. Our fee for service revenue increased by $0.7 million, or 97%, to $1.5 million in 2007 from $0.8 million in 2006. The increase in the number of our enterprise clients, and the total number of shipments executed on behalf of, and services provided to, these clients, accounted for our enterprise revenue growth during this period. Our percentage of total revenue from enterprise clients decreased to 56% in 2007 from 78% in 2006 as we increased the number of our transactional clients. As of December 31, 2006 and 2007, we had 27 and 62 enterprise clients, respectively, or an increase of 35 enterprise clients in 2007.

Our revenue from transactional clients increased by $35.2 million, or 494%, to $42.3 million in 2007 from $7.1 million in 2006. The growth in revenue from transactional clients during this period was driven by the increase in the number of our transactional clients due to the addition of transactional sales representatives and sales agents, including sales agents added in connection with the Mountain Logistics and Bestway acquisitions. Our percentage of total revenue from transactional clients increased to 44% in 2007 from 22% in 2006. In 2006 and 2007, we served 650 and 4,566 transactional clients, respectively, or an increase of 3,916 transactional clients in 2007.

Transportation costs

Our transportation costs increased by $46.9 million, or 169%, to $74.6 million in 2007 from $27.7 million in 2006. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our transportation cost during this period. Our transportation costs as a percentage of total revenue decreased to 78.1% in 2007 from 83.5% in 2006. Our transportation costs as a percentage of transportation revenue decreased to 79.4% in 2007 from 85.5% in 2006. The improvement as a percentage of revenue is primarily due to a higher percentage of revenue from our transactional clients. Our transactional clients have typically given us more LTL volume than TL volume, and typically the transportation cost per shipment is lower for LTL than TL.

Gross profit

Gross profit increased by $15.4 million, or 280%, to $20.9 million in 2007 from $5.5 million in 2006. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our gross profit during this period. Gross profit margins increased to 21.9% in 2007 from 16.5% in 2006. The increase in gross profit margins was the result of our ability to negotiate more favorable terms on our shipments and an increase in our transactional sales, which typically have higher gross profit margins.

Operating expenses

Commission expense increased by $3.4 million, or 395%, to $4.3 million in 2007 from $0.9 million in 2006. As a percentage of gross profit, commission expense increased to 20.5% in 2007 from 15.8% in 2006. The increase in commission expense as a percentage of gross profit in 2007 is partially attributable to the significant growth of our transactional sales during that time, which typically have higher commission rates. The increase is also attributable to our transition from early stage reliance on senior management relationships, with respect to which we generally do not pay commissions, to reliance on a dedicated sales force, to whom we do pay commissions.

General and administrative expenses increased by $7.6 million, or 174%, to $12.0 million in 2007 from $4.4 million in 2006. The increase is primarily the result of hiring personnel to support our

growth. As a percentage of gross profit, general and administrative expenses decreased to 57.6% in 2007 from 79.9% in 2006. The decrease, as a percentage of gross profit, reflects our ability to add clients and sales personnel in order to increase our gross profit without incurring a corresponding increase in our general and administrative expenses.

Stock-based compensation expense increased by $251,560, or 352%, to $323,044 in 2007 from $71,484 in 2006, due to additional stock options we granted in 2007.

Depreciation and amortization

Depreciation expense increased by $0.7 million, or 97.9%, to $1.4 million in 2007 from $0.7 million in 2006. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment and furniture and fixtures in 2007.

Amortization expense from intangible assets increased by $0.5 million in 2007 due to the acquisition of intangible assets of Mountain Logistics in May 2007 and Bestway in October 2007. In connection with the Mountain Logistics acquisition, we acquired intangible assets, including client relationships and non-compete agreements, with a value of $3.0 million, which are being amortized on a straight-line basis over their applicable useful lives. In connection with the Bestway acquisition, we acquired intangible assets, consisting of client relationships with a value of $0.4 million, which are being amortized on a straight-line basis over their applicable useful lives. We did not have amortization expense from intangible assets in 2006.

Income (loss) from operations

Income from operations increased by $3.2 million to $2.7 million in 2007 from a loss of $0.5 million in 2006. The increase in income from operations resulted from a decrease in transportation cost as a percentage of total revenue and a decrease in operating expenses as a percentage of gross profit, which outpaced the increase in depreciation, amortization and stock-based compensation expense.

Other income and expense, income tax and discontinued operations

Interest income decreased by $10,186, or 4.7%, to $208,055 in 2007 from $218,241 in 2006. The decrease is due to a higher average cash balance in 2006.

Income tax expense increased $1.4 million to $1.2 million in 2007 from a benefit of $0.2 million in 2006. Our effective tax rate was approximately 40% in both 2006 and 2007.

In 2006, we ceased operations of Expert Transportation, a majority-owned subsidiary, resulting in a loss from discontinued operations of $0.2 million.

Net income (loss)

Net income increased by $2.0 million to net income of $1.7 million in 2007 from a net loss of $0.2 million in 2006.

Comparison of years ended December 31, 2006 and 2005

Revenue

Our total revenue increased by $25.9 million, or 353%, to $33.2 million in 2006 from $7.3 million in 2005. Transportation revenue increased by $25.2 million, or 348%, to $32.4 million in 2006 from $7.2 million in 2005. Fee for service revenue, a component of our revenue from enterprise clients, increased by $0.7 million, or 730%, to $0.8 million in 2006 from $0.1 million in 2005. The increase in

the number of our clients, and the total number of shipments executed on behalf of, and services provided to, these clients, accounted for most of our revenue growth during this period.

Our revenue from enterprise clients increased by $22.8 million, or 697%, to $26.1 million in 2006 from $3.3 million in 2005. Our fee for service revenue increased by $0.7 million, or 730%, to $0.8 million in 2006 from $0.1 million in 2005. The increase in the number of our enterprise clients, and the total number of shipments executed on behalf of, and service provided to, these clients, accounted for our enterprise revenue growth during this period. Our percentage of total revenue from enterprise clients increased to 78% in 2006 from 45% in 2005 due to the increase in the number of our enterprise accounts and the increase in the number of shipments executed on behalf of our enterprise accounts. As of December 31, 2005 and 2006, we had 12 and 27 enterprise clients, respectively, or an increase of 15 enterprise clients in 2006.

Our revenue from transactional clients increased by $3.1 million, or 76%, to $7.1 million in 2006 from $4.0 million in 2005. The growth in revenue from transactional clients during this period was driven by the increase in the number of our transactional sales representatives. Our percentage of total revenue from transactional clients decreased to 22% in 2006 from 55% in 2005. In, 2005 and 2006, we served 202 and 650 transactional clients, respectively, or an increase of 448 transactional clients in 2006.

Transportation costs

Our transportation costs increased by $21.6 million, or 350%, to $27.7 million in 2006 from $6.2 million in 2005. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our transportation costs during this period. Our transportation costs as a percentage of total revenue decreased to 83.5% in 2006 from 84.0% in 2005. The slight decrease was primarily attributable to our ability to negotiate more favorable terms with certain enterprise clients in 2006. Our transportation costs as a percentage of transportation revenue increased slightly to 85.5% in 2006 from 85.1% in 2005.

Gross profit

Gross profit increased by $4.3 million, or 369%, to $5.5 million in 2006 from $1.2 million in 2005. The growth in the total number of shipments executed on behalf of our clients accounted for most of the increase in our gross profit during this period. Gross profit margins increased to 16.5% in 2006 from 16.0% in 2005. The increase in gross profit margins was the result of growth in our fee for service revenue and our ability to negotiate more favorable terms on our shipments.

Operating expenses

Commission expense increased by $0.7 million, or 455%, to $0.9 million in 2006 from $0.2 million in 2005. As a percentage of gross profit, commission expense increased to 15.8% in 2006 from 13.3% in 2005. The increase in commission expense as a percentage of gross profit in 2006 is partially attributable to the significant growth of our transactional sales during that time, which typically have higher commission rates. The increase is also attributable to our transition from early stage reliance on senior management relationships, with respect to which we generally do not pay commissions, to reliance on a dedicated sales force, to whom we do pay commissions.

General and administrative expenses increased by $2.9 million, or 198%, to $4.4 million in 2006 from $1.5 million in 2005. The increase is primarily attributable to the hiring of personnel to support our growth. As a percentage of gross profit, general and administrative expenses decreased to 79.9% in 2006 from 125.8% in 2005. The decrease, as a percentage of gross profit, reflects our ability to add clients and sales personnel in order to increase our gross profit without incurring a corresponding increase in our general and administrative expenses.

Stock-based compensation expense was $71,484 in 2006, which we recorded to comply with the requirement to expense stock options under FAS 123 (R).

Depreciation and amortization

Depreciation expense increased by $0.6 million, or 935%, to $0.7 million in 2006 from $0.1 million in 2005. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, internally developed software, equipment and furniture and fixtures in 2006.

We did not have any amortization expense from intangible assets in 2005 or 2006.

Loss from operations

Loss from operations was reduced by $71,727 to a loss of $453,032 in 2006 from a loss of $524,759 in 2005. The reduction in loss from operations was due to a decrease in transportation cost as a percentage of total revenue and a decrease in operating expenses as a percentage of gross profit, which outpaced the increase in depreciation and amortization expense.

Other income and expense, income tax and discontinued operations

Interest income, net of expense, increased by $206,138 to $218,241 in 2006 from $12,103 in 2005. The increase is due to a higher average cash balance in 2006.

We recorded an income tax benefit of $220,170 in 2006 using an effective rate of 40%. The benefit was attributable to the period after we converted from a limited liability company to a C corporation in June 2006. No income tax was recorded in 2005, as we were not subject to income tax due to our treatment as a partnership for tax purposes in 2005.

In 2006, we ceased operations of Expert Transportation, a majority-owned subsidiary, resulting in a loss from discontinued operations of $0.2 million.

Net loss

Net loss decreased by $0.3 million, or 52.0%, to a net loss of $0.2 million in 2006 from a net loss of $0.5 million in 2005.

Quarterly Results of Operations

The following table represents our unaudited statement of operations data for our most recent eight fiscal quarters. You should read the following table in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period.

		June 30, 2006			Sept. 30, 2006			Dec. 31, 2006			Mar. 31, 2007		June 30, 2007		Sept. 30, 2007		Dec. 31, 2007		Mar. 31, 2008
		(in thousands, except per share data)
Total Revenue		$	7,443		$	9,340		$	11,338		$	12,889	$	21,353	$	27,698	$	33,521	$	38,929
Gross Profit			1,122			1,565			1,886			2,516		4,609		6,180		7,580		8,754
Net income (loss)			(57	)		118			(314	)		184		398		615		532		906
Net income (loss) per share of common stock:
	Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	—	$	0.01	$	0.01	$	0.01	$	0.03
	Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	—	$	0.01	$	0.01	$	0.01	$	0.03

Impact of Inflation

We believe that our results of operations are not materially impacted by moderate changes in the inflation rate. Inflation and changing prices did not have a material impact on our operations in 2005, 2006 and 2007.

Liquidity and Capital Resources

Since inception, we have financed our operations through private sales of common and preferred equity, with net proceeds of $11.6 million and internally generated positive cash flow. As of March 31, 2008, we had $2.8 million in cash and cash equivalents and $5.0 million in working capital.

Cash provided by operating activities

Cash provided by operating activities increased by $2.6 million during the three months ended March 31, 2008 from a use of cash of $0.4 million during the three months ended March 31, 2007. The increase was attributable to higher net income. Net income, adjusted for non-cash expenses, increased by $1.8 million to $2.3 million during the three months ended March 31, 2008 from $0.5 million during the three months ended March 31, 2007.

Cash provided by operating activities decreased by $1.7 million in 2007 from $2.1 million in 2006. The decrease was attributable to growth in net current assets resulting from an increase in shipments on behalf of our clients and an increase in our accounts receivable balance resulting from the acquisition of the assets of Mountain Logistics and Bestway, which outpaced our improved cash flow from operating earnings. In 2007, growth in net current assets was primarily driven by a $6.4 million increase in accounts receivables offset by a $1.4 million increase in accounts payable and a $1.5 million increase in accrued liabilities. The increase in accounts receivable and accounts payable was due to an increase in the number of shipments that we executed on behalf of our clients in 2007. Net income, adjusted for non-cash expenses, increased $4.8 million to $5.0 million in 2007 from $0.3 million in 2006.

Cash provided by operating activities increased to $2.1 million in 2006 from a use of cash of $1.7 million in 2005. The increase was attributable to a reduction in net current assets and improved cash flow from operating earnings. In 2006, growth in net current assets was primarily driven by a $1.0 million increase in accounts receivable offset by a $2.6 million increase in accounts payable. Net income, adjusted for non-cash expenses for deferred taxes, depreciation and amortization and noncash stock compensation, increased $0.7 million to a source of $0.3 million in 2006 from a use of $0.4 million in 2005.

Cash used in investing activities

Cash used in investing activities was $1.1 million and $1.2 million during the three months ended March 31, 2008 and 2007, respectively. The primary investing activities during these periods was the procurement of computer hardware and software and the internal development of computer software.

In 2005, 2006 and 2007, cash used in investing activities was $0.6 million, $1.5 million and $8.8 million, respectively. Our investing activities generally include strategic acquisitions, the procurement of computer hardware and software and the internal development of computer software. In 2007, we used $4.8 million to acquire Mountain Logistics and Bestway, $0.9 million to purchase computer hardware and software and $3.1 million to internally develop computer software.

In 2005 and 2006, substantially all of our cash used in investing activities was dedicated to the procurement of computer hardware and software and the internal development of computer software.

Cash provided by financing activities

During the three months ended March 31, 2008, cash provided by financing activities was $0.2 million compared with a use of cash for financing activities of $0.1 million during the three months ended March 31, 2007. The primary driver of the increase in cash provided by financing activities was a sale of common equity to management during the three months ended March 31, 2008.

In 2005, 2006 and 2007, cash provided by financing activities was $3.7 million, $6.9 million and $1.1 million, respectively. In 2007, we raised $1.3 million through private sales of our common equity to key members of management, which included exercising of stock options. We raised $17.4 million through the sale of our Series D preferred stock in June 2006, $9.4 million of which was used to redeem certain of our Class A common stock and $1.0 million of which was distributed to the initial founders of the Company to fund their tax liabilities arising as a result of the redemption. We raised $125,000 through the sale of our Series B preferred stock in March 2005 and $3.5 million through the sale of our Series C preferred stock in June 2005. In June 2006, all of our Series C preferred stock was converted into shares of our common stock.

Credit facility

We have a $5.0 million line of credit with JPMorgan Chase Bank, N.A. As of December 31, 2007, no amount was outstanding. The maximum amount outstanding under our line of credit cannot exceed 80% of the book value of our eligible accounts receivable. Our line of credit contains limitations on our ability to incur indebtedness, create liens and make certain investments. Advances made under our line of credit accrue interest at a per annum rate equal to the prime rate or LIBOR plus 2%, at our option. Although we have not historically used our line of credit, we may determine to do so in the future.

Anticipated uses of cash

Our priority is to continue to grow our revenue and gross profit. We anticipate that our operating expenses and planned expenditures will constitute a material use of cash, and we expect to use available cash to expand our sales force, to enhance our technology, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. We also expect to use available cash to make any earn-out payments due in connection with our acquisitions. We may use a portion of the net proceeds from this offering to fund these uses of cash. Although we do not expect to use our line of credit to fund this use of cash, we may determine to do so in the future.

Historically, our average accounts receivable lifecycle has been longer than our average accounts payable lifecycle, meaning that we have used cash to pay carriers in advance of collecting from our clients. We elect to provide this benefit to foster strong relationships with our clients and carriers. As our business grows, we expect this use of cash to continue. The amount of cash we use will depend on the growth of our business.

Although we can provide no assurances, we believe that the net proceeds from this offering, together with our available cash and cash equivalents and amounts available under our line of credit, should be sufficient to meet our cash and operating requirements for the foreseeable future. Thereafter, we may find it necessary to obtain additional equity or debt financing. In the event additional financing is required, we may not be able to raise it on acceptable terms or at all.

Contractual Obligations

As of December 31, 2007, we had the following contractual obligations:

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Capital lease obligations	$	349	$	100	$	249	$	—	$	—
Operating lease obligations		6,536		719		2,489		3,328		—

Total	$	6,885	$	819	$	2,738	$	3,328	$	—

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Commodity Risk

We pass through increases in fuel prices to our clients. As a result, we believe that there is no material risk exposure to fluctuations in fuel prices.

Interest Rate Risk

We have exposure to changes in interest rates on our line of credit. The interest rate on our line of credit fluctuates based on the prime rate or LIBOR plus 2%. Assuming the $5,000,000 line of credit was fully drawn, a 1.0% increase in the prime rate would increase our annual interest expense by $50,000.

Our interest income is sensitive to changes in the general level of U.S. interest rates, in particular because all of our investments are in cash equivalents. Due to the short-term nature of our investments, we believe that there is no material risk exposure.

We do not use derivative financial instruments for speculative trading purposes.

Recent Accounting Pronouncements

In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , an amendment of ARB No. 51, Consolidated Financial Statements . SFAS No. 160 establishes accounting and reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS No. 160 is effective as of the beginning of an entity's first fiscal year that begins after December 15, 2008. We will be required to adopt SFAS No. 160 on January 1, 2009, and do not expect the standard to have a material effect on our consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141—revised 2007 (R), Business Combinations . SFAS No. 141(R) replaces SFAS No. 141, Business Combinations , and establishes principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in a business combination or gain from a bargain purchase; and (3) determines what information to disclose. SFAS No. 141(R) is effective for business combinations in which the acquisition date is in the first fiscal year after December 15, 2008. We are currently evaluating the Statement and determining the impact, if any, of adopting it effective January 1, 2009.

BUSINESS

Our Company

We are unencumbered by physical assets, meaning we do not own the transportation equipment used to transport our clients' freight or warehouse our clients' inventory. We believe this model allows

us to be flexible and seek solutions that are tailored to the specific needs of our clients, rather than optimizing particular assets. We generate revenue by procuring transportation services on behalf of our clients through our carrier network. Typically, we generate profits on the difference between what we charge to our clients for these services and what we pay to our carriers.

In 2007, we served over 4,600 clients using approximately 3,900 different carriers. The number of our enterprise clients increased from 12 in 2005 to 62 in 2007 and we entered into seven contracts with new enterprise clients in the first quarter of 2008. Our revenue increased $88.2 million to $95.5 million in 2007 from $7.3 million in 2005, and our net income increased $2.2 million to $1.7 million in 2007 from a net loss of $0.5 million in 2005.

Our History

Eric P. Lefkofsky, Richard A. Heise, Jr. and Bradley A. Keywell (the "Founders") founded Echo in January 2005. In December 2006, Douglas R. Waggoner was hired as our Chief Executive Officer. Mr. Waggoner has worked in the transportation industry for 28 years, most recently as the President and Chief Executive Officer of USF Bestway. In February 2007, Samuel K. Skinner became the Chairman of our Board of Directors. Mr. Skinner has extensive experience in the transportation industry, having served as Secretary of Transportation and White House Chief of Staff under President George H.W. Bush and as the Chairman, Chief Executive Officer and President of USF Corporation.

In recent years, the Founders have also been involved in the formation of other companies that, like Echo, are based on business models that employ innovative technology, domain expertise and management experience to capitalize on inefficiencies in traditional supply chains and create compelling value propositions for both customers and suppliers. For example, Messrs. Lefkofsky and Heise were founders of InnerWorkings, Inc. (NASDAQ: INWK). InnerWorkings' business model disrupts the traditional supply chain in the commercial print industry by using its proprietary technology to create a competitive bid process to purchase and deliver printed products, both as a comprehensive outsourced enterprise solution and in individual transactions. InnerWorkings has increased its revenues from $5.0 million in 2002, the year in which it commenced operations, to $288.4 million in 2007, representing a compound annual growth rate of 125%.

Prior to the hiring of Mr. Waggoner, Messrs. Keywell and Lefkofsky shared responsibility in overseeing day-to-day executive management of Echo's operations. Messrs. Keywell and Lefkofsky continue to have input that extends beyond their respective roles as members of our Board. In view of the significant role each of them played in our formation and development, members of our management continue to consult with each of Messrs. Keywell and Lefkofsky on a regular basis concerning a broad range of operating and strategic issues.

Our Market Opportunity

Overview of the Transportation and Logistics Market

capacity and imperfect information, resulting in underutilized assets. Logistics decisions such as carrier selection are made with limited analysis and access to real-time capacity data. As a result, carrier selection is regularly driven by the effectiveness of a carrier's sales organization and decisions are made with limited price information.

Outsourced Logistics Services

Transportation and Logistics Business Process Outsourcing (BPO) Trends

We believe that the following trends will continue to drive growth in the business process outsourcing of transportation and logistics:

Recognition of Outsourcing Efficiencies. Companies increasingly recognize that repetitive and non-core functions such as transportation and logistics management can be outsourced to specialists, resulting in substantial cost savings, improved service and increased return on investment. By outsourcing transportation and logistics to third-party providers, companies can also achieve greater operational flexibility by redeploying resources to core activities. According to Armstrong & Associates, the United States outsourced logistics market has grown from $30.8 billion in 1996 to $113.6 billion in

gross revenue in 2006, which we believe evidences the recognition of the benefits of outsourcing logistics business solutions.

Increasing Complexity of Global Supply Chains. As global supply chains become more complex, we believe customers will increasingly rely on single providers that can provide the full range of logistics services across multiple transportation modes. Additionally, as manufacturing processes continue to shift towards lower cost centers, raw materials and finished products are traveling greater distances to reach their destination for consumption. At the same time, companies are seeking ways to reduce costs and compete with global competitors. These challenges have forced companies to look for ways to benefit from low cost labor regions and optimize their business processes. We believe that globalization results in an increased demand for logistics service providers that have national and global carrier relationships across multiple modes of transportation.

Demand for Technology Enabled BPO Transportation and Logistics Solutions. Logistics outsourcing has historically been focused on realizing immediate cost savings on a shipment-by-shipment basis using a labor-intensive, non-scalable process. Information technology is becoming an important catalyst for logistics outsourcing, and clients will benefit from providers that are technologically sophisticated and able to analyze data to optimize the marketplace. Technology enabled third-party logistics providers can also optimize transportation routes and excess capacity and are able to aggregate purchasing power more efficiently than traditional third-party logistics providers.

Opportunity for Providers of Technology Enabled BPO Transportation and Logistics Solutions

In the current state of the transportation and logistics market, we believe a third-party logistics provider with superior technology solutions can differentiate itself by offering additional cost-savings through its ability to:

•: analyze real-time carrier pricing across multiple transportation modes through proprietary data repositories;
•: efficiently aggregate clients' shipping spend for better pricing;
•: build more sophisticated pricing algorithms;
•: analyze historical transportation spend data;
•: offer access to real-time tracking, monitoring and reporting on shipments;
•: integrate with clients' existing technology applications;
•: provide improved reporting and auditing capabilities; and
•: continuously evaluate carrier performance.

Our Competitive Advantage

We believe a number of important competitive strengths will continue to drive our success in the future, including:

to provide an efficient network of capacity at preferential rates. As a result, we are able to reduce many of our clients' total annual transportation and logistics costs by between 5 to 15%, while providing high-quality service.

pricing, shipment track record, capacity and financial stability using a system in which carriers are graded based on their performance against other carriers, giving our clients an enhanced level of quality control. By leveraging our visibility into carrier capacity, we are also able to negotiate favorable rates, optimize our clients' transportation spend and provide a complete and cost-effective solution.

Experienced management team. We have a highly experienced management team with extensive industry knowledge. Our Chief Executive Officer, Douglas R. Waggoner, is the former President and CEO of USF Bestway, a regional carrier based in Scottsdale, Arizona, and Daylight Transport, a LTL carrier based in Long Beach, California. Our Chief Financial Officer, David B. Menzel, is the former Chief Financial Officer of G2 SwitchWorks Corp., a travel technology company. Our non-executive Chairman, Samuel K. Skinner, is the former Chairman, President and Chief Executive Officer of USF Corporation, and the former Secretary of Transportation of the United States of America.

Our Strategy

Our objective is to become the premier provider of transportation and logistics services to corporate clients in the United States. Our business model and technological advantage have been the main drivers of our strong historical results and have positioned us for continued growth. The key elements of our strategy include:

Further invest in our proprietary technology platform. We intend to continue to improve and develop Internet and software-based information technologies that are compatible with the solution we

provide to our clients. In order to continue to meet our clients' transportation requirements, we intend to invest in specific technology applications and personnel in order to improve and expand our offering. As of December 31, 2007, we had approximately 6,000 individual users of ETM and as the number of users expands, we will continue to invest in both IT development and infrastructure.

Our Proprietary Technology Platform

Our proprietary ETM technology platform allows us to analyze our clients' transportation requirements and provide customized solutions that often result in cost savings of 5% to 15%. We collect and store pricing and market capacity data in our ETM database from each interaction with carriers, and our database expands as a result of these interactions. We have also developed data acquisition tools that retrieve information from both private and public transportation databases, including subscription-based sources and public transportation rate boards, and incorporate that information into the ETM database. Using pricing, service and available capacity data derived from our carrier network, historical transaction information and external market sources, we are able to analyze the capabilities of our carrier network to recommend cost-effective solutions. We believe that the carriers with the most available capacity typically offer the most competitive rates.

Our clients communicate their transportation needs to us electronically through our EchoTrak web portal, other computer protocols, or by phone. ETM generates pricing and carrier information for our clients by accessing pre-negotiated rates with preferred carriers or using present or historical pricing and capacity information contained in our database. If a client enters its own shipment, ETM automatically alerts the appropriate account executive. After the carrier is selected, either by us or the client, our account executives leverage our ETM technology platform to manage all aspects of the shipping process.

We have developed specialized software applications to provide our transportation and logistics solution across all major modes of transportation. The software applications shown below reflect the key elements of our ETM technology platform:

The key elements of our ETM technology platform include:

EchoTrak is an Internet-based web portal that connects and integrates our clients with ETM. By entering a username and password, our clients are able to display historical and active shipments in the ETM system using configurable data entry screens sorted by carrier, price, delivery date, destination and other relevant specifications. EchoTrak also generates automatic alerts to ensure that shipments are moving in accordance with the client specifications and timeline.

eConnect is a set of tools that allows our clients and carriers to interact directly with ETM electronically through any of several computer protocols, including EDI, XML and FTP. The eConnect tools serve as an electronic bridge between the other elements of our ETM technology platform and our clients' enterprise resource planning (ERP), billing, accounts receivable, accounts payable, order management, back office and e-commerce systems. Through eConnect, our clients are able to request shipping services and receive financial and real-time tracking data using their existing systems.

RateIQ is a pricing engine that manages LTL tariffs and generates rate quotes and transit times for LTL shipments. RateIQ also provides integrated tools to manage dispatch, communications, data collection and management functions relating to LTL shipments.

LaneIQ is a pricing engine that generates rate quotes for TL shipments. LaneIQ also provides integrated tools to manage dispatch, communications, headhaul and backhaul data collection and management functions relating to TL shipments.

EchoPak is a small parcel pricing and audit engine. For each small parcel shipped, EchoPak audits carrier compliance with on-time delivery requirements and pricing tariffs. In addition, EchoPak tracks information for each parcel and is able to aggregate and analyze that data for clients. For instance, clients are able to view shipments by date, business unit, product line and location, and clients can access information regarding service levels, service type optimization and pricing.

Optimizer Tracking stores shipment information en-route and after final delivery. The shipment data is typically acquired through our carrier EDI integration, allowing our clients to track the location and status of all shipments on one screen, regardless of mode or carrier. Final delivery information is permanently archived, allowing us to provide our clients with carrier performance reporting by comparing actual delivery times with the published transit time standards.

Optimizer Imaging allows us to store digital images of all shipping documents, including bills of lading and delivery receipts. We index the images with the shipment data so users are able to view documents associated with an executed transaction. We use Document Imaging internally to store carrier qualification documents, including W-9, US Department of Transportation authority and proof of insurance.

CAS (Cost Allocation System) automatically audits carrier invoices against our rating engine and accounts payable accrual system. If the amounts match, the invoice is automatically released for payment. If the amounts do not match, the invoice is sent to various administrative personnel for manual processing and resolution. CAS also integrates to our general ledger, accounts receivable and accounts payable systems.

Accounting includes our general ledger, accounts receivable and accounts payable functions. Accounting is integrated with CAS and EchoIQ, which gives us the ability to access both financial and operational data in our data warehouse and reporting systems.

EchoIQ stores internally and externally generated data to support our reporting and analytic functions and integrates all of our core applications with ETM.

ETM fully supports our logistics services, which we provide to our clients as part of our value proposition. Our ETM technology platform is able to track individual shipments and provide

customized data and reports throughout the lifecycle of the shipment, allowing us to manage the entire shipping process for our clients. Our customized reports also provide our clients with greater visibility and control over their transportation expenditures, and our ability to benchmark the performance of their internal operations helps identify opportunities for additional cost savings.

We further leverage our technology platform by enabling low cost and scaleable workforces to work remotely, thereby lowering our operating costs and increasing our margins. As of December 31, 2007, we had a 26-person workforce in India through our build, operate, transfer (BOT) arrangements, and expect that number to grow proportionally with our business. Our workforce in India helps populate our carrier database with pricing and capacity information, and also performs back office administrative functions, including document processing, data entry, accounting, auditing and track and trace. Our ability to effectively utilize offshore labor enables us to pass on cost savings to our clients and serves as another competitive advantage. We intend to continue to invest in and train our workforce in India or other low cost labor centers to optimize the performance and effectiveness of our operations.

Our IT infrastructure provides a high level of security for our proprietary software and database. The storage system for our proprietary data is designed to ensure that power and hardware failures do not result in the loss of critical data. The proprietary data is protected from unauthorized access through a combination of physical and logical security measures, including firewalls, encryption, antivirus software, anti-spy software, passwords and physical security, with access limited to authorized IT personnel. In addition to our security infrastructure, our system is backed up daily to prevent the loss of our proprietary data due to catastrophic failures or natural disasters.

Our Services

We are a non-asset-based provider of technology enabled transportation and logistics solutions, meaning we do not own the transportation equipment used to transport our clients' freight or warehouse our clients' inventory. We believe this allows us to be flexible and seek solutions that are tailored to the specific needs of our clients, rather than the deployment of particular assets. Through our extensive carrier network, we provide transportation services using a variety of modes of transportation.

Transportation Services

Truckload (TL). We provide TL services across all TL segments, including dry vans, temperature-controlled units and flatbeds. Using our LaneIQ technology, we provide advanced dispatch, communication and data collection tools that enable our dedicated TL team to quickly disseminate critical pricing and capacity information to our clients on a real-time basis.

Less than Truckload (LTL). We provide LTL services involving the shipment of single or multiple pallets of freight. Using our RateIQ technology, we obtain real-time pricing and transit time information for every LTL shipment from our database of LTL carriers.

Small Parcel. We provide small parcel services for packages of all sizes. Using our EchoPak technology, we are often able to deliver cost saving opportunities to our clients that spend over $500,000 annually to ship with major small parcel carriers.

Inter-Modal. We offer inter-modal transportation services for our clients that utilize both trucks and rail. Using our ETM technology, our dedicated inter-modal team can select, on a timely basis, the most advantageous combination of trucks and rail to meet our clients' individual shipping demands and pricing expectations.

Domestic Air and Expedited Services. We provide domestic air and expedited shipment services for our clients when traditional LTL services do not meet delivery requirements. We use ETM track and trace tools to ensure that up to date information is available to our clients via EchoTrak.

International. We provide air and ocean transportation services for our clients, offering a comprehensive international delivery option to our clients. Using ETM, our dedicated teams can consolidate shipments, coordinate routing, local pick-up and delivery methods and prearrange customs clearance to minimize the time and economic burdens associated with international transportation.

Logistics Services

In addition to arranging for transportation, we provide logistics services, either on-site (in the case of some enterprise clients) or off-site, to manage the flow of those goods from origin to destination. Our core logistics services include:

•: pre-engagement freight analysis across all major modes of transportation;
•: rate negotiation;
•: procurement of transportation, both contractually and in the spot market;
•: shipment execution and tracking;
•: carrier management, reporting and compliance;
•: executive dashboard presentations and detailed shipment reports;
•: freight bill audit and payment;
•: claims processing and service refund management;
•: design and management of inbound client freight programs;
•: individually configured web portals and self-service data warehouses;
•: ERP integration with transactional shipment data; and
•: integration of shipping applications into client e-commerce sites.

We believe that direct access to our web-based applications, process expertise and analytical capabilities is a critical component of our solution, and we provide our logistics services to our clients as part of our value proposition.

Our Clients

We provide transportation and logistics services to corporate clients across a wide range of industries, such as manufacturing, construction and consumer products. In 2007, we served over 4,600 clients using approximately 3,900 different carriers and, from our inception through December 31, 2007, we served over 6,500 clients using approximately 6,800 different carriers. Our clients fall into two categories: enterprise and transactional.

Enterprise Clients

We enter into multi-year contracts with our enterprise clients, typically with terms of one to three years, to provide some, or substantially all, of their transportation requirements. To foster a strategic relationship with these clients, we typically agree to a negotiated level of cost savings compared to the client's historical shipping expenditures over a fixed period of time. Cost savings are estimated periodically during the term of our engagement and if the negotiated amount is not achieved, our clients may have the right to terminate our engagement. None of our clients have terminated our

engagement for failure to achieve a negotiated amount of cost savings. Each new enterprise client is assigned one or more dedicated account executives, who are able to work on-site or off-site, as required by the client.

Our enterprise contracts are often on an exclusive basis for a certain transportation mode or point of origin and may apply to a single mode, such as LTL, several modes or all transportation modes used by the client. These contractual exclusivity provisions help ensure, but do not guarantee, that we receive a significant portion of the amount that our enterprise clients spend on transportation in the applicable mode or modes or from the applicable point of origin. In our experience, compliance with such provisions varies from client to client and over time. Reasons compliance may vary include the widely- dispersed nature of transportation decision-making in some clients' organizations and the learning process involved in implementing our solution. We work with and expect our enterprise clients to maintain and improve compliance with any applicable exclusivity provisions.

We also provide small parcel consulting services to a limited number of our enterprise clients, which is included in our fee for service revenue. Under these arrangements, we review the client's small parcel shipping contracts and shipment data analyzing their volumes, distribution, rates and savings opportunities, prepare negotiation strategies and directly or indirectly participate in negotiations with carriers to improve the client's rates, charges, services and commitments. For these services, we typically earn a percentage of any savings realized by the client over a fixed period of time, which is recorded on our books on a net basis as fee-for-service revenue.

Our annual revenue from individual enterprise clients typically ranges from $100,000 to $10.0 million. Our revenue from all enterprise clients increased in the last two years, from $3.3 million in 2005, to $26.1 million in 2006 and to $53.2 million in 2007. Our revenue from enterprise clients as a percentage of total revenue was 45% in 2005, 78% in 2006 and 56% in 2007.

Enterprise Client Case Study. In September 2005, we were engaged by a client, who is a leading provider of marketing fulfillment services to Fortune 500 clients, to provide an enterprise solution for their transportation and logistics requirements that would result in tangible cost savings, enhanced workflow automation, and quantifiable process improvement. To achieve these goals, we utilized our ETM technology platform to establish a new workflow, which resulted in optimized transportation processing. We assembled a dedicated four-person team to replace their five-person transportation team and placed them at the client's headquarters. In less than ten weeks, our dedicated account executive team successfully integrated the client's transportation function with our technology platform and was able to:

•: generate an immediate cost saving of approximately $1.4 million in the first year of the engagement;
•: improve the client's buying power in the transportation marketplace by combining that buying power with ours and renegotiating the client's legacy carrier rates, resulting in a cost savings of over 12% on 1,800,000 shipments;
•: create a custom portal on EchoTrak to provide a single point of contact for all TL, LTL, small parcel and expedited shipments, which improved visibility and reduced headcount;
•: reduce the client's billing cycle from 60 days to 15 days;
•: provide management-level reporting, analytics, and dashboard application off of the EchoIQ platform;
•: implement centralized control, reporting and billing functions;
•: create an inbound vendor transportation management program;

•: create an audit and reconciliation process, integrating it into the client's existing enterprise resource planning (ERP) and general ledger (GL) technology;
•: support trade show operations with additional handling and strategic routing and expediting;
•: support and automate the client's rebilling of freight charges;
•: create additional savings through volume incentive programs negotiated with the carriers; and
•: integrate all major modes of transportation into one common reporting and analytics environment.

We currently manage substantially all of the client's transportation requirements through our enterprise solution. At the inception of our engagement, we agreed to provide the client with a minimum annual cost savings of $800,000. In 2006 and 2007, we believe the client saved approximately $1.4 million annually by utilizing our enterprise solution.

Transactional Clients

We provide transportation and logistics services to our transactional clients on a shipment-by-shipment basis, which are typically priced to our carriers on a spot, or transactional, basis. Our annual revenue from individual transactional clients typically ranges from $1,000 to $50,000. Of our 50 largest transactional clients in 2006, 42 placed orders with us during 2007, which we believe demonstrates our ability to effectively meet a variety of transportation requirements on a recurring basis. We estimate that total annual transportation expenditures for our 4,566 transactional clients during the year ended December 31, 2007 were in excess of $650 million.

Transactional Client Case Study. A leading manufacturer and marketer of outdoor products, household consumer products and professional kitchen textiles has been a transactional client since 2006. We were engaged by this client to execute a portion of its seasonal transportation requirements. To achieve these goals, we used our proprietary technology platform to identify a preferred network of regional and national carriers with more favorable rates, resulting in a cost savings of over $100,000 in 2007. Within four weeks, we were also able to:

•: optimize the client's carrier selection and LTL freight management, resulting in a 10% cost savings on its LTL transportation spend;
•: create an individually configured portal on EchoTrak to provide a single point of contact for all members of the client's finance, operations, sales and procurement teams; and
•: implement centralized reporting.

Since our initial engagement, we have expanded the breadth and depth of services we provide to this client. We currently handle the client's relationships with over 15 LTL carriers, including dispatch and auditing functions and supply chain management. In 2007, we believe this client saved between $100,000 and $150,000 due to a combination of process improvements and lower shipping costs.

Our Carrier Network

Our carrier network provides our clients with substantial breadth and depth of offerings within each mode. As of December 31, 2007, our network included over 16,000 TL carriers and 50 LTL carriers and six small parcel carriers, 18 inter-modal carriers, 12 domestic air carriers and 10 international carriers. Our ability to attract new carriers to our network and maintain good relationships with our current carriers is critical to the success of our business. We rely on our carriers to provide the physical transportation services for our clients, valuable pricing information for our proprietary database and tracking information throughout the shipping process from origin to destination. We believe we provide significant value to our carriers by enabling them to fill excess

capacity on traditionally empty routes, repositioning their equipment and therefore offsetting their substantial overhead costs to generate incremental revenue. In addition, we introduce many of our clients to new carriers and broaden each carrier's market presence by expanding its sales channels to a larger customer base.

We select carriers based on their ability to effectively serve our clients with respect to price, technology capabilities, geographic coverage and quality of service. In the small parcel mode, we use nationally recognized carriers, such as FedEx and UPS. In other transportation modes, we maintain the quality of our carrier network by obtaining documentation to ensure each carrier is properly licensed and insured, and has an adequate safety rating. In addition, we continuously collect information on the carriers in our network regarding capacity, pricing trends, reliability, quality control standards and overall customer service. We believe this quality control program helps to ensure that our clients receive high-quality service regardless of the carrier that is selected for an individual shipment. In 2007, we had used approximately 3,900 of the over 16,000 carriers in our network to provide shipping services to our clients.

The carriers in our network are of all sizes, including large national trucking companies, mid-sized fleets, small fleets and owner-operators of single trucks. We are not dependent on any one carrier, and our largest carriers by TL, LTL and small parcel accounted for less than 1%, 11% and 10%, respectively, of our total transportation costs across all modes in 2007. Approximately 10% of our LTL and 54% of our TL shipments in 2007 were transported by carriers with less than 100 trucks. For international shipments, we currently rely on one carrier to provide substantially all of our transportation. We consider our relationship with this carrier to be good. In 2006 and 2007, international shipments accounted for 0% and 3% of our revenue, respectively.

Sales and Marketing

We market and sell our logistics services and solutions through our sales personnel located in four cities across the United States. As of December 31, 2007, our sales team consisted of six enterprise sales representatives, 112 transactional sales representatives and 73 agents. Our enterprise sales representatives have significant sales expertise and are focused on building relationships with clients' senior management teams to execute enterprise contracts. Our transactional sales representatives, located largely at our outbound call center in Chicago, are focused on building new transactional client relationships and migrating transactional accounts to enterprise accounts. Our agents, located in regional shipping markets throughout the United States, are typically seasoned industry sales professionals focused on building relationships with our clients' transportation managers. We support our sales team with account executives. These individuals are generally responsible for customer service, developing relationships with client personnel and managing the shipping process from origin to destination.

Our marketing efforts typically involve up to a six month selling cycle to secure a new enterprise client. Our efforts may begin in response to a perceived opportunity, a referral by an existing client, a request for proposal, a relationship between a member of our sales team and a potential client, new client prospects gained through acquisitions, an introduction by someone affiliated with our company, or otherwise. Our senior management team, sales representatives and agents are responsible for the sales process. An important aspect of this sales process is our analysis of a prospective client's historic transportation expenditures to demonstrate the potential savings that could be achieved by using our logistics services and solutions. We also try to foster relationships between our senior management team and our clients' senior management, and many of our enterprise clients were secured by marketing our solution to "C-level" management contacts. These relationships ensure that both parties are focused on seamless process integration and using our solution to provide enterprise-wide tangible cost savings.

As we become more knowledgeable about a client's business and processes, our ability to identify opportunities to create value for the client typically increases, and we focus on trying to expand the services we provide to our existing enterprise and transactional clients. As a relationship with a client grows, the time requirement to win an engagement for additional services typically declines and we are able to recognize revenue from our sales efforts more quickly. Historically, many of our clients have been more willing to turn over more of their transportation and logistics requirements to us as we demonstrate our capabilities. In 2007, 66% of our enterprise clients increased their business with us by more than 10%, and 32% of our transactional clients increased their business with us by more than 10%.

Each new enterprise client is assigned one or more dedicated account executives, who are able to work on-site or off-site, as required by the client. Our dedicated account executives integrate the client's existing business processes with our proprietary technology platform to provide a seamless and streamlined solution for the client's transportation requirements, and assist our sales representatives and agents in targeting potential deficiencies in the client's operations that could lead to expanded service offerings. Because the account executives we hire generally have significant sales experience, they can also begin marketing our services after limited training on our model and systems. Our agreements with our account executives require them to market and sell our transportation and logistics services on an exclusive basis and contain non-compete and non-solicitation provisions that apply during and for a specified period after the term of their service.

Our transactional sales representatives, who focus on sales of our logistics services and solutions on a shipment-by-shipment basis, concentrate on building relationships with our transactional clients that could benefit from the cost savings and enhanced service associated with our solution. Our ability to work with clients on a transactional basis provides us with an opportunity to demonstrate the cost savings associated with our technology solution before the client considers moving to a fully-outsourced enterprise solution. Since our inception in January 2005, 10 transactional clients have migrated from a transactional solution to an enterprise solution.

Our sales team is critical to the success of our business and our ability to grow will depend on our ability to continue to attract, train and retain talented individuals. Candidates are recruited through search firms, Internet postings, advertisements in industry publications, industry event attendance, referrals and word-of-mouth networking. To attract these candidates, we will continue to offer attractive commission structures and highlight the advantages that our ETM technology platform provides in winning and maintaining new clients. We believe our business model provides us with a competitive advantage in recruiting sales representatives because it enables them to leverage our enhanced analytics technology and carrier network to market a broader range of services at prices that are typically lower than those offered by our competitors. Our services can be offered at no upfront cost and our clients are generally able to immediately realize tangible cost savings.

We had 24 sales representatives and agents as of December 31, 2005, 57 as of December 31, 2006 and 191 as of December 31, 2007. We intend to continue to hire sales representatives and agents with established client relationships that we believe can be grown and leveraged into new revenue opportunities. We also expect to augment our sales force through selective acquisitions of transportation and logistics service providers with experienced sales representatives and agents in strategic geographical locations.

Competition

The commercial freight transportation services and BPO industries in which we operate are highly competitive and fragmented. We have a number of competitors offering services similar to ours, which include:

•: internal shipping departments at companies that have substantial transportation requirements, many of which represent potential sales opportunities;

•: non-asset-based logistics companies, such as C.H. Robinson Worldwide, Freightquote.com, Ozburn-Hessey Logistics, Total Quality Logistics and Transplace, with whom we compete most often;
•: asset-based logistics companies, such as Ryder, Schneider, UPS, FedEx and JB Hunt;
•: carriers that offer logistics services, such as Roadway, Yellow and USF, some of whom we frequently purchase transportation services from on behalf of our clients;
•: freight forwarders that dispatch shipments via asset-based carriers, typically arranging for shipments to or from international destinations, such as Expeditors International; and
•: smaller, niche service providers that provide services in a specific geographic market, industry segment or service area.

We believe the principal elements of competition in transportation and logistics services are price, customer service and reliability. Some of our competitors, such as C.H. Robinson Worldwide, have larger client bases and significantly more resources than we do. In addition, some of our competitors may have more expertise in a single transportation mode that allows them to prepare and process documentation and perform related activities pertaining to that mode of transportation more efficiently than Echo. We compete against these entities by establishing ourselves as a leading technology enabled service provider with industry expertise in all major modes of transportation, which enables us to respond rapidly to the evolving needs of our clients related to outsourcing transportation.

Our clients may choose not to outsource their transportation business to us in the future by performing formerly outsourced services for themselves, either in-house or through offshore partnerships or other arrangements. We believe our key advantage over in-house business processes is that ETM gives us the ability to obtain favorable pricing and terms relative to in-house service departments. In addition, we believe we give companies the opportunity to focus on their core products and services while we focus on service, delivery and operational excellence.

We also face competition from some of the larger BPO services companies, such as IBM or Accenture, because they offer transportation procurement and logistics services to their clients. Their well-established client relationships, BPO industry knowledge, brand recognition, financial and marketing capabilities, technical resources and pricing flexibility may provide them with a competitive advantage over us. These companies may include BPO service companies based in offshore locations, BPO divisions of large IT service companies and global BPO services companies located in the United States or offshore.

Intellectual Property

We rely primarily on a combination of copyright, trademark and trade secret laws, as well as license agreements and other contractual provisions, to protect our intellectual property rights and other proprietary rights. Some of our intellectual property rights relate to proprietary business process enhancements. It is our practice to enter into confidentiality and invention assignment agreements with all of our employees and independent contractors that:

•: include a confidentiality undertaking by the employee or independent contractor;
•: ensure that all new intellectual property developed in the course of our relationship with employees or independent contractors is assigned to us; and
•: require the employee or independent contractor to cooperate with us to protect our intellectual property during and after his or her relationship with us.

Government Regulation

Subject to applicable federal and state regulation, we may arrange for the transport of most types of freight to and from any point in the United States. Certain of our U.S. domestic ground

transportation operations may be subject to regulation by the Federal Motor Carrier Safety Administration (the FMCSA), which is an agency of the U.S. Department of Transportation, and by various state agencies. The FMCSA has broad regulatory powers in areas such as safety and insurance relating to interstate motor carrier and broker operations. The ground transportation industry is also subject to possible regulatory and legislative changes (such as the possibility of more stringent environmental, safety or security regulations or limits on vehicle weight and size) that could affect the economics of the industry by requiring changes in operating practices or the cost of providing transportation services.

Our international operations are impacted by a wide variety of U.S. government regulations. These include regulations of the U.S. Department of State, U.S. Department of Commerce and the U.S. Department of Treasury. Regulations cover matters such as what commodities may be shipped to what destination and to what end-user, unfair international trade practices and limitations on entities with whom we may conduct business.

Our air freight business in the United States is subject to regulation as an indirect air carrier by the Transportation Security Administration (the TSA) and the Department of Transportation. We are in the process of having our indirect air carrier security program approved by the TSA as required by the applicable regulations. We are also in the process of having our directors and officers complete the Security Threat Assessments required by TSA regulations. The airfreight industry is subject to regulatory and legislative changes that could affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to clients.

Our ocean transportation business in the United States is subject to regulation by the Federal Maritime Commission (the FMC). The FMC licenses persons acting as ocean transportation intermediaries, including ocean freight forwarders and non-vessel operating common carrier operators. Ocean freight forwarders are subject to surety bond requirements and required to retain a "qualified individual" as an officer of the company. Non-vessel operating common carriers are subject to FMC tariff publication requirements, and must submit for review and public notice certain shipping agreements reached with clients. Ocean freight forwarders are also subject to regulatory oversight, particularly those terms proscribing rebating practices. The FMC provides a forum for persons to challenge actions or practices of ocean transportation intermediaries through private actions. We have applied for authority to act as an ocean freight forwarder and as a non-vessel operating common carrier. These applications have received initial approval from FMC and we expect such applications for authority to become final upon the completion of certain compliance requirements.

Our import and export business in the United States is subject to U.S. Customs regulations imposed by U.S. Customs and Border Protection (the CBP). These regulations include significant notice and registration requirements. While not technically a regulatory requirement, participation in CBP's "Customs-Trade Partnership against Terrorism" (C-TPAT) program will be commercially necessary as we expand our international transportation business. Under C-TPAT, a transportation entity must maintain an effective transportation security program and cooperate with CPB initiatives and guidance. Participation in C-TPAT permits more efficient and expedited processing of shipments through U.S. Customs. We are currently providing customs broker services through contracts with licensed customs brokers. We are in the process of obtaining a license as customs broker, which we expect to complete in 2009.

We are subject to a broad range of foreign and domestic environmental and workplace health and safety requirements, including those governing discharges to air and water and the handling, disposal and release of hazardous substances and wastes. In the course of our operations, we may be asked to store, transport or arrange for the storage or transportation of substances that could result in liability under applicable laws if released into the environment. If a release of hazardous substances occurs while being transported by our subcontracted carrier, we may be required to participate in, or may have liability for response costs and the remediation of such a release. In such case, we also may be subject

to claims for personal injury, property damage and damage to natural resources. Our exposure to and potential liability for these claims may be managed through agreements with our customers and suppliers.

The transportation industry is one of the largest sources of man made greenhouse gas emissions that contribute to global warming. National and transnational laws and initiatives to reduce and mitigate the effects of such emissions, such as the Kyoto Protocols and current laws and legislative initiatives in the European Union and the U.S. could significantly impact transportation modes and the economics of the transportation industry. Future environmental laws in this area could adversely affect our carriers' costs and practices and our business.

Although our current operations have not been significantly affected by compliance with, or liability arising under, these environmental, health and safety laws, we cannot predict what impact future environmental, health and safety regulations might have on our business.

Transportation-related regulations are greatly affected by U.S. national security legislation and related regulatory initiatives, and remain in a state of flux. We believe that we are in substantial compliance with applicable material regulations and that the costs of regulatory compliance have not had a material adverse impact on our operations to date. However, our failure to comply with the applicable regulations or to maintain required permits or licenses could result in substantial fines or revocation of our operating permits or licenses. We cannot predict the degree or cost of future regulations on our business. If we fail to comply with applicable governmental regulations, we could be subject to substantial fines or revocation of our permits and licenses.

Risk Management and Insurance

If a shipment is damaged during the delivery process, our client files a claim for the damaged shipment with us and we bear the risk of recovering the claim amount from the carrier. If we are unable to recover all or any portion of the claim amount from our carrier, we may bear the financial loss. We mitigate this risk by using our quality program to carefully select carriers with adequate insurance, quality control procedures and safety ratings. We also take steps to ensure that the coverage we provide to our clients for damaged shipments is substantially similar to the coverage that our carriers provide to us. In addition, we carry our own insurance to protect against client claims for damaged shipments.

We extend credit to certain clients as part of our business model. These clients are subject to an approval process prior to any extension of credit or increase in their current credit limit. Our finance department reviews each credit request and considers, among other things, payment history, current billing status, recommendations by various rating agencies and capitalization. Clients that pass our credit request procedures may receive a line of credit or an increase in their existing credit amount. We believe this review and approval process helps mitigate the risk of client defaults on extensions of credit and the related bad debt expense.

We require all motor carriers we work with to carry at least $1.0 million in auto and general liability insurance and $100,000 in cargo insurance. We also maintain a broad cargo liability insurance policy to protect us against catastrophic losses that may not be recovered from the responsible carrier, and carry various liability insurance policies, including auto and general liability. Our collective insurance policies have a cap of $5.0 million.

Properties

Our principal executive offices are located in Chicago, Illinois. We also maintain sales offices in Los Angeles, California, Vancouver, Washington and Park City, Utah. We believe that our facilities are generally suitable to meet our needs for the foreseeable future; however, we will continue to seek additional space as needed to satisfy our growth.

Employees

As of December 31, 2007, we had 245 employees, consisting of six enterprise sales representatives, 112 transactional sales representatives, 62 account executives, 24 technology personnel and 41 administrative personnel. We also had 99 independent contractors, including 73 sales agents. Of our 99 independent contractors, 26 are based at our build, operate, transfer (BOT) facilities in Pune and Kolkata, India. We consider our employee relations to be good.

Legal Proceedings

We are not a party to any material pending legal proceedings.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information concerning each of our executive officers and directors:

Name	Age	Position(s)
Samuel K. Skinner(1)(2)(3)	69	Chairman of the Board
Douglas R. Waggoner	49	Chief Executive Officer and Director
Orazio Buzza	35	Chief Operating Officer
David B. Menzel	46	Chief Financial Officer
Vipon Sandhir	36	Executive Vice President of Sales
David C. Rowe	42	Chief Technology Officer
John R. Walter(1)(3)	61	Director
Louis B. Susman(3)	70	Director
John F. Sandner(1)	66	Director
Harry R. Weller(2)(3)	38	Director
Anthony R. Bobulinski(2)	35	Director
Eric P. Lefkofsky(2)(3)	38	Director
Bradley A. Keywell	38	Director

(1): Member of our audit committee.
(2): Member of our compensation committee.
(3): Member of our nominating and corporate governance committee.

Samuel K. Skinner first joined our Board in September 2006 and has served as our non-executive Chairman of the Board since February 2007. Since May 2004, Mr. Skinner has been of counsel at the law firm Greenberg Traurig, LLP where he is the Chair of the Chicago Governmental Affairs Practice. Mr. Skinner served as Chairman, President and Chief Executive Officer of USF Corporation from July 2000 to May 2003, and from 1993 to 1998 he served as President of Commonwealth Edison Company and its holding company Unicom Corporation. Mr. Skinner served as the Chief of Staff to President George H.W. Bush from December 1991 to August 1992, and from 1989 to 1991, he served as the Secretary of Transportation. In 1975, he was appointed by President Gerald R. Ford as the United States Attorney for the Northern District of Illinois. Mr. Skinner is currently a director of Navigant Consulting, Inc., Diamond Management & Technology Consultants, Inc. and Express Scripts, Inc. and is the Vice Chairman of Virgin America Airlines. Mr. Skinner holds a Bachelor of Science degree from the University of Illinois and a Juris Doctor from DePaul University College of Law.

Douglas R. Waggoner has served as our Chief Executive Officer since December 2006 and on our Board since February 2008. Mr. Waggoner was elected to the board pursuant to voting rights granted to the holders of our Series B preferred stock under our voting agreement, which will be terminated upon the closing of this offering. Prior to joining our Company, Mr. Waggoner founded SelecTrans, LLC, a freight management software provider based in Chicago, Illinois. From April 2004 to December 2005, Mr. Waggoner served as the Chief Executive Officer of USF Bestway, and from January 2002 to April 2004, he served as the Senior Vice President of Strategic Marketing for USF Corporation.

Mr. Waggoner served as the President and Chief Operating Officer of Daylight Transport from April 1999 to January 2002, Executive Vice President from October 1998 to April 1999, and Chief Information Officer from January 1998 to October 1998. From 1986 to 1998, Mr. Waggoner held a variety of positions in sales, operations, marketing and engineering at Yellow Transportation before eventually leaving the company as the Vice President of Customer Service. Mr. Waggoner holds a bachelor's degree in Economics from San Diego State University.

Orazio Buzza has served as our Chief Operating Officer since July 2007. Mr. Buzza served as our President and Chief Technology Officer from May 2005 to July 2007. From October 2003 to May 2005, Mr. Buzza served as the Chief Financial Officer and Chief Operating Officer of InnerWorkings, Inc., a Nasdaq listed provider of print procurement solutions to corporate clients in the United States. From July 2001 to September 2003, Mr. Buzza was Vice President of Finance & Operations at Bus Bank, a charter bus service company. Mr. Buzza has a bachelor's degree in Accounting and Supply Chain Management from the University of Illinois. Mr. Buzza also received his Certified Public Accountant certification in 1994.

David B. Menzel has served as our Chief Financial Officer since April 2008. From May 2005 to March 2008, Mr. Menzel was the Chief Financial and Operating Officer of G2 SwitchWorks Corp., a travel technology company. From 2003 to 2005, Mr. Menzel served as a managing director of Parson Consulting, a management consulting firm. Mr. Menzel served as the Chief Executive Officer of YesMail, Inc. from 2000 to 2003, and as the Senior Vice President and Chief Financial Officer from 1999 to 2000. Mr. Menzel was also the Chief Financial Officer of Campbell Software from 1994 to 1999, and worked in the Audit and Financial Consulting Practice of Arthur Anderson LLP from 1985 to 1994. Mr. Menzel holds a bachelor's degree in accounting and a Masters of Accountancy from Florida State University.

Vipon Sandhir has served as our Executive Vice President of Sales since August 2005. Since 2002, Mr. Sandhir has been a partner at Alliance Management, LLC, a real estate management company. From July 2004 to July 2005, Mr. Sandhir was the President of P-Elevated Corporation, an IT outsourcing firm utilizing offshore development resources. From November 2000 to July 2004, Mr. Sandhir was the co-founder and Chief Operating Officer of Global Charter Services. Mr. Sandhir has a bachelor's degree in Business from Northern Illinois University.

David C. Rowe has been our Chief Technology Officer since September 2007. From January 2005 to September 2007, Mr. Rowe was the Chief Information Officer at UGL-Equis Corporation. From October 2003 to January 2005, Mr. Rowe was a Managing Principal with EMC. Between April 2001 and October 2003, Mr. Rowe worked as a technology consultant. From March 1997 to April 2002, Mr. Rowe was the Vice President of Information Technology at USweb Cornerstone. Mr. Rowe is a graduate of City and East London College with a degree in Computer Science.

John R. Walter has served on our Board since January 2006. Mr. Walter is the managing member of Ashlin Management Company. He is the retired President and COO of AT&T Corporation, a position he held from 1996 to 1997. He was Chairman and CEO of R.R. Donnelley & Sons Company, the largest printer in the United States, from 1989 through 1996. Mr. Walter has been a director of Manpower Inc. since 1998, and served as Non-Executive Chairman from 1999 to 2001. He is currently the Chairman of SNP Corporation Ltd. of Singapore, the Chairman of InnerWorkings, Inc., and a director for VASCO Data Security, Infinity Bio-Energy, Manpower, Inc., MediaBank, LLC, DHR International and Evanston Northwestern Healthcare. Mr. Walter previously served on the board of directors of Abbott Laboratories, John Deere, Target Corporation and Jones Lang LaSalle. He is also a member of the board of trustees for the Steppenwolf Theater and Northwestern University, and a director of the African Wildlife Federation. Mr. Walter holds a bachelor's degree and an honorary doctorate degree in Business Administration from Miami University, Ohio.

Louis B. Susman has served on our Board since June 2006. Mr. Susman is Vice Chairman of Citigroup Corporate and Investment Banking, a member of the Citigroup International Advisory Board and Managing Director, Vice Chairman of Investment Banking, Citigroup. Mr. Susman joined Salomon Brothers Inc., prior to its acquisition by Citigroup, in July 1989. Prior to that he was a Senior Partner at the St. Louis-based law firm of Thomas & Mitchell. Mr. Susman is a director of Drury Industries, Inc. and Drury Development Corporation and a trustee of Underwriters Laboratories and previously served on the board of directors of the St. Louis National Baseball Club, Inc. Mr. Susman is a member of the board of directors of The Art Institute of Chicago, The Lyric Opera of Chicago and The Northwestern Children's Memorial Hospital. Mr. Susman holds a bachelor's degree from the University of Michigan and a Bachelor of Laws (L.L.B.) from Washington University.

John F. Sandner has served on our Board since April 2008. Mr. Sandner is the Chairman of E*Trade Futures, LLC, a position he has held since 2003. From 1985 to 2003, Mr. Sandner served as President and Chief Executive Officer of RB&H Financial Services, L.P., where he is currently a consultant. Mr. Sandner is also the retired Chairman of the Chicago Mercantile Exchange (CME) and served as its Special Policy Advisor from 1998 to 2005. Mr. Sandner is currently a director of CME Holdings, Inc., Click Commerce, Inc., the National Futures Association, the Lyric Opera of Chicago and the Museum of Science and Industry, and a Trustee at the University of Notre Dame and Rush-Presbyterian-St. Luke's Medical Center. Mr. Sandner holds a bachelor's degree from Southern Illinois University and a Juris Doctorate from the University of Notre Dame.

Harry R. Weller has served on our Board since June 2006. Mr. Weller was elected pursuant to voting rights granted to the holders of our Series D preferred stock under our voting agreement, which will be terminated upon the closing of this offering. Since January 2002, Mr. Weller has been a Partner at New Enterprise Associates. Prior to joining NEA, Mr. Weller was a Partner at FBR Technology Venture Partners. Mr. Weller is a former member of the board of directors of Sourcefire, Inc. and Vonage Holdings Corp. and a current member of the board of directors of Availink, Inc., Suniva, Inc., Informance, Leadtone, Lian Lian, and Realtime Worlds. Mr. Weller holds a bachelor's degree from Duke University and a Masters in Business Administration from Harvard University.

Anthony R. Bobulinski has served on our Board since August 2005. Mr. Bobulinski was elected pursuant to voting rights granted to the holders of our Series D preferred stock under our voting agreement, which will be terminated upon the closing of this offering. Mr. Bobulinski has been the Director of Investments at YDS Investment Company, LLC. Since April 2003, Mr. Bobulinski serves on the advisory board of the Making a Difference Foundation. Mr. Bobulinski holds a bachelor's degree from Pennsylvania State University and a Masters in Science equivalent from the Naval Nuclear Power School where he was a Master Training Specialist and Certified Instructor.

Eric P. Lefkofsky has served on our Board since February 2005. Mr. Lefkofsky was elected pursuant to voting rights granted to the holders of our Series B preferred stock under our voting agreement, which will be terminated upon the closing of this offering. In February 2005, Mr. Lefkofsky founded Blue Media, LLC, a private investment firm, and currently serves as its President. From May 2000 to April 2001, Mr. Lefkofsky served as Chief Operating Officer and director of HA-LO Industries Inc. Mr. Lefkofsky co-founded Starbelly.com, Inc., and served as its President from September 1999 to May 2000, at which point Starbelly was acquired by HA-LO. In July 2001, HA-LO filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. In September 2001, Mr. Lefkofsky co-founded InnerWorkings, Inc., a Nasdaq listed provider of print procurement solutions to corporate clients in the United States, and served as a director or manager from December 2002 until May 2005. In April 2006, Mr. Lefkofsky co-founded MediaBank, LLC, an electronic exchange and database that automates the procurement and administration of advertising media and has served as a director or manager since that time. Mr. Lefkofsky serves on the board of directors of Children's Memorial Hospital, the Steppenwolf Theatre and ThePoint.com, an online activism website.

Mr. Lefkofsky holds a bachelor's degree from the University of Michigan and a Juris Doctor degree from the University of Michigan Law School.

Bradley A. Keywell has served on our Board since February 2005. Mr. Keywell was elected pursuant to voting rights granted to the holders of our Series B preferred stock under our voting agreement, which will be terminated upon the closing of this offering. In January 2004, Mr. Keywell founded Meadow Lake Management LLC, an investment and advisory firm, and currently serves as its Managing Partner. Prior to Meadow Lake Management, he worked for Equity Group Investments, LLC. From May 2000 to March 2001, Mr. Keywell served as the President of HA-LO Industries Inc. Mr. Keywell co-founded Starbelly.com Inc., which was acquired by HA-LO in May 2000. In July 2001, HA-LO filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. In April 2006, Mr. Keywell co-founded MediaBank, LLC, an electronic exchange and database that automates the procurement and administration of advertising media. Mr. Keywell serves on the board of trustees of the Zell-Lurie Entrepreneurship Institute at the University of Michigan and as a trustee of the University of Michigan Hillel Foundation. Mr. Keywell holds a bachelor's degree from the University of Michigan and a Juris Doctor degree from the University of Michigan School of Law.

Board of Directors

Our Board of Directors consists of nine directors and includes three committees: an audit committee, compensation committee and nominating and corporate governance committee. Each director will be subject to election at each annual meeting of stockholders.

Audit Committee

Our audit committee consists of John R. Walter, Samuel K. Skinner and John F. Sandner. Mr. Sandner serves as the chairman of our audit committee. The audit committee will review and recommend to the Board internal accounting and financial controls and accounting principles and auditing practices to be employed in the preparation and review of our financial statements. In addition, the audit committee will have the authority to engage public accountants to audit our annual financial statements and determine the scope of the audit to be undertaken by such accountants. Mr. Skinner is our audit committee financial expert under the SEC rule implementing Section 407 of the Sarbanes-Oxley Act of 2002.

Compensation Committee

Our compensation committee consists of Harry R. Weller, Anthony R. Bobulinski, Eric P. Lefkofsky and Samuel K. Skinner. Mr. Weller serves as the chairman of our compensation committee. The compensation committee will review and recommend to our Chief Executive Officer and the Board policies, practices and procedures relating to the compensation of managerial employees and the establishment and administration of certain employee benefit plans for managerial employees. The compensation committee will have the authority to administer our Stock Incentive Plan, and advise and consult with our officers regarding managerial personnel policies.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Samuel K. Skinner, Eric P. Lefkofsky, Louis B. Susman, John R. Walter and Harry R. Weller. Mr. Skinner serves as the chairman of our nominating and corporate governance committee. The nominating and corporate governance committee will assist the Board with its responsibilities regarding:

•: the identification of individuals qualified to become directors;
•: the selection of the director nominees for the next annual meeting of stockholders; and
•: the selection of director candidates to fill any vacancies on the Board.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee serves, or has at any time served, as an officer or employee of us or any of our subsidiaries. None of our executive officers has served as a member of the compensation committee, or other committee serving an equivalent function, of any other entity, one of whose executive officers served as a member of our compensation committee.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation will provide that our directors and officers will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors or officers, except for any breach of their duty of loyalty to us or to our stockholder, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, authorization of illegal dividends or redemptions or any transaction from which they derived an improper personal benefit from their actions. Prior to the completion of this offering, we intend to obtain insurance that insures our directors and officers against specified losses. In addition, our by-laws will provide that our directors, officers and employees shall be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expense, liability and loss reasonably incurred or suffered by them in connection with their service for us or on our behalf.

In addition, prior to the completion of this offering, we intend to enter into separate indemnification agreements with our directors and executive officers. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. These indemnification agreements may require us to indemnify our directors and executive officers for related expenses, including attorneys' fees, judgments, fines and amounts paid in settlement that were actually and reasonably incurred or suffered by a director or executive officer in an action or proceeding arising out of his or her service as one of our directors or executive officers.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This compensation discussion describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who served as named executive officers during 2007. This compensation discussion focuses on the information contained in the following tables and related footnotes for primarily 2007, but we also disclose compensation actions taken before or after 2007 to the extent such disclosure enhances the understanding of our executive compensation disclosure.

Prior to this offering, our Board oversaw and administered our executive compensation program. Going forward, the Compensation Committee will oversee and administer our executive compensation program.

The principal elements of our executive compensation program are base salary, annual cash incentives, long-term equity incentives generally in the form of stock options, other benefits and perquisites, post-termination severance and acceleration of stock option vesting for certain named executive officers upon termination and/or a change in control. Our other benefits and perquisites consist of life and health insurance benefits and a qualified 401(k) savings plan and include reimbursement for certain medical insurance and other payments. Our philosophy is to position the aggregate of these elements at a level that is commensurate with our size and sustained performance.

Compensation Program Objectives and Philosophy

In General. The objectives of our compensation programs are to:

•: attract, motivate and retain talented and dedicated executive officers,
•: provide our executive officers with both cash and equity incentives to further our interests and those of our stockholders, and
•: provide employees with long-term incentives so we can retain them and provide stability during periods of rapid growth.

Generally, the compensation of our executive officers is composed of a base salary, an annual incentive compensation award and equity awards in the form of stock options. In setting base salaries, the Board generally reviewed (and going forward the Compensation Committee will review) the individual contributions of the particular executive. The annual incentive compensation award for 2007 was a discretionary award determined by the Board based on Company performance and for 2008 will be based upon our Annual Incentive Plan. In addition, stock options are granted to provide the opportunity for long-term compensation based upon the performance of our common stock over time.

Competitive Market. We define our competitive market for executive talent and investment capital to be the transportation and technology services industries. To date, we have not engaged an outside consultant to assist us in benchmarking executive compensation, but we may choose to do so in the future.

Compensation Process. Prior to this offering, our Board approved the compensation of our named executive officers, including the terms of their employment agreements. Our Board individually negotiated the employment agreements to retain key management and provide stability during a period of rapid growth. Going forward, for each of our named executive officers, the Compensation Committee will review and approve all elements of compensation taking into consideration recommendations from our principal executive officer (for compensation other than his own), as well as competitive market guidance provided at the request of the Compensation Committee.

Regulatory Considerations. We have designed our Annual Incentive Plan so that bonuses paid thereunder (beginning for 2008) will qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code). We will consider the size and frequency of any future stock option awards under our long-term equity incentive program based on Company and individual performance and other market factors.

Base Salaries

In General. We provide the opportunity for our named executive officers and other executives to earn a competitive annual base salary. A minimum base salary is provided for each named executive officer in their employment agreements. The Compensation Committee reviews base salaries annually and adjusts base salaries in accordance with its compensation philosophy. The Compensation Committee strives to set executive officer base salaries at levels competitive with those provided to executives with similar responsibilities in businesses comparable to ours. In determining base salaries of our executive officers, the Compensation Committee considers the performance of each executive, the nature of his or her responsibilities and the Company's general compensation practices. Except as noted, the table below shows our named executive officers' base salary increases in 2007, which became effective by November 1, 2007:

Name and Principal Position		Base Salary as of January 1, 2007		Base Salary as of November 1, 2007			Percent Increase
Douglas R. Waggoner
	Chief Executive Officer	$	200,000	$	300,000		50	%
David B. Menzel
	Chief Financial Officer		n/a	$	260,000	*	n/a
Scott P. Pettit
	Former Chief Financial Officer		n/a	$	200,000	**	n/a
Orazio Buzza
	Chief Operating Officer	$	220,000	$	255,000		15.9	%
David C. Rowe
	Chief Technology Officer		n/a	$	225,000	***	n/a
Vipon Sandhir
	Executive Vice President of Sales	$	185,000	$	240,000		29.7	%
Andrew Arquette
	Former Vice President Finance	$	190,000	$	200,000		5.3	%

*: Base salary as of April 7, 2008 start date. For more information related to Mr. Menzel's employment agreement, see "—2008 Compensation Actions" below.
**: Base salary as of December 27, 2007 start date. For more information related to Mr. Pettit's employment, see "—2008 Compensation Actions" below.
***: Base salary as of September 17, 2007 start date.

The salaries of Messrs. Waggoner, Buzza, Sandhir and Arquette were increased to reflect their respective levels of duties and responsibilities and for their positive contributions to the Company.

Total Compensation Comparison. For 2007, base salaries accounted for approximately 64.0% of total compensation for our Chief Executive Officer and 70.9% on average for our other named executive officers.

Annual Cash Incentives

Determination of Awards. We provide the opportunity for our named executive officers and other executives to earn an annual cash incentive award. In determining final bonus amounts for 2007, the Board did not follow a set formula or measure performance against pre-established targets, but rather granted discretionary bonuses, taking into account the general performance of each executive, the nature of his responsibilities, the generally positive revenue, gross profit and EBITDA performance of the Company, and the completion of the SelecTrans, Mountain Logistics and Bestway Solutions acquisitions in 2007. Based on those factors, the Company awarded Messrs. Waggoner, Buzza and Sandhir $30,000 each and Mr. Arquette $10,000. Mr. Sandhir also received a $17,188 guaranteed bonus pursuant to a prior bonus agreement. Mr. Rowe received a $25,000 cash award when he started with the Company.

Annual cash incentive awards for 2006 and 2007 for the named executive officers are summarized in the table below.

Cash Bonuses
	2006		2007
Douglas R. Waggoner		—	$	30,000
Scott P. Pettit		—		—
Orazio Buzza	$	30,000	$	30,000
David C. Rowe		—	$	25,000
Vipon Sandhir	$	25,000	$	47,188
Andrew Arquette	$	12,500	$	10,000

The Annual Incentive Plan will apply to annual incentive bonuses for performance beginning in 2008. The Annual Incentive Plan provides each executive with an opportunity to earn a bonus award based on the Company's achievement of certain objectively quantifiable and measurable goals and objectives established by the Compensation Committee. For the named executive officers in 2008, the target bonus awards are 30% of the respective officer's base salary, and the maximum bonus awards are 100% of the base salary. Additional special incentives may also be awarded by the Compensation Committee for achievement of specific initiatives outside the ordinary course of the Company's business operations or for extraordinary performance. We plan to review annual cash incentive awards for our named executive officers and other executives annually in January to determine award payments for the last completed fiscal year, as well as to establish award opportunities for the current fiscal year.

Individual Performance Goals. There were no specific individual performance goals for the 2007 incentive awards, but the Board could exercise discretion and take into account individual performance in determining awards.

Discretionary Adjustments. For 2007, the incentive awards were subject to the Board's discretion. Under the Annual Incentive Plan, beginning in 2008, the Compensation Committee may make reasonable adjustments to our overall corporate performance goals and our actual performance results that may cause differences between the numbers used for our performance goals and the numbers reported in our financial statements. These adjustments may exclude all or a portion of both the positive or negative effect of external events that are outside the control of our executives, such as natural disasters, litigation, or regulatory changes in accounting or taxation standards. These adjustments may also exclude all or a portion of both the positive or negative effect of unusual or significant strategic events that are within the control of our executives but that are undertaken with an expectation of improving our long-term financial performance, such as restructurings, acquisitions, or divestitures.

Total Compensation Comparison. For 2007, the annual bonus accounted for 8.6% of total compensation for our Chief Executive Officer and 11.6% on average for our other named executive officers.

Long-term Equity Incentives

In General. We provide the opportunity for our named executive officers and other executives to earn a long-term equity incentive award. We believe that one of the best ways to align the interests of stockholders and executives is by providing those individuals who have substantial responsibility over the management, performance and growth of the Company with an opportunity to have a meaningful ownership position in the Company. For 2007, our long-term equity incentive program consisted of grants of stock options pursuant to the Echo Global Logistics, LLC 2005 Stock Option Plan. We have adopted a 2008 Stock Incentive Plan pursuant to which we may grant equity and other incentive awards to our executive officers and other employees beginning in 2008. We believe that management having strong economic incentives will inspire management to act in the best interest of the Company and its stockholders.

Stock Options. For our named executive officers, our stock option program is based on grants that are individually negotiated in connection with employment agreements and other grants to our executives. We have traditionally used stock options as our main form of equity compensation because stock options provide a relatively straightforward incentive for our executives and result in less immediate dilution of existing stockholders' interests.

Grants of stock options or other equity awards to our named executive officers in 2007 are summarized in the following table:

2007 Grants

Douglas R. Waggoner	10,000
Scott P. Pettit	200,000
Orazio Buzza	10,000	*
David C. Rowe	120,000
Vipon Sandhir	10,000
Andrew Arquette	60,000

*: Unvested shares purchased by Mr. Buzza for $4.05 per share. For more information, see "—Unvested Share Purchases" below.

The options granted to Messrs. Waggoner, Rowe and Sandhir were granted in September 2007 with an exercise price of $4.05 per share based on an internal valuation. We believe this per share value is consistent with the valuation performed by an independent valuation specialist in November 2007 of $4.40 per share. The options granted to Mr. Pettit were granted in December 2007 with an exercise price of $4.40 per share. Of the options granted to Mr. Arquette, 50,000 were granted in March 2007 with an exercise price of $1.08 per share, and 10,000 were granted in September 2007 with an exercise price of $4.05 per share, in each case based on an internal valuation.

Messrs. Waggoner, Sandhir and Arquette received an annual grant of 10,000 options (and Mr. Buzza was given the opportunity to purchase 10,000 restricted shares) based on the performance of each executive, the nature of his responsibilities, general company revenue, gross profit and EBITDA performance and the completion of the SelecTrans, Mountain Logistics and Bestway Solutions acquisitions in 2007. Messrs. Rowe and Pettit were granted options when they joined the Company in September 2007 and December 2007, respectively.

As described above, we believe that all grants of stock options to our employees were granted with exercise prices equal to or greater than the fair market value of our common stock on the respective grant dates.

We do not time stock option grants to executives in coordination with the release of material non-public information. Our stock options have a 10-year contractual exercise term. In general, the option grants are also subject to the following post-termination and change in control provisions:

2005 Stock Option Plan

Event		Award Vesting		Exercise Term
Disability or Death		Forfeit Unvested		Earlier of: (1) Remaining Option Period or (2) Six Months from Date of Termination
Termination for Reason Other than Disability or Death		Forfeit Unvested		Earlier of: (1) Remaining Option Period or (2) 30 Days from Date of Termination

2008 Stock Incentive Plan

Event	Award Vesting	Exercise Term
Termination by Us for Reason Other than Cause, Disability or Death	Forfeit Unvested	Earlier of: (1) One Year or (2) Remaining Option Period
Disability or Death	Forfeit Unvested	Option Period
Termination for Cause	Forfeit Vested and Unvested	Expire
Other Termination	Forfeit Unvested	Earlier of: (1) Remaining Option Period or (2) 30 Days from Date of Termination
Change in Control	Accelerated*	*

* The Compensation Committee may provide that, in the event of a change in control, any outstanding awards that are unexercisable or otherwise unvested will become fully vested and immediately exercisable. If there is a termination of employment, the applicable termination provisions regarding exercise term will apply.

The vesting of certain of our named executive officers' stock options is accelerated pursuant to the terms of their employment agreements in certain termination and/or change in control events. These terms are more fully described in "—Employment Agreements" and "—Potential Payments upon Termination or Change in Control."

Unvested Share Purchases. From time to time, we have also offered certain executives the ability to purchase common shares that vest over a period of time and are subject to a right of repurchase by us through a stated period of the executive's continued employment. In 2007, Mr. Buzza purchased 10,000 unvested common shares at $4.05 per share, subject to a right of repurchase by us if Mr. Buzza does not remain employed through December 31, 2008. In addition, in 2006, Mr. Buzza purchased 450,000 unvested common shares at $0.25 per share, subject to a right of repurchase by us at $0.25 per share if Mr. Buzza's employment terminates for any reason other than a Change in Control as follows: if such termination occurred before December 31, 2007, all 450,000 shares would have been subject to repurchase; and if such termination occurs after December 31, 2007 but prior to December 31, 2008, 225,000 shares will be subject to repurchase. In 2006, Mr. Sandhir also purchased 450,000 unvested common shares at $0.25 per share, subject to a right of repurchase by us at $0.25 per share if Mr. Sandhir's employment terminates for any reason other than a Change in Control as follows: if such termination occurred before August 1, 2007, all 450,000 shares would have been subject to repurchase; if such termination occurs after August 1, 2007 but prior to August 1, 2008, 270,000 shares will be

subject to repurchase; and if such termination occurs after August 1, 2008 but prior to August 1, 2009, 90,000 shares will be subject to repurchase.

In addition, from time to time since our inception in January 2005 we have made grants of common shares to certain executives. Under Mr. Buzza's employment agreement dated as of March 1, 2005, he was granted 450,000 common shares, which at the time of the grant had a value of $0.001 per share. Under Mr. Sandhir's employment agreement dated as of March 1, 2005, he was granted 150,000 common shares on August 3, 2005, which at the time of the grant had a value of $0.001 per share.

Total Compensation Comparison. For 2007, long-term equity incentives accounted for approximately 16.5% of total compensation for our Chief Executive Officer and 11.8% on average for our other named executive officers.

Initial Public Offering Grants of Stock Options. Upon the completion of this offering, we will grant options to purchase our common stock to certain of our named executive officers in the following amounts: Mr. Buzza—90,000; and Mr. Sandhir—90,000. These options will have a term of ten years and an exercise price per share equal to our initial public offering price. These options will vest in three equal installments on January 1, 2009, January 1, 2010 and January 1, 2011.

Executive Benefits and Perquisites

In General. We provide the opportunity for our named executive officers and other executives to receive certain perquisites and general health and welfare benefits. We also offer participation in our defined contribution 401(k) plan. We do not match employee contributions under our 401(k) plan. We provide these benefits to provide an additional incentive for our executives and to remain competitive in the general marketplace for executive talent. For 2007, we provided the following personal benefits and perquisites to certain of our named executives officers:

Executive Benefits and Perquisites		Description
Life Insurance Premiums		We pay the premiums for a life insurance policy for Mr. Waggoner, not to exceed $17,500 annually.
Medical Insurance Reimbursement		We provide reimbursement to Messrs. Waggoner, Buzza, Rowe, Sandhir and Arquette for the cost of their medical insurance premium payments.
Car Allowance		We reimburse Mr. Waggoner for the cost of his automobile lease payments in an annual amount of $10,500.

Total Compensation Comparison. For 2007, executive benefits and perquisites accounted for approximately 10.6% of total compensation for our Chief Executive Officer and 5.7% on average for our other named executive officers.

Change in Control and Severance Benefits

In General. We provide the opportunity for certain of our named executive officers to be protected under the severance and change in control provisions contained in their employment agreements. We provide this opportunity to attract and retain an appropriate caliber of talent for the position. Our severance and change in control provisions for the named executive officers are summarized in "—Employment Agreements" and "—Potential Payments upon Termination or Change in Control." We intend to periodically review the level of the benefits in these agreements. We believe our arrangements are reasonable in light of the fact that cash severance is limited to two years for Mr. Waggoner, one year for Messrs. Pettit and Menzel, six months for Mr. Arquette (only in the event of a change in control) and three months for Messrs. Buzza, Rowe and Sandhir (each at a rate equal to their then current base salary), there is no severance increase with a change in control and there are no "single trigger" benefits

upon a change in control other than the vesting of certain of Messrs. Waggoner's, Pettit's and Menzel's option awards and, with respect to Messrs. Buzza and Sandhir, suspension of the Company's right to repurchase their respective stock for a period of two years following a termination.

Incentive Plans

2008 Stock Incentive Plan

We have adopted the Echo Global Logistics, Inc. 2008 Stock Incentive Plan (referred to below as the Stock Incentive Plan), which replaces the Echo Global Logistics, LLC 2005 Stock Option Plan. The principal purpose of the Stock Incentive Plan is to attract, motivate, reward and retain selected employees, consultants and directors through the granting of stock-based compensation awards. The Stock Incentive Plan provides for a variety of awards, including non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Code), stock appreciation rights, restricted stock awards, performance-based awards and other stock-based awards.

Administration. The Stock Incentive Plan is administered by our Compensation Committee. The Compensation Committee may in certain circumstances delegate certain of its duties to one or more of our officers. The Compensation Committee has the power to interpret the Stock Incentive Plan and to adopt rules for the administration, interpretation and application of the plan according to its terms.

Grant of Awards; Shares Available for Awards. Certain employees, consultants and directors are eligible to be granted awards under the plan. The Compensation Committee will determine who will receive awards under the plan, as well as the form of the awards, the number of shares underlying the awards, and the terms and conditions of the awards consistent with the terms of the plan.

The total number of shares of our common stock initially available for issuance or delivery under our Stock Incentive Plan is 1,000,000 shares (plus shares available under our 2005 stock option plan as described below). The number of shares of our common stock issued or reserved pursuant to the Stock Incentive Plan will be adjusted in the discretion of our Board or the Compensation Committee as a result of stock splits, stock dividends and similar changes in our common stock. In addition, shares subject to grant under our prior 2005 stock option plan (including shares under such plan that expire unexercised or are forfeited, terminated, canceled or withheld for income tax withholding) shall be merged and available for issuance under the Stock Incentive Plan, without reducing the aggregate number of shares available for issuance reflected above.

Stock Options. The Stock Incentive Plan permits the Compensation Committee to grant participants incentive stock options, which qualify for special tax treatment in the United States, as well as non-qualified stock options. The compensation committee will establish the duration of each option at the time it is granted, with a maximum duration of ten years from the effective date of the Stock Incentive Plan for incentive stock options, and may also establish vesting and performance requirements that must be met prior to the exercise of options. Stock option grants (other than incentive stock option grants) also may have exercise prices that are less than, equal to or greater than the fair market value of our common stock on the date of grant. Incentive stock options must have an exercise price that is at least equal to the fair market value of our common stock on the date of grant. Stock option grants may include provisions that permit the option holder to exercise all or part of the holder's vested options, or to satisfy withholding tax liabilities, by tendering shares of our common stock already owned by the option holder for at least six months (or another period consistent with the applicable accounting rules) with a fair market value equal to the exercise price.

Stock Appreciation Rights. The Compensation Committee may also grant stock appreciation rights, which will be exercisable upon the occurrence of certain contingent events. Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash and shares of our common stock (as determined by the Compensation Committee) equal in value to the excess of the

fair market value of the shares covered by the stock appreciation right over the exercise price of the right.

Other Equity-Based Awards. In addition to stock options and stock appreciation rights, the Compensation Committee may also grant certain employees, consultants and directors shares of restricted stock, restricted stock units, dividend equivalents, performance-based awards or other stock-based awards, with terms and conditions as the Compensation Committee may, pursuant to the terms of the Stock Incentive Plan, establish. The Stock Incentive Plan also allows awards to be made in conjunction with a participant's election to defer compensation in accordance with the rules of Section 409A of the Code.

Change-in-Control Provisions. In connection with the grant of an award, the Compensation Committee may provide that, in the event of a change in control, any outstanding awards that are unexercisable or otherwise unvested will become fully vested and immediately exercisable.

Amendment and Termination. The Compensation Committee may adopt, amend and waive rules relating to the administration of the Stock Incentive Plan, and amend, suspend or terminate the Stock Incentive Plan, but no amendment will be made that adversely affects in a material manner any rights of the holder of any award without the holder's consent, other than amendments that are necessary to permit the granting of awards in compliance with applicable laws. We have attempted to structure the Stock Incentive Plan so that remuneration attributable to stock options and other awards will not be subject to a deduction limitation contained in Section 162(m) of the Code.

Annual Incentive Plan

We have adopted the Echo Global Logistics, Inc. Annual Incentive Plan (the Annual Incentive Plan) that rewards employees for meeting and exceeding annual performance goals established by the Compensation Committee based on one or more criteria set forth in the Annual Incentive Plan. The Annual Incentive Plan will be used to set bonus targets and pay bonuses beginning in 2008.

Eligibility to participate in the Annual Incentive Plan is limited to substantially all regular full-time and part-time employees. Temporary employees, any independent contractors, and certain other specified classifications are not eligible to participate in the Annual Incentive Plan.

Employees are eligible to receive bonuses based on meeting operational and financial goals that may be stated (a) as goals of the Company, a subsidiary, or a portion thereof, (b) on an absolute basis and/or relative to other companies, or (c) separately for one or more participants or business units. The objective performance goals for the Annual Incentive Plan are established by our Compensation Committee at the beginning of the year. Bonus payouts are determined within a reasonable time after the end of the performance period.

Our Compensation Committee will administer the Annual Incentive Plan and will have the authority to construe, interpret and implement the Annual Incentive Plan and prescribe, amend and rescind rules and regulations relating to the Annual Incentive Plan. The determination of the Compensation Committee on all matters relating to the Annual Incentive Plan or any award agreement will be final, binding and conclusive. The Annual Incentive Plan may be amended or terminated by the Compensation Committee or our Board. However, the Annual Incentive Plan may not be amended without the prior approval of our stockholders, if such approval is necessary to qualify bonuses as performance-based compensation under Section 162(m) of the Code.

2008 Compensation Actions

Employment Agreement with David B. Menzel

On April 7, 2008, we entered into an employment agreement with our new chief financial officer, David B. Menzel. Mr. Menzel is excluded from the compensation tables because the compensation disclosure contained therein primarily relates to 2007 compensation.

Pursuant to his employment agreement, Mr. Menzel is entitled to an initial base salary of $260,000 per year and an annual performance bonus with a target of 30% of base salary. Mr. Menzel is also entitled to an automobile allowance of $800 per month. In connection with the execution of his employment agreement, Mr. Menzel received options to purchase 165,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the grant date as determined by our Compensation Committee. The shares acquired upon exercise of the options are subject to a right of first refusal that terminates upon the listing of the Company's stock on a national securities exchange, among other reasons. The options vest as follows: 40,000 shares vested on April 7, 2008 and an additional 25,000 shares each vest on April 7, 2009, April 7, 2010, April 7, 2011, April 7, 2012, and April 7, 2013. In the event of a sale to any third-party of at least 50% of the total then-outstanding shares of the Company for a cash or publicly-traded stock purchase price equal to or greater than the exercise price per share, 50% of Mr. Menzel's unvested options will vest; provided, however, that if an acceleration event occurs after the first two years of the term of the employment agreement, then 75% of Mr. Menzel's unvested options will vest.

Subject to the execution of a general release and waiver, if Mr. Menzel is terminated for any reason other than for cause (as described in the narrative to the Potential Payments upon Termination or Change in Control section below) or by reason of Mr. Menzel's death or disability, or if Mr. Menzel terminates his employment for good reason, Mr. Menzel is entitled to salary continuation for 12 months following termination, additional vesting of 25,000 options, and continuation of Company-provided insurance benefits for Mr. Menzel and his dependents until the earlier of: (i) 12 months following termination or (ii) the date Mr. Menzel has secured comparable benefits through another organization's benefits program. The definition of "good reason" is substantially similar to the definition described in "—Employment Agreements—Employment Agreement with Douglas R. Waggoner." In the event Mr. Menzel is terminated (other than for cause), or terminates his employment for good reason, three months prior to the public announcement of a proposed Change of Control or within 12 months following a Change of Control, Mr. Menzel receives the same benefits as if Mr. Menzel is terminated other than for cause or by reason of Mr. Menzel's death or disability, or if Mr. Menzel terminates his employment for good reason (as described above) plus the immediate vesting of the next full year's options.

Mr. Menzel's employment agreement terminates on April 7, 2013.

Separation Agreement with Scott P. Pettit

On April 29, 2008, we entered into a separation agreement with Mr. Pettit. Pursuant to this agreement, Mr. Pettit is entitled to exercise all 50,000 previously vested stock options and an additional 30,000 for which vesting was accelerated. All other unvested options were forfeited. In addition, Mr. Pettit may be entitled to receive a discretionary pro-rata bonus in connection with his employment for the period from January 1, 2008 to March 31, 2008.

EXECUTIVE COMPENSATION

The following tables set forth certain compensation information for our Chief Executive Officer, Chief Financial Officers, and three other most highly compensated executive officers (collectively, the "named executive officers") during 2007.

2007 SUMMARY COMPENSATION TABLE

Name and Principal Position	Salary(1)($)	Bonus ($)	Option Awards(2)($)	All Other Compensation(3)($)	Total Compensation ($)
Douglas R. Waggoner Chief Executive Officer	223,106	30,000	57,569	36,856	347,531
Orazio Buzza Chief Operating Officer	227,708	30,000	—	10,823	268,531
David C. Rowe Chief Technology Officer	60,938	25,000	13,650	25,569	125,157
Vipon Sandhir Executive Vice President of Sales	204,205	47,188	2,277	6,828	260,498
Andrew Arquette(4) Former Vice President of Finance	192,311	10,000	15,993	11,808	230,112
Scott P. Pettit(5) Former Chief Financial Officer	—	—	82,500	—	82,500

(1): Base salary amount reflects blended rates before and after the salary increases, which became effective between October 1, 2007 and November 1, 2007. Mr. Rowe's base salary earned in 2007 reflects his commencement of employment on September 17, 2007.
(2): Value of option awards is based on the dollar amount (for current and prior awards) recognized for 2007 financial statement reporting purposes in accordance with FAS 123(R). All options were granted under the Echo Global Logistics, LLC 2005 Stock Option Plan. We used the Black-Scholes option valuation model to determine the grant date fair value of options granted. Please see note 14 to our consolidated financial statements for a description of the assumptions used in the model.
(3): Includes, for Mr. Waggoner, medical insurance reimbursement of $8,856, reimbursement for automobile lease payments of $10,500 and life insurance payments of $17,500, and for Messrs. Buzza, Rowe, Sandhir and Arquette, medical insurance reimbursements of $10,823, $569, $6,828 and $11,808, respectively. Includes, for Mr. Rowe, a $25,000 reimbursement to cover the repayment owed to his prior employer pursuant to a contract termination. If Mr. Rowe voluntarily resigns or is terminated by us for cause prior to August 24, 2008, Mr. Rowe must repay us for this reimbursement.
(4): Mr. Arquette acted as our principal financial officer in 2007 prior to Mr. Pettit's appointment on December 27, 2007.
(5): Mr. Pettit served as our principal financial officer from December 27, 2007 to April 4, 2008. As of April 7, 2008, David B. Menzel began serving as our principal financial officer.

2007 GRANTS OF PLAN-BASED AWARDS

The following table summarizes the option awards made to our named executive officers under any plan in 2007.

Name	Grant Date(1)	All Other Stock Awards: Number of Shares of Stock (#)	Number of Securities Underlying Options (#)	Exercise Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(2)($)
Douglas R. Waggoner	9/28/2007		10,000	4.05	17,000
Scott P. Pettit(3)	12/27/2007		200,000	4.40	390,000
Orazio Buzza(4)	9/28/2007	10,000	—	4.05	40,500
David C. Rowe	9/17/2007		120,000	4.05	218,400
Vipon Sandhir	9/28/2007		10,000	4.05	16,700
Andrew Arquette	3/1/2007		50,000	1.08	24,500
Andrew Arquette	9/28/2007		10,000	4.05	17,000

(1): All options were granted under the Echo Global Logistics, LLC 2005 Stock Option Plan.
(2): Grant date fair value of each equity award in accordance with FAS 123(R). We used the Black-Scholes option valuation model to determine the grant date fair value of options granted. Please see note 14 to our consolidated financial statements for a description of the assumptions used in the model.
(3): All but 80,000 of these options will be forfeited in connection with Mr. Pettit's separation agreement. See "—2008 Compensation Actions—Separation Agreement with Scott P. Pettit."
(4): Mr. Buzza purchased 10,000 restricted common shares on September 28, 2007 at the fair market value price per share of $4.05. Therefore, there is no compensation expense for these shares.

EMPLOYMENT AGREEMENTS

Employment Agreement with Douglas R. Waggoner

We entered into an employment agreement with Douglas R. Waggoner, our Chief Executive Officer, on November 1, 2006, which was later amended and restated on , 2008. Pursuant to his amended and restated employment agreement, Mr. Waggoner is entitled to an initial base salary of $300,000 per year. In addition to base salary, Mr. Waggoner is eligible for an annual performance bonus. Mr. Waggoner also has a right to be reimbursed for the full amount of his insurance costs under our insurance programs. Further, we will pay up to $17,500 annually for the cost of Mr. Waggoner's life insurance policy in effect at the time he entered into the employment agreement.

In connection with the execution of his employment agreement in 2006, Mr. Waggoner received options to purchase 900,000 shares of the Company's common stock at an exercise price of $1.84 per share. The shares acquired upon exercise of the options are subject to a right of first refusal that terminates upon the completion of an initial public offering. The options vest as follows: 100,000 shares vested on November 16, 2006 and 200,000 shares each vest (or have vested) on January 1, 2008, January 1, 2009, January 1, 2010, and January 1, 2011. In the event of a sale to any third-party of at least 50% of the total then-outstanding shares of the Company for a cash or publicly-traded stock purchase price equal to at least $8.00 or in the event the Company consummates a public offering, 50% of Mr. Waggoner's unvested options will vest; provided, however, that if either of these acceleration events occurs after the first two years of the term of the employment agreement, then 75% of Mr. Waggoner's unvested options will vest.

Subject to the execution of a general release and waiver, if Mr. Waggoner's employment is terminated by us after December 31, 2007 for any reason other than for cause (as described in the narrative to the Potential Payments Upon Termination or Change in Control section) or by reason of

Mr. Waggoner's death or disability, or if Mr. Waggoner terminates his employment for Good Reason (as defined below), Mr. Waggoner is entitled to:

•: salary continuation for 24 months following termination;
•: additional vesting of 150,000 options; and
•: continuation of Company-provided insurance benefits for Mr. Waggoner and his dependents until such time Mr. Waggoner has secured comparable benefits through another organization's benefits program.

In the event Mr. Waggoner is terminated (other than for cause), or terminates his employment for good reason, three months prior to the public announcement of a proposed Change of Control or within 12 months following a Change of Control, Mr. Waggoner is entitled to the benefits described above and the immediate vesting of the next full year's options as if his employment continued for a period of 12 months following termination.

For purposes of Mr. Waggoner's employment agreement, "Change of Control" has the same meaning as set forth in our 2008 Stock Incentive Plan as described in the narrative to the Potential Payments Upon Termination or Change in Control section. Further, "Good Reason" occurs if Mr. Waggoner terminates his employment for any of the following reasons: (i) we materially reduce Mr. Waggoner's duties or responsibilities below what is customary for his position in a business that is similar to our Company without Mr. Waggoner's consent, (ii) we require Mr. Waggoner to relocate his office more than 100 miles from his current office without his consent, (iii) we materially breach the terms of the employment agreement, or (iv) Mr. Waggoner is forced to report to anyone other than our Board. If one or more of the above conditions exist, Mr. Waggoner must provide notice to the Company within a period not to exceed 90 days of the initial existence of the condition. Upon such notice, the Company shall have 30 days during which it may remedy the condition.

Mr. Waggoner's employment agreement terminates on January 2, 2011.

Employment Agreement with Scott P. Pettit

Mr. Pettit joined the Company on December 27, 2007 and did not have an employment arrangement in 2007. We entered into an employment agreement with Scott P. Pettit, our former Chief Financial Officer, on January 1, 2008. Pursuant to his employment agreement, Mr. Pettit was entitled to a base salary of $200,000 per year through December 27, 2008. In addition to base salary, Mr. Pettit was eligible for an annual performance bonus. Mr. Pettit also had a right to be reimbursed for the full amount of his insurance costs under our insurance programs. Further, we agreed to pay up to $9,250 annually for the cost of Mr. Pettit's life insurance policy in effect at the time he entered into the employment agreement.

In connection with the execution of his employment agreement, Mr. Pettit received options to purchase 200,000 shares of common stock at an exercise price of $4.40 per share, with options with respect to 50,000 of these shares vesting immediately and options with respect to 30,000 shares vesting on December 27 of each of 2008, 2009, 2010, 2011 and 2012. Pursuant to the terms of Mr. Pettit's separation agreement, the vesting of options to purchase 30,000 shares of common stock has been accelerated and his remaining unvested options were forfeited. The shares acquired upon exercise of the options are subject to a right of first refusal that terminates upon the completion of an initial public offering.

Mr. Pettit is no longer employed by Echo. See "—2008 Compensation Actions—Separation Agreement with Scott P. Pettit."

Employment Agreements with Orazio Buzza, Vipon Sandhir and David C. Rowe

We entered into employment agreements with Orazio Buzza, the Company's then President and Chief Technology Officer (currently, the Chief Operating Officer), and Vipon Sandhir, the Company's Executive Vice President of Sales, on March 1, 2005 and August 1, 2005, respectively, which were each amended and restated on , 2008. We also entered into an employment agreement with David C. Rowe on August 24, 2007, which was amended and restated on , 2008. Pursuant to their employment agreements, Messrs. Buzza, Sandhir and Rowe are entitled to a base salary and are eligible to receive an annual performance bonus.

Upon joining the Company, Mr. Buzza was granted 450,000 shares of common stock and Mr. Sandhir was granted 150,000 shares of common stock, each with a fair value of $0.001 per share. In addition, Mr. Buzza was given the opportunity to purchase 450,000 restricted shares of common stock on March 15, 2006 and Mr. Sandhir was given the opportunity to purchase 450,000 restricted shares of common stock on April 15, 2006, each at a price of $0.25 per share and subject to certain repurchase rights.

Subject to the execution of a general release and waiver, in the event Mr. Buzza, Mr. Sandhir or Mr. Rowe is terminated by us for any reason other than for cause (as described in the narrative to the Potential Payments Upon Termination or Change in Control section) or by reason of death or disability, or if either terminates his employment for Good Reason (as defined above for Mr. Waggoner, except (iv)), Messrs. Buzza, Sandhir and Rowe are entitled to salary continuation for three months plus accrued but unused vacation time or minus unaccrued and used vacation time.

If, during the three months prior to the public announcement of a proposed Change of Control (as defined in our 2008 Stock Incentive Plan) or twelve months following a Change of Control, Messrs. Buzza or Sandhir is terminated by us for any reason other than cause or employment is terminated by Messrs. Buzza or Sandhir for Good Reason, each is entitled to salary continuation for three months plus accrued but unused vacation time or minus unaccrued and used vacation time and the Company forfeits its repurchase right for two years following termination.

Each of Mr. Buzza's, Mr. Sandhir's and Mr. Rowe's employment agreement terminates on January 1, 2011.

2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2007.

					Stock Awards
	Option Awards				Number of Shares of Stock that Have Not Vested (#)	Market Value of Shares of Stock that Have Not Vested ($)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)
Douglas R. Waggoner(1)	100,000 0	800,000 10,000	1.84 4.05	11/1/2016 9/28/2017	— —	— —
Scott P. Pettit(2)	50,000	150,000	4.40	12/27/2017
Orazio Buzza(3)	—	—	—		460,000	1,871,000
David C. Rowe(4)	0	120,000	4.05	9/17/2017	—	—
Vipon Sandhir(5)	0	10,000	4.05	9/28/2017	270,000	1,120,500
Andrew Arquette(6)	25,000 0 0	75,000 50,000 10,000	0.77 1.08 4.05	7/1/2016 3/1/2017 9/28/2017	—	—

(1): Mr. Waggoner's options to purchase 800,000 shares of common stock at an exercise price of $1.84 per share vest with respect to 200,000 of those shares on January 1 of each of 2008, 2009, 2010 and 2011. Mr. Waggoner's options to purchase 10,000 shares of common stock at an exercise price of $4.05 per share vest with respect to all of those shares on December 31, 2009.
(2): Mr. Pettit's options to purchase 150,000 shares of common stock at an exercise price of $4.40 per share vest with respect to 30,000 of those shares on December 27 of each of 2008, 2009, 2010, 2011 and 2012. Pursuant to Mr. Pettit's separation agreement, his option to purchase 30,000 of the shares will vest immediately and the remainder will be forfeited. See "—2008 Compensation Actions—Separation Agreement with Scott P. Pettit."
(3): Certain of Mr. Buzza's unvested shares are subject to repurchase by the Company. This repurchase right expires with respect to 225,000 shares on January 1, 2008, with respect to 225,000 shares on December 31, 2008 and with respect to the 10,000 unvested shares on January 1, 2009. The market value is determined by aggregating the difference between the market price of $4.40 as of December 31, 2007 and the repurchase prices of $0.25 and $4.05 as to 450,000 and 10,000 unvested shares, respectively.
(4): Mr. Rowe's options to purchase 120,000 shares of common stock at an exercise price of $4.05 per share vest with respect to 30,000 of those shares on September 17 of each of 2008, 2009, 2010 and 2011.
(5): Mr. Sandhir's options to purchase 10,000 shares of common stock at an exercise price of $4.05 per share vest with respect to all of those shares on August 1, 2009. Certain of Mr. Sandhir's unvested shares are subject to repurchase by the Company. This repurchase right expires with respect to 180,000 on August 1, 2008 and the remaining 90,000 on August 1, 2009. The market value is determined by aggregating the difference between the market price of $4.40 as of December 31, 2007 and the repurchase price of $0.25 as to 270,000 unvested shares.
(6): Mr. Arquette's options to purchase 75,000 shares of common stock at an exercise price of $0.77 per share vest with respect to 25,000 of those shares on July 10 of each of 2008, 2009 and 2010. Mr. Arquette's options to purchase 50,000 shares of common stock at an exercise price of $1.08 per share vest with respect to 12,500 of those shares on March 1 of each of 2008, 2009, 2010 and 2011. Mr. Arquette's options to purchase 10,000 shares of common stock at an exercise price of $4.05 per share vest with respect to all of those shares on December 31, 2009.

2007 OPTION EXERCISES AND STOCK VESTED

The following table sets forth certain information regarding stock awards that vested during fiscal year 2007 for the named executive officers. There were no option exercises in 2007.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Douglas R. Waggoner	—	—
Scott P. Pettit	—	—
Orazio Buzza	—	—
David C. Rowe	—	—
Vipon Sandhir	180,000	684,000	(1)
Andrew Arquette	—	—

(1): This figure is calculated by multiplying the number of shares acquired on vesting by $3.80, which represents the difference between the fair market value of the stock on the vesting date, $4.05, and the price at which the Company previously had the right to repurchase the stock, $0.25.

2007 PENSION BENEFITS

We do not sponsor any qualified or non-qualified defined benefit plans.

2007 NONQUALIFIED DEFERRED COMPENSATION

We do not maintain any non-qualified defined contribution or deferred compensation plans.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Assuming the employment of our named executive officers were to be terminated by us without cause or by the officers for good reason, each as of December 31, 2007 (except as noted below), the following individuals would be entitled to payments in the amounts set forth opposite their name in the below table:

	Cash Severance	Benefit Continuation
Douglas R. Waggoner	$25,000 per month for 24 months**	$	11,808	*
Scott P. Pettit	***			*
Orazio Buzza	$21,250 per month for three months	$	0
David C. Rowe	****	$	0
Vipon Sandhir	$20,000 per month for three months	$	0
Andrew Arquette	$0	$	0

*: Pursuant to the employment agreements with Messrs. Waggoner and Pettit, in the event of a termination without cause or a termination for good reason (beginning as of January 1, 2008 for Mr. Waggoner and as of January 3, 2009 for Mr. Pettit), the Company would also provide Messrs. Waggoner and Pettit and their dependents with Company paid insurance benefits until such time comparable benefits are secured through another employer's benefits program. The following assumptions were made in calculating the benefit continuation amounts: a monthly cost of $984 for a period of 12 months.
**: As of January 1, 2008, Mr. Waggoner is entitled to 24 months' salary in the event of a termination by the Company without cause or by him for good reason.
***: As of December 28, 2008, Mr. Pettit would have been entitled to 12 months' salary in the event of a termination by the Company without cause or by him for good reason. See "—2008 Compensation Actions—Separation Agreement with Scott P. Pettit."
****: As of , 2008, Mr. Rowe is entitled to three months' salary in the event of a termination of his employment by the Company without cause or by him for good reason.

We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executives not for good reason. No severance or benefits are provided for any of the executive officers in the event of death or disability. A change in control does not affect the amount or timing of these cash severance payments.

Mr. Arquette is entitled to six months' salary (which would have equaled $100,000 on December 31, 2007) in the event of a termination by the Company upon a change in control or as a condition to a change in control.

Assuming the employment of our named executive officers were to be terminated without cause or for good reason, each as of December 31, 2007 (or as otherwise specified), the following individuals would be entitled to accelerated vesting of their outstanding equity awards described in the table below:

	Value of Equity Awards: Termination Without Cause or For Good Reason(1)	Value of Equity Awards: Termination Without Cause or For Good Reason In Connection With a Change in Control(1)
Douglas R. Waggoner	$384,000(2)	$896,000(2)
Scott P. Pettit	0(3)	0(3)
Orazio Buzza	0	0
David C. Rowe	0	0
Vipon Sandhir	0	0
Andrew Arquette	0	0

(1): There was no public market for our stock in 2007. Values are based on the aggregate difference between the respective exercise prices and a price of our common stock of $4.40 per share, which was the fair market value of our common stock as of the date of our most recent independent valuation prior to December 31, 2007.
(2): Assuming a termination and/or a change in control on January 1, 2008.
(3): Mr. Pettit would have been entitled to accelerated vesting beginning on December 28, 2008, or in connection with a change in control, beginning on the date of his employment agreement.

In connection with a termination without cause or a termination for good reason, no payments are due unless the executive executes a general release and waiver of claims against us. Each named executive officer is subject to non-competition and non-solicitation restrictions for a period of twenty-four months following termination. Further, each named executive officer entered into a confidentiality agreement upon joining the Company.

The following definitions apply to the termination and change in control provisions in the employment agreements.

Change in Control

As of December 31, 2007, the employment agreements incorporated by reference the Change in Control definition in the 2005 Stock Option Plan. Pursuant to the Company's 2005 Stock Option Plan. A "Change in Control" means an Ownership Change Event or a series of related Ownership Change Events (collectively, a "Transaction") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "Transferee Corporation(s)"), as the case may be. An "Ownership Change Event" is deemed to have occurred if any of the following events occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. An indirect beneficial ownership includes, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations.

The employment agreements were amended as of , 2008 to incorporate the Change in Control definition in the 2008 Stock Incentive Plan. Under the 2008 Stock Incentive Plan, "Change in Control" means the occurrence of any one or more of the following: (a) an effective change in control pursuant to which any person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) beneficial ownership of stock of the Company representing more than thirty-five percent (35%) of the voting power of the Company's then outstanding stock; provided, however, that a Change in Control shall not be deemed to occur by virtue of any of the following acquisitions: (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities; (b) any person or persons acting as a group acquires beneficial ownership of Company stock that, together with Company stock already held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or voting power of the Company's then outstanding stock (the acquisition of Company stock by the Company in exchange for property, which reduces the number of outstanding shares and increases the percentage ownership by any person or group to more than 50% of the Company's then outstanding stock will be treated as a Change in Control); (c) individuals who constitute the Board immediately after the Effective Date (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board during any 12-month period; provided, however, that: (i) any person becoming a Director subsequent thereto whose election or nomination for election was approved by a vote of a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without written objection to such nomination) shall be an Incumbent Director, provided, that no individual initially elected or nominated as a Director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director and (ii) a Change in Control shall not be deemed to have occurred pursuant to this paragraph (c) if, after the Board is reconstituted, the Incumbent Stockholders (as defined below) beneficially own stock of the Company representing more than thirty-five percent (35%) of the voting power of the Company's then outstanding stock; (d) any person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value of at least forty percent (40%) of the total gross fair market value of all the assets of the Company immediately prior to such acquisition. For purposes of this section, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, without regard to any liabilities associated with such assets. The event described in this paragraph (d) shall not be deemed to be a Change in Control if the assets are transferred to (i) any owner of Company stock in exchange for or with respect to the Company's stock, (ii) an entity in which the Company owns, directly or indirectly, at least fifty percent (50%) of the entity's total value or total voting power, (iii) any person that owns, directly or indirectly, at least fifty percent (50%) of the Company stock, or (iv) an entity in which a person described in (d)(iii) above owns at least fifty percent (50%) of the total value or voting power (for purposes of this definition, and except as otherwise provided, a person's status is determined immediately after the transfer of the assets); or (e) upon the happening of any other event(s) designated as a Change in Control for purposes of Section 409A. Notwithstanding the foregoing, shares of Company stock beneficially owned by any of the following (collectively, the "Incumbent Stockholders") shall be excluded for purposes of determining a Change in Control: Polygal Row, LLC, Frog Ventures, LLC, Richard A. Heise Living Trust, Echo Global Logistics Series C Investment Partners, LLC, Old Willow Partners, LLC, Blue Media, LLC, Green Media, LLC, Y&S Nazarian Revocable Trust, Younes Nazarian 2006 Annuity Trust—Echo Global, Soraya Nazarian 2006 Annuity Trust—Echo Global, Anthony Bobulinski, David Nazarian 2005 Annuity Trust EGL, Sam Nazarian, Baradaran Revocable Trust, Shulamit Nazarian Torbati, New Enterprise Associates 12, Limited Partnership, NEA Ventures 2006, Limited Partnership;

or any of their respective Affiliates, sucessors or assigns. In no event will a Change in Control be deemed to have occurred, with respect to the Participant, if an employee benefit plan maintained by the Company or an Affiliate or the Participant is part of a purchasing group that consummates the transaction that would otherwise result in a Change in Control. The employee benefit plan or the Participant will be deemed "part of a purchasing group" for purposes of the preceding sentence if the plan or the Participant is an equity participant in the purchasing company or group, except where participation is: (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors.

Cause

The employment agreements define "Cause" as either: (i) a material breach of any provision of the agreement, provided that in those instances in which a material breach is capable of being cured, the officer has failed to cure within a thirty (30) day period after notice from the Company; (ii) theft, dishonesty, or falsification of any employment or Company records by the officer; (iii) the reasonable determination by the Board that the officer has committed an act or acts constituting a felony or any act involving moral turpitude; or (iv) the reasonable determination by the Board that the officer has engaged in willful misconduct or gross negligence that has had a material adverse effect on the Company's reputation or business.

Good Reason

The definitions of "Good Reason" are described in "—Employment Agreements."

2007 DIRECTOR COMPENSATION

The following table shows information concerning the compensation that the Company's non-employee directors earned during the fiscal year ended December 31, 2007.

Name	Fees Earned or Paid in Cash ($)(1)	Options Awards ($)(2)	All Other Compensation ($)(3)		Total ($)
Anthony R. Bobulinski	—	—		—	—
Richard A. Heise, Jr.	—	—		—	—
Bradley A. Keywell	—	45,419	$	75,000	120,419
Eric P. Lefkofsky	—	—		—	—
Samuel K. Skinner	—	14,222		—	14,222
Louis B. Susman	—	5,000		—	5,000
John R. Walter	—	—		—	—
Harry R. Weller	—	—		—	—

(1): We do not pay our non-employee directors any cash compensation for their service on our Board.
(2): Value of option awards is based on the dollar amount (for current and prior awards) for 2007 financial reporting purposes in accordance with FAS 123(R). We used the Black-Scholes valuation model to determine the grant date fair value of options granted. Please see note 14 to our consolidated financial statements for a description of the assumptions used in the model. The grant date fair value of the option award granted in 2007 to Mr. Keywell was $352,000 and to Mr. Skinner was $11,200. The aggregate number of shares subject to outstanding option awards as of December 31, 2007 for our directors are as follows: Mr. Keywell (through his company, Holden Ventures, LLC)—200,000; Mr. Skinner—160,000; and Mr. Susman—100,000.
(3): Consists of fees paid to Holden Ventures, LLC for Mr. Keywell in 2007 for consulting services.

Summary of Director Compensation

We do not provide cash compensation to our directors for their services as members of the Board or for attendance at Board or committee meetings. However, our directors will be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. Under our Stock Incentive Plan, directors are eligible to receive stock option and other equity grants at the discretion of the Compensation Committee or other administrator of the plan.

On June 15, 2006, we granted Mr. Susman an option to purchase 100,000 shares of common stock at a price per share not to exceed $1.00. This option, which has a term of ten years, vested with respect to one-half of the shares on June 30, 2006 and with respect to the remaining half on June 30, 2007. On October 1, 2006, we granted Mr. Skinner an option to purchase 120,000 shares of common stock at a price of $1.84 per share. This option vested immediately with respect to 30,000 shares, and vests or has vested on October 1, 2007, October 1, 2008 and October 1, 2009 with respect to an additional 30,000 shares on each date. On October 1, 2006, we also granted Mr. Skinner the right to purchase 100,000 shares of our common stock at a price of $2.88 per share. Mr. Skinner exercised his right to purchase these shares on December 31, 2006. On February 13, 2007, we granted Mr. Skinner an option to purchase 40,000 shares of common stock at an exercise price of $1.84 per share, with such option vesting immediately with respect to 10,000 shares and on February 13, 2008, February 13, 2009 and February 13, 2010, with respect to an additional 10,000 shares on each date. Each of Mr. Skinner's options has a term of ten years.

In addition, in January 2007, we entered into a consulting agreement with Holden Ventures, LLC, a consulting firm owned and operated by Bradley A. Keywell. Under the terms of the consulting agreement, we paid $75,000 to Holden Ventures for services rendered in 2007, and granted Holden Ventures the right to purchase 500,000 shares of our common stock at an exercise price of $1.10 per share. Holden Ventures exercised its right to purchase these shares in February 2007. We terminated the consulting agreement as of December 31, 2007. In connection with Mr. Keywell's service on our board of directors, we also granted Holden Ventures an option to purchase 200,000 shares of our common stock at an exercise price of $4.05 per share on August 15, 2007, which vests in equal annual installments on March 15, 2008, 2009 and 2010.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of our business and in connection with our financing activities, we have entered into a number of transactions with our directors, officers and 5% or greater stockholders. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates are approved by a majority of our Board of Directors, including a majority of the independent and disinterested members of our Board of Directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third-parties. As a public company following the completion of this offering, our audit committee will be responsible for reviewing the fairness of related party transactions in accordance with the Nasdaq Marketplace Rules.

Recapitalization

Prior to the completion of this offering, we intend to recapitalize all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into newly issued shares of common stock on approximately a one-for-one basis. In addition, prior to the completion of this offering, each outstanding option will be converted into an option to receive one share of common stock upon the applicable exercise date. In connection with the recapitalization and the completion of this offering, we intend to make approximately $2.3 million of required accrued dividend payments to the holders of our Series B and D preferred shares. Such payments include a payment of approximately $24,000 to the holders of our Series B preferred stock, which own approximately 0.4% of our equity on a fully-diluted basis, and a payment of approximately $2.3 million to the holders of our Series D preferred stock, which own 18.2% of our equity on a fully-diluted basis. See "Principal and Selling Stockholders" for information on the holders of our Series B preferred stock and Series D preferred stock.

Relationship with our Founders

Eric P. Lefkofsky, Richard A. Heise, Jr. and Bradley A. Keywell founded our company in January 2005. Messrs. Lefkofsky and Keywell serve as members of our Board of Directors. Mr. Heise served on our Board of Directors from our June 2006 conversion to a corporation through April 2008.

Messrs. Lefkofsky, Heise and Keywell own, directly or indirectly, 16.7%, 12.9% and 11.0% of our equity interests on a fully-diluted basis, respectively. After this offering, Messrs. Lefkofsky, Heise and Keywell will own, directly or indirectly, %, % and % of our common stock on a fully-diluted basis, respectively.

Consulting Arrangement with Holden Ventures and Bradley A. Keywell

In January 2007, we entered into a consulting agreement with Holden Ventures, LLC, a consulting firm owned and operated by one of our directors, Bradley A. Keywell. We paid $78,140 and $206,431 to Holden Ventures, LLC, a consulting firm owned and operated by Bradley A. Keywell, and Mr. Keywell for services rendered and reimbursement of certain travel and entertainment expenses incurred on our behalf in 2006 and 2007, respectively. In 2007, we also granted Holden Ventures the right to purchase 500,000 shares of our common stock for $1.10 per share. Holden Ventures exercised its right to purchase these shares in February 2007. We terminated the consulting agreement as of December 31, 2007.

Option Grant to Holden Ventures

In August 2007, in connection with Mr. Keywell's service on our board of directors, we granted an option to purchase 200,000 shares of our common stock at an exercise price of $4.05 per share to Holden Ventures, LLC which vests in equal annual installments on March 15, 2008, 2009 and 2010.

Lease with MediaBank, LLC

In April 2007, we entered into a sub-lease agreement with MediaBank, LLC, an entity controlled by Eric P. Lefkofsky and Bradley A. Keywell, pursuant to which MediaBank leased a portion of our office space in Chicago, and paid 20% of our lease payments and overhead expense relating this space. In June 2007, we entered into an amended sub-lease agreement with MediaBank, pursuant to which MediaBank agreed to pay 29% of our lease payment for the Chicago office. Under the terms of the sub-lease agreements, MediaBank paid us $72,551 in 2007. The sub-lease agreement was negotiated at arm's length, and we believe that the terms and conditions are reasonable and customary.

Relationships with InnerWorkings, Inc.

The involvement of Messrs. Lefkofsky and Heise in the formation and development of both Echo and InnerWorkings, Inc. (NASDAQ: INWK) has contributed to various relationships between Echo and InnerWorkings. These relationships are described below.

Equity Ownership in Echo and InnerWorkings

Certain stockholders of Echo, including certain of our directors and officers, affiliates of New Enterprise Associates and affiliates of the Nazarian family have direct and/or indirect ownership interests in InnerWorkings. These stockholders, and their respective direct and/or indirect ownership interests in InnerWorkings as of December 31, 2007, include:

•: Elizabeth Kramer Lefkofsky, 8.2%, who is the wife of Eric P. Lefkofsky, one of our directors;
•: Richard A. Heise, Jr., 13.4%, one of our former directors;
•: Orazio Buzza, less than 1%, our Chief Operating Officer;
•: Anthony R. Bobulinski, less than 1%, one of our directors;
•: Entities affiliated with New Enterprise Associates, 14.8%, of which Harry R. Weller, one of our directors, is a Partner; and
•: Affiliates of the Nazarian family 7.6%, which include Sharyar Baradaran, a director of InnerWorkings.

InnerWorkings is also one of our stockholders. As of December 31, 2007, InnerWorkings owned 2,000,000 shares of our common stock, or 5.8% of our equity interests on a fully-diluted basis, which it acquired in exchange for its 2,000,000 units of Echo Global Logistics, LLC in connection with our June 2006 conversion from an LLC to a corporation. InnerWorkings paid $125,000 for these units in March 2005.

Business with InnerWorkings

In the ordinary course, InnerWorkings provides us with print procurement services. As consideration for these services, we paid InnerWorkings approximately $4,500, $35,100 and $88,200 in 2005, 2006 and 2007, respectively. InnerWorkings also provided general management services to the Company in 2005 and 2006, including financial management, legal, accounting, tax, treasury, employee benefit plan, and marketing services, which were billed based on the percentage of time InnerWorkings' employees spent on these services.

In addition, we have provided transportation and logistics services to InnerWorkings. As consideration for these services, we have billed InnerWorkings approximately $264,400, $625,800 and $748,600 in 2005, 2006 and 2007, respectively.

Lease with InnerWorkings

In November 2005, we entered into an agreement with InnerWorkings and Incorp, LLC pursuant to which we sub-lease a portion of InnerWorkings' office space in Chicago, and paid 20% of InnerWorkings' lease payment (and 25% of its overhead expense) relating to this space. In January 2007, we amended the agreement and agreed to pay 35% of InnerWorkings' lease payments for this space. This agreement expired in April 2007. In June 2007, we entered into a new agreement with InnerWorkings pursuant to which we currently sub-lease a portion of InnerWorkings' office space in Chicago, and pay 29% of InnerWorkings' lease payment and overhead expense relating to this space. The total expense incurred by us under the sub-lease agreements was $126,697 and $178,080 in 2006 and 2007, respectively. InnerWorkings has notified us that it intends to terminate the sub-lease agreement at the end of 2008. Each sub-lease agreement was negotiated at arm's length, and we believe that the terms and conditions are reasonable and customary.

Referral Agreement with InnerWorkings

In October 2006, we entered into a referral agreement with InnerWorkings, pursuant to which we agreed to pay InnerWorkings a fee equal to 5% of gross profits on transactions generated through the referral of mutually agreed new clients to us by InnerWorkings, subject to a $75,000 cap per year per client referred. Under the terms of the referral agreement, we incurred referral fees of $62,076 and $75,000 in 2006 and 2007, respectively. The referral agreement was negotiated at arm's length, and we believe that the terms and conditions are reasonable and customary. We terminated this agreement on February 18, 2008.

Supplier Rebate Agreement with InnerWorkings

In June 2006, we entered into a supplier rebate program with InnerWorkings, pursuant to which we provide InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 5% of revenue received from InnerWorkings. In April 2008, we amended the terms of this rebate program to provide InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 3% of revenue received from InnerWorkings, plus an additional 2% of revenue for amounts paid within fifteen days. Under the supplier rebate program we expensed $12,314 and $14,970 in 2006 and 2007, respectively.

Acquisition of Assets of SelecTrans, LLC

In March 2007, we acquired certain assets of SelecTrans, LLC, a freight management software provider based in Lake Forest, Illinois for approximately $350,000 and 150,000 shares of our common stock. Douglas R. Waggoner, our Chief Executive Officer, founded SelecTrans in December 2005 and served as its Chief Executive Officer until the time the assets were acquired. At the time SelecTrans was acquired, Mr. Waggoner and his wife owned 66% of SelecTrans, and he received $275,000 in cash and was allocated 75,000 shares of our common stock. Mr. Waggoner will also receive up to $500,000 in cash and 37,500 shares of our common stock upon the achievement of certain performance targets during the three year period beginning on March 21, 2007. This transaction was negotiated at arm's length, and we believe that the terms and conditions are reasonable and customary.

Relationship with Citi Global Investment Banking

Louis B. Susman, who is the Vice Chairman of Citigroup Corporate and Investment Banking, is also a member of our Board of Directors. Citigroup Corporate and Investment Banking is an affiliate of Citigroup Global Markets Inc., which is an underwriter of this offering. Citigroup Global Markets Inc. will receive certain discounts and commissions for its services, with a total value of approximately $ .

See "Underwriting." Our Board of Directors is aware of these interests and will consider them, among other matters, in approving the underwriting agreement and the transactions contemplated by the underwriting agreement.

Sales of Our Securities

We sold the following common units, restricted units and Series B and Series C preferred units of Echo Global Logistics, LLC and the following common stock, restricted common stock and Series D preferred stock of Echo Global Logistics, Inc. to our directors, officers and 5% or greater stockholders, and their respective affiliates, in private transactions on the dates set forth below. In connection with our conversion from an LLC to a corporation in June 2006, the former members of the Echo Global Logistics, LLC received newly issued shares of our capital stock, cash or a combination of both.

Name of Unitholder/ Stockholder	Common Units	Series B Convertible Preferred Units	Series C Convertible Preferred Units	Series D Convertible Preferred Shares	Common Shares	Unvested Common Units		Unvested Common Shares		Date of Purchase	Total Purchase Price
Polygal Row, LLC(1)	11,570,000									3/1/05	$	1,157
InnerWorkings, LLC	2,000,000									3/1/05	$	125,000
Blue Media, LLC(2)		41,667								3/1/05	$	41,667
Old Willow Partners, LLC(3)		41,667								3/1/05	$	41,667
Orazio Buzza	450,000									3/1/05		(4)
Frog Ventures, LLC(5)	6,480,000									3/1/05	$	648
Frog Ventures, LLC		41,666								3/1/05	$	41,666
Echo Global Logistics Series C Investment Partners, LLC(6)	1,053,000		3,510,000							6/1/05	$	3,510,000
John R. Walter	300,000									7/13/05	$	30,000
Vipon Sandhir	150,000									8/3/05		(7)
Younes & Soraya Nazarian Revocable Trust	100,000									8/10/05		(8)
John R. Walter	100,000									1/1/06	$	25,000
John R. Walter						500,000				1/18/06	$	125,000
Steven E. Zuccarini	30,000									2/1/06	$	6,000
Orazio Buzza						450,000	(9)			3/15/06	$	112,500
Vipon Sandhir						450,000	(10)			4/15/06	$	112,500
Anthony R. Bobulinski				102,950						6/7/06	$	286,201
Younes & Soraya Nazarian Revocable Trust				1,461,798						6/7/06	$	4,063,799
Entities affiliated with New Enterprise Associates				4,694,245						6/7/06	$	13,050,000
Echo Global Logistics Series C Investment Partners, LLC	3,510,000									6/7/06		(11)
Samuel K. Skinner					100,000					12/31/06	$	288,000
Holden Ventures, LLC(12)					500,000					2/25/07	$	550,000
SelecTrans, LLC					150,000					3/21/07		(13)
Mountain Logistics, Inc.								550,000		5/17/07		(14)
Green Media, LLC(15)	100,000									8/15/07	$	405,000
Orazio Buzza								10,000	(16)	9/28/07	$	40,500
Bestway Solutions, LLC					50,000					10/15/07		(17)
Scott P. Pettit					50,000					1/15/08	$	220,000

(1): The managers and controlling shareholders of Polygal Row are Blue Media, LLC and Old Willow Partners, LLC. See footnotes (2) and (3) below for information on the ownership of Blue Media, LLC and Old Willow Partners, LLC.
(2): Blue Media, LLC is owned by Eric P. Lefkofsky (50%), one of our directors, and his wife, Elizabeth Kramer Lefkofsky (50%).
(3): Old Willow Partners, LLC is controlled by Richard A. Heise, Jr., one of our former directors.
(4): These units were issued to Orazio Buzza as partial consideration for his employment with us.
(5): Frog Ventures, LLC was previously owned by the following: (i) Keywell Children's Trust (20%) and (ii) Kimberly Keywell (80%), Brad Keywell's wife. Frog Ventures, LLC is currently owned by Bradley A. Keywell (50%), one of our directors, and his wife, Kimberly Keywell (50%).
(6): Echo Global Logistics Series C Investment Partners, LLC was formed in connection with our Series C financing and, at the time of the sale, was owned by the following individuals and entities: (i) Baradaran Revocable Trust (15.40%), (ii) David Nazarian (7.70%), (iii) Sam Nazarian (7.70%), (iv) Sharon Baradaran (7.70%), (v) Shulamit Nazarian Torbati (7.70%), (vi) Y&S Nazarian Revocable Trust (7.70%), (vii) Anthony R. Bobulinski (7.70%), one of our directors, (viii) Gregory N. Elinsky (7.70%), (ix) Richard A. Heise Sr. Living Trust (7.58%), (x) Blue Media, LLC (4.62%), an entity owned by Eric P. Lefkofsky, one of our directors, (50%) and his wife, Elizabeth Kramer Lefkofsky (50%), (xi) John R. Walter (3.85%), one of our directors, (xii) The Scion Group, LLC (2.85%), (xiii) Pleasant Lake, LLC (1.83%), (xiv) Bridget Graver (1.85%), (xv) Steve and Debra Zuccarini (1.42%), (xvi) The Scott P. George Trust dated June 3, 2003 (1.42%), (xvii) Nicholas R. Pontikes (1.42%), (xviii) Waverly Investors, LLC (1.42%), (xix) Jerrilyn M. Hoffmann Revocable Trust (1.42%), (xx) Coldwater Holdings, LLC (0.71%), which is controlled by Orazio Buzza, and (xxi) Brian & Mary Tuffin (0.28%). Polygal Row, LLC is the manager of Echo Global Logistics Series C Investment Partners, LLC.
(7): These units were issued to Vipon Sandhir as partial consideration for his employment with us.

(8): These units were granted to affiliates of the Nazarian family in connection with their investment of $2,000,000 in Echo Global Logistics Series C Investment Partners, LLC. In connection with the investment, affiliates of the Nazarian family were also given the right to appoint a member to our board of directors. This right was terminated in connection with subsequent investments.
(9): We have the right to repurchase up to 225,000 of these unvested common shares if Mr. Buzza ceases to be employed by us prior to December 31, 2008 for any reason other than a change of control.
(10): We have the right to repurchase up to 270,000 of these units if Mr. Sandhir ceases to be employed by us prior to August 1, 2008, and 90,000 of these units if Mr. Sandhir ceases to be employed by us prior to August 1, 2009, for any reason other than a change of control.
(11): Effective June 7, 2006, we redeemed 3,510,000 shares of Series C preferred units from Echo Global Logistics Series C Investment Partners ("Series C Partners"), and issued 3,510,000 of our common units to Series C Partners.
(12): Holden Ventures, LLC is owned by Bradley A. Keywell, one of our directors.
(13): These shares were issued to SelecTrans, LLC as partial consideration for our acquisition of SelecTrans, LLC, which was owned by Douglas R. Waggoner, our Chief Executive Officer, Allison L. Waggoner, Mr. Waggoner's wife, and Daryl P. Chol.
(14): These shares were issued to Mountain Logistics, Inc. as partial consideration for our acquisition of Mountain Logistics, Inc., which was owned by Walter Buster Schwab (50%), one of our employees and Ryan Renne (50%), one of our employees. We have the right to repurchase all of these unvested common shares if certain performance targets are not satisfied by May 31, 2010.
(15): Green Media, LLC is owned by Eric P. Lefkofsky (50%), one of our Directors, and his wife, Elizabeth Kramer Lefkofsky (50%).
(16): We have the right to repurchase these unvested common shares if Mr. Buzza ceases to be employed by us prior to December 31, 2008.
(17): These shares were issued to Bestway Solutions as partial consideration for our acquisition of Bestway Solutions. We are holding these shares in escrow until April 15, 2009 to secure certain indemnification obligations under the asset purchase agreement pursuant to which we acquired certain assets of Bestway Solutions.

Series D Investment

In June 2006, we issued 6,258,993 shares of Series D preferred stock, or approximately 18.2% of our current equity interests on a fully-diluted basis, to New Enterprise Associates 12, Limited Partnership, NEA Ventures 2006, Limited Partnership, the Younes & Soraya Nazarian Revocable Trust and Anthony R. Bobulinski in exchange for $17.4 million in cash, or $2.78 per share. We used the proceeds to fund working capital, capital expenditures, acquisitions of complementary businesses and salary and commission payments to our sales force. In connection with this investment, we converted from a Delaware limited liability company to a Delaware corporation, and the former members of the Echo Global Logistics, LLC received newly issued shares of our capital stock, cash or a combination of both.

Payments to Holders of Preferred Shares

Upon the completion of this offering, we will be required to make the following approximate payments:

•: a $24,000 dividend payment to the holders of our Series B preferred shares, and
•: a $2.3 million dividend payment to the holders of our Series D preferred shares.

We intend to use a portion of our net proceeds from this offering to satisfy these payment obligations.

Registration Rights

We granted piggyback registration rights to the holders of our Series B and D preferred shares and demand registration rights to the holders of our Series D preferred shares pursuant to the terms of an investor rights agreement that we entered into on June 7, 2006. These rights have been waived with respect to this offering. For a more detailed description of these registration rights, see "Description of Capital Stock—Registration Rights."

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding ownership of our common stock prior to and after this offering:

•: each person known to us to own beneficially more than 5% of our outstanding common stock;
•: each of our executive officers named in the summary compensation table;
•: each of our directors;
•: all of our executive officers and directors as a group; and
•: each selling stockholder.

The beneficial ownership of our common stock set forth in the table is determined in accordance with the rules of the Securities and Exchange Commission. As of April 30, 2008, we had 30,509,031 shares of capital stock outstanding and 34 holders of record of our capital stock. The table assumes the recapitalization of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock into shares of our common stock on approximately a one-for-one basis. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, options to purchase shares of common stock and unvested common shares held by that person that are currently exercisable or vested, or will become exercisable or vested within 60 days after the date of this prospectus are considered outstanding, while these options and shares are not considered outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power as to all shares beneficially owned.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Echo Global Logistics, Inc., 600 West Chicago, Suite 725 Illinois 60610.


	Shares of capital stock beneficially owned prior to this offering (1)					Number of shares of common stock to be sold in this offering	Shares of common stock beneficially owned after this offering
Name of beneficial owner
Name of beneficial owner	Shares	Options	Total	%			Shares	Options	Total	%
5% Stockholders (not including 5% stockholders who are directors and executive officers)
New Enterprise Associates 12, Limited Partnership c/o New Enterprise Associates 119 St. Paul Street Baltimore, MD 21202(3)	4,684,173	—	4,684,173	15.4	%
Richard A. Heise, Jr.(4)	4,458,621	—	4,458,621	14.6	%
InnerWorkings, Inc. 600 West Chicago Ave. Suite 850 Chicago, IL 60610	2,000,000	—	2,000,000	6.6	%
Directors and Executive Officers
Samuel K. Skinner	100,000	80,000	180,000	*
Douglas R. Waggoner	—	300,000	300,000	1.0	%
Orazio Buzza(5)	596,519	—	596,519	2.0	%
David B. Menzel	—	40,000	40,000	*
Vipon Sandhir(6)	303,840	—	303,840	1.0	%
David C. Rowe	—	30,000	30,000	*
John R. Walter	935,972	—	935,972	3.1	%
Louis B. Susman	35,972	100,000	135,972	*
John F. Sandner	—	—	—	*
Harry Weller(7)	4,694,245	—	4,694,245	15.4	%
Anthony R. Bobulinski(8)	998,166	—	998,166	3.3	%
Eric P. Lefkofsky(9)	5,753,621	—	5,753,621	18.9	%
Bradley A. Keywell(10)	3,727,988	66,666	3,794,654	12.4	%

Directors and Executive Officers as a group (12 persons)	17,146,323	616,666	17,762,989	56.8	%

*: Represents beneficial ownership of less than one percent of the outstanding capital stock.
(1): Shares of common stock unless otherwise indicated.
(2): Assumes the underwriters' exercise in full of their option to purchase additional shares from the selling stockholders.
(3): All 4,684,173 shares of capital stock are Series D preferred stock.
(4): Includes 4,458,621 shares of capital stock held by Old Willow Partners, LLC ("Old Willow"), an entity controlled by Richard A. Heise, Jr., one of our former directors. Of the 4,458,621 shares of capital stock, 41,667 shares are Series B preferred stock and 4,416,954 shares are common stock. On April 29, 2008, Polygal Row, LLC ("Polygal") distributed shares of common stock of Echo to certain members of Polygal on a pro rata basis based on their respective interests in Polygal and for no additional consideration (the "Polygal Distribution"). Old Willow, a managing member of Polygal, received 4,416,954 shares of common stock in connection with the Polygal Distribution.
(5): Includes 596,519 shares of capital stock held by Signature Assets, LLC ("Signature Assets"). Signature Assets is owned by Orazio Buzza, our Chief Operating Officer (50%), and his wife, Julie Buzza (50%). Mr. Buzza has voting and investment control with respect to the shares of common stock held by Signature Assets. Of the 596,519 shares of capital stock held by Signature Assets, 225,000 are shares of vested common stock.
(6): Of the 303,840 shares of capital stock held by Mr. Sandhir, 180,000 are shares of vested common stock.
(7): Includes 4,684,173 shares of Series D preferred stock held by New Enterprise Associates 12, Limited Partnership and 10,072 shares of Series D preferred stock held by NEA Ventures 2006, Limited Partnership. Harry Weller shares voting and investment control with respect to the shares held by New Enterprise Associates 12, Limited Partnership and NEA Ventures 2006, Limited Partnership. Mr. Weller disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(8): Includes 578,750 shares of common stock that Anthony R. Bobulinski, one of our directors and a non-managing member of Echo Global Logistics Series C Investment Partners, LLC, received in connection with the distribution described in footnote 8.
(9): Includes 4,903,621 shares of common stock held by Blue Media, LLC ("Blue Media"), an entity controlled by Eric P. Lefkofsky, one of our directors (50%), and his wife, Elizabeth Kramer Lefkofsky (50%), and 850,000 shares of common stock held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Ms. Lefkofsky (50%). On April 29, 2008, Echo Global Logistics Series C Investment Partners, LLC ("Series C Partners") distributed shares of common stock of Echo to certain members of Series C Partners on a pro rata basis based on their respective interests in Series C Partners and for no additional consideration (the "Series C Partners Distribution"). Blue Media, a non-managing member of Series C Partners, received 195,000 shares of common stock in connection with the Series C Partners Distribution. The 4,903,621 shares of capital stock held by Blue Media include (i) 41,667 shares of Series B preferred stock; (ii) 250,000 shares of common stock; (iii) 195,000 shares of common stock that Blue Media received in connection with the Series C Partners Distribution; and (iv) 4,416,954 shares of common stock that Blue Media, a managing member of Polygal, LLC, received in connection with the Polygal Distribution described in footnote 4. Mr. Lefkofsky shares voting and investment control with respect to the shares held by Blue Media, LLC and Green Media, LLC.
(10): Includes 3,727,988 shares held by Frog Ventures, LLC ("Frog Ventures"), an entity controlled by Bradley A. Keywell, one of our directors (50%), and his wife, Kimberly Keywell (50%). Of the 3,727,988 shares of capital stock held by Frog Ventures, 41,666 shares are Series B preferred stock and 3,686,322 shares are common stock. Also includes options to purchase 66,666 shares of our common stock held by Holden Ventures, LLC, an entity owned and controlled by Mr. Keywell, which vested on March 15, 2008.

The selling stockholders participating in the distribution of the shares sold in this offering may be deemed to be "underwriters" within the meaning of the Securities Act. Because the selling stockholders hold restricted securities, any public sales by them (that are not effected pursuant to Rule 144) will be subject to the prospectus delivery requirements of the Securities Act. We will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

DESCRIPTION OF CAPITAL STOCK

General

Upon the closing of this offering, the total amount of our authorized capital stock consists of shares of common stock, $0.0001 par value, and shares of preferred stock, $0.0001 par value. We intend to adopt, and intend to submit for approval by our stockholders, a recapitalization agreement, an amendment to our amended and restated certificate of incorporation, a second amended and restated certificate of incorporation and amended and restated by-laws. The discussion herein describes the recapitalization and also describes our capital stock, second amended and restated certificate of incorporation and amended and restated by-laws as anticipated to be in effect upon the closing of this offering. The following summary of certain provisions of our capital stock describes certain material provisions of, but does not purport to be complete and is subject to and qualified in its entirety by, our second amended and restated certificate of incorporation and amended and restated by-laws, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable law.

Recapitalization

Prior to the closing of this offering, each outstanding share of our common stock, Series B preferred stock and Series D preferred stock will be recapitalized into approximately one newly issued share of our common stock. In addition, prior to the closing of this offering, each outstanding option will be converted into an option to receive one share of common stock upon the applicable exercise date.

Common Stock

Following the recapitalization, and prior to the closing of this offering, there will be shares of common stock outstanding held by holders of record. Holders of common stock are entitled to one vote for each share held on all matters subject to a vote of stockholders, subject to the rights of holders of any outstanding preferred stock. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election, subject to the rights of holders of any outstanding preferred stock. Holders of common stock will be entitled to receive ratably any dividends that the Board of Directors may declare out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably our net assets available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our capital stock are fully paid and nonassessable, and the shares of common stock to be issued upon the closing of this offering will be fully paid and nonassessable.

Preferred Stock

Following the recapitalization, and prior to the closing of this offering, we will be authorized to issue shares of preferred stock, which may be issued from time to time in one or more series upon authorization by the Board of Directors. The Board of Directors, without further approval of the stockholders, will be authorized to fix the number of shares constituting any series, as well as the dividend rights and terms, conversion rights and terms, voting rights and terms, redemption rights and terms, liquidation preferences and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could also adversely affect the voting power

and dividend and liquidation rights of the holders of common stock. The issuance of preferred stock could also, under certain circumstances, have the effect of making it more difficult for a third-party to acquire, or discouraging a third-party from acquiring, a majority of our outstanding voting stock or otherwise adversely affect the market price of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the Board of Directors determines the specific rights of that series of preferred stock.

Registration Rights

Upon the completion of this offering, the holders of our Series B and D preferred shares, who will own 6,383,933 shares of our common stock, will have the right to require us to register the resale of their shares under the Securities Act pursuant to the terms of an investor rights agreement between us and these holders. Subject to limitations specified in the agreement, these registration rights include the following:

Demand Registration Rights. If a majority of the holders of our Series D preferred shares request that we register at least $10 million aggregate offering price of their shares, we are also required to register, upon request, the shares held by the holders of our Series B and Series D preferred shares, subject to limitations that the underwriters may impose on the number of shares included in the registration. We can only be required to file a total of two registration statements upon the stockholders' exercise of these demand registration rights. We will not be required to effect a demand registration during the period starting with the date of filing, and ending 180 days following the effective date of, this registration statement.

Piggyback Registration Rights. If we propose to file a registration statement under the Securities Act to register our shares of common stock, the holders of our Series B and D preferred shares are entitled to notice of such registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration. These rights have been waived with respect to this offering. The holders of our Series B and D preferred shares also have the right to include their shares in our future registrations, including secondary offerings of our common stock.

Form S-3 Registration Rights. If we become eligible to file registration statements on Form S-3, the holders of our Series B and D preferred shares can require us to register their shares on Form S-3 if the aggregate offering price to the public is at least $1.0 million. We will not be required to effect more than two registrations on Form S-3 in any given 12-month period, and are not required to effect a registration on a Form S-3 if within thirty (30) days of receipt of a written request we give notice of our intention to make a public offering within ninety (90) days, subject to certain exceptions.

Expenses of Registration. With specified exceptions, we are required to pay all expenses of registration, including the fees and expenses of one legal counsel to the holders, up to a prescribed maximum amount, but excluding underwriters' discounts and commissions.

Right of First Refusal. Each party to the investor rights agreement has a right of first refusal to purchase its pro rata share of certain of our equity securities. These rights do not apply to this offering and terminate immediately upon the effective date of the registration statement of which this prospectus is a part.

The registration rights described above will terminate, with respect to any particular stockholder, upon the earlier of (i) an acquisition of us under certain circumstances or (ii) five years after the completion of this offering. Each party to the investor rights agreement has agreed not to sell or otherwise dispose of any shares of our common stock for a period of 180 days following the effective date of this offering.

Elimination of Liability in Certain Circumstances

Our certificate of incorporation will eliminate the liability of our directors to us or our stockholders for monetary damages resulting from breaches of their fiduciary duties as directors. Directors will remain liable for breaches of their duty of loyalty to us or our stockholders, as well as for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, and transactions from which a director derives improper personal benefit. Our certificate of incorporation will not absolve directors of liability for payment of dividends or stock purchases or redemptions by us in violation of Section 174 (or any successor provision of the Delaware General Corporation Law).

The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. We do not believe that this provision eliminates the liability of our directors to us or our stockholders for monetary damages under the federal securities laws. The certificate of incorporation and by-laws will also provide indemnification for the benefit of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law as it may be amended from time to time, including most circumstances under which indemnification otherwise would be discretionary.

Number of Directors; Removal; Vacancies

Our by-laws will provide that we have nine directors, provided that this number may be changed by the board of directors. Vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors then in office. Our by-laws will provide that, subject to the rights of holders of any future series of preferred stock, directors may be removed, with or without cause, at meetings of stockholders by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote generally in the election of directors.

Special Meetings of Stockholders; Limitations on Stockholder Action by Written Consent

Our certificate of incorporation will provide that special meetings of our stockholders may be called only by our chairman of the board, our chief executive officer, our board of directors or holders of not less than a majority of our issued and outstanding voting stock. Any action required or permitted to be taken by our stockholders must be effected at an annual or special meeting of stockholders and may not be effected by written consent unless the action to be effected and the taking of such action by written consent have been approved in advance by our board of directors.

Amendments; Vote Requirements

Certain provisions of our certificate of incorporation and by-laws will provide that the affirmative vote of a majority of the shares entitled to vote on any matter is required for stockholders to amend our certificate of incorporation or by-laws, including those provisions relating to action by written consent and the ability of stockholders to call special meetings.

Authorized but Unissued Shares

The authorized but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Advance Notice Requirements for Stockholder Proposals and Nomination of Directors

Our by-laws will provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder's notice must be delivered to or mailed and received at our principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. However, in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, such notice will be timely only if received not later than the close of business on the tenth day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. Our by-laws will also specify requirements as to the form and content of a stockholder's notice.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is .

Listing

Our common stock will be listed on the Nasdaq Global Market under the symbol "ECHO."

SHARES ELIGIBLE FOR FUTURE SALE

Following this offering, we will have shares of common stock outstanding. All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased by our affiliates, as that term is defined in Rule 144, may generally only be sold in compliance with the limitations of Rule 144 described below.

The remaining shares of common stock outstanding following this offering will be "restricted securities" as the term is defined under Rule 144. We issued and sold these restricted securities in private transactions in reliance on exemptions from registration under the Securities Act. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption under Rule 144 or Rule 701 under the Securities Act, as summarized below.

We have agreed with the underwriters that we will not, without the prior written consent of Lehman Brothers and Citi, issue any additional shares of common stock or securities convertible into, exercisable for or exchangeable for shares of common stock for a period of 180 days (subject to extensions) after the date of this prospectus, except that we may grant options to purchase shares of common stock under our Stock Incentive Plan and issue shares of common stock upon the exercise of outstanding options and warrants.

Our officers and directors and our other stockholders, who will hold an aggregate of shares of common stock upon completion of this offering, have agreed that they will not, without the prior written consent of Lehman Brothers and Citi, offer, sell, pledge or otherwise dispose of any shares of our common stock or any securities convertible into or exercisable or exchangeable for, or any rights to acquire or purchase, any of our common stock, or publicly announce an intention to effect any of these transactions, for a period of 180 days (subject to extensions) after the date of this prospectus without the prior written consent of Lehman Brothers and Citi, except that nothing will prevent any of them from exercising outstanding options and warrants. These lock-up agreements are subject to such stockholders' rights to transfer their shares of common stock as a bona fide gift or to a trust for the benefit of an immediate family member or to a wholly-owned subsidiary, provided that such donee or transferee agrees in writing to be bound by the terms of the lock-up agreement and such transfer would not require any filing with the SEC under Section 13 or 16 of the Securities Exchange Act of 1934.

Taking into account the lock-up agreements, and assuming Lehman Brothers and Citi do not release stockholders from these agreements, the following shares will be eligible for sale in the public market at the following times:

•: on the date of this prospectus, the shares sold in this offering will be immediately available for sale in the public market; and
•: 180 days after the date of this prospectus, shares will be eligible for sale, subject (in the case of shares held by our affiliates) to volume, manner of sale and other limitations under Rule 144.

Shares issuable upon exercise of options we granted prior to the date of this prospectus will also be available for sale in the public market pursuant to Rule 701 under the Securities Act, subject to certain Rule 144 limitations and, in the case of some holders, to the lock-up agreements. Rule 701 permits resales of these shares beginning 90 days after the date of this prospectus by persons other than affiliates.

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In general, under Rule 144, a stockholder who is an affiliate and owns restricted shares that have been outstanding for at least six months is entitled to sell, within any three-month period, a number of these restricted shares that does not exceed the greater of:

•: one percent of the then outstanding shares of common stock, or approximately shares immediately after this offering; or
•: the average weekly trading volume in the common stock on the Nasdaq Global Market during the four calendar weeks preceding the sale.

Prior to this offering, there has been no public market for our common stock.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion summarizes certain material U.S. federal income tax considerations relating to the ownership and disposition of common stock by a Non-U.S. Holder (as defined below). This discussion constitutes the opinion of Winston & Strawn LLP, counsel to Echo Global Logistics, Inc. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury Regulations, administrative rulings, and judicial decisions as in effect. All such authorities may be repealed, revoked, or modified, possibly with retroactive effect, so as to result in different U.S. federal income tax consequences than those discussed herein. There can be no assurance that the Internal Revenue Service (the "IRS") will not take a contrary position to the discussion of the U.S. federal income tax consequences discussed herein or such position will not be sustained by a court. No ruling from the IRS or opinion of counsel has been obtained with respect to the U.S. federal income tax consequences of owning or disposing of the common stock.

The following discussion deals only with Non-U.S. Holders holding shares of our common stock as capital assets as of the date of this prospectus. The following discussion also does not address considerations that may be relevant to certain Non-U.S. Holders that are subject to special rules, such as the following:

•: controlled foreign corporations;
•: passive foreign investment companies;
•: corporations that accumulate earnings to avoid U.S. federal income tax, brokers or dealers in securities or currencies;
•: holders of securities held as part of a hedge or a position in a "straddle," conversion transaction, risk reduction transaction, or constructive sale transaction; or
•: certain former citizens or long-term residents of the United States that are subject to special treatment under the Code.

The following discussion also does not address entities that are taxed as partnerships or similar pass-through entities. If a partnership or other pass-through entity holds common stock, the tax treatment of the partnership (or other pass-through entity) and its partners (or owners) will depend on the status of the partner and the activities of the partnership. Partnerships (and other pass-through entities) and their partners (and owners) should consult with their own tax advisors to determine the tax consequences of owning or disposing of common stock.

The following discussion does not address any non-income tax consequences of owning or disposing of common stock or any income tax consequences under state, local, or foreign law. Potential purchasers are urged to consult their own tax advisors to discuss the tax consequences of owning or disposing of common stock based on their particular situation, including non-income tax consequences and tax consequences under state, local, and foreign law.

Non-U.S. Holder

As used in this discussion, a "Non-U.S. Holder" means a beneficial owner of our common stock that is not any of the following for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;
•: a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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•: an estate whose income is subject to U.S. federal income taxation regardless of its source;
•: a trust (i) if it is subject to the supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or
•: an entity that is disregarded as separate from its owner if all of its interests are owned by a single person described above.

Dividends

If we make distributions on our common stock, such distributions paid to a Non-U.S. Holder will generally constitute dividends for U.S. federal income tax purposes to the extent such distributions are paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the Non-U.S. Holder's investment to the extent of the Non-U.S. Holder's adjusted tax basis in our common stock. Any remaining excess will be treated as capital gain. See "—Gain on Disposition of Common Stock" for additional information.

Dividends paid to a Non-U.S. Holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. Holder of common stock who wishes to claim the benefit of an applicable treaty rate for dividends will be required to (a) complete IRS Form W-8BEN (or appropriate substitute form) and certify, under penalty of perjury, that such holder is (or, in the case of a Non-U.S. Holder that is an estate or trust, such forms certifying the status of each beneficiary of the estate or trust as) not a U.S. person and is eligible for the benefits with respect to dividends allowed by such treaty or (b) hold common stock through certain foreign intermediaries and satisfy the certification requirements for treaty benefits of applicable Treasury regulations. Special certification requirements apply to certain Non-U.S. Holders that are "pass-through" entities for U.S. federal income tax purposes. A Non-U.S. Holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

This United States withholding tax generally will not apply to dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States, and, if a treaty applies, attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder. Dividends effectively connected with the conduct of a trade or business, as well as those attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder under an applicable treaty, are subject to U.S. federal income tax generally in the same manner as if the Non-U.S. Holder were a U.S. person, as defined under the Code. Certain IRS certification and disclosure requirements must be complied with in order for effectively connected dividends to be exempt from withholding. Any such effectively connected dividends received by a Non-U.S. Holder that is a foreign corporation may, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax (or any withholding thereof) with respect to gain recognized on a sale or other disposition of common stock unless:

•: the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States and, where a tax treaty applies, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder;

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•: the Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of disposition and meets certain other requirements; or
•: we are or have been a "U.S. real property holding corporation" within the meaning of Section 897(c)(2) of the Code, also referred to as a USRPHC, for U.S. federal income tax purposes at any time within the five-year period preceding the disposition (or, if shorter, the Non-U.S. Holder's holding period for the common stock).

Gain recognized on the sale or other disposition of common stock and effectively connected with a United States trade or business, or attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder under an applicable treaty, is subject to U.S. federal income tax on a net income basis generally in the same manner as if the Non-U.S. Holder were a U.S. person, as defined under the Code. Any such effectively connected gain from the sale or disposition of common stock received by a Non-U.S. Holder that is a foreign corporation may, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

An individual Non-U.S. Holder who is present in the United States for 183 or more days during the taxable year of disposition generally will be subject to a 30% tax imposed on the gain derived from the sale or disposition of our common stock, which may be offset by U.S. source capital loses realized in the same taxable year.

In general, a corporation is a USRPHC if the fair market value of its "U.S. real property interests" equals or exceeds 50% of the sum of the fair market value of its worldwide (domestic and foreign) real property interest and its other assets used or held for use in a trade or business. For this purpose, real property interests include land, improvements and associated personal property.

We believe that we currently are not a USRPHC. In addition, based on these financial statements and current expectations regarding the value and nature of our assets and other relevant data, we do not anticipate becoming a USRPHC.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

The United States imposes a backup withholding tax on dividends and certain other types of payments to United States persons (currently at a rate of 28%) of the gross amount. Dividends paid to a Non-U.S. Holder will not be subject to backup withholding if proper certification of foreign status (usually on an IRS Form W-8BEN) is provided, and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person, or the holder is a corporation or one of several types of entities and organizations that qualify for exemption, also referred to as an exempt recipient.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

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UNDERWRITING

Lehman Brothers Inc. and Citigroup Global Markets Inc. are the representatives of the underwriters and joint book-running managers. The company, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table.

Underwriters			Number of Shares
Lehman Brothers Inc.
Citigroup Global Markets Inc.
William Blair & Company, L.L.C.
Thomas Weisel Partners LLC
Barrington Research Associates, Inc.
Craig-Hallum Capital Group, Inc.

	Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until the option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional shares from the selling stockholders. They may exercise that option, in whole or in part, from time to time and at anytime, for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the company and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

Paid by the Company
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$
Paid by the Selling Stockholders
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The company and its officers, directors, and holders of substantially all of the company's common stock, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the

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representatives. This agreement does not apply to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the company issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 180-day restricted period, the company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company's historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to quote the common stock on the Nasdaq Global Market under the symbol "ECHO".

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares from the selling stockholders in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company's stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the NASDAQ Global Market, in the over-the-counter market or otherwise.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares offered hereby to be sold to certain directors, officers, employees and persons having relationships with us. The number of shares of common stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares

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that are not purchased will be offered by the underwriters to the general public on the same terms as the other shares offered in this prospectus.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The company and the selling stockholders estimate that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ .

The company and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the underwriters may be required to make for these liabilities.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the company, for which they received or will receive customary fees and expenses. Louis B. Susman, who is the Vice Chairman of Citigroup Corporate and Investment Banking, is also a member of Echo's Board of Directors. Citigroup Corporate and Investment Banking is an affiliate of Citigroup Global Markets Inc. In addition, William Blair & Company, L.L.C. is an enterprise customer of Echo.

A prospectus in electronic format may be made available on Internet websites maintained by one or more of the representatives of the underwriters of this offering and may be made available on websites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter's website and any information contained in any other website maintained by any underwriter is not part of this prospectus.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the

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expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a): it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b): it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

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Japan

The securities have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country in which the purchase is made in addition to the offering price listed on the cover page of this prospectus.

VALIDITY OF COMMON STOCK

The validity of the common stock offered hereby will be passed upon for us by Winston & Strawn LLP, Chicago, Illinois and for the underwriters by Sullivan & Cromwell LLP, New York, New York.

EXPERTS

The consolidated financial statements of Echo Global Logistics, Inc. and its subsidiaries at December 31, 2006 and December 31, 2007, and for each of the three years in the period ended December 31, 2007, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The financial statements of Mountain Logistics Inc. at December 31, 2006 and for the year ended December 31, 2006 and at April 30, 2007 and for the four month period ended April 30, 2007, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and any amendments with respect to the common stock we are offering hereby. This prospectus is a part of the registration statement and includes all of the information which we believe is material to you in considering whether to make an investment in our common stock. We refer you to the registration statement for additional information about us, our common stock and this offering, including the full texts of the exhibits, some of which have been summarized in this prospectus. With respect to each such contract or other document filed as a part of the registration statement, reference is made to the exhibit for a more complete description of the matters involved, and each such statement shall be deemed qualified in its entirety by such reference. The registration statement is available for inspection and copying at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that makes available the registration statement. The address of the SEC's Internet site is http://www.sec.gov. As a result of this offering, we will be required to file reports and other information with the Securities and Exchange Commission pursuant to the informational requirements of the Securities Exchange Act of 1934.

109

Echo Global Logistics, Inc. and Subsidiaries
Consolidated Financial Statements
As of December 31, 2007 and 2006 and for the Years Ended December 31, 2007, 2006 and 2005


Table of Contents
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Income		F-4
Consolidated Statements of Stockholders'/Members' Deficit		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7
Echo Global Logistics, Inc. and Subsidiaries Unaudited Condensed Consolidated Financial Statements Three Months Ended March 31, 2008 and 2007
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets		F-28
Condensed Consolidated Statements of Income		F-29
Condensed Consolidated Statements of Cash Flows		F-30
Notes to (Unaudited) Condensed Consolidated Financial Statements		F-31
Mountain Logistics, Inc. Financial Statements Year Ended December 31, 2006 and Four Months Ended April 30, 2007
Financial Statements
Report of Independent Auditors		F-39
Balance Sheets		F-40
Statements of Income		F-41
Statements of Stockholders' Deficit		F-42
Statements of Cash Flows		F-43
Notes to Financial Statements		F-44
Echo Global Logistics, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Statements Year Ended December 31, 2007
Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Statement of Income		F-50
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income		F-52

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Echo Global Logistics, Inc.

We have audited the accompanying consolidated balance sheets of Echo Global Logistics, Inc. and Subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Echo Global Logistics, Inc. and Subsidiaries at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As disclosed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for stock-based compensation in accordance with the guidelines provided in Statement of Financial Accounting Standards No. 123(R), Share Based Payments , effective January 1, 2006.

As disclosed in Note 11 to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes , an interpretation of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes .

Chicago, Illinois
April 28, 2008

F-2

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

		2006			2007
Assets
Current assets:
	Cash and cash equivalents	$	8,852,968		$	1,568,559
	Accounts receivable, net of allowance for doubtful accounts of $100,875 in 2006 and $430,150 in 2007		4,334,885			13,849,583
	Prepaid expenses		304,464			1,280,387

Total current assets			13,492,317			16,698,529
Property and equipment, net			1,351,341			4,646,737
Intangibles and other assets:
	Goodwill		—			1,854,926
	Intangible assets, net of accumulated amortization of $477,183 in 2007		—			2,918,817
Deferred income taxes			2,198,705			1,227,705
Other assets			5,826			217,182

Total assets		$	17,048,189		$	27,563,896

Liabilities and stockholders' deficit
Current liabilities:
	Accounts payable-trade	$	4,755,164		$	9,164,565
	Accrued expenses		461,030			2,403,233
	Advances from related parties		64,320			13,324
	Current maturities of capital lease obligations		—			77,139
	Amounts due to restricted stockholders		308,334			262,167
	Deferred income taxes		12,918			178,080

Total current liabilities			5,601,766			12,098,508
	Capital lease obligations, net of current maturities		—			223,822
	Commitments and contingencies		—			—

Total liabilities			5,601,766			12,322,330

Series D, convertible preferred shares, $.0001 par value, 6,258,993 shares authorized, 6,258,993 shares issued and outstanding at December 31, 2006 and 2007; liquidation preference of $26,100,000			17,648,106			18,694,966
Stockholders' deficit
Series B, convertible preferred shares, $.0001 par value, 125,000 shares authorized, 125,000 shares issued and outstanding at December 31, 2006 and 2007; liquidation preference of $125,000			12,375			19,896
Series A common, par value $0.0001 per share, 35,000,000 shares authorized, 23,845,038 shares issued and outstanding at December 31, 2007; 35,000,000 shares authorized, 22,628,371 shares issued and outstanding at December 31, 2006			2,263			2,385
Stockholder receivable			(290,405	)		(2,405	)
Additional paid-in capital			(5,136,162	)		(3,357,677	)
Accumulated deficit			(789,754	)		(115,599	)

Total stockholders' deficit			(6,201,683	)		(3,453,400	)

Total liabilities and stockholders' deficit		$	17,048,189		$	27,563,896

See notes to consolidated financial statements.

F-3

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Statements of Income

		Years Ended December 31,
		2005			2006			2007
Revenue:
	Transportation	$	7,227,970		$	32,416,650		$	93,931,931
	Fee for services		93,666			777,769			1,529,054

Total revenue			7,321,636			33,194,419			95,460,985
Transportation costs			6,151,968			27,703,628			74,575,938

Gross profit			1,169,668			5,490,791			20,885,047
Operating expenses:
	Selling, general, and administrative expenses		1,627,653			5,252,438			16,327,799
	Depreciation and amortization		66,774			691,385			1,845,134

Income (loss) from operations			(524,759	)		(453,032	)		2,712,114

Other income (expense):
	Interest income		12,870			218,241			208,055
	Interest expense		(767	)		—			(11,936	)
	Other, net		—			(17,177	)		(5,424	)

Total other income (expense)			12,103			201,064			190,695

Income (loss) before income taxes and discontinued operations			(512,656	)		(251,968	)		2,902,809
Income tax benefit (expense)			—			220,170			(1,174,273	)

Income (loss) from continuing operations			(512,656	)		(31,798	)		1,728,536
Loss from discontinued operations			—			(214,444	)		—

Net income (loss)			(512,656	)		(246,242	)		1,728,536
Dividends on preferred shares			(4,863	)		(602,437	)		(1,054,381	)

Net income (loss) applicable to common stockholders		$	(517,519	)	$	(848,679	)	$	674,155

Basic income (loss) from continuing operations per share		$	(0.02	)	$	(0.03	)	$	0.03
Basic net income (loss) per share		$	(0.02	)	$	(0.04	)	$	0.03
Diluted income (loss) from continuing operations per share		$	(0.02	)	$	(0.03	)	$	0.03
Diluted net income (loss) per share		$	(0.02	)	$	(0.04	)	$	0.03
Pro forma basic earnings (loss) per share (Note 13)		$	(0.01	)	$	(0.04	)	$	0.06
Pro forma diluted earnings (loss) per share (Note 13)		$	(0.01	)	$	(0.04	)	$	0.06

See notes to consolidated financial statements.

F-4

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Statements of Stockholders'/Members' Deficit

Years Ended December 31, 2005, 2006 and 2007

		Common A					Series B Preferred
		Common A					Series B Preferred				Stockholders' Receivable			Additional Paid-In Capital			Accumulated Deficit
		Shares		Amount			Shares	Amount			Stockholders' Receivable			Additional Paid-In Capital			Accumulated Deficit			Total
Balance at January 1, 2005		—		$	—		—	$	—		$	—		$	—		$	—		$	—
	Proceeds from issuance of shares, net of issuance costs	22,103,000			167,935		125,000		125,000			(152,405	)		—			—		$	140,530
	Preferred Series C dividends	—			—		—		—			—			—			(148,872	)	$	(148,872	)
	Preferred Series B dividends	—			—		—		4,863			—			—			(4,863	)	$	—
	Net loss	—			—		—		—			—			—			(512,656	)	$	(512,656	)

Balance at December 31, 2005		22,103,000			167,935		125,000		129,863			(152,405	)		—			(666,391	)		(520,998	)
	Repayment of receivable	—			—		—		—			150,000			—			—			150,000
	Proceeds from issuance of shares	130,000			31,000		—		—			—			—			—			31,000
	Vesting of restricted shares	166,666			17		—		—			—			41,650			—			41,667
	Issuance of common shares in exchange for Series C preferred	3,510,000			351		—		—			—			3,478,192			—			3,478,543
	Payments for redemption of shares	(3,381,295	)		(3,822	)	—		—			—			(9,396,178	)		—			(9,400,000	)
	Conversion from LLC to C corp and related impact on par value	—			(193,228	)	—		(124,988	)		—			(1,583,942	)		1,902,158			—
	Common A distributions	—			—		—		—			—			—			(1,030,625	)		(1,030,625	)
	Exercise of stock options	100,000			10		—		—			(288,000	)		287,990			—			—
	Preferred Series C dividends	—			—		—		—			—			—			(146,217	)		(146,217	)
	Preferred Series B dividends	—			—		—		7,500			—			—			(7,500	)		—
	Preferred Series D dividends	—			—		—		—			—			—			(594,937	)		(594,937	)
	Impact of tax basis intangible resulting from share repurchase	—			—		—		—			—			1,964,642			—			1,964,642
	Share compensation expense	—			—		—		—			—			71,484			—			71,484
	Net loss	—			—		—		—			—			—			(246,242	)		(246,242	)

Balance at December 31, 2006		22,628,371			2,263		125,000		12,375			(290,405	)		(5,136,162	)		(789,754	)		(6,201,683	)
	Repayment of receivable	—			—		—		—			288,000			—			—			288,000
	Proceeds from issuance of shares	600,000			60		—		—			—			954,940			—			955,000
	Vesting of restricted shares	346,667			35		—		—			—			86,632			—			86,667
	Issuance of shares in connection with SelecTrans transaction	150,000			15		—		—			—			161,985			—			162,000
	Issuance of shares in connection with Bestway acquisition	50,000			5		—		—			—			214,495			—			214,500
	Exercise of stock options	70,000			7		—		—			—			693			—			700
	Tax benefit from exercise of stock options	—			—		—		—			—			36,696			—			36,696
	Preferred Series B dividends	—			—		—		7,521			—			—			(7,521	)		—
	Preferred Series D dividends	—			—		—		—			—			—			(1,046,860	)		(1,046,860	)
	Share compensation expense	—			—		—		—			—			323,044			—			323,044
	Net income	—			—		—		—			—			—			1,728,536			1,728,536

Balance at December 31, 2007		23,845,038		$	2,385		125,000	$	19,896		$	(2,405	)	$	(3,357,677	)	$	(115,599	)	$	(3,453,400	)

See notes to consolidated financial statements.

F-5

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

			Year Ended December 31
			2005			2006			2007
Operating activities
Net income (loss)			$	(512,656	)	$	(246,242	)	$	1,728,536
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Deferred income taxes			—			(221,145	)		1,172,858
	Noncash stock compensation expense			—			71,484			323,044
	Depreciation and amortization			66,774			691,385			1,845,134
	Change in assets, net of acquisitions:
		Accounts receivable		(3,368,869	)		(966,016	)		(6,415,338	)
		Prepaid expenses and other assets		(136,986	)		(173,303	)		(1,162,636	)
	Change in liabilities, net of acquisitions:
		Accounts payable		2,238,187			2,594,727			1,437,789
		Accrued expenses and other		58,514			327,212			1,473,512

Net cash provided by (used in) operating activities				(1,655,036	)		2,078,102			402,899
Investing activities
Purchases of property and equipment				(603,757	)		(1,505,743	)		(3,992,993	)
Purchase of Mountain Logistics, net of cash acquired				—			—			(3,971,257	)
Purchase of Bestway				—			—			(867,562	)

Net cash used in investing activities				(603,757	)		(1,505,743	)		(8,831,812	)
Financing activities
Repayment of member receivable				—			150,000			—
Principal payments on capital lease obligations				—			—			(113,081	)
Tax benefit of stock options exercised				—			—			36,696
Advances (repayment) to related parties				124,534			(60,214	)		(63,311	)
Payments of distributions				—			(1,030,625	)		—
Payment of dividends on preferred shares				(64,768	)		(232,767	)		—
Issuance of shares, net of issuance costs				3,619,073			17,434,169			1,284,200
Payments for share repurchase				—			(9,400,000	)		—

Net cash provided by financing activities				3,678,839			6,860,563			1,144,504

Increase (decrease) in cash and cash equivalents				1,420,046			7,432,922			(7,284,409	)
Cash and cash equivalents, beginning of year				—			1,420,046			8,852,968

Cash and cash equivalents, end of year			$	1,420,046		$	8,852,968		$	1,568,559

Supplemental disclosure of cash flow information
Cash paid during the year for interest			$	767		$	—		$	11,936
Cash paid for income taxes				—			—			9,500
Non-cash investing activity
Issuance of restricted stock in connection with Bestway acquisition				—			—			214,500
Issuance of common stock in connection with SelecTrans transaction				—			—			162,000
Purchase of furniture and equipment with capital lease				—			—			414,041

See notes to consolidated financial statements.

F-6

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended December 31, 2005, 2006 and 2007

1. Description of the Business

Echo Global Logistics, Inc. (the Company) is a leading provider of technology enabled business process outsourcing solutions serving the transportation and logistics needs of its clients. The Company provides services across all major transportation modes, including truckload (TL), less than truck load (LTL), small parcel, inter-modal, domestic air and international. The Company's core logistics services include pre-engagement freight analysis, rate expedited services negotiation, shipment execution and tracking, carrier management, routing compliance, freight bill audit and payment and performance management and reporting functions, including executive dashboard presentations.

The Company was formed on January 3, 2005 and commenced operations in March 2005. The Company was originally established as a Limited Liability Company. Effective June 7, 2006, the Company converted its legal form to a C corporation organized and existing under the General Corporation Law of the State of Delaware.

On June 7, 2006, the Company completed its conversion to a corporate structure whereby Echo Global Logistics LLC converted to Echo Global Logistics, Inc. As a result, each Series A common unit of the LLC converted to a fully paid share of Series A Common Stock, with a par value of $0.0001 per share. In addition, each Series B and C preferred unit of the LLC converted to fully paid shares of Series B Preferred Stock and Series A Common Stock, respectively, both with a par value of $0.0001 per share. In connection with the conversion, the undistributed losses as of the conversion date were classified to additional paid in capital.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Echo Global Logistics, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. The consolidated statement of income includes the results of entities or assets acquired from the effective date of the acquisition for accounting purposes.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.

Fair Value of Financial Instruments

As of December 31, 2006 and 2007, the carrying value of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, and accounts payable, approximate their fair values due to their short term nature.

F-7

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Revenue is recognized when the client's product is delivered by a third-party carrier or when services have been rendered. At the time of delivery or rendering of services, as applicable, the Company's obligation to fulfill a transaction is complete and collection of revenue is reasonably assured.

In accordance with EITF Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent , the Company typically recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by, among other things: (1) acting as a principal in the transaction; (2) establishing prices; (3) managing all aspects of the shipping process; and (4) taking the risk of loss for collection, delivery and returns. Certain transactions to provide specific services are recorded at the net amount charged to the client because many of the factors required to record the revenue on a gross basis as the principal are not present.

Segment Reporting

The Company has adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 131, Disclosure About Segments of an Enterprise and Related Information , which establishes accounting standards for segment reporting.

The Company's chief operating decision maker assesses performance and makes resource allocation decisions of the business as a single operating segment, transportation and logistics services. Therefore, the Company has only one reportable segment in accordance with SFAS No. 131. The Company has provided all enterprise-wide disclosures according to SFAS No. 131.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices past due 90 days are considered delinquent. The Company generally does not charge interest on past due amounts.

The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management's best estimate of amounts that will not be collected. The allowance is based on historical loss experience and any specific risks identified in client collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible.

F-8

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows:

Computer equipment and software		3 years
Office equipment		5 years
Furniture and fixtures		7 years

Internal Use Software

The Company has adopted the provisions of AICPA Statement of Position (SOP) 98-1, Accounting for the Costs of Software Developed or Obtained for Internal Use . Accordingly, certain costs incurred in the planning and evaluation stage of internal use computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal use software costs are amortized over the expected economic life of three years using the straight-line method. The total amortization expense for the years ended December 31, 2005, 2006, and 2007 was $47,883, $633,423, and $1,060,027, respectively. At December 31, 2006, and 2007, the net book value of internal use software costs was $1,176,109 and $3,047,265, respectively.

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets , goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. The Company evaluates the recoverability of goodwill using a two-step impairment test. For goodwill impairment test purposes, the Company has one reporting unit. In the first step, the fair value for the Company is compared to its book value including goodwill. In the case that the fair value is less than the book value, a second step is performed which compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair values of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment. Absent any special circumstances, the Company has elected to test for goodwill impairment during the fourth quarter of each year.

SFAS No. 142 also requires that intangible assets with finite lives be amortized over their respective estimated useful lives and reviewed for impairment whenever impairment indicators exist in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The Company's intangible assets consist of customer relationships, non-compete agreements and trade names, which are being amortized on the straight-line basis over their estimated weighted-average useful lives of five years, ten months and three years, respectively.

F-9

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

Through June 6, 2006, the Company was treated as a partnership for federal income tax purposes. Federal taxes were not payable by or provided for the Company. Members were taxed individually on their share of the Company's earnings.

As discussed in Note 1, on June 7, 2006, the Company converted from a limited liability company to a "C" corporation. As a result of this conversion, the Company now accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made.

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes . FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, Accounting for Income Taxes . FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 as of January 1, 2007.

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees , and complied with the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123 . To determine the fair value of options granted prior to January 1, 2006, the Company used the minimum value method. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payments , using the prospective transition method and Black-Scholes-Merton as the option valuation model. Under the prospective transition method, the Company continues to account for nonvested equity awards outstanding at the date of adopting SFAS No. 123(R) in the same manner as they had been accounted for prior to adoption. As a result, under APB No. 25, compensation expense is based on the difference, if any, on the grant date between the estimated fair value of the Company's stock and the exercise price of options to purchase that stock. The compensation expense is then amortized on a straight-line basis over the vesting period of the stock options. As all non-vested equity awards issued prior to the adoption of SFAS No. 123(R) were issued at fair value on the grant date, no compensation expense will be recognized for non-vested equity awards after the adoption of SFAS No. 123(R).

3. New Accounting Pronouncements

F-10

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

3. New Accounting Pronouncements (Continued)

and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS No. 160 is effective as of the beginning of an entity's first fiscal year that begins after December 15, 2008. The Company will be required to adopt SFAS No. 160 on January 1, 2009, and does not expect the standard to have a material effect on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations . which replaces SFAS No. 141, Business Combinations , and establishes principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in a business combination or gain from a bargain purchase; and (3) determines what information to disclose. SFAS No. 141(R) is effective for business combinations in which the acquisition date is in the first fiscal year after December 15, 2008. The Company will be required to adopt SFAS No. 141(R) on January 1, 2009. The Company is currently evaluating the impact, if any, SFAS No. 141(R) will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements . SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Delayed application of this Statement is permitted for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. This Statement is required to be adopted by the Company in the first quarter of its fiscal year 2008. Adoption of SFAS No. 157 is not expected to have a material effect on the Company's consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 . SFAS No. 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS No. 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. If the use of the fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS No. 159, changes in fair value are recognized in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and is required to be adopted by the Company on January 1, 2008. The

F-11

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

3. New Accounting Pronouncements (Continued)

Company is currently evaluating the impact, if any, SFAS No. 159 will have on its consolidated financial statements.

4. Acquisitions

Mountain Logistics Acquisition

Effective May 1, 2007, the Company acquired Mountain Logistics, Inc. (which was doing business as Transportation Management Group but now operates under the Echo name), a third-party logistics provider with offices in Park City, Utah and Los Angeles, California. As a result of the acquisition, the Company believes it has established a significant presence in the West Coast market by gaining over 200 West Coast clients and 43 sales agents. The purchase price was $4.3 million, consisting of $4.25 million cash paid and expenses incurred directly related to the acquisition. An additional $6.45 million in cash may become payable and 550,000 shares of common stock may become issuable contingent upon the achievement of certain performance measures by or prior to May 31, 2012. The additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable. The consolidated financial statements of the Company include the financial results of this acquisition beginning May 1, 2007.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition. The customer relationships have a life of 5 years, the non-compete agreements have a weighted average life of 10 months, and the trade names have a life of 3 years. The goodwill is fully deductible for U.S. income tax purposes. The allocation of the purchase price is based on preliminary estimates and assumptions and is subject to revision when valuation plans are finalized. Revisions to the purchase price allocation, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

Current assets (including cash of $348,039)	$	2,859,710
Property and equipment		55,491
Customer relationships		2,720,000
Non-compete agreements		69,000
Trade names		190,000
Goodwill		1,230,966
Liabilities assumed		(2,805,871	)

Net assets acquired	$	4,319,296

The following unaudited pro forma information presents a summary of the Company's consolidated statements of operations for the years ended December 31, 2006 and 2007 as if the Company had acquired Mountain Logistics as of January 1.

	2006			2007
Revenue	$	45,229,348		$	102,956,135
Income (loss) from operations		(966,734	)		2,834,315
Net income (loss)		(660,300	)		1,763,037
Basic earnings (loss) per share		(0.06	)		0.03
Diluted earnings (loss) per share		(0.06	)		0.03

F-12

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

4. Acquisitions (Continued)

Bestway Acquisition

Effective October 1, 2007, the Company acquired Bestway Solutions, LLC, a third-party logistics provider located in Vancouver, Washington. As a result of the acquisition, the Company brings a Pacific Northwest presence to its customer and carrier base. The purchase price was $1.1 million, consisting of $834,000 of cash, 50,000 shares of restricted common stock issued (fair value of $214,500), and expenses incurred directly related to the acquisition. An additional $303,000 in cash may become payable contingent upon the achievement of certain performance measures by or prior to September 30, 2010. The additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable. The consolidated financial statements of the Company include the financial results of this acquisition beginning October 1, 2007.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition. The customer relationships have a life of 5 years. The goodwill is fully deductible for U.S. income tax purposes. The allocation of the purchase price is based on preliminary estimates and assumptions and is subject to revision when valuation plans are finalized. Revisions to the purchase price allocation, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

Current assets	$	612,328
Property and equipment		38,820
Customer relationships		417,000
Goodwill		623,960
Liabilities assumed		(610,046	)

Net assets acquired	$	1,082,062

The results of Bestway's operations do not have a material impact on the Company's financials. As a result, pro forma financial information is not provided.

5. Discontinued Operations

In the second quarter of 2006, the Company ceased operations of Expert Transportation, LLC, a 90% owned subsidiary that was started in January 2006. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the results of operations and related charges for discontinuing this operation have been classified as "Loss from discontinued operations" in the accompanying Consolidated Statement of Operations.

Following is a summary of the operating results from the discontinued operations for the year ended December 31, 2006.

	2006
Revenue	$	456,265
Operating expenses		(670,709	)

Loss from discontinued operations	$	(214,444	)

F-13

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

6. Property and Equipment

Property and equipment at December 31, 2006 and 2007 consisted of the following:

	2006			2007
Computer equipment	$	220,691		$	1,150,206
Software, including internal use software		1,857,315			4,320,575
Furniture and fixtures		31,493			857,870

		2,109,499			6,328,651
Less accumulated depreciation		(758,158	)		(1,681,914	)

	$	1,351,341		$	4,646,737

Depreciation expense, including amortization of capitalized internal use software, was $66,774, $691,385, and $1,367,951, for the years ended December 31, 2005, 2006, and 2007, respectively.

7. Goodwill and Other Intangible Assets

The following is a summary of the goodwill as of December 31:

Balance as of December 31, 2006	$	—
Goodwill acquired related to the purchase of Mountain Logistics, Inc.		1,230,966
Goodwill acquired related to the purchase of Bestway, LLC		623,960

Balance as of December 31, 2007	$	1,854,926

The following is a summary of amortizable intangible assets as of December 31:

	2007			Weighted- Average Life
Customer relationships	$	3,137,000		5 years
Noncompete agreements		69,000		10 months
Trade names		190,000		3 years

		3,396,000
Less accumulated amortization		(477,183	)

Intangible assets, net	$	2,918,817

Amortization expense related to these intangible assets was $477,183 for the year ended December 31, 2007 and there was no amortization expense recorded in 2005 or 2006.

F-14

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

7. Goodwill and Other Intangible Assets (Continued)

The estimated amortization expense for the next five years is as follows:

2008	$	708,290
2009		690,733
2010		648,511
2011		627,400
2012		243,883
Thereafter		—

	$	2,918,817

8. Accrued Expenses

The components of accrued expenses at December 31, 2006 and 2007 are as follows:

	2006		2007
Accrued commissions	$	—	$	684,861
Accrued compensation		279,658		658,699
Accrued rebates		161,961		577,965
Other		19,411		481,708

Total accrued expenses	$	461,030	$	2,403,233

9. Outstanding Line of Credit

The Company has a $5.0 million line of credit with JPMorgan Chase Bank, N.A, which expires on September 30, 2008. Outstanding borrowings are collateralized by substantially all of the Company's assets and are limited to 80% of the book value of the eligible accounts receivable. Interest on the line of credit is payable monthly at an interest rate equal to either 1) the prime rate or 2) LIBOR plus 2%. The Company has discretion in determining if specific advances against the line of credit are drawn down as a prime rate advance or a LIBOR advance. The Company did not have any amounts outstanding on the line of credit as of December 31, 2006 or 2007.

10. Commitments and Contingencies

In April 2007, the Company entered into an operating lease agreement for a new office facility. The lease agreement expires in November 2015, and has escalating base monthly rental payments ranging from $29,798 to $62,030, plus an additional monthly payment for real estate taxes and common area maintenance fees related to the building. The Company has an option to renew this lease for an additional 5 year term at a lease rate that is equal to the prevailing fair market value at that time.

Additionally, the Company entered into a capital lease agreement in 2007 for the acquisition of office furniture and equipment whereby it can purchase the underlying assets for a nominal amount at the end of the lease term. The cost and accumulated amortization of the furniture and equipment capitalized in conjunction with this capital lease was $414,041 and $24,645, respectively, as of December 31, 2007. The related amortization expense is included in depreciation and amortization expense in the accompanying statements of operations.

F-15

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

10. Commitments and Contingencies (Continued)

During 2007, the Company also assumed contractual operating and capital lease obligations through acquisitions, which consisted primarily of building operating leases.

The Company recognizes operating lease rental expense on a straight-line basis over the term of the lease. The total rent expense for the years ended December 31, 2005, 2006, and 2007 was $94,116, $164,174, and $663,299, respectively.

Minimum annual rental payments are as follows:

	Capital Leases			Operating Leases		Related Party Sublease Income			Net Operating Leases
2008	$	99,635		$	856,820	$	(137,598	)	$	719,222
2009		99,635			965,270		(148,991	)		816,279
2010		99,635			973,885		(152,089	)		821,796
2011		49,817			1,006,348		(155,188	)		851,160
2012		—			1,017,222		(158,286	)		858,936
Thereafter		—			2,948,142		(479,249	)		2,468,893

	$	348,722		$	7,767,687	$	1,231,401		$	6,536,286

Less: amounts representing interest expense		(47,761	)

	$	300,961

See note 17 for further information on related party sublease.

11. Income Taxes

As discussed in note 1, on June 7, 2006, the Company converted from a limited liability company to a "C" corporation. As a result of this conversion, the Company now accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. As a result of the $9.4 million share redemption occurring in June 2006 (see note 12), the tax basis of the Company increased resulting in the recognition of a deferred tax asset of $3.8 million, for which a valuation allowance of $1.9 million was recorded with a corresponding net increase to additional paid in capital of $1.9 million.

Effective January 1, 2007, the Company adopted the provisions of FIN 48, a summary of which is provided in Note 2. The Company did not have any unrecognized tax benefits at adoption and therefore there was no effect on the Company's financial condition or results of operations as a result of implementing FIN 48. In addition, there were no increases or decreases in the current year or unrecognized tax positions at December 31, 2007. The Company's policy is to recognize interest and penalties on unrecognized tax benefits as a component of income tax expense. As of the date of adoption, the Company did not have any accrued interest or penalties associated with unrecognized tax benefits nor did the Company record any interest or penalties during 2007.

F-16

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

The Company does not believe it will have any significant changes in the amount of unrecognized tax benefits in the next 12 months. The evaluation was performed for the tax years ended December 31, 2005, 2006 and 2007, which remains subject to examination by major tax jurisdictions.

The provision for income taxes consists of the following components for the years ended December 31, 2006 and 2007:

		2006			2007
Current:
	Federal	$	—		$	—
	State		975			1,415

Total current			975			1,415
Deferred
	Federal		(179,704	)		931,348
	State		(41,441	)		241,510

Total deferred			(221,145	)		1,172,858

Income tax (benefit) expense		$	(220,170	)	$	1,174,273

The provision for income taxes for the years ended December 31, 2006 and 2007 differs from the amount computed by applying the U.S. federal income tax rate of 34% to pretax income (loss) because of the effect of the following items:

	2006			2007
Tax expense at U.S. federal income tax rate	$	(178,921	)	$	986,956
State income taxes, net of federal income tax effect		(23,806	)		133,139
Recognition of deferred taxes upon conversion to a C corporation		(23,557	)		—
Nondeductible expenses and other		6,114			23,955
Effect of state rate change on deferred items		—			23,512
Provision to return adjustments		—			6,711

	$	(220,170	)	$	1,174,273

The pretax loss subsequent to the conversion to a C corp through December 31, 2006 was $410,612.

F-17

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

At December 31, 2006 and 2007, the Company's deferred tax assets and liabilities consisted of the following:

		2006			2007
Current deferred tax assets:
	Reserves and allowances	$	102,106		$	257,693

Total current deferred tax assets			102,106			257,693
Noncurrent deferred tax assets:
	Intangible assets		3,776,479			3,576,096
	Stock options		27,741			152,235
	Net operating loss carryforward		648,301			602,121

Total noncurrent deferred tax assets			4,452,521			4,330,452

Total deferred tax assets			4,554,627			4,588,145
	Less: valuation allowance for deferred tax assets		(1,964,642	)		(1,964,642	)

Total deferred tax assets, net of valuation allowances			2,589,985			2,623,503

Total current deferred tax liability:
	Prepaid and other expenses		115,024			435,773
Noncurrent deferred tax liabilities:
	Fixed assets		289,174			1,138,105

Total deferred tax liabilities			404,198			1,573,878

Net deferred tax asset		$	2,185,787		$	1,049,625

As of December 31, 2007, the Company has a federal net operating loss carryforward of $494,000 that expires in 2026 and a state net operating loss carryforward of $108,000 that expires in 2016.

12. Stockholders' / Members' Deficit

Series A Common Stock

The Company has authorized 35,000,000 common shares, of which 23,845,038 were issued and outstanding at December 31, 2007. In June 2006, the Company issued 6,258,993 Series D preferred shares for $2.78 per share and used $9.4 million of the $17.4 million of proceeds to redeem Series A Common shares held by the existing shareholders.

Series B Preferred Shares

The Company has authorized 125,000 Series B preferred shares, all of which were issued for proceeds of $125,000 and are outstanding at December 31, 2006, and 2007. The Series B preferred shares are entitled to annual dividends payable at a rate of 6% of the Series B original issue price. The Series B preferred shares also receive a liquidation preference over Series A common shares of 100% of the Series B original issue price plus accrued but unpaid dividends. No common holders shall be paid until all Series B holders' distributions have been satisfied. As of December 31, 2006 and 2007, the accrued preferred dividend due to Series B holders was $12,363 and $19,884, respectively.

F-18

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Stockholders' / Members' Deficit (Continued)

The Series B preferred shares can be automatically converted into Series A common shares (i) in the event that holders of at least a 80% of the outstanding shares of Series B preferred stock consent to a conversion or (ii) upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the Company's account, or (iii) upon a merger, acquisition, sale of voting control, or a sale of substantially all of the assets of the Company in which shareholders of the Company do not own the majority of the outstanding shares of the surviving corporation where the aggregate proceeds payable to holders of Class D preferred stock equals a per share price not less than 2 times the original purchase price of the Series D preferred stock. The number of shares of Series A common stock to which a Series B preferred stock holder is entitled upon conversion is calculated by multiplying the applicable conversion rate then in effect (currently 1.0) by the number of Series B preferred shares to be converted. As of December 31, 2006 and 2007, 125,000 Series A common shares would have been required to be issued upon the conversion of all of the issued and outstanding shares of Series B preferred stock. These shares have been excluded from the calculation of diluted earnings per share for the years ended December 31, 2006 and 2007, as the impact resulting from the conversion and dividends paid would be anti-dilutive.

Series C Preferred Shares

The Company had authorized 3,510,000 of Series C preferred shares, all of which were issued in 2005 for proceeds of $3,478,543, net of issuance costs. In June 2006, in conjunction with the conversion of the Company from a limited liability company to a C corporation, all Series C preferred shares were converted into Series A common shares, at a one-for-one conversion ratio. The cumulative effect of these changes can be seen in the Statement of Stockholders' / Members' Deficit.

Dividends were paid in equal quarterly installments on the Series C preferred shares at an amount equal to 10% of the per share price per year. The Series C preferred shares were also entitled to receive a liquidation preference of 100% of the Series C original issue price plus accrued and unpaid dividends, if any. No Series B preferred or Common A holders would be paid until all Series C holders' distributions were satisfied.

Series D Preferred Shares

The Company authorized and issued 6,258,993 Series D preferred shares in June 2006 for proceeds of $17,053,169, net of issuance costs, all of which was outstanding at December 31, 2006 and 2007. The Series D preferred shares are entitled to annual dividends payable at a rate of 6% of the Series D original issue price. The Series D preferred shares also receive a liquidation preference of 150% of the Series D original issue price plus any accrued but unpaid dividends. No Series A or Series B holders shall be paid until all Series D holders' distributions are satisfied. As of December 31, 2006 and 2007, the accrued preferred dividend due to Series D holders was $594,937 and $1,641,797, respectively.

The Series D preferred stock is fully redeemable at the greater of cost, plus accrued but unpaid dividends, or the fair market value of the shares agreed to by the Board and the holders any time on or after the 5 year anniversary of the closing of the Series D preferred stock financing, or June 7, 2011. A majority of the then outstanding Series D preferred stock holders must consent to this redemption.

F-19

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

12. Stockholders' / Members' Deficit (Continued)

The Series D preferred stock can be automatically converted into Series A common stock (i) in the event that holders of at least a majority of the outstanding shares of Series D preferred stock consent to a conversion or (ii) upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the Company's account, at a per share price not less than (a) 2 times the original purchase price of the Series D preferred stock, and (b) for a total offering not less than $25 million (before deduction of underwriters commission and expenses), or (iii) upon a merger, acquisition, sale of voting control, or a sale of substantially all of the assets of the Company in which shareholders of the Company do not own the majority of the outstanding shares of the surviving corporation where the aggregate proceeds payable to holders of Series D preferred shares equals a per share price not less than 2 times the original purchase price of the Series D preferred stock. The number of shares of Series A common stock to which a Series D preferred stock holder is entitled upon conversion is calculated by multiplying the applicable conversion rate then in effect by the number of Series D preferred shares to be converted. As of December 31, 2006 and 2007, 6,258,993 Series A common shares would have been required to be issued upon the conversion of all of the issued and outstanding shares of Series D preferred stock. These shares have been excluded from the calculation of diluted earnings per share for the year ended December 31, 2006 and December 31, 2007, as the impact resulting from the conversion and dividends paid would be anti-dilutive.

Unvested Series A Common Stock

The Company sold an aggregate amount of 1,410,000 unvested shares of Series A common stock in 2006 and 2007 to certain members of management and the board of directors. The shares vest over a period of one to three years, and the Company has the right to repurchase these shares if a service requirement is not met. The Company sold the unvested common shares for between $0.25 to $4.05 per share at a price equal to fair market value at the time of each transaction.

As of December 31, 2006 and 2007, the total number of these shares that had vested was 166,666 and 513,333, respectively. Upon vesting, the shares are classified as outstanding shares and reflected in the statement of stockholder's deficit. Prior to vesting, the payment received for the portion of shares that is unvested is classified as a current liability on the balance sheet. As of December 31, 2006 and 2007, amounts due to stockholders holding unvested Series A common stock totaled $308,334 and $262,167, respectively.

13. Earnings (Loss) Per Share

Basic earnings per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding plus share equivalents that would arise from the exercise of share options and the conversion of preferred shares. Conversion of 3,635,000 of Series B and C preferred shares were excluded from the calculation in 2005, 7,846,493 of Series B, D and the pro rata portion of Series C (prior to its conversion to common shares) preferred stock were excluded from the calculation in 2006, and 6,383,993 of Series B and D preferred shares were excluded from the calculation in 2007, as they were anti-dilutive.

F-20

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13. Earnings (Loss) Per Share (Continued)

The computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2005, 2006, and 2007, is as follows:

		Year Ended December 31
		2005			2006			2007
Numerator:
	Income (loss) from continuing operations	$	(512,656	)	$	(31,798	)	$	1,728,536
	Preferred stock dividends		(4,863	)		(602,437	)		(1,054,381	)

	Income (loss) from continuing operations applicable to common shareholders		(517,519	)		(634,235	)		674,155
	Loss from discontinued operations		—			(214,444	)		—

Net income (loss) applicable to common shareholders		$	(517,519	)	$	(848,679	)	$	674,155

Denominator:
	Denominator for basic earnings per share—weighted-average shares		21,548,161			22,387,886			23,425,286
Effect of dilutive securities - Employee stock options			—			—			1,479,427

Denominator for dilutive earnings per share			21,548,161			22,387,886			24,904,713

Basic income (loss) from continuing operations per common share		$	(0.02	)	$	(0.03	)	$	0.03
Basic income (loss) from discontinued operations per common share		$	—		$	(0.01	)	$	—
Basic net income (loss) per common share		$	(0.02	)	$	(0.04	)	$	0.03
Diluted income (loss) from continuing operations per common share		$	(0.02	)	$	(0.03	)	$	0.03
Diluted income (loss) from discontinued operations per common share		$	—		$	(0.01	)	$	—
Diluted net income (loss) per common share		$	(0.02	)	$	(0.04	)	$	0.03

F-21

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13. Earnings (Loss) Per Share (Continued)

Pro Forma Earnings Per Share

Pro forma earnings per share has been adjusted for the provision for income taxes resulting from the Company's conversion from a limited liability company to a C Corporation in June 2006. In addition, the preferred stock dividends have been added back to net income, assuming the conversion of all preferred shares occurred at the beginning of the most recently completed fiscal year. The benefit for income taxes has been added to net income as if the conversion to a C Corporation had occurred in March 2005, the month in which the Company commenced operations.

		Year Ended December 31
		2005			2006			2007
Numerator:
	Historical net income (loss) applicable to common shareholders	$	(517,519	)	$	(848,679	)	$	674,155
Effect of dilutive securities:
	Benefit (expense) for income taxes		205,062			(33,605	)		—
	Preferred stock dividends		—			—			1,054,381

			205,062			(33,605	)		1,054,381

Pro forma numerator for basic and diluted earnings per share		$	(312,457	)	$	(882,284	)	$	1,728,536

Denominator:
	Historical denominator for basic earnings per share — weighted- average shares		21,548,161			22,387,886			23,425,286
Effect of pro forma adjustments:
	Conversion of preferred to common shares		—			—			6,383,993

Denominator for pro forma basic earnings per share			21,548,161			22,387,886			29,809,279
Effect of dilutive securities:
	Employee stock options		—			—			1,479,427

Denominator for pro forma diluted earnings per share			21,548,161			22,387,886			31,288,706

Pro forma basic earnings per share		$	(0.01	)	$	(0.04	)	$	0.06
Pro forma diluted earnings per share		$	(0.01	)	$	(0.04	)	$	0.06

14. Stock-Based Compensation Plans

In March 2005, the Company adopted the 2005 Stock Option Plan providing for the issuance of stock options of Series A common shares. Under the Plan, the Company may issue options, at the discretion of the Board, to purchase Series A common shares. The Plan is administered by the Board of Directors who determine the exercise price of options, number of options to be issued, and the vesting period. As specified in the Plan, the exercise price per share shall not be less than the fair

F-22

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

market value on the effective date of grant. The term of an option does not exceed ten years, and the options generally vest ratably over one to five years from the date of grant.

Using the Black-Scholes-Merton option valuation model and the assumptions listed below, the Company recorded $71,484 and $323,044 in compensation expense with corresponding tax benefits of $27,879 and $125,987 for the twelve months ended December 31, 2006 and 2007, respectively. The adoption of SFAS No. 123(R) as of January 1, 2006 decreased the Company's income before taxes and net income in 2006 by $71,484 and $43,605, respectively, resulting in no change in basic or diluted earnings per share.

The following assumptions were utilized in the valuation for options granted in 2006 and 2007:

	2006	2007
Dividend yield	—%	—%
Risk-free interest rate	4.42% - 5.09%	4.56% - 5.03%
Weighted average expected life	6.6 years	6.7 years
Volatility	33.5%	33.5%

A summary of stock option activity is as follows:

		Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at March 1, 2005 (the date operations commenced):		—		—
	Granted	330,000	$	0.06
	Exercised	—		—
	Forfeited or cancelled	—		—

Outstanding at December 31, 2005:		330,000	$	0.06	9.2	$	61,200
	Granted	1,550,000	$	1.71
	Exercised	100,000	$	2.88
	Forfeited or cancelled	85,000	$	0.01

Outstanding at December 31, 2006:		1,695,000	$	1.41	9.6	$	315,700
	Granted	1,075,500	$	3.74
	Exercised	70,000	$	0.01
	Forfeited or cancelled	35,000	$	0.01

Outstanding at December 31, 2007		2,665,500	$	2.40	9.0	$	5,324,700

Options vested and exercisable at December 31, 2007		630,000	$	1.48	8.6	$	1,839,950

F-23

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

The following table provides information about stock options granted and vested in the years ended December 31,:

		2005		2006		2007
Options granted:
	Range of exercise prices per share of options granted		$0.01 - $0.25		$0.77 - $2.88		$1.08 - $4.40
	Weighted average grant-date fair value per share	$	—	$	0.26	$	1.59
Options vested / exercisable:
	Grant date fair value of options vested	$	—	$	41,000	$	153,200
	Aggregate intrinsic value of options vested and exercisable at end of the period	$	—	$	68,200	$	1,839,950

The aggregate intrinsic value of options outstanding and exercisable represents the total pre-tax intrinsic value (the difference between the fair value of the Company's stock on the last day of each fiscal year and the exercise price, multiplied by the number of options where the exercise price exceeds the fair value) that would have been received by the option holders had all option holders exercised their options as of December 31, 2005, 2006 and 2007, respectively. These amounts change based on the fair market value of the Company's stock, which was $0.25, $1.08, and $4.40 on the last business day of the years ended December 31, 2005, 2006, and 2007, respectively.

The Company accounted for stock-based compensation during 2005 in accordance with APB Opinion No. 25. The Company granted 330,000 options during this period at exercise prices ranging from $0.01 to $0.25 per share, which were at or above fair market value. As a result, there was no intrinsic value associated with these option grants. Pursuant to APB Opinion No. 25, the Company was not required to record any compensation expense in connection with these option grants.

The Company granted 1,550,000 options during 2006 at exercise prices ranging from $0.77 to $2.88 per share. The Company utilized a discounted cash flow method to determine that its common stock had a fair value per share of $0.26, $0.77, $1.06 and $1.08 as of March 31, June 30, September 30, and December 31, 2006, respectively. The Company's revenue in 2006 was $33.2 million, compared to $7.3 million in 2005, and the increase in the value of the Company's common stock attributable to the growth of the business was reflected accordingly. All options granted during 2006 had exercise prices that were at or above fair market value.

In November 2007, the Company engaged an independent valuation specialist to perform a valuation of its common stock as of November 30, 2007. The valuation specialist used the income approach based on a discounted cash flow model to determine the fair value of the Company's stock to be $4.40 per share. During the fourth quarter of 2007, the Company granted 230,000 options at an exercise price of $4.40 per share. The Company granted 667,000 options in the third quarter of 2007 at exercise prices ranging from $4.00 to $4.05 per share, which was equal to the fair value of the Company's common stock as determined using a discounted cash flow method performed by the Company. The Company granted 178,500 options during the six months ended June 30, 2007 at various exercise prices ranging from $1.08 to $3.50 per share that were at or above fair market value as determined by the Company. The Company's revenue in 2007 was $95.5 million, compared to

F-24

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

$33.2 million in 2006, and the increase in the value of the Company's common stock attributable to the growth of the business was reflected accordingly.

As of December 31, 2007, there was $1,726,227 of total unrecognized compensation costs related to the stock-based compensation granted under the Plans. This cost is expected to be recognized over a weighted average period of 3.1 years. The stock-based compensation expense recorded for the years ended December 31, 2006 and 2007 was $71,484 and $323,044, respectively.

15. Benefit Plans

The Company adopted a 401(k) savings plan effective September 1, 2005, covering all of the Company's employees upon completion of 90 days of service. Employees may contribute a percentage of eligible compensation on both a before-tax basis and an after-tax basis. The Company has the right to make discretionary contributions to the plan. For the years ended December 31, 2005, 2006 and 2007, the Company did not make any contributions to the plan.

16. Significant Customer Concentration

Revenue from Archway Marketing Services accounted for 36%, 36% and 16% of the Company's total revenue for the years ended December 31, 2005, 2006 and 2007, respectively. Revenue from Cenveo accounted for 27% and 11% of the Company's total revenue for the years ended December 31, 2006 and 2007, respectively. All remaining revenue for the years ending December 31, 2005, 2006, and 2007, consisted of revenue generated from customers that were individually less than 10% of the Company's total revenue in those periods.

17. Related Parties

In January 2007, the Company entered into a consulting agreement with Holden Ventures, LLC, a consulting firm owned and operated by Bradley A. Keywell, one of the Company's principal stockholders. Under the terms of the consulting agreement, the Company paid $75,000 to Holden Ventures in 2007 for services rendered during that year. The Company terminated the consulting agreement as of December 31, 2007.

Certain stockholders and directors of the Company have a direct and/or indirect ownership interest in InnerWorkings, Inc. (InnerWorkings), a publicly traded company that provides print procurement services. InnerWorkings is one of the Company's stockholders. As of December 31, 2007, InnerWorkings owned 2,000,000 shares of the Company's common stock, or 5.8% of total shares outstanding on a fully-diluted basis, which it acquired in March 2005 for $125,000.

InnerWorkings provided general management services to the Company in 2005 and 2006, including financial management, legal, accounting, tax, treasury, employee benefit plan, and marketing services, which were billed based on the percentage of time InnerWorkings' employees spent on these services. InnerWorkings also subleases a portion of its office space to the Company. In November 2005, the Company entered into a sublease agreement with InnerWorkings and Incorp, LLC to sublease a portion of InnerWorkings' office space for approximately $7,500 per month and increased the amount of space subleased in January 2007 with an increase in lease payments to approximately $17,000 per month. The sub-lease agreement expired without penalty in April 2007. In June 2007, the Company entered into a new agreement with InnerWorkings to sublease a portion of InnerWorkings' office space

F-25

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

17. Related Parties (Continued)

for approximately $14,000 per month in 2007 with monthly payments escalating to approximately $19,000 per month in 2008, $21,000 per month in 2009, and 2% annually thereafter. The agreement requires either party to provide 12 months notice in advance of cancelling the sublease. The total expenses incurred for subleased office space during the years ended December 31, 2005, 2006, and 2007, were $95,565, $126,697, and $178,080, respectively. Innerworkings has also provided print procurement services to the Company during 2005, 2006, and 2007. As consideration for these services, the Company incurred expenses of $4,493, $35,061, and $88,246 for the years ended December 31, 2005, 2006, and 2007, respectively.

The Company provided InnerWorkings transportation and logistics services during 2005, 2006, and 2007 and has billed InnerWorkings $264,387, $625,762, and $748,636, respectively, for such services during the years ended December 31, 2005, 2006, and 2007. Effective October 1, 2006, the Company entered into a referral agreement with InnerWorkings whereby the Company agreed to pay InnerWorkings a fee equal to 5% of gross profit from shipments generated from clients that were referred to the Company by InnerWorkings, subject to a $75,000 cap per year per client referred. The Company incurred referral fees of approximately $62,076 and $75,000 for the years ended December 31, 2006 and 2007, respectively. The Company terminated this agreement on February 18, 2008.

In June 2006, the Company entered into a supplier rebate program with InnerWorkings, pursuant to which it provides InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 5% of revenue received from InnerWorkings. In April 2008, the Company amended the terms of this rebate program to provide InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 3% of revenue received from InnerWorkings, plus an additional 2% of revenue for amounts paid within fifteen days. Total supplier rebates to InnerWorkings were $12,314 and $14,970 in 2006 and 2007, respectively.

As of December 31, 2006 and 2007, the Company has a net receivable due from InnerWorkings of $80,643 and $109,249, respectively, which is included in accounts receivable in the balance sheet. Additionally, as of December 31, 2006 and 2007, the Company has advances due to InnerWorkings of $64,320 and $13,324, respectively.

The Company subleases a portion of its office space to MediaBank, LLC (MediaBank), a provider of integrated procurement technology and analytics to the advertising industry whose investors include certain stockholders and directors of the Company. Effective April 1, 2007, the Company entered into an agreement to sublease a portion of its office space to MediaBank. An amended agreement was entered into effective July 1, 2007, whereby the Company subleases a portion of its office space to MediaBank. The agreement requires either party to provide 12 months notice in advance of cancelling the sublease. For the year ended December 31, 2007, the Company received $72,551 of sublease rental income. The Company had no amounts due to or from MediaBank as of December 31, 2007.

In March 2007, the Company acquired certain assets of SelecTrans, LLC (SelectTrans), a freight management software provider based in Lake Forest, Illinois for $350,000 in cash and 150,000 shares of common stock (fair value of $162,000). An officer of the Company had founded SelecTrans in December 2005 and served as its Chief Executive Officer until it was acquired.

F-26

Echo Global Logistics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

18. Quarterly Financial Data (Unaudited)

		Year Ended December 31, 2007
		First Quarter			Second Quarter(1)		Third Quarter		Fourth Quarter(2)
Revenue		$	12,888,840		$	21,353,583	$	27,697,728	$	33,520,834
Gross profit			2,515,824			4,608,873		6,180,542		7,579,808
Net income			183,891			398,131		614,674		531,840
Net income (loss) applicable to common stockholders			(78,264	)		135,976		349,638		266,805
Net income per share:
	Basic	$	—		$	0.01	$	0.01	$	0.01
	Diluted	$	—		$	0.01	$	0.01	$	0.01

		Year Ended December 31, 2006
		First Quarter		Second Quarter			Third Quarter			Fourth Quarter
Revenue		$	5,073,230	$	7,443,161		$	9,339,904		$	11,338,124
Gross profit			917,826		1,122,285			1,564,848			1,885,832
Net income (loss)			5,798		(56,915	)		118,488			(313,613	)
Net income (loss) applicable to common stockholders			3,950		(127,434	)		(146,546	)		(578,649	)
Net income (loss) per share:
	Basic	$	—	$	(0.01	)	$	(0.01	)	$	(0.03	)
	Diluted	$	—	$	(0.01	)	$	(0.01	)	$	(0.03	)

(1): The Company acquired Mountain Logistics, Inc. in May 2007 and financial results of this acquisition are included in the consolidated financial statements beginning May 1, 2007.
(2): The Company acquired Bestway Solutions, LLC in October 2007 and financial results of this acquisition are included in the consolidated financial statements beginning October 1, 2007.

19. Legal Matters

In the normal course of business, the Company is subject to potential claims and disputes related to its business, including claims for freight lost or damaged in transit. Some of these matters may be covered by the Company's insurance and risk management programs or may result in claims or adjustments with our carriers. Management does not believe that the outcome of such matters will have a materially adverse effect on its financial position or results of operations.

F-27

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

		December 31, 2007			March 31, 2008 (Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	1,568,559		$	2,835,781
	Accounts receivable, net of allowance for doubtful accounts of $430,150 at December 31, 2007 and $373,434 at March 31, 2008		13,849,583			17,254,598
	Prepaid expenses		1,280,387			2,203,401

Total current assets			16,698,529			22,293,780
Property and equipment, net			4,646,737			5,443,699
Intangibles and other assets:
	Goodwill		1,854,926			1,871,181
	Intangible assets, net of accumulated amortization of $477,183 at December 31, 2007 and $663,506 at March 31, 2008		2,918,817			2,732,494
Deferred income taxes			1,227,705			676,789
Other assets			217,182			1,197,275

Total assets		$	27,563,896		$	34,215,218

Liabilities and stockholders' deficit
Current liabilities:
	Accounts payable-trade	$	9,164,565		$	13,525,440
	Accrued expenses		2,403,233			3,222,313
	Advances from related parties		13,324			12,971
	Current maturities of capital lease obligations		77,139			123,297
	Amounts due to restricted stockholders		262,167			205,917
	Deferred income taxes		178,080			207,457

Total current liabilities			12,098,508			17,297,395
	Capital lease obligations, net of current maturities		223,822			350,728
	Commitments and contingencies		—			—

Total liabilities			12,322,330			17,648,123

Series D, convertible preferred shares, $.0001 par value, 6,258,993 shares authorized, 6,258,993 shares issued and outstanding at December 31, 2007 and March 31, 2008; liquidation preference of $26,100,000			18,694,966			18,955,251
Stockholders' deficit
Series B, convertible preferred shares, $.0001 par value, 125,000 shares authorized, 125,000 shares issued and outstanding at December 31, 2007 and March 31, 2007; liquidation preference of $125,000			19,896			21,766
Series A common, par value $0.0001 per share, 35,000,000 shares authorized, 23,845,038 shares issued and outstanding at December 31, 2007; 35,000,000 shares authorized, 24,125,038 shares issued and outstanding at March 31, 2008			2,385			2,413
Stockholder receivable			(2,405	)		(2,405	)
Additional paid-in capital			(3,357,677	)		(2,937,888	)
Retained earnings/(Accumulated deficit)			(115,599	)		527,958

Total stockholders' deficit			(3,453,400	)		(2,388,156	)

Total liabilities and stockholders' deficit		$	27,563,896		$	34,215,218

See notes to unaudited consolidated financial statements.

F-28

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

		Three Months Ended March 31,
		2007			2008
Revenue:
	Transportation	$	12,693,802		$	38,387,747
	Fee for services		195,038			541,236

Total revenue			12,888,840			38,928,983
Transportation costs			10,373,015			30,175,327

Gross profit			2,515,825			8,753,656
Operating expenses:
	Selling, general, and administrative expenses		2,044,452			6,547,113
	Depreciation and amortization		256,679			705,046

Income from operations			214,694			1,501,497

Other income (expense):
	Interest income		92,614			15,009
	Interest expense		—			(6,380	)
	Other, net		(1,302	)		(9,614	)

Total other income (expense)			91,312			(985	)

Income before income taxes			306,006			1,500,512
Income tax benefit (expense)			(122,114	)		(594,800	)

Net income			183,892			905,712
Dividends on preferred shares			(262,155	)		(262,155	)

Net income (loss) applicable to common stockholders		$	(78,263	)	$	643,557

Basic net income (loss) per share		$	—		$	0.03
Diluted net income (loss) per share		$	—		$	0.03

See notes to unaudited consolidated financial statements.

F-29

Echo Global Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

			Three Months Ended March 31,
			2007			2008
Operating activities
Net income			$	183,892		$	905,712
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Deferred income taxes			122,114			580,293
	Noncash stock compensation expense			76,246			135,048
	Depreciation and amortization			256,679			705,046
	Change in assets:
		Accounts receivable		(1,856,846	)		(3,405,015	)
		Prepaid expenses and other assets		(190,611	)		(1,903,108	)
	Change in liabilities, net of acquisitions:
		Accounts payable		806,549			4,360,875
		Accrued expenses and other		248,440			819,080

Net cash provided by (used in) operating activities				(353,537	)		2,197,931
Investing activities
Purchases of property and equipment				(1,151,663	)		(1,118,891	)

Net cash used in investing activities				(1,151,663	)		(1,118,891	)
Financing activities
Principal payments on capital lease obligations				—			(39,985	)
Tax benefit of stock options exercised				—			8,470
Advances (repayment) to related parties				(64,320	)		(353	)
Issuance of shares, net of issuance costs				—			220,050

Net cash provided by (used in) financing activities				(64,320	)		188,182

Increase (decrease) in cash and cash equivalents				(1,569,520	)		1,267,222
Cash and cash equivalents, beginning of period				8,852,968			1,568,559

Cash and cash equivalents, end of period			$	7,283,448		$	2,835,781

Non-cash investing activity
Issuance of common stock in connection with SelecTrans acquisition				162,000			—
Purchase of furniture and equipment under capital lease				—			213,049

See notes to unaudited consolidated financial statements.

F-30

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements

Three Months Ended March 31, 2008 and 2007

1. Summary of Significant Accounting Policies

Basis of Presentation and Preparation of Financial Statements

The condensed consolidated financial statements include the accounts of Echo Global Logistics, Inc. and its subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated in the consolidation. The consolidated statement of income includes the results of entities or assets acquired from the effective date of the acquisition for accounting purposes.

The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States for interim financial information. In the opinion of management, the accompanying unaudited financial statements reflect all adjustments considered necessary for a fair presentation of the results for the period and those adjustments are of a normal recurring nature. The operating results for the three months ended March 31, 2008 are not necessarily indicative of the results expected for the full year of 2008. These interim consolidated financial statements should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in this Form S-1 Registration Statement.

2. New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , an amendment of ARB No. 51, Consolidated Financial Statements . SFAS No. 160 establishes accounting and reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS No. 160 is effective as of the beginning of an entity's first fiscal year that begins after December 15, 2008. The Company will be required to adopt SFAS No. 160 on January 1, 2009, and does not expect the standard to have a material effect on its consolidated financial position or results of operations.

F-31

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

2. New Accounting Pronouncements (Continued)

non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. This Statement was adopted by the Company on January 1, 2008. The adoption of SFAS No. 157 did not have a material effect on the Company's consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 . SFAS No. 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS No. 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. If the use of the fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS No. 159, changes in fair value are recognized in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and therefore was adopted by the Company on January 1, 2008. The Company has not elected to use fair value for measuring financial assets and financial liabilities.

3. Acquisitions

Mountain Logistics Acquisition

Effective May 1, 2007, the Company acquired Mountain Logistics, Inc. (which was doing business as Transportation Management Group but now operates under the Echo name), a third-party logistics provider with offices in Park City, Utah and Los Angeles, California. As a result of the acquisition, the Company believes it has established a significant presence in the West Coast market by gaining over 200 West Coast clients and 43 sales agents. The purchase price was $4.3 million, consisting of $4.25 million cash paid and expenses incurred directly related to the acquisition. An additional $6.45 million in cash may become payable and 550,000 common shares may become issuable contingent upon the achievement of certain performance measures by or prior to May 31, 2012. The additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable.

F-32

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

3. Acquisitions (Continued)

Revisions to the purchase price allocation, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

Current assets (including cash of $348,039)	$	2,859,710
Property and equipment		55,491
Customer relationships		2,720,000
Non-compete agreements		69,000
Trade names		190,000
Goodwill		1,230,966
Liabilities assumed		(2,805,871	)

Net assets acquired	$	4,319,296

The following unaudited pro forma information presents a summary of the Company's consolidated statements of operations for the three months ended March 31, 2007 as if the Company had acquired Mountain Logistics as of January 1.

	For the Three Months Ended March 31, 2007
Revenue	$	18,510,203
Income from operations		306,346
Net income		209,768
Net income (loss) applicable to common shareholders		(52,387	)
Basic earnings per share		—
Diluted earnings per share		—

Bestway Acquisition

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition. The customer relationships have a life of 5 years. The goodwill is fully deductible for U.S. income tax purposes. The allocation of the purchase price is based on preliminary estimates and assumptions and is subject to revision when valuation plans are finalized.

F-33

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

3. Acquisitions (Continued)

Revisions to the purchase price allocation, which may be significant, will be reported in a future period as increases or decreases to amounts previously reported.

Current assets	$	612,328
Property and equipment		38,820
Customer relationships		417,000
Goodwill		623,960
Liabilities assumed		(610,046	)

Net assets acquired	$	1,082,062

4. Goodwill and Other Intangible Assets

The following is a summary of the goodwill:

Balance as of December 31, 2007	$	1,854,926
Purchase price allocation adjustments		16,255

Balance as of March 31, 2008	$	1,871,181

The following is a summary of amortizable intangible assets as of March 31,:

	2008			Weighted- Average Life
Customer relationships	$	3,137,000		5 years
Noncompete agreements		69,000		10 months
Trade names		190,000		3 years

		3,396,000
Less accumulated amortization		(663,506	)

Intangible assets, net	$	2,732,494

Amortization expense related to intangible assets was $186,323 for the three months ended March 31, 2008 and there was no amortization expense for the three months ended March 31, 2007 as these assets were acquired subsequent to March 31, 2007.

The estimated amortization expense for the next five years is as follows:

2008 (includes the three months ended March 31, 2008)	$	708,290
2009		690,733
2010		648,511
2011		627,400
2012		243,883
Thereafter		—

	$	2,918,817

F-34

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

5. Accrued Expenses

The components of accrued expenses at December 31, 2007 and March 31, 2008 are as follows:

	December 31, 2007		March 31, 2008
Accrued commissions	$	684,861	$	727,004
Accrued compensation		658,699		575,212
Accrued rebates		577,965		919,465
Other		481,708		1,000,632

Total accrued expenses	$	2,403,233	$	3,222,313

6. Earnings (Loss) Per Share

Basic earnings per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average shares outstanding plus share equivalents that would arise from the exercise of share options and the conversion of preferred shares. Conversion of 6,383,993 of Series B and D preferred shares were excluded from the calculation for the three months ended March 31 2007 and 2008, as they were anti-dilutive.

The computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2007 and 2008 are as follows:

		Three Months Ended March 31,
		2007			2008
Numerator:
	Net Income	$	183,892		$	905,712
	Preferred stock dividends		(262,155	)		(262,155	)

Net income applicable to common shareholders		$	(78,263	)	$	643,557

Denominator:
	Denominator for basic earnings per share—weighted-average shares		22,836,237			24,114,271
Effect of dilutive securities:
	Employee stock options		—			1,301,845

Denominator for dilutive earnings per share			22,836,237			25,416,116

Basic net income (loss) per common share		$	—		$	0.03
Diluted net income (loss) per common share		$	—		$	0.03

F-35

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

6. Earnings (Loss) Per Share (Continued)

Pro Forma Earnings Per Share

Pro forma earnings per share has been adjusted for preferred stock dividends that have been added back to net income, assuming the conversion of all preferred shares occurred at the beginning of the fiscal year.

		Three Months Ended March 31,
		2007			2008
Numerator:
	Historical net income applicable to common shareholders	$	(78,263	)	$	643,557
Effect of dilutive securities:
	Preferred stock dividends		262,155			262,155

Pro forma numerator for basic and diluted earnings per share		$	183,892		$	905,712

Denominator:
	Historical denominator for basic earnings per share—weighted-average shares		22,836,237			24,114,271
Effect of pro forma adjustments:
	Conversion of preferred to common shares		6,383,993			6,383,993

Denominator for pro forma basic earnings per share			29,220,230			30,498,264
Effect of dilutive securities:
	Employee stock options		—			1,301,845

Denominator for pro forma diluted earnings per share			29,220,230			31,800,109

Pro forma basic earnings per share		$	0.01		$	0.03
Pro forma diluted earnings per share		$	0.01		$	0.03

7. Stock-Based Compensation Plans

Using the Black-Scholes-Merton option valuation model, the Company recorded $76,246 and $135,048 in compensation expense for the three months ended March 31, 2007 and 2008, respectively. During the three months ended March 31, 2007 and 2008, the Company granted 173,500 and 30,000 options, respectively, to various employees. The following assumptions were utilized in the valuation for options granted during the three months ended March 31, 2007 and 2008:

	2007	2008
Dividend yield	—%	—%
Risk-free interest rate	4.65%	3.04%–3.54%
Weighted average expected life	6.6 years	7.3 years
Volatility	33.5%	33.5%

F-36

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

8. Related Parties

In January 2007, the Company entered into a consulting agreement with Holden Ventures, LLC, a consulting firm owned and operated by Brad Keywell, one of the Company's principal stockholders. Under the terms of the consulting agreement, the Company paid $75,000 to Holden Ventures in 2007 for services rendered during that year. The Company terminated this agreement as of December 31, 2007.

Certain stockholders and directors of the Company have a direct and/or indirect ownership interest in InnerWorkings, Inc. (InnerWorkings), a publicly traded company that provides print procurement services. InnerWorkings is one of the Company's stockholders. As of March 31, 2008, InnerWorkings owned 2,000,000 shares of the Company's common stock, or 5.8% of total shares outstanding on a fully-diluted basis, which it acquired in March 2005 for $125,000.

InnerWorkings subleases a portion of its office space to the Company. In November 2005, the Company entered into a sublease agreement with InnerWorkings to sublease a portion of InnerWorkings' office space for approximately $7,500 per month and increased the amount of space subleased in January 2007 with an increase in lease payments to approximately $17,000 per month. The sub-lease agreement expired without penalty in April 2007. In June 2007, the Company entered into a new agreement with InnerWorkings to sublease a portion of InnerWorkings' office space for approximately $14,000 per month with monthly payments escalating to approximately $19,000 per month in 2008, $21,000 per month in 2009, and 2% annually thereafter. The agreement requires InnerWorkings to provide 12 months notice in advance of cancelling the sublease. The total expenses incurred for subleased office space during the three months ended March 31, 2007 and 2008, were $50,860 and $63,610, respectively. Innerworkings has also provided print procurement services to the Company during 2007 and 2008. As consideration for these services, the Company incurred expenses of $6,622 and $17,179 for the three months ended March 31, 2007 and 2008, respectively.

The Company provided InnerWorkings transportation and logistics services to InnerWorkings during 2007 and 2008 and recognized $193,532 and $517,215, respectively for such services during the three months ended March 31, 2007 and 2008, respectively. Effective October 1, 2006, the Company entered into a referral agreement with InnerWorkings whereby the Company agreed to pay InnerWorkings a fee equal to 5% of gross profit from shipments generated from clients that were referred to the Company by InnerWorkings, subject to a $75,000 cap per year per client. The Company incurred referral fees of approximately $19,544 and $0 for the three months ended March 31, 2007 and 2008, respectively. The Company terminated this agreement on February 18, 2008.

In June 2006, the Company entered into a supplier rebate program with InnerWorkings, pursuant to which the Company provides InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 5% of revenue received from InnerWorkings. In April 2008, this rebate program was amended to provide InnerWorkings with an annual rebate on all freight expenditures in an amount equal to 3% of revenue received from InnerWorkings, plus an additional 2% of revenue for amounts paid within 15 days. Total supplier rebates to InnerWorkings were $3,965 and $11,958 for the three months ended March 31, 2007 and 2008, respectively.

As of December 31, 2007 and March 31, 2008, the Company had a net receivable due from InnerWorkings of $109,249 and $287,184, respectively, which is included in accounts receivable in the balance sheet. Additionally, as of December 31, 2007 and March 31, 2008, the Company has advances due to InnerWorkings of $13,324 and $12,971, respectively.

F-37

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

8. Related Parties (Continued)

The Company subleases a portion of its office space to MediaBank, LLC (MediaBank), a provider of integrated procurement technology and analytics to the advertising industry whose investors include certain shareholders and directors of the Company. Effective April 1, 2007, the Company entered into an agreement to sublease a portion of its office space to MediaBank. An amended agreement was entered into effective July 1, 2007, whereby the Company subleases a portion of its office space to MediaBank. The agreement requires the Company to provide 12 months notice in advance of cancelling the sublease. For the three months ended March 31, 2008, the Company received $34,146 of sublease rental income. The Company had no amounts due to or from MediaBank as of March 31, 2008.

In March 2007, the Company acquired certain assets of SelecTrans, LLC (SelecTrans), a freight management software provider based in Lake Forest, Illinois for $350,000 in cash and 150,000 shares (fair value of $162,000) of common stock. An officer of the Company had founded SelecTrans in 2004 and served as its Chief Executive Officer until it was acquired.

9. Legal Matters

F-38

Report of Independent Auditors

The Board of Directors and Shareholders
Mountain Logistics, Inc.

We have audited the accompanying balance sheets of Mountain Logistics, Inc. as of December 31, 2006 and April 30, 2007, and the related statements of operations, shareholders' deficit, and cash flows for the year ended December 31, 2006, and for the four-month period ended April 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Mountain Logistics, Inc. at December 31, 2006 and April 30, 2007, and the results of its operations and its cash flows for the year ended December 31, 2006, and for the four-month period ended April 30, 2007, in conformity with U.S. generally accepted accounting principles.

Chicago, Illinois
April 28, 2008

F-39

Mountain Logistics, Inc.

Balance Sheets

		December 31, 2006			April 30, 2007
Assets
Current assets:
	Cash and cash equivalents	$	135,608		$	427,380
	Accounts receivable, net of allowance for doubtful accounts of $71,405 in 2006 and $142,138 in 2007		1,986,204			2,503,936
	Deferred income taxes		31,000			56,000
	Prepaid expenses		12,378			7,735
	Other current assets		2,300			—

Total current assets			2,167,490			2,995,051
Property and equipment, net			53,290			55,491
Licensing rights, net			68,434			43,549
Deferred income taxes, net			39,000			48,000

Total assets		$	2,328,214		$	3,142,091

Liabilities and shareholders' deficit
Current liabilities:
	Accounts payable	$	1,792,097		$	2,458,720
	Commissions payable		276,253			285,251
	Income taxes payable		120,094			283,372
	Line of credit		44,188			39,408
	Current portion of capital lease obligation		20,025			16,180
	Current portion of long-term debt		68,042			54,127
	Other liabilities		106,828			56,513

Total current liabilities			2,427,527			3,193,571
Capital lease obligation			2,610			—
Long-term debt			29,003			19,685
Commitments and contingent liabilities
Shareholders' equity:
	Common shares, $1 par value, 100,000 shares authorized, issued, and outstanding		100,000			100,000
	Accumulated deficit		(230,926	)		(171,165	)

Total shareholders' deficit			(130,926	)		(71,165	)

Total liabilities and shareholders' deficit		$	2,328,214		$	3,142,091

See accompanying notes to financial statements.

F-40

Mountain Logistics, Inc.

Statements of Income

		Year Ended December 31, 2006			Four-Month Period Ended April 30, 2007
Revenue		$	12,034,929		$	7,495,150
Transportation costs			9,054,325			5,557,321

Gross profit			2,980,604			1,937,829
Operating expenses:
	Selling, general, and administrative expenses		2,724,217			1,558,621
	Depreciation and amortization		85,089			28,674

Income from operations			171,298			350,534
Other income (expense):
	Interest expense		(21,215	)		(5,129	)
	Other		45,392			(6,480	)

Total other income (expense)			24,177			(11,609	)

Income before income taxes			195,475			338,925
Income tax expense			(84,094	)		(129,278	)

Net income		$	111,381		$	209,647

See accompanying notes to financial statements.

F-41

Mountain Logistics, Inc.

Statements of Stockholders' Deficit

		Common Shares	Common		Retained Earnings/ (Accumulated Deficit)			Total
Balance at January 1, 2006		100,000	$	100,000	$	56,883		$	156,883
	Net Income	—		—		111,381			111,381
	Shareholder distribution	—		—		(399,190	)		(399,190	)

Balance at December 31, 2006		100,000		100,000		(230,926	)		(130,926	)
	Net Income	—		—		209,647			209,647
	Shareholder distribution	—		—		(149,886	)		(149,886	)

Balance at April 30, 2007		100,000	$	100,000	$	(171,165	)	$	(71,165	)

See accompanying notes to financial statements.

F-42

Mountain Logistics, Inc.

Statements of Cash Flows

			Year Ended December 31, 2006			Four-Month Period Ended April 30, 2007
Operating activities
Net income			$	111,381		$	209,647
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			85,089			28,674
	Change in assets:
		Accounts receivable		(983,818	)		(517,732	)
		Prepaid expenses and other		(14,678	)		6,943
		Deferred income taxes		(36,000	)		(34,000	)
	Change in liabilities:
		Accounts payable		939,993			666,623
		Commissions payable		160,235			8,998
		Income taxes payable		108,725			163,278
		Other liabilities		47,546			(50,315	)

Net cash provided by operating activities				418,473			482,116
Investing activities
Purchases of property and equipment				(6,972	)		(5,990	)

Net cash used in investing activities				(6,972	)		(5,990	)
Financing activities
Payments on line of credit				(4,598	)		(4,780	)
Shareholder distribution				(399,190	)		(149,886	)
Principal payments on capital lease obligations				(18,126	)		(6,455	)
Principal payments on long-term debt				(65,281	)		(23,233	)

Net cash used in financing activities				(487,195	)		(184,354	)

(Decrease) increase in cash and cash equivalents				(75,694	)		291,772
Cash and cash equivalents, beginning of year				211,302			135,608

Cash and cash equivalents, end of year			$	135,608		$	427,380

Supplemental disclosure of cash flow information
Cash paid during the year for interest			$	21,215		$	5,129
Cash paid for income taxes			$	11,369		$	—

See accompanying notes to financial statements.

F-43

Mountain Logistics, Inc.

Notes to Financial Statements

Year Ended December 31, 2006, and Four-Month Period Ended April 30, 2007

1. Description of the Business

Mountain Logistics, Inc. (the Company), a Utah company, is a freight logistics company engaged primarily in transportation management services with offices in Park City, Utah and Los Angeles, California. The Company commenced operations in April 2001 and conducts business as Transportation Management Group.

2. Summary of Significant Accounting Policies

Preparation of Financial Statements and Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results can differ from those estimates.

Fair Value of Financial Instruments

As of December 31, 2006 and April 30, 2007, the carrying value of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, and accounts payable, approximate their fair values due primarily to their short maturities or other factors.

Revenue Recognition

Revenue is recognized when the client's shipment is delivered or when services have been provided, depending on the nature of the transaction. At the time of delivery or rendering of services, as applicable, the Company's obligation to fulfill a transaction is complete and collection of revenue is reasonably assured.

In accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent , the Company typically recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process and (4) taking the risk of loss for collection, delivery and returns. Certain transactions to provide specific services are recorded at the net amount charged to the client because some of the factors required to record the revenue on a gross basis as the principal are not present.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 90 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices 90 days past their due date are considered delinquent. The Company generally does not charge interest on past due amounts.

The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflect management's best estimate of the amounts that will not be collected. The allowance is based on

F-44

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

historical loss experience and any specific risks identified in client collection matters. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible.

Property and Equipment

Computer equipment		5 years
Furniture and fixtures		7 years

Licensing Rights

Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets , requires that intangible assets with finite lives be amortized over their respective estimated useful lives and reviewed for impairment whenever impairment indicators exist in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The Company's intangible asset consists of licensing rights, which is being amortized on the straight-line basis over its estimated useful life of three years.

Following is a summary of the licensing rights as of December 31, 2006 and April 30, 2007:

	December 31, 2006			April 30, 2007
Licensing rights	$	223,965		$	223,965
Less accumulated amortization		(155,531	)		(180,416	)

Licensing rights, net	$	68,434		$	43,549

Amortization expense related to the licensing rights was $74,655 and $24,885 for the year ended December 31, 2006, and for the four-month period ended April 30, 2007.

The estimated amortization expense for the period from May 1, 2007 to December 31, 2007, is $43,549.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes , under which deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying values of assets and liabilities and their respective tax bases. A valuation allowance is established to reduce the carrying value of deferred tax assets if it is considered more likely than not that such assets will not be realized. Any change in the valuation allowance would be charged to income in the period such determination was made. No valuation allowance was considered necessary for the year ended December 31, 2006 and for the four month period ended April 30, 2007.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which is an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity's

F-45

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax reurn. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for private companies for fiscal years beginning after December 15, 2008. The Company is in the process of assessing the impact of FIN 48 but does not believe that this adoption of the standard will have material impact on its financial statements.

3. Property and Equipment

Property and equipment at December 31, 2006 and April 30, 2007, consisted of the following:

	December 31, 2006			April 30, 2007
Computer equipment	$	15,632		$	21,622
Furniture and fixtures		54,161			54,161

		69,793			75,783
Less accumulated depreciation		(16,503	)		(20,292	)

Property and equipment, net	$	53,290		$	55,491

Depreciation expense was $10,434 and $3,789 for the year ended December 31, 2006, and for the four-month period ended April 30, 2007, respectively.

4. Capital Lease

In February 2005, the Company entered into a lease agreement for certain computer workstations and office furniture under a capital lease agreement, which included a bargain purchase option. Office furniture and fixtures under capital leases at December 31, 2006 and April 30, 2007, which is included in property and equipment, consist of the following:

	December 31, 2006			April 30, 2007
Furniture and fixtures	$	54,161		$	54,161
Less accumulated depreciation		(13,118	)		(15,698	)

Capital lease furniture and fixtures, net	$	41,043		$	38,463

The lease agreement expires in January 2008 and requires monthly payments of approximately $1,900. Obligations under the capital lease were $22,635 and $16,180 as of December 31, 2006 and April 30, 2007, respectively.

5. Line of Credit

The Company has a line of credit with maximum available borrowings of $200,000. Borrowings under the line of credit are collateralized by all of the Company's assets and bear interest of 10.5% at April 30, 2007. Interest on the line of credit is payable monthly. Borrowings under the line of credit were $44,188 and $ 39,408 at December 31, 2006 and April 30, 2007, respectively.

F-46

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

6. Long-Term Debt

As of December 31, 2006 and April 30, 2007, the Company had the following long-term debt obligations:

	December 31, 2006			April 30, 2007
Noninteresting-bearing note payable of approximately $124,000, payable in monthly payments of $4,000, maturing in October 2007. The Company has computed interest using an implied rate of 10%. The note is uncollateralized	$	41,877		$	27,090
Note payable of $100,000 with interest at 10%, payable in monthly principal and interest payments of $2,547, maturing in December 2008. The note is collateralized by the Company's assets		55,168			46,722

		97,045			73,812
Current portion		(68,042	)		(54,127	)

Long-term debt	$	29,003		$	19,685

Future scheduled payments of long-term debt are as follows:

2007 (May 1, 2007 to December 31, 2007)		$	44,808
2008			29,004

7. Commitments and Contingencies

Lease Commitments

The Company leases office space under long-term operating leases for its offices in Utah and California. The total rent expense was $106,535 and $56,756 for the year ended December 31, 2006, and for the four-month period ended April 30, 2007, respectively.

Minimum annual rental payments are as follows:

2007 (May 1, 2007 to December 31, 2007)	$	101,943
2008		55,383
2009		11,576

F-47

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

8. Income taxes

The provision (benefit) for income taxes consists of the following components for the year ended December 31, 2006, and for the four-month period ended April 30, 2007:

		December 31, 2006			April 30, 2007
Current:
	Federal	$	103,996		$	147,783
	State		16,098			15,495

Total Current			120,094			163,278
Deferred
	Federal		(32,832	)		(30,430	)
	State		(3,168	)		(3,570	)

Total deferred			(36,000	)		(34,000	)

Income tax expense		$	84,094		$	129,278

The Company's effective tax rate differs from the U.S. federal statutory rate primarily due to the effect of state income taxes and certain non-deductible expenses.

At December 31, 2006 and April 30, 2007, the Company's deferred tax assets and liabilities consisted of the following:

		December 31, 2006		April 30, 2007
Deferred tax assets:
	Reserves and allowances	$	27,000	$	54,000
	Other		4,000		2,000
	Licensing rights		46,000		54,000

Total deferred tax assets			77,000		110,000

Deferred tax liabilities:
	Fixed assets		7,000		6,000

Total deferred tax liabilities			7,000		6,000

Valuation allowance			—		—

Net deferred tax asset		$	70,000	$	104,000

9. Benefit Plans

The Company has a 401(k) savings plan (the Plan) covering all of the Company's employees. Employees may contribute a percentage of eligible compensation on both a before-tax basis and after-tax basis. The Company has the right to make discretionary contributions to the Plan. For the year ended December 31, 2006, and for the four-month period ended April 30, 2007, the Company did not make any contributions to the Plan.

F-48

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

10. Significant Customer Concentration

Sales to one customer were approximately 9% and 18% of total revenue for the year ended December 31, 2006, and for the four-month period ended April 30, 2007, respectively. This customer accounted for approximately 20% and 19% of total accounts receivable at December 31, 2006 and April 30, 2007, respectively.

During the year ended December 31, 2006 and four-month period ended April 30, 2007, there were no significant customers which had sales in excess of 10% of total revenue.

11. Related-Party Transactions

The Company shared its office space and furniture and equipment with MLT Providers, Inc. (MLT), a third-party logistics provider that specializes in truckload shipments. The two shareholders of the Company owned 66.67% of MLT until September 2006. The Company and MLT agreed that MLT would pay for a portion of the capital lease obligation as discussed in Note 5 and a portion of the office space lease payments. The Company has recorded payments received from the related entity as other income in the accompanying statements of operations. The following represent the amounts paid by the related party for the first nine months of 2006:

Capital lease obligation		$	7,419
Rent payments			34,000

In September 2006, the shareholders of the Company exchanged their ownership in MLT for the right to service certain customers of MLT.

12. Subsequent Event

In May 2007, the Company entered into an Asset Sale Agreement to sell its assets and transfer certain liabilities to Echo Global Logistics, Inc. (Echo). In consideration for the assets sold and liabilities transferred, the purchase price was $5.8 million, consisting of $4.25 million of cash plus the issuance of 550,000 shares of Echo restricted common stock. An additional $6.45 million in contingent cash consideration may become receivable upon the achievement of certain performance measures by or prior to May 31, 2012.

F-49

Echo Global Logistics, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Year Ended December 31, 2007

Effective May 1, 2007, Echo Global Logistics, Inc. (the "Company") acquired Mountain Logistics, Inc., (which was doing business as Transportation Management Group but now operates under the Echo name), a third-party logistics provider with offices in Park City, Utah and Los Angeles, California. As a result of the acquisition, the Company established a significant presence in the West Coast market by gaining over 200 West Coast clients and 43 sales agents.

For purposes of the Unaudited Pro Forma Condensed Consolidated Income Statements for the year ended 2007, the Company assumed that the Mountain Logistics acquisition occurred on January 1, 2007. As a result, the unaudited pro forma condensed consolidated income statement was derived from:

•: the audited historical consolidated income statement of the Company for the year ended December 31, 2007; and
•: the audited historical consolidated income statement of Mountain Logistics for the four months ended April 30, 2007.

The Unaudited Pro Forma Condensed Consolidated Income Statement has been prepared based on preliminary estimates of the fair value of the Mountain Logistics assets acquired and liabilities assumed as of the acquisition date. The actual amounts recorded for the acquisition may differ from the information presented herein. The purchase price has been allocated based on management's best estimates of fair value, and the cost in excess of net tangible and identifiable intangible assets acquired has been recorded as goodwill. The purchase price allocations are subject to change based on final analyses of the fair values of assets acquired and liabilities assumed at the acquisition date. Furthermore, post-closing adjustments to the purchase price may affect the allocation.

The Unaudited Pro Forma Condensed Consolidated Income Statement is presented for illustration purposes only and does not necessarily indicate the operating results that would have been achieved if the Mountain Logistics acquisition had occurred at the beginning of the period presented, nor is it indicative of future operating results.

The Unaudited Pro Forma Condensed Consolidated Income Statement presented does not reflect the pro forma effect of the Bestway Solutions, LLC acquisition as it was considered immaterial for financial reporting purposes.

The Unaudited Pro Forma Condensed Consolidated Income Statement presented reflects the effect of converting the Company's Series B and D preferred shares to common shares on approximately a one-for-one basis, which results in the elimination of preferred dividends for the conversion.

The Unaudited Pro Forma Condensed Consolidated Income Statement should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Income Statement and the Company's historical consolidated financial statements and accompanying note included in this Form S-1 Registration Statement.

F-50

Echo Global Logistics, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Year Ended December 31, 2007

		Echo Global Logistics, Inc. Historical			Mountain Logistics, Inc. Four Months Ended April 30, 2007			Acquisitions Pro Forma Adjustments			IPO Pro Forma Adjustments			Pro Forma
Revenue:
	Transportation	$	93,931,931		$	7,495,150		$	—		$	—		$	101,427,081
	Fee for services		1,529,054			—			—			—			1,529,054

Total revenue			95,460,985			7,495,150			—			—			102,956,135

Transportation costs			74,575,938			5,557,321			—			—			80,133,259

Gross profit			20,885,047			1,937,829			—			—			22,822,876
Operating expenses:
	Selling, general, and administrative expenses		16,327,799			1,558,621			—			—			17,886,420
	Depreciation and amortization		1,845,134			28,674			228,333	(1)		—			2,102,141

Income (loss) from operations			2,712,114			350,534			(228,333	)		—			2,834,315

Other income (expense):
	Interest income		208,055			—			(58,792)	(2)		—			149,263
	Interest expense		(11,936	)		(5,129	)		—			—			(17,065	)
	Other, net		(5,424	)		(6,480	)		—			—			(11,904	)

Total other income (expense)			190,695			(11,609	)		(58,792	)		—			120,294

Income (loss) before income taxes			2,902,809			338,925			(287,125	)		—			2,954,609
Income tax benefit (expense)			(1,174,273	)		(129,278	)		111,979			—			(1,191,572	)

Net income (loss)			1,728,536			209,647			(175,146	)		—			1,763,037
Dividends on preferred shares			(1,054,381	)		—			—			1,054,381	(3)		—

Net income applicable to common shareholders		$	674,155		$	209,647		$	(175,146	)	$	1,054,381		$	1,763,037

	Basic earnings per share	$	0.03											$	0.06
	Diluted earnings per share	$	0.03											$	0.06
Number of shares used for calculation:
	Basic earnings per share		23,425,286									6,383,993			29,809,279	(4)
	Diluted earnings per share		24,904,713									6,383,993			31,288,706	(4)

See notes to unaudited pro forma condensed consolidated financial statements.

F-51

Echo Global Logistics, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Income Statement

Year Ended December 31, 2007

(1) Depreciation and amortization

The pro forma adjustment reflects the amortization of intangible assets over their useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company.

	Useful Life	Year Ended December 31, 2007 Pro Forma Amortization
Customer relationships	5 years	$	181,333
Noncompete agreements	10 months		25,889
Trade names	3 years		21,111

		$	228,333

(2) Interest income

The pro forma adjustment reflects the reduction in interest income related to the $4.25 million cash paid for the Mountain Logistics acquisition, which reduces cash available for investment by the Company.

(3) Dividends on preferred shares

The pro forma adjustment reflects the elimination of preferred dividends resulting from the conversion of all of our outstanding shares of Series B and Series D preferred stock into shares of our common stock on approximately a share-for-share basis.

(4) Earnings per share

The pro forma basic earnings per share includes 6,383,993 shares of Series B and D shares converted to common stock. The pro forma diluted earnings per share include the dilutive effect of 1,479,427 options outstanding using the treasury stock method.

F-52

Common Stock

Lehman Brothers

Citi

William Blair & Company
Thomas Weisel Partners LLC
Barrington Research
Craig-Hallum Capital Group

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with this offering.

Securities and Exchange Commission Registration Fee		$	3,930
FINRA Filing Fee			10,500
Nasdaq Global Market Listing Fee			*
Accounting Fees and Expenses			*
Directors' and Officers' Insurance			*
Printing and Engraving Expenses			*
Legal Fees and Expenses			*
Blue Sky Fees and Expenses (including Legal Fees and Expenses)			*
Transfer Agent Fees and Expenses			*
Miscellaneous			*

	Total	$	*

*: To be completed by amendment.

The foregoing items, except for the Securities and Exchange Commission registration, FINRA filing and Nasdaq Global Market listing fees, are estimated. All expenses will be borne by us.

Item 14. Indemnification of Directors and Officers

Delaware General Corporation Law

We are incorporated under the laws of the State of Delaware. Our amended and restated certificate of incorporation (filed as Exhibit 3.1 to this registration statement) and by-laws (filed as Exhibit 3.2 to this registration statement) provide for the indemnification of our directors, officers, employees and agents to the fullest extent permitted under the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

In addition, we have the power to indemnify any person who was or is a party or is threatened to be made a party to, or otherwise involved (including involvement as a witness) in, any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its

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favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director:

•: for any breach of the director's duty of loyalty to Echo or its stockholders;
•: for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•: for payment of dividends or stock purchases or redemptions by the corporation in violation of Section 174 of the Delaware General Corporation Law; or
•: for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation includes such a provision. As a result of this provision, Echo and its stockholders may be unable to obtain monetary damages from a director for certain breaches of his or her fiduciary duty to Echo. This provision does not, however, eliminate a director's fiduciary responsibilities and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. The provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws.

Indemnification Agreements

We intend to enter into indemnification agreements, a form of which is attached as Exhibit 10.9, with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law, as amended from time to time. These indemnification agreements may require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements may also require us to advance all expenses incurred by the directors or executive officers in investigating or defending any such action, suit or proceeding. However, an individual will not receive indemnification for judgments, settlements or expenses if he or she is found liable to Echo (except to the extent the court determines he or she is fairly and reasonably entitled to indemnity for expenses that the court shall deem proper).

Underwriting Agreement

The underwriting agreement (filed as Exhibit 1.1 to this registration statement) provides that the underwriters are obligated, under certain circumstances, to provide indemnification for Echo and its officers, directors and employees for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or otherwise.

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Directors' and Officers' Liability Insurance

Echo maintains directors' and officers' liability insurance policies, which insure against liabilities that directors or officers may incur in such capacities. These insurance policies, together with the indemnification agreements, may be sufficiently broad to permit indemnification of our directors and officers for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or otherwise.

Item 15. Recent Sales of Unregistered Securities

Sales of Our Securities

We sold the following common units, restricted units and Series B and Series C preferred units of Echo Global Logistics, LLC and the following common stock, restricted common stock and Series D preferred stock of Echo Global Logistics, Inc. in private transactions on the dates set forth below. In connection with our conversion from an LLC to a corporation in June 2006, the former members of the Echo Global Logistics, LLC received newly issued shares of our capital stock, cash or a combination of both. The issuances of the securities identified below were deemed to be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as transactions not involving a public offering.

Name of Unitholder/ Stockholder	Common Units	Series B Convertible Preferred Units	Series C Convertible Preferred Units	Series D Convertible Preferred Shares	Common Shares	Unvested Common Units		Unvested Common Shares		Date of Purchase	Total Purchase Price
Polygal Row, LLC(1)	11,600,000									3/1/05	$	1,157
InnerWorkings, LLC	2,000,000									3/1/05	$	125,000
Blue Media, LLC(2)		41,667								3/1/05	$	41,667
Old Willow Partners, LLC(3)		41,667								3/1/05	$	41,667
Orazio Buzza	450,000									3/1/05		(4)
Frog Ventures, LLC(5)	6,480,000									3/1/05	$	648
Frog Ventures, LLC		41,666								3/1/05	$	41,666
Echo Global Logistics Series C Investment Partners, LLC(6)	1,053,000		4,563,000							6/1/05	$	3,500,000
John R. Walter	300,000									7/13/05	$	30,000
Vipon Sandhir	150,000									8/3/05		(7)
Younes & Soraya Nazarian Revocable Trust	100,000									8/10/05		(8)
John R. Walter	100,000									1/1/06	$	25,000
John R. Walter						500,000				1/18/06	$	125,000
Steven E. Zuccarini	30,000									2/1/06	$	6,000
Orazio Buzza						450,000	(9)			3/15/06	$	112,500
Vipon Sandhir						450,000	(10)			4/15/06	$	112,500
Anthony R. Bobulinski				102,950						6/7/06	$	286,201
Younes & Soraya Nazarian Revocable Trust				1,461,798						6/7/06	$	4,063,799
Entities affiliated with New Enterprise Associates				4,694,245						6/7/06	$	13,050,000
Echo Global Logistics Series C Investment Partners, LLC	3,510,000									6/7/06		(11)
Samuel K. Skinner					100,000					12/31/06	$	288,000
Holden Ventures, LLC(12)					500,000					2/25/07	$	550,000
SelecTrans, LLC					150,000					3/21/07		(13)
Mountain Logistics, Inc.								550,000		5/17/07		(14)
Green Media, LLC(15)	100,000									8/15/07	$	405,000
Orazio Buzza								10,000	(16)	9/28/07	$	40,500
Bestway Solutions, LLC					50,000					10/15/07		(17)
Scott P. Pettit					50,000					1/15/08	$	220,000

(1): The managers and controlling shareholders of Polygal Row are Blue Media, LLC and Old Willow Partners, LLC. See footnotes (2) and (3) below for information on the ownership of Blue Media, LLC and Old Willow Partners, LLC.
(2): Blue Media, LLC is owned by Eric P. Lefkofsky (50%), one of our directors, and his wife, Elizabeth Kramer Lefkofsky (50%).
(3): Old Willow Partners, LLC is controlled by Richard A. Heise, Jr., one of our former directors.
(4): These units were issued to Orazio Buzza as partial consideration for his employment with us.
(5): Frog Ventures, LLC was previously owned by the following: (i) Keywell Children's Trust (20%) and (ii) Kimberly Keywell (80%), Brad Keywell's wife. Frog Ventures, LLC is currently owned by Bradley A. Keywell (50%), one of our directors, and his wife, Kimberly Keywell (50%).

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(6): Echo Global Logistics Series C Investment Partners, LLC was formed in connection with our Series C financing and, at the time of the sale, was owned by the following individuals and entities: (i) Baradaran Revocable Trust (15.40%), (ii) David Nazarian (7.70%), (iii) Sam Nazarian (7.70%), (iv) Sharon Baradaran (7.70%), (v) Shulamit Nazarian Torbati (7.70%), (vi) Y&S Nazarian Revocable Trust (7.70%), (vii) Anthony R. Bobulinski (7.70%), one of our directors, (viii) Gregory N. Elinsky (7.70%), (ix) Richard A. Heise Sr. Living Trust (7.58%), (x) Blue Media, LLC (4.62%), an entity owned by Eric P. Lefkofsky, one of our directors, (50%) and his wife, Elizabeth Kramer Lefkofsky (50%), (xi) John R. Walter (3.85%), one of our directors, (xii) The Scion Group, LLC (2.85%), (xiii) Pleasant Lake, LLC (1.83%), (xiv) Bridget Graver (1.85%), (xv) Steve and Debra Zuccarini (1.42%), (xvi) The Scott P. George Trust dated June 3, 2003 (1.42%), (xvii) Nicholas R. Pontikes (1.42%), (xviii) Waverly Investors, LLC (1.42%), (xix) Jerrilyn M. Hoffmann Revocable Trust (1.42%), (xx) Coldwater Holdings, LLC (0.71%), which is controlled by Orazio Buzza, and (xxi) Brian & Mary Tuffin (0.28%). Polygal Row, LLC is the manager of Echo Global Logistics Series C Investment Partners, LLC.
(7): These units were issued to Vipon Sandhir as partial consideration for his employment with us.
(8): These units were granted to affiliates of the Nazarian family in connection with their investment of $2,000,000 in Echo Global Logistics Series C Investment Partners, LLC. In connection with the investment, affiliates of the Nazarian family were also given the right to appoint a member to our board of directors. This right was terminated in connection with subsequent investments.
(9): We have the right to repurchase up to 225,000 of these unvested common shares if Mr. Buzza ceases to be employed by us prior to December 31, 2008 for any reason other than a change of control.
(10): We have the right to repurchase up to 270,000 of these units if Mr. Sandhir ceases to be employed by us prior to August 1, 2008, and 90,000 of these units if Mr. Sandhir ceases to be employed by us prior to August 1, 2009, for any reason other than a change of control.
(11): Effective June 7, 2006, we redeemed 3,510,000 shares of Series C preferred units from Echo Global Logistics Series C Investment Partners ("Series C Partners"), and issued 3,510,000 of our common units to Series C Partners.
(12): Holden Ventures, LLC is owned by Bradley A. Keywell, one of our directors.
(13): These shares were issued to SelecTrans, LLC as partial consideration for our acquisition of SelecTrans, LLC, which was owned by Douglas R. Waggoner, our Chief Executive Officer, Allison L. Waggoner, Mr. Waggoner's wife, and Daryl P. Chol.
(14): These shares were issued to Mountain Logistics, Inc. as partial consideration for our acquisition of Mountain Logistics, Inc., which was owned by Walter Buster Schwab (50%), one of our employees, and Ryan Renne (50%), one of our employees. We have the right to repurchase all of these unvested common shares if certain performance targets are not satisfied by May 31, 2010.
(15): Green Media, LLC is owned by Eric P. Lefkofsky (50%), one of our directors, and his wife, Elizabeth Kramer Lefkofsky (50%).
(16): We have the right to repurchase these unvested common shares if Mr. Buzza ceases to be employed by us prior to December 31, 2008.
(17): These shares were issued to Bestway Solutions as partial consideration for our acquisition of Bestway Solutions. We are holding these shares in escrow until April 15, 2009 to secure certain indemnification obligations under the asset purchase agreement pursuant to which we acquired certain assets of Bestway Solutions.

In addition, since January 1, 2005, we have granted stock options to 45 of our employees or consultants to purchase an aggregate of 3,150,500 shares of our common stock, of which 175,000 have been exercised, 240,000 have expired and 2,735,500 remain either unvested or unexercised. The weighted average exercise price for the unvested and/or unexercised options is $2.49 per share. Each of the option grants were awarded under the Echo Global Logistics LLC 2005 Stock Option Plan and, subject to the terms of that plan, vest and allow for exercise in accordance with the terms of each individual grant.

Other than the transactions listed immediately above, we have not issued and sold any unregistered securities in the three years preceding the filing of this registration statement.

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Item 16. Exhibits and Financial Statement Schedules.

(a): Exhibits

Exhibit No.		Description
1.1+		Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation.
3.2		By-laws.
3.3+		Second Amended and Restated Certificate of Incorporation.
3.4+		Amended and Restated By-laws.
4.1+		Specimen Common Stock Certificate.
4.2		Investor Rights Agreement effective as of June 7, 2006 by and among Echo Global Logistics, Inc. and certain investors set forth therein.
4.3		Waiver of Investor Rights dated April 25, 2008 by and among Echo Global Logistics, Inc. and certain investors set forth therein.
4.4+		Form of Recapitalization Agreement.
5.1+		Opinion of Winston & Strawn LLP.
10.1		Echo Global Logistics LLC 2005 Stock Incentive Plan.
10.2+		Echo Global Logistics 2008 Stock Incentive Plan.
10.3+		Echo Global Logistics Annual Incentive Plan.
10.4+		Employment Agreement by and between Echo Global Logistics, Inc. and Douglas R. Waggoner.
10.5+		Employment Agreement by and between Echo Global Logistics, Inc. and David B. Menzel.
10.6+		Employment Agreement by and between Echo Global Logistics, Inc. and Vip Sandhir.
10.7+		Employment Agreement by and between Echo Global Logistics, Inc. and Orazio Buzza.
10.8+		Employment Agreement by and between Echo Global Logistics, Inc. and David Rowe.
10.9+		Employment Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.10+		Separation Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.11+		Form of Indemnification Agreement.
10.12+		Agreement, dated September 6, 2005, by and between Echo and Archway Marketing Services, as amended.
10.13+		Transportation Management Agreement, dated January 20, 2006, by and between Echo and Cenveo Corporation.
10.14		Asset Purchase Agreement dated as of May 17, 2007 by and among Echo/TMG Holdings, LLC, Mountain Logistics, Inc. (d/b/a Transportation Management Group), Walter Buster Schwab and Ryan Renne.
10.15		Asset Purchase Agreement effective as of July 21, 2007 by and among Echo Global Logistics, Inc., SelecTrans, LLC, Douglas R. Waggoner, Allison L. Waggoner and Daryl P. Chol.
21.1+		Subsidiaries of Echo.
23.1		Consent of Ernst & Young LLP.
23.2+		Consent of Winston & Strawn LLP (contained in Exhibit 5.1).
24.1†		Power of Attorney.

+: To be filed by amendment.
†: Included on signature page.

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(b): Financial Statement Schedules

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Echo Global Logistics, Inc:

We have audited the consolidated financial statements of Echo Global Logistics, Inc. as of December 31, 2006 and 2007, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated April 28, 2008 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedules listed in Item 16(b) of this Form S-1 Registration Statement. These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

Chicago, Illinois
April 28, 2008

/s/ Ernst & Young LLP

The following financial statement schedule is a part of this Registration Statement and should be read in conjunction with the consolidated financial statements of Echo:

VALUATION AND QUALIFYING ACCOUNTS

		2005			2006			2007
Allowance for doubtful accounts:
Balance at beginning of year		$	—		$	36,851		$	100,875
Provision, charged to expense		$	46,471		$	172,133		$	345,785
Write-offs, less recoveries		$	(9,620	)	$	(108,109	)	$	(16,510	)
Balance at end of year		$	36,851		$	100,875		$	430,150
Income tax valuation allowance:
Balance at beginning of year		$	—		$	—		$	1,964,642
	Valuation allowance recorded in connection with impact of tax basis intangible	$	—		$	1,964,642		$	—
Balance at end of year		$	—			1,964,642		$	1,964,642

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,

II-6

officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 30, 2008.

	ECHO GLOBAL LOGISTICS, INC.
	By:		/s/ DOUGLAS R. WAGGONER Douglas R. Waggoner Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Echo Global Logistics, Inc., hereby severally constitute and appoint Douglas R. Waggoner and David B. Menzel, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and generally to do all things in our names and on our behalf in such capacities to enable Echo Global Logistics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ DOUGLAS R. WAGGONER Douglas R. Waggoner	Chief Executive Officer (principal executive officer) and Director	April 30, 2008
/s/ DAVID B. MENZEL David B. Menzel	Chief Financial Officer (principal accounting and financial officer)	April 30, 2008
/s/ SAMUEL K. SKINNER Samuel K. Skinner	Chairman of the Board	April 30, 2008
/s/ JOHN R. WALTER John R. Walter	Director	April 30, 2008
/s/ LOUIS B. SUSMAN Louis B. Susman	Director	April 30, 2008
/s/ JOHN F. SANDNER John F. Sandner	Director	April 30, 2008
/s/ HARRY R. WELLER Harry R. Weller	Director	April 30, 2008
/s/ ANTHONY R. BOBULINSKI Anthony R. Bobulinski	Director	April 30, 2008
/s/ ERIC P. LEFKOFSKY Eric P. Lefkofsky	Director	April 30, 2008
/s/ BRADLEY A. KEYWELL Bradley A. Keywell	Director	April 30, 2008

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EXHIBIT INDEX

Exhibit No.		Description
1.1+		Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation.
3.2		By-laws.
3.3+		Second Amended and Restated Certificate of Incorporation.
3.4+		Amended and Restated By-laws.
4.1+		Specimen Common Stock Certificate.
4.2		Investor Rights Agreement effective as of June 7, 2006 by and among Echo Global Logistics, Inc. and certain investors set forth therein.
4.3		Waiver of Investor Rights dated April 25, 2008 by and among Echo Global Logistics, Inc. and certain investors set forth therein.
4.4+		Form of Recapitalization Agreement.
5.1+		Opinion of Winston & Strawn LLP.
10.1		Echo Global Logistics, LLC 2005 Stock Incentive Plan.
10.2+		Echo Global Logistics 2008 Stock Incentive Plan.
10.3+		Echo Global Logistics Annual Incentive Plan.
10.4+		Employment Agreement by and between Echo Global Logistics, Inc. and Douglas R. Waggoner.
10.5+		Employment Agreement by and between Echo Global Logistics, Inc. and David B. Menzel.
10.6+		Employment Agreement by and between Echo Global Logistics, Inc. and Vip Sandhir.
10.7+		Employment Agreement by and between Echo Global Logistics, Inc. and Orazio Buzza.
10.8+		Employment Agreement by and between Echo Global Logistics, Inc. and David Rowe.
10.9+		Employment Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.10+		Separation Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.11+		Form of Indemnification Agreement.
10.12+		Agreement, dated September 6, 2005, by and between Echo and Archway Marketing Services, as amended.
10.13+		Transportation Management Agreement, dated January 20, 2006, by and between Echo and Cenveo Corporation.
10.14		Asset Purchase Agreement dated as of May 17, 2007 by and among Echo/TMG Holdings, LLC, Mountain Logistics, Inc. (d/b/a Transportation Management Group), Walter Buster Schwab and Ryan Renne.
10.15		Asset Purchase Agreement effective as of July 21, 2007 by and among Echo Global Logistics, Inc., SelecTrans, LLC, Douglas R. Waggoner, Allison L. Waggoner and Daryl P. Chol.
21.1+		Subsidiaries of Echo.
23.1		Consent of Ernst & Young LLP.
23.2+		Consent of Winston & Strawn LLP (contained in Exhibit 5.1).
24.1†		Power of Attorney.

+: To be filed by amendment.
†: Included on signature page.

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QuickLinks

Item 13. Other Expenses of Issuance and Distribution

Item 14. Indemnification of Directors and Officers

Item 15. Recent Sales of Unregistered Securities

Item 16. Exhibits and Financial Statement Schedules.

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
VALUATION AND QUALIFYING ACCOUNTS

Item 17. Undertakings

SIGNATURES
POWER OF ATTORNEY AND SIGNATURES

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ECHO GLOBAL LOGISTICS, INC.

Orazio Buzza hereby certifies that:

ONE: The original name of this company is Echo Global Logistics, Inc. and the date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was June 7, 2006.

TWO: He is the duly elected and acting President of Echo Global Logistics, Inc., a Delaware corporation.

THREE: The Certificate of Incorporation of this company is hereby amended and restated to read as follows:

The name of this company is Echo Global Logistics, Inc. (the “ Corporation ” or “ Company ”).

II.

The address of the registered office of this Corporation in the State of Delaware is 2711 Centerville Road, City of Wilmington, County of New Castle, Zip Code 19801, and the name of the registered agent of this Corporation in the State of Delaware at such address is Lexis Document Services, Inc.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“ DGCL ”).

IV.

A. The Corporation is authorized to issue three classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 41,400,000 shares, 35,000,000 shares of which shall be Common Stock (the “ Common Stock ”), and 6,400,000 shares of which shall be Preferred Stock (the “ Preferred Stock ”). The Preferred Stock shall have a par value of $0.0001 per share. The Common Stock shall have a par value of $0.0001 per share.

B. The number of authorized shares of the Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the

affirmative vote of the holders of a majority of the capital stock of the Corporation entitled to vote (voting together as a single class on an as-if-converted basis).

C. 125,000 of the authorized shares of Preferred Stock are hereby designated “Series B Preferred Stock” (the “ Series B Preferred ”) and 6,258,993 of the authorized shares of Preferred Stock are hereby designated “Series D Preferred Stock” (the “ Series D Preferred ” and collectively with the Series B Preferred, the “ Series Preferred ”).

D. The rights, preferences, privileges, restrictions and other matters relating to the Common Stock and Series Preferred are as follows:

1. DIVIDEND RIGHTS.

(a) Series D Preferred . The holder of each share of the Series D Preferred shall be entitled to receive, prior to and in preference to any dividend on any shares of Series B Preferred (the “ Junior Preferred ”) or shares of Common Stock, with respect to each share of Series D Preferred so held, cash dividends at the rate of six percent (6%) of the Series D Original Issue Price (as defined below) per annum on each outstanding share of Series D Preferred, payable out of funds legally available therefor. Such dividends shall be payable only (i) in the event of a Liquidation Event (as defined Section 3), (ii) upon the conversion or redemption of the Series D Preferred as set forth in Section 5 or 6, respectively, or (iii) when, as, and if declared by the Board of Directors of the Corporation (the “ Board ”). Dividends on each share of Series D Preferred shall be cumulative and shall accrue from and after the date of issue whether or not declared and whether or not there are any funds of the Corporation legally available for the payment of dividends. The Corporation shall not declare, pay or set apart for payment any other dividend or make any other distribution on the Common Stock or the Junior Preferred (other than dividends payable in Common Stock on shares of Common Stock) unless, at the time of such dividend or distribution, the Corporation shall pay to the holders of Series D Preferred all accrued and unpaid cumulative dividends. For purposes of this Amended and Restated Certificate of Incorporation (this “ Restated Certificate ”), the “ Series D Original Issue Price ” shall mean $2.78 per share of Series D Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof).

(b) Series B Preferred . The holder of each share of the Series B Preferred shall be entitled to receive, prior to and in preference to any dividend on any shares of Common Stock, with respect to each share of Series B Preferred so held, cash dividends at the rate of six percent (6%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred, payable out of funds legally available therefor. Such dividends shall be payable only (i) in the event of a Liquidation Event (as defined Section 3), (ii) upon the conversion or redemption of the Series B Preferred as set forth in Section 5 or 6, respectively, or (iii) when, as, and if declared by the Board. Dividends on each share of Series B Preferred shall be cumulative and shall accrue from and after the date of issue whether or not declared and whether or not there are any funds of the Corporation legally available for the payment of dividends. The Corporation shall not declare, pay or set apart for payment any other dividend or make any other distribution on the Common Stock (other than dividends payable in

Common Stock on shares of Common Stock) unless, at the time of such dividend or distribution, the Corporation shall pay to the holders of Series B Preferred all accrued and unpaid cumulative dividends. For purposes of this Restated Certificate, the “ Series B Original Issue Price ” shall mean $1.00 per share of Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof). The Series B Original Issue Price, and the Series D Original Issue Price, shall each be referred to herein as the “ Original Issue Price ,” as applicable.

(c) So long as any shares of Series Preferred are outstanding, the Corporation shall not pay or declare any dividend, whether in cash or property, or make any other distribution on the Common Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock until all dividends as set forth in Sections 1(a) and (b) above on the Series Preferred shall have been paid or declared an set apart, except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of an employee’s or consultant’s services to the Corporation.

(d) In the event dividends are paid on any share of Common Stock after the payment of all preferential dividends described in Sections 1(a) and (b) above, the Corporation shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock.

(e) The provisions of Sections 1(c) and 1(d) shall not apply to a dividend payable in Common Stock, or any repurchase of any outstanding securities of the Corporation that is approved by (i) the Board, (ii) the holders of at least a majority of the then outstanding shares of Series D Preferred, voting or consenting together as a separate class, and (iii) the holders of at least eighty percent (80%) of the then outstanding shares of Series B Preferred voting or consenting together as a separate class .

2. VOTING RIGHTS .

(a) General Rights. The holders of Common Stock shall be entitled to vote their shares on all matters. Each holder of shares of the Series Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Preferred could be converted (pursuant to Section 5 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Except as otherwise provided herein or as required by law, the Series Preferred shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock.

(b) Separate Vote of Series D Preferred. For so long as at least a majority of the shares of Series D Preferred remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of at least a majority

of the outstanding Series D Preferred shall be necessary for effecting or validating the following actions (whether by merger, recapitalization or otherwise):

(i) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or the Bylaws of the Corporation (including any filing of a Certificate of Designation);

(ii) Any increase or decrease in the authorized number of shares Series D Preferred;

(iii) Any authorization or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities convertible into equity securities of the Corporation ranking on a parity with or senior to the Series D Preferred in right of redemption, liquidation preference, voting or dividend rights or any increase in the authorized or designated number of any such new class or series;

(iv) Any redemption or repurchase with respect to Common Stock or Preferred Stock (other than repurchases of shares in connection with the termination of an employee or consultant pursuant to a stock restriction or similar agreement and redemptions required by Section 6 hereof);

(v) Any agreement by the Corporation or its stockholders regarding an Unqualified Liquidation Event (as defined in Section 4 hereof) unless the Shortfall (as defined in Section 4 hereof) is paid as provided in Section 4(d);

(vi) Any voluntary dissolution or liquidation of the Corporation or any recapitalization or reclassification of the outstanding stock of the Corporation;

(vii) Any increase or decrease in the authorized number of members of the Corporation’s Board; and

(viii) Any initial public offering of the Corporation’s shares that is not anticipated to be a Qualified IPO (as defined in Section 5).

(c) Separate Vote of Series B Preferred. For so long as at least a majority of the shares of Series B Preferred remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of at least eighty percent (80%) of the outstanding Series B Preferred shall be necessary for effecting or validating the following actions (whether by merger, recapitalization or otherwise):

(i) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation or the Bylaws of the Corporation (including any filing of a Certificate of Designation);

(ii) Any increase or decrease in the authorized number of shares Series B Preferred;

(vi) Any voluntary dissolution or liquidation of the Corporation or any recapitalization or reclassification of the outstanding stock of the Corporation;

(vii) Any increase or decrease in the authorized number of members of the Corporation’s Board;

(viii) Any initial public offering of the Corporation’s shares that is not anticipated to be a Qualified IPO (as defined in Section 5); and

(ix) Until the first anniversary of the Series D Original Issue Date, any option grants under the Company’s equity incentive plan after the Company has granted options to purchase in excess of 1,000,000 shares of Common Stock (subject to adjustment for any stock split, reverse stock split or other similar event after the filing date hereof) on or after the Series D Original Issue Date; provided however, that the foregoing Series B Preferred consent shall not be required if the holders of the Series D Preferred approve such grant or otherwise waive their right to receive an adjustment to the Series D Preferred Conversion Price under Section 5(i).

3. LIQUIDATION RIGHTS.

Upon any liquidation, dissolution or winding up of the Corporation (a “ Liquidation Event ”), whether voluntary or involuntary, any amounts or assets of the Corporation (or the consideration received in such transaction) legally available for distribution to holders of the Corporation’s capital stock of all classes shall be paid as follows:

(a) First, the holders of the shares of Series D Preferred shall be entitled, before any distribution or payment is made upon any Common Stock or Junior Preferred, to be paid an amount per share of Series D Preferred equal to 150% of the Series D Original Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), plus all accrued and unpaid dividends on the Series D Preferred for each share of Series D Preferred held by them (the “ Series D Liquidation Preference ”). If, upon any such Liquidation Event, the assets of the Corporation (or

the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series D Preferred of the Series D Liquidation Preference, then such assets (or consideration) shall be distributed among the holders of Series D Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled if the entire Series D Liquidation Preference were paid in full.

(b) Second, after payment in full of the Series D Liquidation Preference to the holders of Series D Preferred pursuant to Section 3(a), the holders of the shares of Series B Preferred shall be entitled, before any distribution or payment is made upon any Common Stock, to be paid an amount per share of Series B Preferred equal to 100% of the Series B Original Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), plus all accrued and unpaid dividends on the Series B Preferred for each share of Series B Preferred held by them ( “ Series B Liquidation Preference ”). If, upon any such Liquidation Event, the assets of the Corporation (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series B Preferred of the Series B Liquidation Preference, then such assets (or consideration) shall be distributed among the holders of Series B Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled if the entire Series B Liquidation Preference were paid in full.

(c) Third, after the payment of the full Series D Liquidation Preference and Series B Liquidation Preference pursuant to Section 3(a) and 3(b) above, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock.

4. ASSET TRANSFER OR ACQUISITION RIGHTS.

(a) In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined), then each holder of Series Preferred shall be entitled to receive, for each share of Series Preferred then held, out of the proceeds of such Acquisition or Asset Transfer, the greater of (i) the amount of cash, securities or other property to which such holder would be entitled to receive in a Liquidation Event pursuant to Section 3(a) and 3(b) above or (ii) the amount of cash, securities or other property to which such holder would be entitled to receive in a Liquidation Event with respect to such shares if such shares had been converted to Common Stock immediately prior to such Acquisition or Asset Transfer.

(b) For the purposes of this Section 4: (i) “ Acquisition ” shall mean (A) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s voting power is transferred; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide

equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof; and (ii) “ Asset Transfer ” shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Corporation.

(c) In any Acquisition or Asset Transfer, if the consideration to be received is securities of a corporation or other property other than cash, its value will be deemed its fair market value as determined in good faith by the Board on the date such determination is made.

(d) An “ Unqualified Liquidation Event ” shall be defined as a Liquidation Event (including an Acquisition or Asset Transfer) in which the aggregate proceeds payable thereunder to holders of Series D Preferred in accordance with the liquidation preferences of Section 3 above, equals a per share price less than two (2) times the Series D Original Issue Price. Notwithstanding the foregoing, if the proceeds from a Liquidation Event are less than the required thresholds of two (2) times the Series D Original Issue Price (a “ Shortfall ”) and the Liquidation Event is thereby deemed an Unqualified Liquidation Event, the Corporation shall be entitled to pay, immediately prior to the closing of such Liquidation Event, to the holders of Series D Preferred Stock the amount needed to make up for such Shortfall so that such Liquidation Event will no longer be deemed an Unqualified Liquidation Event. Any such amount shall be paid by the Corporation in cash or stock at the election of the holders of at least a majority of the Series D Preferred.

5. CONVERSION RIGHTS.

The holders of the Series Preferred shall have the following rights with respect to the conversion of the Series Preferred into shares of Common Stock (the “ Conversion Rights ”):

(a) Optional Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Series Preferred may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series Preferred shall be entitled upon conversion shall be the product obtained by multiplying the applicable “Series Preferred Conversion Rate” then in effect (determined as provided in Section 5(b)) by the number of shares of the applicable series of Series Preferred being converted.

(b) Series Preferred Conversion Rate. The conversion rate in effect at any time for conversion of the applicable series of Series Preferred (the “ Series Preferred Conversion Rate ”) shall be the quotient obtained by dividing the applicable Original Issue Price of the applicable series of Series Preferred by the applicable “Series Preferred Conversion Price,” calculated as provided in Section 5(c).

(c) Series Preferred Conversion Price. The conversion price for the applicable series of Series Preferred shall initially be the applicable Original Issue Price of the applicable series of Series Preferred (the “ Series Preferred Conversion Price ”). Such initial

Series Preferred Conversion Price shall be adjusted from time to time in accordance with this Section 5. All references to the Series Preferred Conversion Price herein shall mean the applicable Series Preferred Conversion Price as so adjusted.

(d) Mechanics of Conversion. Each holder of Series Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for the Series Preferred, and shall give written notice to the Corporation at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, the Corporation shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any accrued but unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(e) Adjustment for Stock Splits and Combinations. If at any time or from time to time on or after the date the first share of Series D Preferred is issued (the “ Series D Original Issue Date ”) the Corporation effects a subdivision of the outstanding Common Stock without a corresponding subdivision of the Series Preferred, the applicable Series Preferred Conversion Price in effect immediately before that subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Series D Original Issue Date the Corporation combines the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series Preferred, the applicable Series Preferred Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 5(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f) Adjustment for Common Stock Dividends and Distributions. If at any time or from time to time on or after the Series D Original Issue Date the Corporation pays to holders of Common Stock a dividend or other distribution in additional shares of Common Stock without a corresponding dividend or other distribution to holders of Preferred Stock, the applicable Series Preferred Conversion Price then in effect shall be decreased as of the time of such issuance, as provided below:

(i) The applicable Series Preferred Conversion Price shall be adjusted by multiplying the applicable Series Preferred Conversion Price then in effect by a fraction equal to:

(A) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and

(B) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

(ii) If the Corporation fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the applicable Series Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; and

(iii) If such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Series Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Series Preferred Conversion Price shall be adjusted pursuant to this Section 5(f) to reflect the actual payment of such dividend or distribution.

(g) Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation. If at any time or from time to time on or after the Series D Original Issue Date, the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation or otherwise (other than an Acquisition or Asset Transfer as defined in Section 4 or a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 5), in any such event each holder of Series Preferred shall then have the right to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, merger, consolidation or other change by holders of the maximum number of shares of Common Stock into which such shares of Series Preferred could have been converted immediately prior to such recapitalization, reclassification, merger, consolidation or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series Preferred after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the applicable Series Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

(h) Sale of Shares Below Series Preferred Conversion Price.

(i) If at any time or from time to time on or after the Series D Original Issue Date the Corporation issues or sells, or is deemed by the express provisions of this Section 5(h) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as provided in Section 5(e), 5(f) or 5(g) above, for an Effective Price (as defined

below) less than the then effective Series D Preferred Conversion Price and/or Series B Preferred Conversion Price (each a “ Qualifying Dilutive Issuance ”), then and in each such case, the then existing Series D Preferred Conversion Price, with respect to a Qualifying Dilutive Issuance applicable to the Series D Preferred, and/or the then existing Series B Preferred Conversion Price, with respect to a Qualifying Dilutive Issuance applicable to the Series B Preferred shall be reduced, as applicable, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the applicable Series Preferred Conversion Price in effect immediately prior to such issuance or sale by a fraction equal to:

(A) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the Aggregate Consideration (as defined below) received or deemed received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing applicable Series Preferred Conversion Price, and

(B) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued.

For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which are issuable upon the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date.

(ii) No adjustment shall be made to the Series Preferred Conversion Price in an amount less than one cent per share. Any adjustment required by this Section 5(h) shall be rounded to the nearest one cent $0.01 per share. Any adjustment otherwise required by this Section 5(h) that is not required to be made due to the preceding two sentences shall be included in any subsequent adjustment to the applicable Series Preferred Conversion Price.

(iii) For the purpose of making any adjustment required under this Section 5(h), the aggregate consideration received by the Corporation for any issue or sale of securities (the “ Aggregate Consideration ”) shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Corporation before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Corporation in connection with such issue or sale and without deduction of any expenses payable by the Corporation, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Corporation for a consideration which covers

both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

(iv) For the purpose of the adjustment required under this Section 5(h), if the Corporation issues or sells (x) Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “ Convertible Securities ”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the applicable Series Preferred Conversion Price, in each case the Corporation shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Corporation for the issuance of such rights or options or Convertible Securities plus:

(A) in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Corporation upon the exercise of such rights or options; and

(B) in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Corporation upon the conversion thereof (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities); provided that if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Corporation shall be deemed to have received the minimum amounts of consideration without reference to such clauses.

(C) If the minimum amount of consideration payable to the Corporation upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities.

(D) No further adjustment of the applicable Series Preferred Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock or the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Series Preferred Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the applicable Series Preferred Conversion Price which would have been in

effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Corporation upon such exercise, plus the consideration, if any, actually received by the Corporation for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to prior conversions of Series Preferred.

(v) For the purpose of making any adjustment to the Conversion Price of the Series D Preferred and/or Series B Preferred, as applicable and as required under this Section 5(h), “ Additional Shares of Common Stock ” shall mean all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Section 5(h) (including shares of Common Stock subsequently reacquired or retired by the Corporation), other than:

(A) shares of Common Stock issued upon conversion of the Series Preferred;

(B) shares of Common Stock or Convertible Securities, (including the Contingent Option Grants (as defined in Section 5(i) below) issued after the Series D Original Issue Date to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board;

(C) shares of Common Stock issued pursuant to the exercise of Convertible Securities (including the Contingent Option Grants (as defined in Section 5(i) below) outstanding as of the Series D Original Issue Date;

(D) shares of Common Stock or Convertible Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board;

(E) shares of Common Stock or Convertible Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the Board;

(F) shares of Common Stock or Convertible Securities issued in connection with a Qualified IPO (as defined below).

(G) shares of Common Stock or Convertible Securities issued to third-party service providers in exchange for or as partial consideration for services

rendered to the Corporation; provided that the issuance of shares therein has been approved by the Corporation’s Board;

(H) any Common Stock or Convertible Securities issued in connection with strategic transactions involving the Corporation and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of shares therein has been approved by the Corporation’s Board; and

(I) any issuance of shares of Common Stock or Convertible Securities that is exempted by a written waiver from the holders of at least a majority of the Series D Preferred.

References to Common Stock in the subsections of this clause (v) above shall mean all shares of Common Stock issued by the Corporation or deemed to be issued pursuant to this Section 5(h). The “ Effective Price ” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Corporation under this Section 5(h), into the Aggregate Consideration received, or deemed to have been received by the Corporation for such issue under this Section 5(h), for such Additional Shares of Common Stock. In the event that the number of shares of Additional Shares of Common Stock or the Effective Price cannot be ascertained at the time of issuance, such Additional Shares of Common Stock shall be deemed issued immediately upon the occurrence of the first event that makes such number of shares or the Effective Price, as applicable, ascertainable.

(vi) In the event that the Corporation issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance (the “ First Dilutive Issuance ”), then in the event that the Corporation issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive Issuance as a part of the same transaction or series of related transactions as the First Dilutive Issuance (a “ Subsequent Dilutive Issuance ”), then and in each such case upon a Subsequent Dilutive Issuance the applicable Series Preferred Conversion Price shall be reduced to the applicable Series Preferred Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(i) Adjustments for Certain Equity Issuances. (i) If at any time (or from time to time) on or before the first anniversary of the Series D Original Issue Date, the Corporation grants or issues options to purchase in excess of 1,250,000 shares of Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof) under the Company’s equity incentive plan without the prior written approval by the holders of at least a majority of the Series D Preferred (a “ Plan Increase ”), then, the Series D Conversion Price then in effect shall be automatically adjusted to a new conversion price obtained according to the following formula:

New Series D Preferred Conversion Price = $79,000,000 / (A+B)

Where A= 28,398,000 (the “ Original Fully Diluted Number ”) (as adjusted pursuant to the last paragraph of this Section 5(i) below).

Where B= The number of options to purchase shares in excess of 1,250,000 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof) granted or issued by the Corporation under its equity incentive plan on or before the first anniversary of the Series D Original Issue Date.

The holders of at least a majority of the Series D Preferred shall be entitled to waive in writing any adjustment required pursuant to the terms of this Section 5(i). Any adjustment occurring as a result of a Plan Increase shall be effective as of the date that the Board approves the Plan Increase. Any adjustment occurring as a result of a Plan Increase or Fully Diluted Number Adjustment shall take into account any prior adjustments, without duplication, to the Original Fully Diluted Number pursuant to the terms of this Section 5(i).

(j) Certificate of Adjustment. In each case of an adjustment or readjustment of the applicable Series Preferred Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series Preferred, if the Series Preferred is then convertible pursuant to this Section 5, the Corporation, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and shall, upon request, prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of Series Preferred so requesting at the holder’s address as shown in the Corporation’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Corporation for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the applicable Series Preferred Conversion Price at the time in effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property which at the time would be received upon conversion of the Series Preferred. Failure to request or provide such notice shall have no effect on any such adjustment.

(k) Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any Acquisition (as defined in Section 4) or other capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, any merger or consolidation of the Corporation with or into any other corporation, or any Asset Transfer (as defined in Section 4), or any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, the Corporation shall mail to each holder of Series Preferred at least ten (10) days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the holders of a majority of the outstanding Series D Preferred) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or

winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up.

(l) Automatic Conversion.

(i) Each share of Series D Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series D Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Series D Preferred, (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation in which (i) the per share price is at least two (2) times the Series D Original Issue Price (as adjusted for stock splits, dividends, recapitalizations and the like after the filing date hereof) and (ii) the gross cash proceeds to the Corporation (before underwriting discounts, commissions and fees) are at least $25,000,000 (a “ Qualified IPO ”), or (C) upon the closing of an Acquisition or Asset Transfer in which the aggregate proceeds payable thereunder to holders of Series D Preferred in accordance with the liquidation preferences of Section 3 above equals a per share price equal to at least two (2) times the Series D Original Issue Price (a “ Qualified Sale ”). Upon such automatic conversion, any accrued but unpaid dividends with respect to the Series D Preferred shall be paid in accordance with the provisions of Section 5(d).

(ii) Each share of Series B Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series B Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of at least eighty percent (80%) of the outstanding shares of the Series B Preferred, voting together as a separate class, (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation or (C) upon the closing of a Qualified Sale. Upon such automatic conversion, any accrued but unpaid dividends with respect to the Series B Preferred shall be paid in accordance with the provisions of Section 5(d).

(iii) Upon the occurrence of the events specified in Section 5(l)(i) or (ii) above, as applicable, the outstanding shares of Series Preferred shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided, however , that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the applicable series of Series Preferred, the holders of such applicable series of Series Preferred shall surrender the certificates representing such

shares at the office of the Corporation or any transfer agent for the Series Preferred. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which the shares of Series Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d).

(m) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Series Preferred. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock (as determined by the Board) on the date of conversion.

(n) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(o) Notices. Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

(p) Payment of Taxes. The Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series Preferred so converted were registered.

6. REDEMPTION.

(a) Series D Preferred . The holders of at least a majority of the then outstanding shares of Series D Preferred, voting together as a separate class, may require the

Corporation by written notice, to the extent it may lawfully do so, to redeem all of the then outstanding Series D Preferred in two (2) equal installments beginning not prior to the fifth anniversary of the Series D Original Issue Date; provided that the Corporation shall pay the first installment of the Series D Redemption Price (as defined below) not more than one hundred and twenty (120) days after having received written notice requesting such redemption and shall pay the second installment of the Redemption Price not more than two hundred and forty (240) days after having received written notice requesting such redemption. Each date upon which a redemption occurs pursuant to the terms of this Section 6 shall be referred to herein as a “ Redemption Date .” The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series D Preferred to be redeemed on such Redemption Date a sum equal to the greater of (X) the Series D Original Issue Price per share of Series D Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) plus accrued and unpaid dividends with respect to such shares or (Y) the fair market value per share of the Series D Preferred as mutually agreed upon by the Board and the holders of at least a majority of the Series D Preferred. The total amount to be paid for the Series D Preferred is hereinafter referred to as the “ Series D Redemption Price .” The number of shares of Series D Preferred that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series D Preferred outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 6(a) shall be redeemed from each holder of Series D Preferred on a pro rata basis, based on the number of shares of Series D Preferred then held.

(b) Series B Preferred . If the Series D Preferred has been redeemed in full pursuant to Section 6(a) or, if approved by the affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of Series B Preferred, then, on or after the fifth anniversary of the Series D Original Issue Date, the holders of at least eighty percent (80%) of the then outstanding shares of Series B Preferred, voting together as a separate class, may, by written notice to the Corporation, require the Corporation, to the extent it may lawfully do so, to redeem all of the Series B Preferred in two (2) equal installments beginning not prior to the sixth anniversary of the Series B Original Issue Date; provided that the Corporation shall pay the first installment of the Series B Redemption Price (as defined below) not more than one hundred and twenty (120) days after having received written notice requesting such redemption and shall pay the second installment of the Redemption Price not more than two hundred and forty (240) days after having received written notice requesting such redemption. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series B Preferred to be redeemed on such Redemption Date a sum equal to the Series B Original Issue Price per share of Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the filing date hereof) plus accrued and unpaid dividends with respect to such shares. The total amount to be paid for the Series B Preferred is hereinafter referred to as the “ Series B Redemption Price. ” The Series B Redemption Price and the Series D Redemption Price, as applicable, shall each be referred to as a “ Redemption Price .” The number of shares of Series B Preferred that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate

number of shares of Series B Preferred outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 6(b) shall be redeemed from each holder of Series B Preferred on a pro rata basis, based on the number of shares of Series B Preferred then held. The Corporation shall issue to the holders of Series B Preferred, as and when and to the extent that each share of Series B Preferred is redeemed hereunder, one (1) share of Common Stock for each share of Series B Preferred so redeemed.

(c) Priority; Payment of Redemption Price . To the extent that the Corporation is required to redeem shares of Series D Preferred and Series B Preferred pursuant to the terms of this Section 6, the Corporation shall be required: (x) to redeem all of the shares of Series D Preferred and pay the full Series D Redemption Price prior to redeeming any shares of Series B Preferred or any other securities of the Corporation (except to the extent otherwise approved by the holders of at least majority of the outstanding shares of Series D Preferred), and (y) to redeem all of the shares of Series B Preferred and pay the full Series B Redemption Price prior to redeeming any other securities of the Corporation that are junior to the Series D Preferred (except to the extent otherwise approved by the holders of at least eighty percent (80%) of the outstanding shares of Series B Preferred).

(d) Notice . At least thirty (30) days but no more than sixty (60) days prior to the first applicable Redemption Date, the Corporation shall send a notice (a “ Redemption Notice ”) to all holders of Series D Preferred and/or Series B Preferred, as applicable, to be redeemed setting forth (A) the applicable Redemption Price for the shares to be redeemed; and (B) the place at which such holders may obtain payment of the applicable Redemption Price upon surrender of their share certificates. If the Corporation does not have sufficient funds legally available to redeem all shares to be redeemed at the applicable Redemption Date, then it shall so notify such holders and shall redeem such shares pro rata (based on the portion of the aggregate applicable Redemption Price payable to them) to the extent possible and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available.

(e) Deposit of Redemption Price. On or prior to the applicable Redemption Date, the Corporation shall deposit the applicable Redemption Price of all shares to be redeemed with a bank or trust company having aggregate capital and surplus in excess of $100,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, on and after such Redemption Date, the applicable Redemption Price of the shares to their respective holders upon the surrender of their share certificates. Any moneys deposited by the Corporation pursuant to this Section 6(e) for the redemption of shares thereafter converted into shares of Common Stock pursuant to Section 5 hereof no later than the fifth (5th) day preceding the applicable Redemption Date shall be returned to the Corporation forthwith upon such conversion. The balance of any funds deposited by the Corporation pursuant to this Section 6(e) remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Corporation promptly upon its written request.

(f) Surrender of Certificates . On or after each such Redemption Date, each holder of shares of the applicable series of Series Preferred to be redeemed shall surrender such holder’s certificates representing such shares to the Corporation in the manner and

at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after such Redemption Date, unless there shall have been a default in payment of the applicable Redemption Price or the Corporation is unable to pay such Redemption Price due to not having sufficient legally available funds, all rights of the holder of such shares as holder of the applicable series of Series Preferred (except the right to receive the applicable Redemption Price without interest upon surrender of their certificates), shall cease and terminate with respect to such shares; provided that in the event that shares of Series Preferred are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, such shares of Series Preferred shall remain outstanding and shall be entitled to all of the rights and preferences provided herein until redeemed.

(g) Conversion Rights In the event of delivery of a notice for redemption by any holder of shares of Series D Preferred or Series B Preferred, the Conversion Rights (as defined in Section 5) for such applicable series of Series Preferred shall terminate as to the shares designated for redemption at the close of business on the last business day preceding the applicable Redemption Date, unless default is made in payment of the applicable Redemption Price.

7. NO REISSUANCE OF SERIES PREFERRED.

No shares or shares of Series Preferred acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued.

A. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent under applicable law.

B. Any repeal or modification of this Article V shall only be prospective and shall not affect the rights under this Article V in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

C. In the event that a member of the Board who is also a partner or employee of an entity that is a holder of Preferred Stock and that is in the business of investing and reinvesting in other entities, or an employee of an entity that manages such an entity (each, a “ Fund ”) acquires knowledge of a potential transaction or other matter in such individual’s capacity as a partner or employee of the Fund or the manager or general partner of the Fund (and other than directly in connection with such individual’s service as a member of the Board of the Corporation) and that may be an opportunity of interest for both the Corporation and such Fund (a “ Corporate Opportunity ”), then the Corporation (i) renounces any expectancy that such director or Fund offer an opportunity to participate in such Corporate Opportunity to the Corporation and (ii) to the fullest extent permitted by law, waives any claim that such opportunity constituted a

Corporate Opportunity that should have been presented by such director or Fund to the Corporation or any of its affiliates; provided, however, that such director acts in good faith.

VI.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by the Board in the manner provided in the Bylaws, subject to any restrictions which may be set forth in this Restated Certificate.

B. Except for any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation.

C. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

* * * *

FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Corporation.

FIVE: This Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the DGCL. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders of the Corporation.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , ECHO GLOBAL LOGISTICS, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by its President this 7th day of June, 2006.

ECHO GLOBAL LOGISTICS, INC.


Signature:		/s/ Orazio Buzza

Print Name:			Orazio Buzza

Title:	President

Exhibit 3.2

BY-LAWS

ECHO GLOBAL LOGISTICS, INC.

ARTICLE I

OFFICES

Section 1. Registered Office . The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.

Section 2. Other Offices . The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Time and Place of Meetings . All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of a designation of a place for any such meeting by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.

Section 2. Annual Meetings . An annual meeting of stockholders shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. The date of the annual meeting shall be determined by the Board of Directors.

Section 3. Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the Certificate of Incorporation or by law, may be called by the Chairman of the Board or by the President and shall be called by the Secretary at the direction of a majority of the Board of Directors, or at the request in writing delivered to the Chairman of the Board, the President or the Secretary of the Corporation of stockholders owning (i) a majority in amount of the entire preferred stock of the Corporation issued and outstanding and entitled to vote or (ii) a majority in amount of the entire common stock of the Corporation issued and outstanding and entitled to vote.

Section 4. Notice of Meetings . Written notice of each meeting of the stockholders

stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice. Neither the business to be transacted at, nor the purpose or purposes of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

Section 5. Quorum; Adjournments . The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise required by the Certificate of Incorporation or the Delaware General Corporation Law as from time to time in effect (the “Delaware Law”). If a quorum is not represented, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, except as hereinafter provided, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Withdrawal of stockholders from any meeting shall not cause the failure of a duly constituted quorum at such meeting.

Section 6. Voting .

(a) At all meetings of the stockholders, each stockholder shall be entitled to vote, in person, or by proxy appointed in an instrument in writing subscribed by the stockholder or otherwise appointed in accordance with Section 212 of the Delaware Law, each share of voting stock owned by such stockholder of record on the record date for the meeting. Each stockholder shall be entitled to one vote for each share of voting stock held by such stockholder, unless otherwise provided in the Delaware Law or the Certificate of Incorporation.

(b) When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Any stockholder who is in attendance at a meeting of stockholders either in person or by proxy, but who abstains from the vote on any matter, shall not be deemed present or represented at such meeting for purposes of the preceding sentence with respect to such vote, but shall be deemed present or represented at such meeting for all other purposes. Notwithstanding anything to the contrary contained herein, directors shall be elected by a majority of the votes of the shares present in person or represented by proxy at the meeting entitled to vote on the election of directors.

Section 7. Informal Action by Stockholders . Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. General Powers . The business and affairs of the Corporation shall be managed and controlled by or under the direction of its Board of Directors, which may exercise all such powers of, and do all such acts and things as may be done by, the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-laws directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualification and Tenure . The Board of Directors of the Corporation shall consist of nine (9) members or such other number as shall be determined from time to time by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in the Certificate of Incorporation or Section 3 of this Article, and each director elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, termination, resignation or removal from office. Directors need not be stockholders.

Section 3. Vacancies and Newly-Created Directorships . Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, although less than a quorum or by a sole remaining director, and each director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, termination, resignation, retirement, disqualification or removal from office. If there are no directors in office, then an election of directors may be held in the manner provided by law.

Section 4. Place of Meetings . The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meetings . The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders. Other regular meetings of the Board of Directors shall be held at such time and place as shall from time to time be determined by the Board. No notice of regular meetings need be given, other than by announcement at the immediately preceding regular meeting. Special meetings of the Board may be called by the Chairman of the Board, the President or the Secretary on the written request of at least one member of the Board of Directors. Notice of any special meeting of the Board shall be given at least two (2) days prior thereto, either in writing, or telephonically

if confirmed promptly in writing, to each director at the address shown for such director on the records of the Corporation.

Section 6. Waiver of Notice; Business and Purpose . Notice of any meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, records such objection at the beginning of the meeting with the person acting as secretary of the meeting and does not thereafter vote on any action taken at the meeting. Neither the business to be transacted at, nor the purpose or purposes of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by Delaware Law.

Section 7. Quorum and Manner of Acting . At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by Delaware Law or by the Certificate of Incorporation. Withdrawal of directors from any meeting shall not cause the failure of a duly constituted quorum at such meeting. A director who is in attendance at a meeting of the Board of Directors but who abstains from the vote on any matter shall not be deemed present at such meeting for purposes of determining the act of a majority of the directors with respect to such vote, but shall be deemed present at such meeting for all other purposes.

Section 8. Organization . The Chairman of the Board, if elected, shall act as chairman at all meetings of the Board of Directors. If the Chairman of the Board is not elected or, if elected, is not present, a director chosen by a majority of the directors present, shall act as chairman at such meeting of the Board of Directors.

Section 9. Committees . The Board of Directors, by resolution adopted by a majority of the entire Board, may create one or more other committees and appoint one or more directors to serve on such committee or committees. Each director appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board or until their respective successors are designated. The Board of Directors, by resolution adopted by a majority of the entire Board, may also designate additional directors as alternate members of any committee to serve as members of such committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of such committee. In the absence or disqualification of a member and all alternate members designated to serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place and stead of such absent or disqualified member.

Any committee may exercise the power and authority of the Board of Directors to the extent specified by the resolution establishing such committee, the Certificate of Incorporation or these By-laws; provided , however , that no committee may take any action that is expressly required by Delaware Law, the Certificate of Incorporation or these By-laws to be taken by the Board of Directors and not by a committee thereof. Each committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of each committee shall be reported to the Board of Directors at the next meeting of the Board.

Meetings of committees may be called at any time by the Chairman of the Board, if any, or the chairman of the respective committee. A majority of the members of the committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the act of a majority of the members present at any meeting at which there is a quorum shall be the act of such committee. Except as expressly provided in this section or in the resolution designating the committee, a majority of the members of any such committee may select its chairman, fix its rules of procedure, determine the time and place of its meetings and specify what notice of meetings, if any, shall be given.

Section 10. Action without Meeting . Unless otherwise specifically prohibited by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or such committee, as the case may be, execute a consent thereto in writing setting forth the action so taken, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 11. Attendance by Telephone . Members of the Board of Directors, or any committee thereof, may participate in and act at any meeting of the Board of Directors, or such committee, as the case may be, through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 12. Removal of Directors . A director, or the entire Board of Directors, may be removed, with or without cause, at a meeting of stockholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, unless otherwise prescribed by the Certificate of Incorporation or by law; provided, however, that the notice of such meeting shall state that a purpose of such meeting is to vote upon the removal of one or more of the directors named in the notice.

Section 13. Compensation . By resolution of the Board of Directors, irrespective of any personal interest of any of the members, the directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum of money for attendance at meetings or a stated salary as directors. These payments shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. The directors are also eligible to receive stock option grants at the discretion of the Board of Directors or other administrator of the plan.

ARTICLE IV

OFFICERS

Section 1. Enumeration . The officers of the Corporation shall be chosen by the Board of Directors and shall include a President and a Secretary. The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, a Chief Financial Officer and such other officers and agents as it may deem appropriate. Any number of offices may be held by the same person.

Section 2. Term of Office . The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified, or until their earlier death, termination, resignation or removal from office. Any officer or agent of the Corporation may be removed at any time by the Board of Directors, with or without cause. Any vacancy in any office because of death, resignation, termination, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Chairman of the Board . The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these by-laws. The Chairman of the Board is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation

Section 4. Chief Executive Officer . The Chief Executive Officer shall have the powers and perform the duties incident to that position. Subject to the powers of the Board of Directors, he or she shall be in the general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy-making officer. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall, in the absence or disability of the Chairman of the Board, act with all of the powers, perform all duties and be subject to all the restrictions of the Chairman of the Board. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Chairman of the Board or the Board of Directors or as may be provided in these by-laws.

Section 5. President . The President of the Corporation shall, subject to the powers of the Board of Directors, the Chairman of the Board and the Chief Executive Officer, shall have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the Board of Directors and the Chief Executive Officer are carried into effect. The President shall, in the absence or disability of the Chief Executive Officer, act with all of the powers and be subject to

all the restrictions of the Chief Executive Officer. The President is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall have such other powers and perform such other duties as may be prescribed by the Chairman of the Board, the Chief Executive Officer or the Board of Directors or as may be provided in these by-laws.

Section 6. Chief Financial Officer . The Chief Financial Officer of the Corporation shall, under the direction of the Chairman of the Board, the Chief Executive Officer and the President, be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller. The Chief Financial Officer shall have such other powers and perform such other duties as may be prescribed by the Chairman of the Board, the Chief Executive Officer or the Board of Directors or as may be provided in these by-laws.

Section 7. Vice President . Each Vice President shall perform such duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President.

Section 8. Secretary . The Secretary shall: (a) keep a record of all proceedings of the stockholders, the Board of Directors and any committees thereof in one or more books provided for that purpose; (b) give, or cause to be given, all notices that are required by law or these Bylaws to be given by the Secretary; (c) be custodian of the corporate records and, if the Corporation has a corporate seal, of the seal of the Corporation; (d) have authority to affix the seal of the Corporation to all instruments the execution of which requires such seal and to attest such affixing of the seal; (e) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (f) sign, with the Chairman, the President or any Vice President, or any other officer thereunto authorized by the Board of Directors, any certificates for shares of the Corporation, or any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed by the signature of more than one officer; (g) have general charge of the stock transfer books of the Corporation; (h) have authority to certify as true and correct, copies of the By-laws, resolutions of the stockholders, the Board of Directors and committees thereof, and other documents of the Corporation; and (i) in general, perform the duties incident to the office of secretary and such other duties as from time to time may be prescribed by the Board of Directors, the Chairman of the Board or the President. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.

Section 9. Assistant Secretary . The Assistant Secretary, of if there shall be more than one, each Assistant Secretary in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall have the authority to perform the duties of the Secretary, subject to such limitations thereon as may be imposed by the Board of Directors, and such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Secretary.

Section 10. Treasurer . The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall: (a) have charge of and be responsible for the

maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform duties incident to the office of treasurer and such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President. The Treasurer may sign with the Chairman, the President, or any Vice President, or any other officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may determine.

Section 11. Assistant Treasurer . The Assistant Treasurer, or if there shall be more than one, each Assistant Treasurer, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall have the authority to perform the duties of the Treasurer, subject to such limitations thereon as may be imposed by the Board of Directors, and such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

Section 12. Other Officers and Agents . Any officer or agent who is elected or appointed from time to time by the Board of Directors and whose duties are not specified in these By-laws shall perform such duties and have such powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President.

Section 13. Absence or Disability of Officers . In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person selected by it.

ARTICLE V

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 1. Form . The shares of the Corporation shall be represented by certificates; provided, however, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Each certificate for shares shall be consecutively numbered or otherwise identified. Certificates of stock in the Corporation, shall be signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of one or more officers of the Corporation may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.

Section 2. Transfer . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by the Corporation to the person entitled thereto, cancel the old certificates and record the transaction in its stock transfer books.

Section 3. Replacement . In case of the loss, destruction, mutilation or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by the Corporation may be issued upon the surrender of the mutilated certificate or, in the case of loss, destruction or theft of a certificate, upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to the certificate alleged to have been lost, destroyed or stolen.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. Third Party Actions . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that he or she is or was a director or office of the Corporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees), judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing, -the Corporation shall be required to indemnify a director or officer in connection with an action, suit or proceeding as authorized by the Board of Directors.

Section 2. Actions by or in the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Corporation

to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. Notwithstanding the foregoing, the Corporation shall be required to indemnify a director or officer in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors.

Section 3. Indemnity if Successful . To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Standard of Conduct . Except in a situation governed by Section 3 of this Article, any indemnification under Section 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or 2, as applicable, of this Article. Such determination shall be made (i) by a majority vote of directors acting at a meeting at which a quorum consisting of directors who were not parties to such action, suit or proceeding is present, or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. The determination required by clauses (i) and (ii) of this Section 4 may in either event be made by written consent of the majority required by each clause.

Section 5. Expenses . Expenses (including attorneys’ fees) of each director and officer hereunder indemnified actually and reasonably incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding or threat thereof shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys’ fees) incurred by employees and agents may be so paid upon the receipt of the aforesaid undertaking and upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6. Nonexclusivity . The indemnification and advancement of expenses provided by, or granted pursuant to, other Sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may now or hereafter be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of Delaware Law.

Section 8. Definitions . For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify any or all of its directors, officers, employees and agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation in any other capacity for another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued.

For purposes of this Article, references to “other capacities” shall include serving as a trustee or agent for any employee benefit plan; references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

Section 9. Continuation . The indemnification and advancement of expenses provided by, or granted pursuant to, Delaware Law, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 10. Severability . If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally construed to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity of enforceability of such provision in any other jurisdiction.

Section 11. Amendment . The right to indemnification conferred by this Article shall be deemed to be a contract between the Corporation and each person referred therein until amended or repealed, but no amendment to or repeal of these provisions shall apply to or have any effect on the right to indemnification of any person with respect to any liability or alleged liability of such person for or with respect to any act or omission of such person occurring prior to such amendment or repeal.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year . The fiscal year of the Corporation shall be fixed from time to time by the Certificate of Incorporation or by resolution of the Board of Directors.

Section 2. Corporation Seal . The corporate seal, if any, of the Corporation shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 3. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, in accordance with applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 4. Checks, Drafts or Orders . All checks, drafts, or other orders for the payment of money by or to the Corporation and all notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 5. Contracts . In addition to the powers otherwise granted to officers pursuant to Article IV hereof, the board of directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of; the Corporation, and such authority may be general or confined to specific instances.

Section 6. Notices and Mailing . Except as otherwise provided in the Act, the Articles of Incorporation or these By-laws, all notices required to be given by any provision of these By-laws shall be deemed to have been given (i) when received, if given in person, (ii) on the date of acknowledgment of receipt, if sent by telex, facsimile or other wire transmission, (iii) one day after delivery, properly addressed, to a reputable courier for same day or overnight

delivery or (iv) three (3) days after being deposited, properly addressed, in the U.S. Mail, certified or registered mail, postage prepaid.

Section 7. Waiver of Notice . Whenever any notice is required to be given under Delaware Law or the provisions of the Certificate of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 8. Section Headings . Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 9. Inconsistent Provisions . In the event that any provision of these By-Laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

Section 10. Interpretation . In these By-laws, unless a clear contrary intention appears, the singular number includes the plural number and vice versa, and reference to either gender includes the other gender.

ARTICLE VIII

AMENDMENTS

These By-laws may be altered, amended or repealed or new By-laws may be adopted by the Board of Directors. The fact that the power to amend, alter, repeal or adopt the By-laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

Exhibit 4.2

ECHO GLOBAL LOGISTICS, INC.

INVESTOR RIGHTS AGREEMENT

ECHO GLOBAL LOGISTICS, INC.

INVESTOR RIGHTS AGREEMENT

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.”

RECITALS

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series D Preferred Stock (the “ Series D Preferred ” ) pursuant to that certain Series D Preferred Stock Purchase Agreement (the “ Purchase Agreement ” ) as of this date (the “ Financing ” );

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

WHEREAS , in connection with the consummation of the Financing, the Company, the Investors holding Series D Preferred, the Investors holding shares of the Company’s Series B Preferred Stock (the “ Series B Preferred ” and together with the Series D Preferred, the “ Preferred Stock ” ) have agreed to enter into this Agreement in order to grant registration, information rights and other rights to the Investors and the other holders of Preferred Stock as set forth below; and

WHEREAS, the holders of Series B Preferred (the “ Prior Investors ” ) and the Company are parties to an Amended and Restated Investor Rights Agreement dated January 3, 2005 (the “ Prior Agreement ” );

WHEREAS, prior to the consummation of the Financing, the Company has converted from a limited liability company to a corporation (the “ Reorganization ” ) and, in connection with such Reorganization, the Prior Agreement is being amended and restated.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SECTION 1. GENERAL.

1.1 Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the consummation of the Reorganization and the execution of this Agreement by the Company, the A Common Investors (as defined in the Prior Agreement) holding more than 50% of the outstanding A Common Units (as defined in the Prior Agreement) and the holders of not less than 80% of the outstanding B Preferred Units (as defined in the Prior Agreement). Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are

hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

1.2 Definitions. As used in this Agreement the following terms shall have the following respective meanings:

(a) “Board” shall mean the Company’s Board of Directors.

(b) “ Certificate ” shall mean the Company’s Amended and Restated Certificate of Incorporation as filed with the Delaware Secretary of State on June 7, 2006, as amended from time to time.

(c) “Common Stock” shall mean the Company’s Common Stock, $0.0001 par value per share.

(d) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(e) “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) “ Holder ” means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.9 hereof.

(g) “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

(h) “ NEA ” means New Enterprise Associates 12, Limited Partnership and/or its affiliates.

(i) “Nazarian Investors” means, collectively, Younes and Soraya Nazarian Revocable Trust and Anthony Bobulinski.

(j) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(k) “Registrable Securities” means (a) shares of Common Stock, (b) shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (c) shares of any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144, (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned or

(iii) held by a Holder (together with its affiliates) if, as reflected on the Company’s list of stockholders, such Holder (together with its affiliates) holds less than 1% of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis), the Company has completed its Initial Offering and all shares of Common Stock of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period.

(l) “Registrable Securities then outstanding” shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities.

(m) “Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements, not to exceed twenty-five thousand dollars ($25,000), of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(n) “SEC” or “Commission” means the Securities and Exchange Commission.

(o) “Securities Act” shall mean the Securities Act of 1933, as amended.

(p) “Selling Expenses ” shall mean all underwriting discounts and selling commissions applicable to the sale.

(q) “Shares” shall mean (i) the Company’s Series D Preferred issued pursuant to the Purchase Agreement and (ii) shares of the Company’s Series B Preferred held from time to time by the Investors listed on Exhibit A hereto and their permitted assigns.

(r) “Special Registration Statement” shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

2.1 Restrictions on Transfer.

(a)		Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until:

	(i)		there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer.

(b) Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an entity transferring to its affiliate, (E) to any individual or entity that would hold at least 2% of the Registrable Securities then outstanding after such Transfer, (F) an individual transferring to the Holder’s family members or trust or other entity for the benefit of an individual Holder, or (G) a trust transferring to its grantors or beneficiaries; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder.

(c) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ” ) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(d) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder.

(e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

2.2 Demand Registration.

(a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Series D Preferred, including Common Stock issued on conversion of Series D Preferred (the “Initiating Holders” ), that the Company file a registration statement under the Securities Act covering the registration of an aggregate offering price to the public of at least $10,000,000 of the Registrable Securities then outstanding, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Holders of a majority of the Registrable Securities held by all Initiating Holders). Subject to Section 2.2(d), if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company shall not be required to effect a registration pursuant to this Section 2.2:

(i) prior to the earlier of (A) the second anniversary of the date of this Agreement or (B) six (6) months following the Initial Offering;

(ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;

(iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the registration of an aggregate offering price to the public of at least $25,000,000 of the Registrable Securities then outstanding (“Qualified Public Offering”) (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;

(iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within sixty (60) days;

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; or

(vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below.

(d) Notwithstanding anything to the contrary in this Agreement, (i) NEA shall be entitled to sell at its discretion in the Initial Offering no less than 2,347,122 of its Registrable Shares (which represent 50% of the shares of Series D Preferred Stock purchased by NEA under the Purchase Agreement) (the “NEA Minimum IPO Shares”), and (ii) the Nazarian Investors shall be entitled to sell at its discretion in the Initial Offering no less than 782,374 of its Registrable Shares (which represent 50% of the shares of Series D Preferred Stock purchased by the Nazarian Investors under the Purchase Agreement) (the “Nazarian Minimum IPO Shares,” and collectively with the NEA Minimum IPO Shares, the “Minimum IPO Shares” ) . If the underwriter advises the Company, NEA and the Nazarian Investors that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) by NEA and the Nazarian Investors, such that NEA and the Nazarian Investors are each required to sell less than the NEA Minimum IPO Shares and Nazarian Minimum IPO Shares, as applicable, in the Initial Offering, then NEA and the Nazarian Investors shall each be entitled and the Company shall be required to offer to NEA and the Nazarian Investors the

balance of any such shares not sold at in the Initial Offering in the next subsequent secondary offering(s) of the Company’s shares until NEA and the Nazarian Investors have sold such number of Registrable Shares as is equal to NEA Minimum IPO Shares and Nazarian Minimum IPO Shares, as applicable. Any such sales in connection with any secondary offering shall be free of any other cutbacks or limitations described in this Section 2. After NEA and the Nazarian Investors have been able to sell their respective Minimum IPO Share amounts either in connection with the Initial Offering or any secondary offering, as applicable, NEA and the Nazarian Investors shall be entitled to register their remaining Registrable Shares in accordance with the registration rights described in this Section 2 and shall be allowed to participate in the sale of secondary shares on a prorated as-converted basis with the other stockholders of the Company.

2.3 Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, subject to Section 2.2(d), if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. If the Holders are so limited,

however, no party shall sell shares in such registration other than the Company. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company, corporation or trust, the partners, retired partners, members, retired members, stockholders and beneficiaries of such Holder, or the estates and family members of any such partners, retired partners, members, retired members and beneficiaries and any trusts or other entities for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

2.4 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:

(i) if Form S-3 is not available for such offering by the Holders, or

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and

such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000), or

(iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;

(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or

(v) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period.

(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 shall be paid by the Company, including the expense of one (1) special counsel of the selling stockholders.

2.5 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the

Company shall be obligated pursuant to Section 2.2(c) or 2.4(b), as applicable, to undertake any subsequent registration.

2.6 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. No more than one (1) such Suspension Periods shall occur in any twelve (12) month period. In no event shall any Suspension Period, when taken together with all prior Suspension Periods, exceed 120 days in the aggregate. If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above.

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other

documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

2.7 Delay of Registration; Furnishing Information.

(a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

(c) The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated

aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable.

2.8 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or 2.4:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, trustees, managers, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, trustee, manager, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, trustee, manager, officer, director, underwriter or controlling person of such Holder.

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, trustee, managers, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, trustee, manager, controlling person, underwriter or other such Holder, or partner, director, officer, trustee, manager, or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities

(or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, trustee, manager, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.8 exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

(d) If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other

relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

(e) The obligations of the Company and Holders under this Section 2.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

2.9 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) any partner or retired partner of any holder which is a partnership, (b) any member or former member, of any holder which is a limited liability company, (c) any affiliate of any holder; (d) any family member, trust or for the benefit of any individual holder or family member or (e) any transferee who acquires at least 125,000 shares of Registrable Securities provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

2.10 Limitation on Subsequent Registration Rights. Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

2.11 “Market Stand-Off” Agreement Each party to this Agreement hereby agrees that such party shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such party (other than those included in the registration) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711); provided, that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be

promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.

2.12 Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.11 and this Section 2.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.11 and 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

2.13 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public;

(b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

(c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

SECTION 3. COVENANTS OF THE COMPANY.

3.1 Basic Financial Information and Reporting.

(a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein ) and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

(b) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish each Investor that (together with its affiliates) owns not less than 300,000 shares of Registrable Securities (as adjusted for stock splits and combinations) (a “ Major Investor ” ), a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors.

(c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

(d) The Company will furnish each such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

3.2 Inspection Rights. Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this

Section 3.2 with respect to a competitor of the Company or with respect to information which the Board of Directors determines in good faith is confidential or attorney-client privileged and should not, therefore, be disclosed.

3.3 Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information (i) to any partner, member, grantor, beneficiary, family member, subsidiary or parent of such Investor as long as such partner, member, grantor, beneficiary, family member, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that is communicated to it free of any obligation of confidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by applicable law.

3.4 Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion.

3.5 Stock Vesting. Any accelerated vesting relating to any stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall require prior approval of the Board of Directors. With respect to restricted stock and stock issued as a result of early exercised options, the Company’s repurchase option shall provide that, upon termination of the employment of the shareholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the option to repurchase at cost any unvested shares held by such stockholder.

3.6 Observer Rights. The Company shall allow (i) one (1) representative designated by NEA, for so long as NEA owns any shares of Series D Preferred, and (ii) one (1) representative designated by the Nazarian Investors, for so long as the Nazarian Investors own any shares of Series D Preferred, to attend all meetings of the Company’s Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential information or for other similar reasons. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding.

3.7 Proprietary Information and Inventions Agreement. The Company shall require all current and former officers, employees and consultants of the Company to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form

acceptable to the Investors, which shall include acceptable non-solicitation and non-competition provisions.

3.8 Directors’ Liability and Indemnification; D&O Insurance. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company shall use its best efforts to obtain, as soon as reasonably practicable after the date hereof, and maintain in full force and effect director and officer liability insurance in such amount as shall be determined by the Board of Directors from time to time.

3.9 Board of Directors. The Company shall reimburse the expenses of the Directors and Board observers for reasonable costs incurred in attending meetings of the Board, including any meetings of the committees of the Board, and any other meetings or events attended on behalf of the Company.

3.10 Qualified Small Business. For so long as any of the Shares are held by an Investor (or a transferee in whose hands such Shares are eligible to qualify as “Qualified Small Business Stock” as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) , the Company will use its reasonable efforts to comply with the reporting and recordkeeping requirements of Section 1202 of the Code, any regulations promulgated thereunder and any similar state laws and regulations.

3.11 Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.8 and 3.10) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an offering that results in the Series D Preferred being converted into Common Stock or (ii) upon an “ Acquisition ” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the Effective Date hereof.

SECTION 4. RIGHTS OF FIRST REFUSAL.

4.1 Subsequent Offerings. Subject to applicable securities laws, each Investor that holds the Company’s Registrable Securities that qualifies an “accredited investor” under Regulation D of the Securities Act (a “ Qualified Investor ” ) shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof. Each Qualified Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Qualified Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “ Equity Securities ” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without

consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

4.2 Exercise of Rights. If the Company proposes to issue any Equity Securities, it shall give each Qualified Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Qualified Investor shall have twenty (20) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Qualified Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

4.3 Issuance of Equity Securities to Other Persons. If not all of the Qualified Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Qualified Investors who do so elect and shall offer such Qualified Investors the right to acquire such unsubscribed shares on a pro rata basis. The Qualified Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Qualified Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Qualified Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Qualified Investors in the manner provided above.

4.4 Sale Without Notice. In lieu of giving notice to the Qualified Investors prior to the issuance of Equity Securities as provided in Section 4.2, the Company may elect to give notice to the Qualified Investors within thirty (30) days after the issuance of Equity Securities. Such notice shall describe the type, price and terms of the Equity Securities. Each Qualified Investor shall have twenty (20) days from the date of receipt of such notice to elect to purchase up to the number of shares that would, if purchased by such Qualified Investor, maintain such Qualified Investor’s pro rata share (as set forth in Section 4.1) of the Company’s equity securities after giving effect to all such purchases. The closing of such sale shall occur within sixty (60) days of the date of notice to the Qualified Investors.

4.5 Termination of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Qualified Public Offering or (ii) an Acquisition or Asset Transfer or (iii) the date the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended.

4.6 Assignment of Rights of First Refusal. The rights of first refusal of each Qualified Investor under this Section 4 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9.

4.7 Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

(a) up to an aggregate of 1,000,000 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) ( provided, however, that such number shall be increased to reflect any shares of Common Stock (i) not issued pursuant to the rights, agreements, option or warrants (“ Unexercised Options ”) as a result of the termination of such Unexercised Options or (ii) reacquired by the Company from employees, directors or consultants at cost (or the lesser of cost or fair market value) pursuant to agreements which permit the Company to repurchase such shares upon termination of services to the Company) of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors and any Contingent Option Grants (as defined in the Certificate) or any stock issued or issuable pursuant thereto;

(b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements;

(c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors;

(d) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;

(e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Directors;

(f) any Equity Securities that are issued by the Company pursuant to a Qualified Public Offering;

(g) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided

that the issuance of shares therein has been approved by the Company’s Board of Directors provided that such transaction is not substantially for equity financing purposes; and

(h) Any Equity Securities that are not offered to the Company’s existing stockholders and that are not otherwise covered above and that are approved unanimously by the Board.

SECTION 5. MISCELLANEOUS.

5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference to conflicts of laws or principles thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in Delaware.

5.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

5.3 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

5.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.5 Amendment and Waiver.

(a) Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Investors and Holders under this Agreement may be waived, only upon the written consent of the Company, the holders of at least a majority of the then-outstanding Series D Preferred Stock, voting separately as a class, and the holders of at least eighty percent (80%) of the then-outstanding Series B Preferred

Stock, voting separately as a class. Notwithstanding the foregoing, with respect to the rights set forth in Section 2.2(d) above, such provision may only be amended or waived with the written consent of NEA. Any amendment, termination or waiver effected in accordance with this Section 5.5 shall be binding on all parties hereto, even if they do not execute such consent.

(b) For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

5.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

5.7 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address as such party may designate by ten (10) days advance written notice to the other parties hereto.

5.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

5.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.10 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “ Investor, ” a “ Holder ” and a party hereunder. Notwithstanding anything to the contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 4.7 (c), (e) or (g) of this Agreement, any purchaser of such

Equity Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “ Investor, ” a “ Holder ” and a party hereunder.

5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5.12 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.13 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

5.14 Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of (i) an Acquisition; or (ii) the date five (5) years following the Closing of the Qualified Public Offering that results in the conversion of all outstanding shares of Series D Preferred.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY :

ECHO GLOBAL LOGISTICS, INC.

By:	/s/ Orazio Buzza
Name:		Orazio Buzza
Title:		President

SERIES D PREFERRED INVESTORS :

NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By: NEA PARTNERS 12, LIMITED PARTNERSHIP, ITS GENERAL PARTNER

By: NEA 12 GP, LLC, ITS GENERAL PARTNER

By: Gene Trainor , Manager


NEA VENTURES 2006, LIMITED PARTNERSHIP

By:	/s/ Pamela Clark
Title:	Vice-President

SCHEDULE OF INVESTORS

SERIES D PREFERRED INVESTORS (CONTINUED);


YOUNES AND SORAYA NAZARIAN REVOCABLE TRUST


By:		/s/ Younes Nazarian

Name: Younes Nazarian

Title: Trustee




ANTHONY BOBULINSKI


By:	/s/ Anthony Bobulinski

Name: Anthony Bobulinski

COUNTERPART SIGNATURE PAGE

ECHO GLOBAL LOGISTICS, INC.

INVESTOR RIGHTS AGREEMENT

SERIES B PREFERRED INVESTORS:


OLD WILLOW PARTNERS, LLC


By:	/s/ Rich Heise

Name: Rich Heise

Title: Manager




BLUE MEDIA, LLC


By:	/s/ Eric Lefkofsky

Name: Eric Lefkofsky

Title: Manager




FROG VENTURES, LLC


By:		/s/ Brad Keywell

Name: Brad Keywell

Title: Manager

COUNTERPART SIGNATURE PAGE

ECHO GLOBAL LOGISTICS, INC.

INVESTOR RIGHTS AGREEMENT

Exhibit A

SCHEDULE OF INVESTORS

SERIES D PREFERRED INVESTORS:

NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP





NEA VENTURES 2006, LIMITED PARTNERSHIP





YOUNES AND SORAYA NAZARIAN REVOCABLE TRUST





ANTHONY BOBULINSKI




SERIESS B PREFERRED INVESTORS:

OLD WILLOW PARTNERS, LLC





BLUE MEDIA, LLC




FROG VENTURES, LLC

Exhibit 4.3

WAIVER OF INVESTOR RIGHTS

in connection with proposed initial public offering of Common Stock of

ECHO GLOBAL LOGISTICS, INC.

April 25, 2008

Ladies and Gentlemen:

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.

The Offering will be undertaken pursuant to a registration statement on Form S-1 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”). Under Section 2.3 of the Investor Rights Agreement, the Company is obligated to (i) notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company and (ii) afford each such Holder an opportunity to include in the registration statement all or part of such Registrable Securities (clauses (i) and (ii), the “ Piggyback Registration Rights ”). Under Section 2.2 of the Investor Rights Agreement, a majority of the Holders of Series D Preferred are entitled to demand registration under the Securities Act of all or any part of their Registrable Securities, and the Company is obligated to (a) notify all Holders within thirty (30) days of such request and (b) effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

Each of the undersigned hereby waives (i) all rights granted to it pursuant to Section 2 of the Investor Rights Agreement with respect to Piggyback Registration Rights relating to the Offering, and the Holders of Series D Preferred hereby agree not to exercise their demand registration right, or any other right, under Section 2.2 of the Investor Rights Agreement on or prior to December 31, 2008, or if longer, the duration of any lock-up period as may be specified in a lock-up agreement that such Holders may execute with the underwriters of the Offering (the “Registration Waiver”), (ii) all rights granted to it pursuant to Section 4 of the Investor Rights Agreement, if applicable, with respect to any issuances of Equity Securities by the Company from June 7, 2006 through and including the date hereof, and (iii) all rights granted to it pursuant to the ROFR Agreement with respect to any transfers of Common Stock or Preferred Stock from June 7, 2006 through and including the date hereof. If the Offering is not completed by December 31, 2008, the Registration Waiver shall terminate on its terms without further action by the Company or the undersigned. Each of the undersigned further agree that Winston & Strawn LLP shall act as the single special counsel to the Investors in connection with the Offering.

This waiver may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same waiver. A counterpart signature page delivered by fax or e-mail transmission shall be as effective as delivery of an originally executed counterpart. This waiver shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to choice of law provisions.

IN WITNESS WHEREOF, this waiver has been duly executed as of the date first written above.

	SERIES B PREFERRED INVESTORS:



	OLD WILLOW PARTNERS, LLC


	By:	/s/ Richard A. Heise, Jr.
	Name:	Richard A. Heise, Jr.
	Title:	Manager



	BLUE MEDIA, LLC


	By:	/s/ Eric P. Lefkofsky
	Name:	Eric P. Lefkofsky
	Title:	Manager


	FROG VENTURES, LLC


	By:	/s/ Bradley A. Keywell
	Name:	Bradley A. Keywell
	Title:	Manager

[Signature Page to Waiver]

	SERIES D PREFERRED INVESTORS:


	NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

	By:	NEA PARTNERS 12, LIMITED PARTNERSHIP, ITS GENERAL PARTNER

	By:	NEA 12 GP, LLC, ITS GENERAL PARTNER

	By:	/s/ Charles W. Newhall III
		Manager


	NEA VENTURES 2006, LIMITED PARTNERSHIP

	By:		/s/ Pamela J. Clark
	Name:		Pamela J. Clark
	Title:		Vice-President


	YOUNES & SORAYA NAZARIAN REVOCABLE TRUST

	By:		/s/ Younes Nazarian
	Name:		Younes Nazarian
	Title:		Trustee


	YOUNES NAZARIAN 2006 ANNUITY TRUST

	By:		/s/ David Nazarian
	Name:		David Nazarian
	Title:		Trustee


	SORAYA NAZARIAN 2006 ANNUITY TRUST

	By:		/s/ David Nazarian
	Name:		David Nazarian
	Title:		Trustee



	/s/ Anthony R. Bobulinski
	Anthony R. Bobulinski

[Signature Page to Waiver]

Acknowledged and agreed to:

ECHO GLOBAL LOGISTICS, INC.


By:	/s/ Orazio Buzza
Name:	Orazio Buzza
Title:	Chief Operating Officer

[Signature Page to Waiver]

Exhibit 10.1

ECHO GLOBAL LOGISTICS LLC

2005 STOCK OPTION PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment . Echo Global Logistics LLC 2005 Stock Option Plan (the “ Plan ”) is hereby established effective as of March 1, 2005.

1.2 Purpose . The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

1.3 Term of Plan . The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “ Board ” means the Board of Directors or Managers of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “ Board ” also means such Committee(s).

(b) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) “ Committee ” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(d) “ Company ” means Echo Global Logistics LLC, a Delaware corporation, or any successor corporation thereto.

(e) “ Consultant ” means any person, including an advisor, engaged by a Participating Company to render services other than as an Employee or a Director.

(f) “ Director ” means a member of the Board of Directors or Managers or of the board of directors of any other Participating Company.

(g) “ Disability ” means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Optionee’s position with the Participating Company Group because of the sickness or injury of the Optionee.

(h) “ Employee ” means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.

(i) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(j) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

(ii) If, on such date, there is no public market for the Stock, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(k) “ Incentive Stock Option ” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(l) “ Insider ” means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(m) “ Nonstatutory Stock Option ” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.

(n) “ Option ” means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(o) “ Option Agreement ” means a written agreement, including any related form of stock option grant agreement, between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof.

(p) “ Optionee ” means a person who has been granted one or more Options.

(q) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(r) “ Participating Company ” means the Company or any Parent Corporation or Subsidiary Corporation.

(s) “ Participating Company Group ” means, at any point in time, all corporations collectively which are then Participating Companies.

(t) “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(u) “ Securities Act ” means the Securities Act of 1933, as amended.

(v) “ Service ” means an Optionee’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. The Optionee’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee’s Service. Furthermore, an Optionee’s Service with the Participating Company Group shall not be deemed to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee’s Service shall be deemed to have terminated unless the Optionee’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee’s Option Agreement. The Optionee’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Optionee’s Service has terminated and the effective date of such termination.

(w) “ Stock ” means the common stock, shares, or units of the Company, as adjusted from time to time in accordance with Section 4.2.

(x) “ Subsidiary Corporation ” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(y) “ Ten Percent Owner Optionee ” means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

3.1 Administration by the Board . The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option.

3.2 Authority of Officers. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Administration with Respect to Insiders . With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.4 Powers of the Board . In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option;

(b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for

shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee’s termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Option Agreement;

(f) to amend, modify, extend, cancel, renew, reprice or otherwise adjust the exercise price of, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof;

(g) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee’s termination of Service with the Participating Company Group;

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and

(i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent consistent with the Plan and applicable law.

4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable . Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 3,330,000 shares and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee’s exercise price, the shares of Stock allocable to the unexercised portion of such Option or such repurchased shares of Stock shall again be available for issuance under the Plan.

4.2 Adjustments for Changes in Capital Structure . In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Options and in the exercise price per share of any outstanding Options. If a majority of the shares which are of the

same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the “ New Shares ”), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive.

5. ELIGIBILITY AND OPTION LIMITATIONS.

5.1 Persons Eligible for Options . Options may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Options are granted in connection with written offers of an employment or other service relationships with the Participating Company Group. Eligible persons may be granted more than one (1) Option.

5.2 Option Grant Restrictions . Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1.

5.3 Fair Market Value Limitation . To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

6. TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price . The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (c) no Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercise Period . Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company, and (d) with the exception of an Option granted to an officer, Director or Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective date of grant of such Option, subject to the Optionee’s continued Service. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall have a term of ten (10) years from the effective date of grant of the Option.

6.3 Payment of Exercise Price .

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the exercise price, (iii) by the assignment of

the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “ Cashless Exercise ”), (iv) by the Optionee’s promissory note in a form approved by the Company, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard forms of Option Agreement described in Section 7, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

(iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine at the time the Option is granted. The Board shall have the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations.

6.4 Tax Withholding . The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the Optionee, through

payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Optionee.

6.5 Repurchase Rights . Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Option is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

6.6 Effect of Termination of Service.

(a) Option Exercisability . Subject to earlier termination of the Option as otherwise provided herein, an Option shall be exercisable after an Optionee’s termination of Service as follows:

(i) Disability. If the Optionee’s Service with the Participating Company Group is terminated because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “ Option Expiration Date ”).

(ii) Death. If the Optionee’s Service with the Participating Company Group is terminated because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee’s legal representative or other person who acquired the right to exercise the Option by reason of the Optionee’s death at any time prior to the expiration of six (6) months (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date. The Optionee’s Service shall be deemed to have terminated on account of death if the Optionee dies within thirty (30) days (or such longer period of time as determined by the Board, in its discretion) after the Optionee’s termination of Service.

(iii) Other Termination of Service. If the Optionee’s Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee’s Service terminated, may be exercised by the Optionee within thirty (30) days (or such

longer period of time as determined by the Board, in its discretion) after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law . Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until thirty (30) days (or such longer period of time as determined by the Board, in its discretion) after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) Extension if Optionee Subject to Section 16(b ). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee’s termination of Service, or (iii) the Option Expiration Date.

7. STANDARD FORMS OF OPTION AGREEMENT.

7.1 General . Unless otherwise provided by the Board at the time the Option is granted, an Option shall comply with and be subject to the terms and conditions set forth in the standard forms of Option Agreement adopted by the Board concurrently with its adoption of the Plan and as amended from time to time.

7.2 Authority to Vary Terms . The Board shall have the authority from time to time to vary the terms of any of the standard forms of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan.

8. CHANGE IN CONTROL.

8.1 Definitions .

(a) An “ Ownership Change Event ” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

(b) A “ Change in Control ” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a “ Transaction ”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial

ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “ Transferee Corporation(s) ”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

8.2 Effect of Change in Control on Options . In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “ Acquiring Corporation ”), may either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. For purposes of this Section 8.2, an Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement.

9. PROVISION OF INFORMATION.

At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information.

10. NONTRANSFERABILITY OF OPTIONS.

During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution.

11. COMPLIANCE WITH SECURITIES LAW.

The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of federal, state and foreign law

with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

12. INDEMNIFICATION.

In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

13. TERMINATION OR AMENDMENT OF PLAN.

The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan may adversely affect any then outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

14. STOCKHOLDER APPROVAL.

The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “ Authorized Shares ”) shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board. Options granted prior to stockholder approval of the Plan or in excess of the Authorized Shares previously approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of the Plan or such increase in the Authorized Shares, as the case may be.

Exhibit 10.14

Execution Copy

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

Table of Contents

		Page

ARTICLE I PURCHASE AND SALE OF ASSETS		1
	1.1 Purchase and Sale of Assets	1
	1.2 Retained Assets	3
	1.3 Assumed Liabilities	3
	1.4 Retained Liabilities	4
	1.5 Purchase Price	4
	1.6 Earn-Out	5
	1.7 Restricted Stock; Escrow	8
	1.8 Allocation of Purchase Price	8
ARTICLE II CLOSING		8
	2.1 Time and Place	8
	2.2 Transactions at the Closing	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS		10
	3.1 Title	10
	3.2 Enforceability	10
	3.3 No Brokers	11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER		11
	4.1 Organization	11
	4.2 No Subsidiaries	11
	4.3 Capitalization	11
	4.4 Authorization; Consents	12
	4.5 Financial Statements	12
	4.6 Absence of Undisclosed Liabilities	12
	4.7 Litigation	13
	4.8 Insurance	13
	4.9 Intellectual Property	13
	4.10 Tax Matters	14
	4.11 Contracts; No Defaults	15
	4.12 Licenses and Permits; Compliance with Laws	16
	4.13 Employee Relations	17
	4.14 Employee Benefit Plans	17
	4.15 Obligations to Related Parties	19
	4.16 Powers of Attorney and Suretyships	19
	4.17 Title and Condition of Purchased Assets	20
	4.18 Real Property	20
	4.19 Environmental Matters	21
	4.20 Absence of Certain Changes	22
	4.21 Customers	23
	4.22 Vendors	23
	4.23 Accounts Receivable	23
	4.24 Accounts Payable	23
	4.25 Certain Payments	23
	4.26 No Brokers	23

	4.27 Disclosure	24
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		24
	5.1 Organization	24
	5.2 Authorization	24
	5.3 No Broker	24
	5.4 Financial Solvency	25
	5.5 Restricted Stock	25
ARTICLE VI PRE-CLOSING COVENANTS OF THE PARTIES		25
	6.1 Conduct of the Business	25
	6.2 Notices of Certain Events	26
	6.3 Other Filings	26
	6.4 Budget; Transition Plan	26
	6.5 Non-Competition Agreements	27
	6.6 Exclusivity	27
ARTICLE VII OTHER COVENANTS OF THE PARTIES		27
	7.1 Confidential Information; Non-Competition	27
	7.2 Publicity	28
	7.3 Access to Records	28
	7.4 Commercially Reasonable Efforts	28
ARTICLE VIII CONDITIONS TO CLOSING		29
	8.1 Conditions to the Obligations of each Party	29
	8.2 Conditions to the Obligations of the Purchaser	29
	8.3 Conditions to the Obligations of the Seller	29
ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS		30
	9.1 Survival of Representations, Warranties and Covenants of Seller and Shareholders	30
	9.2 Survival of Representations, Warranties and Covenants of the Purchaser	30
ARTICLE X INDEMNIFICATION		31
	10.1 Indemnification by Seller and Shareholders	31
	10.2 Indemnification by Purchaser	31
	10.3 Computation of Losses	32
	10.4 Claims for Indemnification	32
	10.5 Right of Set-Off	33
	10.6 Defense by the Indemnifying Party	33
	10.7 Payment of Indemnification Obligation	33
	10.8 Limitations	34
ARTICLE XI OTHER AGREEMENTS AND COVENANTS		34
	11.1 Transfer Taxes	34
	11.2 Required Consents	34
	11.3 Post-Closing Access to Records/Cooperation	35
	11.4 Bulk Sale Waiver and Indemnity	36
	11.5 Use of the Seller’s Name	36
ARTICLE XII EMPLOYEE MATTERS		36
	12.1 Offers of Employment	36
	12.2 Liabilities	37
	12.3 Severance	37
	12.4 Accrued Vacation Time	37

	12.5 Employee Benefit Plans	37
ARTICLE XIII TERMINATION		37
	13.1 Termination	37
	13.2 Effect of Termination	38
ARTICLE XIV MISCELLANEOUS		38
	14.1 Notices	38
	14.2 Entire Agreement	39
	14.3 Governing Law and Venue	40
	14.4 Binding Effect	40
	14.5 Counterparts	40
	14.6 Further Assurances	40
	14.7 Section Headings	40
	14.8 Gender; Tense, Etc	40
	14.9 Severability	41
	14.10 No Third Party Rights	41
	14.11 Expenses	41
	14.12 Amendments; No Waivers	41
	14.13 No Strict Construction	42
	14.14 Guaranty	42

iii

ASSET PURCHASE AGREEMENT

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 ”).

RECITALS

A. WHEREAS, the Seller provides brokerage and third party logistics services in the commercial trucking market (the “ Business ”); and

B. WHEREAS, the Shareholders own, and are the holders of, all of the issued and outstanding stock of the Seller (collectively, the “ Shares ”);

C. WHEREAS, Purchaser is a wholly-owned subsidiary of Echo; and

D. WHEREAS, the Purchaser wishes to purchase from Seller, and Seller wishes to sell to Purchaser, the Purchased Assets, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF ASSETS

1.1 Purchase and Sale of Assets . Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties herein set forth, at the Closing (as defined herein), Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from Seller, all of the Purchased Assets (as defined herein), free and clear of any and all Liens and Encumbrances (as defined herein). The term “ Purchased Assets ” shall mean all of the right, title and interest in, to and under the assets, properties and business of Seller used or held for use in the conduct of or in connection with the Business, whether tangible or intangible, real, personal or mixed, and wherever located (but excluding the Retained Assets), as the same shall exist on the Closing Date, including, without limitation, the following:

(a) Seller’s rights to the Leased Real Property (as defined in Section 4.18 below) and all other rights, if any, under the leases related thereto;

(b) all tangible assets (“ Tangible Personal Property ”), including machinery, equipment, tools, appliances, furniture, office supplies, office equipment, fixtures, computers

and printers, telephone systems, telecopiers and photocopiers, and other tangible personal property of every kind and description, which are used or useable in, or relating to, the Business, including, without limitation, those items listed on Schedule 1.1(b)(A) to this Agreement, and all leases or subleases of any such Tangible Personal Property as to which Seller is the lessee or sublessee, together with any options to purchase the underlying property, including, without limitation, those leases and subleases listed on Schedule 1.1(b)(B) to this Agreement (the “ Personal Property Leases ”);

(c) all inventories of Seller, including all inventories of raw materials, work-in-process, parts, supplies, samples and finished goods merchandise, wherever located;

(d) all accounts receivable, notes, contract or other rights to payment for goods sold or services rendered (the “ Accounts Receivable ”);

(e) all of Seller’s right, title and interest in, to or under the Contracts (as defined below), including but not limited to those Contracts (i) described on Schedule 4.11 or (ii) which relate to the Business and are not required to be listed on Schedule 4.11 in accordance with the provisions of Section 4.11 below (collectively, the “ Assigned Contracts ”);

(f) all of Seller’s right, title and interest in, to or under any and all Intellectual Property (as defined in Section 4.9 below);

(g) all Permits (as defined in Section 4.12 below) of Seller used in connection with, or otherwise related to, the Business to the extent transferable or assignable to Purchaser;

(h) all Employee Benefit Plans listed on Schedule 1.1(h) to this Agreement (collectively, the “ Transferred Plans ”) and all assets held in Transferred Plans;

(i) all books of account, ledgers, forms, records, documents, files, invoices, vendor or supplier lists, reference materials, price guides, business records (excluding tax returns, corporate minute books, stock ownership records and similar records relating to the organization, maintenance and existence of Seller as corporations), plans and other data relating to the ownership, use, maintenance or enjoyment of the Purchased Assets or the operation of the Business and that are owned by Seller (collectively, the “ Records ”); provided , however , that the Shareholders may retain copies of and have access to such Records as necessary to enable the Shareholders to fulfill their Tax filing, regulatory or statutory obligations after the Closing Date;

(j) all prepaid expenses, deposits and advance payments of Seller relating to the Business and all rights of Seller to receive discounts, refunds, reimbursements, rebates, awards and the like;

(k) Seller’s goodwill related to the Business;

(l) all of Seller’s right, title and interest in any action, claim and cause of action or rights of recovery or set-off of every kind and character related to the Purchased Assets, including those arising under or pursuant to any warranty, guarantee or indemnity;

(m) all deposits held by Seller with respect to services to be performed or products to be delivered after the Closing;

(n) any cash and cash equivalents and marketable securities of Seller, together with Seller’s rights in and to any and all bank accounts;

(o) all other properties, assets and rights of every kind, character or description which are owned or used by Seller in conducting its Business and that are not Retained Assets; and

(p) all causes of action and rights of recovery with respect to any of the foregoing.

1.2 Retained Assets . Notwithstanding anything in this Agreement to the contrary, Seller is retaining ownership and possession of, and Seller is not selling, transferring, conveying, assigning or delivering to Purchaser any right, title or interest of Seller in, to or under any of the following assets (the “ Retained Assets ”) of Seller: (a) any assets identified on Schedule 1.2(a) to this Agreement; (b) any Employee Benefit Plan that is not a Transferred Plan; (c) Tax records including tax returns, minute books and other documents of Seller relating to its maintenance and existence; (d) Tax refunds, assessments or charges due to Seller; (e) all of Seller’s right, title and interest in, to or under any Contract or Permit to the extent not assigned by Seller to Purchaser in accordance with the terms of this Agreement; (f) all of Seller’s right, title and interest in the policies of insurance maintained by Seller in connection with, or otherwise related to, the Business or its employees, together with all benefits, proceeds and premium prepayments or refunds payable or paid thereunder or with respect thereto, including but not limited to, proceeds of insurance policies that relate to claims based on events prior to the Closing; (g) all of Seller’s rights under this Agreement, including payments to be made to Seller hereunder, and any other agreement delivered in connection herewith; (h) all claims, rights or causes of action related to any Retained Asset or Retained Liability; and (i) the Seller’s bank accounts.

1.3 Assumed Liabilities . As additional consideration for the purchase of the Purchased Assets, Purchaser shall, on the Closing Date, by its execution and delivery of the Assumption Agreement, assume and agree to pay, discharge, satisfy and perform only the following Liabilities (as defined in Section 4.6 hereof) of Seller relating to the Business (collectively, the “ Assumed Liabilities ”): (a) the Liabilities of Seller under the Assigned Contracts that by their terms are to be paid, discharged, satisfied or performed or completed at any time on and after the Closing Date ( provided , however , Purchaser is not assuming any Liabilities of Seller in respect of a breach of or default under any assigned Contract that occurs prior to the Closing Date to the extent Seller knows of such default or breach as of the Closing Date and such default or breach is disclosed on Schedule 4.11 to this Agreement); (b) Seller’s Liabilities relating to the Business that are clearly set forth on Schedule 1.3 to this Agreement, but only to the extent of the monetary amount of such obligations or liabilities so reflected; (c) any Liabilities under or with respect to any Transferred Plan; (d) any Assumed Taxes; (e) all obligations of Seller under the Leased Real Property arising and to be performed only on or after the Closing Date; and (f) all obligations of Seller under the Personal Property Leases arising and to be performed only on or after the Closing Date . For purposes of this Agreement, “ Assumed Taxes ” shall mean (i) real and personal property Taxes related to the Purchased Assets for periods (or portions thereof) ending at or before the Closing Date, to the extent that such Taxes

are not yet due and payable at or before the Closing Date and are clearly set forth on Schedule 1.3 to this Agreement, and (ii) withholdings, payroll, employment, social security, or similar Taxes related to any Hired Employee for periods (or portions thereof) ending at or before the Closing Date to the extent such Taxes are not yet due and payable at or before the Closing Date and are clearly set forth on Schedule 1.3 to this Agreement.

1.4 Retained Liabilities . All Liabilities other than the Assumed Liabilities shall remain Liabilities of Seller, and Purchaser shall not assume or pay any Liabilities (including any future legal actions) relating to or arising out of the ownership, conduct or operation of the Business or the Purchased Assets on or prior to the Closing Date or otherwise arising out of events occurring or conditions existing on or prior to the Closing Date, other than the Assumed Liabilities (the “ Retained Liabilities ”). Except as otherwise expressly provided in Section 1.3 above, the Purchaser does not assume or agree to be liable for any Retained Liabilities, including without limitation, (i) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability) for Taxes related to the Retained Assets, the Business or any Hired Employee (other than the Assumed Taxes) for periods (or portions thereof) ending on or before the Closing Date, (ii) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability) for income Taxes or Taxes that are unrelated to the Purchased Assets, the Business or any Hired Employee (including without limitation, any sales Taxes payable with respect to accounts receivable collected by Seller prior to the Closing and not being acquired by Purchaser hereunder), (iv) any Liability under any Contract not assumed by the Purchaser under Section 1.3(a) above, (v) any Liability (including certain notes and accounts payable) listed on Schedule 1.3 under the heading “Liabilities not to be Assumed,” (vi) any Liability under or with respect to any Employee Benefit Plan that is not a Transferred Plan, (vii) any Liability arising out of any claim, cause of action, proceeding or other litigation (whether brought against Seller or Purchaser before or after the Closing) arising, in whole or in part, from the conduct of the business of Seller prior to or after the Closing , (viii) any costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein, (ix) any Liability of Seller to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, (x) any Liability of Seller to its current or former shareholders, (in their capacities as such as contrasted to their capacity as employees) or to any other affiliate of Seller, (xi) any Liability of Seller to the extent relating to any Retained Asset, (xii) any indebtedness for borrowed money or for the deferred purchase price of property or services (but excluding accounts payable and accrued expenses incurred in the ordinary course of business), any obligations evidenced by notes, bonds, debentures or similar instruments, any capital lease obligations, any guarantees of such indebtedness or obligations, and any overdrafts or similar obligations, (xiii) any Liability of Seller for accrued dividends, interest and shareholder and employee bonuses, or (xiv) Seller’s obligations under this Agreement and any other agreement delivered in connection herewith. Seller shall remain solely responsible for all Retained Liabilities.

1.5 Purchase Price . The total purchase price for the Purchased Assets (the “ Purchase Price ”) shall be paid in such amount and at such times as follows:

(a) the aggregate amount necessary to pay-off the lenders listed on Schedule 1.3 under the heading “Liabilities not to be Assumed” (collectively, the “ Pay-Off Amount ”), as evidenced by a pay-off letter from each such lender indicating that upon payment of a specified amount, such lender shall release its Liens and Encumbrances on, and agree to execute UCC Termination Statements and such other documents necessary to release of record its Liens and Encumbrances on, the assets and properties of Seller, to be paid in cash at Closing by wire transfer of immediately available funds to each such lender;

(b) an amount equal to $4,250,000 less the Pay-Off Amount (the “ Closing Date Purchase Price ”), to be paid in cash at Closing by wire transfer of immediately available funds to an account or accounts designated in writing by the Shareholders; plus

(c) an additional amount up to $6,450,000, to be paid in cash pursuant to Section 1.6 hereof; plus

(d) the issuance of 550,000 shares of Common Stock of Echo (the “ Restricted Stock ”) pursuant to Section 1.7 hereof.

1.6 Earn-Out .

(a) For the purposes of this Section 1.6 , the following terms shall have the meanings set forth below:

“ Adjusted Gross Profit ” shall mean (i) all revenues generated by Seller or the Business, which revenue is determined on an accrual basis in accordance with generally accepted accounting principles, consistently applied, less (ii) all Costs of Goods Sold related to such revenues, less (iii) any sales commissions paid by Seller or the Business with respect to such revenues.

“ Costs of Goods Sold ” shall mean all purchased transportation costs (including without limitation, fuel costs, accessorials and surcharges) incurred by Seller or the Business, determined in accordance with generally accepted accounting principles, consistently applied; provided , that commissions, salaries, employee benefits, travel, entertainment or other expenses incurred in promoting or selling products, general and administrative expenses, depreciation, amortization, corporate overhead or other inter-company charges among the Purchaser and its subsidiaries or affiliates, and expenses incurred in connection with the technology transition contemplated by Section 1.6(g) hereof shall not be included in Costs of Goods Sold.

“ Cumulative Adjusted Gross Profit ” shall mean Adjusted Gross Profit generated from the Closing Date through and including October 31, 2010.

“ Earn-Out Period ” shall mean the period beginning on the date of the execution of this Agreement and ending at the earliest to occur of (i) each of the payments payable by Purchaser to Seller pursuant to Sections 1.6(b) , 1.6(c) and 1.6(d) shall have been paid and (ii) May 31, 2012.

(b) Purchaser shall pay Seller up to $950,000, in cash, payable upon the achievement by Seller of Adjusted Gross Profit as follows:

(i) Upon Adjusted Gross Profit equaling or exceeding $2,600,000 for the twelve (12) month period beginning June 1, 2007 and ending May 31, 2008, Purchaser shall pay Seller an amount equal to $250,000;

(ii) Upon Adjusted Gross Profit equaling or exceeding $2,600,000 for the twelve (12) month period beginning June 1, 2008 and ending May 31, 2009, Purchaser shall pay Seller an amount equal to $350,000; and

(iii) Upon Adjusted Gross Profit equaling or exceeding $2,600,000 for the twelve (12) month period beginning June 1, 2009 and ending May 31, 2010, Purchaser shall pay Seller an amount equal to $350,000.

(c) Purchaser shall pay Seller up to $3,500,000, in cash, payable upon the achievement by Seller of Cumulative Adjusted Gross Profit as follows:

(i) Upon Cumulative Adjusted Gross Profit equaling or exceeding $10,000,000 on or prior to May 31, 2010, Purchaser shall pay Seller an amount equal to $1,000,000;

(ii) Upon Cumulative Adjusted Gross Profit equaling or exceeding $12,000,000 on or prior to May 31, 2010, Purchaser shall pay Seller an amount equal to $1,000,000; and

(iii) Upon Cumulative Adjusted Gross Profit equaling or exceeding $15,000,000 on or prior to October 31, 2010, Purchaser shall pay Seller an amount equal to $1,500,000.

(d) In addition to the payments, if any, pursuant to Sections 1.6(b) and 1.6(c) , in the event that (i) the Adjusted Gross Profit equals or exceeds $8,300,000 for the twelve (12) month period beginning June 1, 2010 and ending May 31, 2011, Purchaser shall pay Seller an amount equal to $1,000,000, and (ii) the Adjusted Gross Profit equals or exceeds $8,300,000 for the twelve (12) month period beginning June 1, 2011 and ending May 31, 2012, Purchaser shall pay Seller an amount equal to $1,000,000.

(e) Until the end of the Earn-Out Period, Purchaser shall maintain separate books and records of Seller, including but not limited to, separate quarterly profit and loss statements and balance sheets of Seller, so as to make calculation of Adjusted Gross Profit feasible and verifiable. Within sixty (60) days after each anniversary of the Closing Date, Purchaser shall provide to the Seller a statement of the Adjusted Gross Profit for the applicable period (the “ Earn-Out Statement ”). Purchaser shall provide to the Seller and his representatives copies of such records and work papers created in connection with preparation of the Earn-Out Statement which are reasonably required to support such Earn-Out Statement. Seller and its representatives shall have the right to inspect Purchaser’s books and records during business hours upon reasonable prior notice and solely for purposes reasonably related to the determination of Adjusted Gross Profit. Upon receipt of each such Earn-Out Statement, Seller shall be entitled to

object to the calculation of Adjusted Gross Profit by delivery to Purchaser of a notice of objections thereto (a “ Notice of Objection ”), in reasonable detail describing the nature of the disagreement asserted. If Seller fails to deliver a Notice of Objection to Purchaser within twenty (20) days following receipt of the Earn-Out Statement, the determination of Adjusted Gross Profit by the Purchaser as set forth in the Earn-Out Statement shall be final and binding on the parties hereto. If Seller and Purchaser are unable to reconcile their differences in writing within twenty (20) days after a Notice of Objection is delivered by Seller, the items in dispute shall be submitted to Crowe Chizek and Company LLP (the “ Independent Accountants ”). The determination of Independent Accountants shall be set forth in writing and shall be conclusive and binding upon the parties, and the fees, costs and expenses of such Independent Accountants shall be paid by the non-prevailing party. The Independent Accountants shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as the Seller and Purchaser may agree) to resolve all items in dispute. If Seller in its discretion gives written notification of its acceptance of an Earn-Out Statement prior to the end of such 30-day period, such Earn-Out Statement shall thereupon become binding, final and conclusive upon all the parties hereto.

(f) Purchaser shall pay Seller the amount shown as due on the Earn-Out Statement within fifteen (15) days of a final determination that an Adjusted Gross Profit target has been achieved pursuant to Section 1.6(b) , 1.6(c) or 1.6(d) by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller.

(g) Notwithstanding anything in this Agreement to the contrary, except as expressly set forth in this Section 1.6 , or as required by the Purchaser’s implied contractual covenant of good faith and fair dealing, this Agreement shall impose no restrictions on the operation of the Business or Seller by the Purchaser following the Closing or on the operations, business or activities of the Purchaser following the Closing; provided , however , that in the event that Purchaser acts in an arbitrary or commercially unreasonable manner in the conduct or operation of the Business that is reasonably likely to materially interfere with the achievement by the Companies of the earn-out targets set forth in Sections 1.6(b) , 1.6(c) and 1.6(d) , Seller and Purchaser shall use good faith efforts to make an equitable adjustment to the applicable earn-out targets to compensate for the adverse effect of such action(s) on the achievement by Seller of such earn-out targets. In the event Purchaser and Seller cannot agree on such equitable adjustment within thirty (30) days, the Independent Accountants will receive the items or amounts in dispute and compute such adjustment. Such determination shall be made in writing within thirty (30) days after the date on which the Independent Accountants begin their review and shall be conclusive and binding on the parties. The fees, costs and expenses of the Independent Accountants shall be paid by the party whose calculation of the equitable adjustment is further from the Independent Accountants’ calculation. Without limiting the foregoing, Seller acknowledges and agrees that after the Closing, (i) Purchaser may operate the Business under the name “Echo Global,” (ii) all financial statements, billing matters, payment of accounts payables, collections of accounts receivables, bank accounts, credit facilities and other financial operations or activities of the Business will be consolidated with the Purchaser, (iii) Seller will transition to using the Purchaser’s operational and financial technology, and in connection with such transition, Purchaser shall use its commercially reasonable efforts to insure that no material deterioration in the timeliness and accuracy of order processing, job tracking, billing, collections or the availability of budgeted operating capital results from such transition,

and (iv) the Purchaser may, in its sole discretion, dissolve or terminate Seller and operate the Business as a division of the Purchaser.

1.7 Restricted Stock; Escrow . In connection with the issuance of the Restricted Stock to Seller, Echo and Seller shall enter into a Restricted Stock Agreement in the form attached hereto as Exhibit A (the “ Restricted Stock Agreement ”). To secure the obligations of Seller and the Shareholders under Article X hereof, the Restricted Stock shall be issued to Seller and the stock certificates evidencing such Restricted Stock, together with the Restricted Stock Agreement, the Voting Agreement Joinder and the Co-Sale Agreement Joinder (collectively, the “ Escrow Property ”), shall be held by Purchaser in escrow for a period of eighteen (18) months after the Closing Date. The Escrow Property shall be released by Purchaser to Seller, less an amount (based on the fair market value of the Restricted Stock as of the date of this Agreement) equal to any Losses incurred or suffered by Purchaser for which Purchaser is entitled to indemnification under Article X . The parties acknowledge and agree that the fair market value of the Restricted Stock as of the date of this Agreement is equal to $1.28 per share. Purchaser shall release to Seller the Escrow Property (or the portion thereof as shall be due and payable to Seller) upon the later of (i) the date which is eighteen (18) months after the Closing Date and (ii) the final resolution of any claim for indemnification by Purchaser under Article X which had been made by Purchaser prior to the date which is eighteen (18) months after the Closing Date. Any investment earnings (including cash or stock dividends) on the Escrow Property shall be added to and become a part of the Escrow Property. All income earned on property (whether or not distributed) shall be taxable to Seller, and Purchaser shall report to the Internal Revenue Service, as of each calendar year-end, all income earned from the investment of any amounts held in the Escrow Property against Seller.

1.8 Allocation of Purchase Price . The Purchase Price (and all relevant Assumed Liabilities and other relevant items) shall be allocated among the Purchased Assets and the Restrictive Covenants set forth in Section 7.1 below (the “ Purchase Price Allocation ”) in accordance with Schedule 1.8 to this Agreement. The Purchase Price Allocation shall be prepared in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the methodology set forth on Schedule 1.8 to this Agreement. The parties shall make consistent use of the allocation, fair market value and useful lives specified on Schedule 1.8 to this Agreement for all Tax reporting purposes and agree to report the transactions in accordance with the Purchase Price Allocation.

ARTICLE II
CLOSING

2.1 Time and Place . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois at 10:00 a.m. local time on or before May 31, 2007, or at such other time and place as Purchaser and Seller mutually agree (the “ Closing Date ”).

2.2 Transactions at the Closing . At the Closing, the parties shall take the following actions, which shall be deemed to occur simultaneously at the Closing:

(a) Purchaser shall take the following actions:

(i) deliver to Seller the Closing Date Purchase Price by means of wire transfer of immediately available funds into one or more bank accounts designated in writing by the Seller to Purchaser prior to the Closing Date; and

(ii) deliver to Seller the following:

(A) an Assumption Agreement, in substantially the form attached hereto as Exhibit B , duly executed by Purchaser and reflecting the assumption of the Assumed Liabilities;

(B) a copy of the resolutions duly adopted by the Board of Directors of Echo, as the sole member of Purchaser, certified by the Secretary thereof, authorizing the execution, delivery and performance of this Agreement by Purchaser and the issuance and delivery of the Restricted Stock by Echo;

(C) a certificate of an officer of the Purchaser as to the incumbency of the officers authorized to execute this Agreement on behalf of the Purchaser;

(D) a certificate from the Secretary of State of the State of Delaware as to the good standing of the Purchaser;

(E) the certificate required to be delivered pursuant to Section 8.3(a) ;

(F) an employment agreement between the Purchaser and Walter Buster Schwab, in substantially the form attached hereto as Exhibit C (the “ Schwab Employment Agreement ”);

(G) an employment agreement between the Purchaser and Ryan Renne, in substantially the form attached hereto as Exhibit D (the “ Renne Employment Agreement ” and together with the Schwab Employment Agreement, the “ Employment Agreements ”); and

(H) such other documents or certificates as are deemed reasonably necessary by Seller and its counsel.

(b) Seller shall deliver to Purchaser the following:

(i) a Bill of Sale and Assignment Agreement, in substantially the form attached hereto as Exhibit E, duly executed by Seller;

(ii) a copy of the resolutions duly adopted by Seller, certified by the Secretary thereof, authorizing the execution, delivery and performance of this Agreement;

(iii) a certificate of an officer of Seller as to the incumbency of its officers authorized to execute this Agreement on behalf of Seller;

(iv) a certificate from the Secretary of State of the State of Utah as to the good standing of Seller;

(v) the certificate required to be delivered pursuant to Section 8.2(a) ;

(vi) each of the consents required to be obtained from third parties as identified under Section 4.4 of this Agreement;

(vii) each of the Employment Agreements;

(viii) a joinder or other instrument of accession to the Voting Agreement of Echo (the “ Voting Agreement Joinder ”);

(ix) a joinder or other instrument of accession to the Co-Sale Agreement of Echo (the “ Co-Sale Agreement Joinder ”);

(x) copies of the non-competition agreements required to be delivered pursuant to Section 6.5 ;

(xi) an opinion of Hitchcock, Bowman & Schachter, counsel for the Seller and the Shareholders, dated the Closing Date and substantially in the form attached hereto as Exhibit F ;

(xii) A certificate, duly completed and executed by Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and

(xiii) such other documents or certificates as are deemed reasonably necessary by the Purchaser and its counsel.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each of the Shareholders hereby, severally and not jointly, represents and warrants to the Purchaser as follows:

3.1 Title . Such Shareholder has good and marketable title to the Shares owned by such Shareholder. Such Shares are free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever (“ Liens and Encumbrances ”).

3.2 Enforceability . This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which such Shareholder is a party constitute the valid and legally binding obligations of such Shareholder, enforceable against him in accordance with their respective terms (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally). The execution, delivery and performance by such Shareholder of this Agreement and the agreements provided for herein, and the consummation by such Shareholder of the transactions contemplated hereby and thereby, will not, with or without the giving of

notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to such Shareholder, (b) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to such Shareholder, or (c) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of such Shareholder pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which such Shareholder is a party or by which he is or may be bound.

3.3 No Brokers . No broker, finder, agent or similar intermediary has acted for or on behalf of such Shareholder in connection with this Agreement or the transactions contemplated hereby, and no other broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with such Shareholder.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

Each of Seller and the Shareholders, jointly and severally, hereby represents and warrants to the Purchaser as follows:

4.1 Organization . Seller is a corporation duly organized, validly existing and in good standing under the corporation laws of the State of Utah, and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. Seller is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on Seller or its business, properties, assets or condition. A list of the jurisdictions where Seller is so qualified is set forth on Schedule 4.1 .

4.2 No Subsidiaries. Except as set forth on Schedule 4.2 , Seller has no subsidiaries and has not made any advance to, or investment in, any securities of, or acquired any other equity interest in, any business entity, enterprise or organization, public or private.

4.3 Capitalization . The Shares constitute all of the issued and outstanding shares of capital stock of Seller and are owned and held of record by the Shareholders, free and clear of all Liens or Encumbrances. All of the Shares have been, and on the Closing Date will be, duly and validly issued and are, or will be on such date, fully paid. There are not, and on the Closing Date there will not be, outstanding (i) any options, warrants or other rights to purchase from Seller any securities of Seller, (ii) any securities convertible into or exchangeable for securities of Seller, or (iii) any other commitments of any kind for the issuance of securities of Seller or options, warrants or other securities of Seller. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Seller. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock or equity securities of Seller. Except as set forth on Schedule 4.3 , as of the Closing, Seller does

not have any outstanding indebtedness to any lender for borrowed money.

4.4 Authorization; Consents . The execution and delivery by Seller of this Agreement and the agreements provided for herein, and the consummation by Seller of all transactions contemplated hereunder and thereunder, have been duly authorized by all requisite corporate or limited liability company action, as applicable. This Agreement has been duly executed by Seller. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which Seller is a party constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally). The execution, delivery and performance by Seller of this Agreement and the agreements provided for herein, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to Seller, (b) violate the provisions of the Articles of Incorporation or Bylaws of Seller, as applicable, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to Seller, or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of Seller pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which Seller is a party or by which Seller is or may be bound, except as set forth on Schedule 4.4 . Except as set forth on Schedule 4.4 , no filing, declaration or registration with, or consent, approval, order or authorization of, any governmental authority or other person is required to be made or obtained by Seller or any Shareholder in connection with the consummation by Seller or any Shareholder of the transactions contemplated by this Agreement or by any other agreement delivered in connection herewith by Seller or any Shareholder.

4.5 Financial Statements . Seller has delivered to Purchaser the unaudited financial statements of Seller as of December 31, 2006 and December 31, 2005, and the related statements of income and cash flow for the fiscal years then ended (collectively, the “ Year End Financial Statements ”) and the unaudited balance sheet of Seller (the “ Current Balance Sheet ”) as of April 30, 2007 (the “ Current Balance Sheet Date ”) and the related statement of income and cash flow of Seller for the two-month period then ended (collectively, the “ Current Financial Statements ”). The Year End Financial Statements and the Current Financial Statements are herein collectively referred to as the “ Financial Statements .” The Financial Statements have been prepared in accordance with GAAP applied consistent with past practices, are complete and correct in all material respects and present fairly as of their respective dates the financial condition, retained earnings, cash flows and the results of operations of the Companies’ business for the periods indicated, except, in the case of the Current Financial Statements, for year-end adjustments and the failure to include footnotes and approvals of third parties that are required in connection with the consummation by the Companies of the transactions contemplated by this Agreement.

4.6 Absence of Undisclosed Liabilities. Seller has no debts, liabilities or obligations

of any nature, whether accrued, secured, unsecured, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise (collectively, “ Liabilities ”), except and to the extent (i) clearly and accurately reflected and accrued for or fully reserved against in the Current Balance Sheet, (ii) incurred in the ordinary course of business since December 31, 2006 (but not obligations or liabilities that result from, arise out of or are attributable to, any breach of such Contract if such breach occurred prior to the Closing and Seller is aware of such breach and have disclosed such breach on Schedule 4.4 ), and (iii) set forth on Schedule 4.6 .

4.7 Litigation. Except as set forth on Schedule 4.7 , (a) there is no action, suit, claim, proceeding or investigation to which Seller is a party pending or, to the Seller’s Knowledge, threatened before any court or governmental agency, authority, body or arbitrator, (b) Seller has not been permanently or temporarily enjoined by any order, writ, injunction, judgment or decree of any court or governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the Business or the assets or properties of Seller, and (c) there is not in existence on the date hereof any order, writ, injunction, judgment or decree of any court, tribunal or agency relating in any way to Seller or enjoining or requiring Seller to take any action of any kind with respect to the Business or its assets or properties. There is no action, suit, claim, proceeding or investigation by Seller currently pending or that Seller intends to initiate relating in any way to Seller or the Business. For purposes of this Agreement, “ Knowledge ” or words of similar import shall mean the facts or other information that are actually known by Seller or the Shareholders and that Seller or any Shareholder should be reasonably expected to know after due inquiry as of the date of this Agreement.

4.8 Insurance. Schedule 4.8 sets forth a list of all insurance policies maintained by Seller, specifying the type of coverage, the amount of coverage, the insurer and the expiration date of each such policy (collectively, the “ Insurance Policies ”) and all claims under such Insurance Policies since January 1, 2006 in excess of $10,000. Each Insurance Policy is in good standing, valid and subsisting, and in full force and effect in accordance with its terms and, collectively, such Insurance Policies are reasonably adequate and customary for the conduct of the Business. All premiums due on the Insurance Policies or renewals thereof have been paid and there is no default under any of the Insurance Policies. Seller not has received any notice or other communication from any issuer of the Insurance Policies since January 1, 2006 validly canceling or amending any of the Insurance Policies, increasing any deductibles or retained amounts thereunder, and, to the Seller’s Knowledge, no such cancellation, amendment or increase of deductibles, retainages or premiums is threatened.

4.9 Intellectual Property . Schedule 4.9 sets forth an accurate and complete list of all Intellectual Property. Except as otherwise disclosed in Schedule 4.9 : (i) Seller is the owner of all right, title and interest in and to its Intellectual Property (excluding any Intellectual Property which Seller licenses or otherwise has rights to use) free and clear of all Liens and Encumbrances; (ii) Seller has the right and authority to use its Intellectual Property in connection with the conduct of its business in the manner presently conducted; and (iii) Seller has not received written notice of a pleading or threatened claim, interference action or other judicial or adversarial proceeding against Seller that any of Seller’s operations, activities, products, services or publications infringes any patent, trademark, trade name, copyright, trade secret or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or property rights of others. The term “ Intellectual Property ” means all

intellectual property owned or licensed by, or used in the business of, Seller, including (i) all registered and unregistered trade names, trade marks, logos, service marks and trade mark and service mark applications, together with all goodwill associated with any of the foregoing and all registrations and applications therefore, (ii) all patents, patent applications and inventions and discoveries that may be patentable, (iii) all registered and unregistered copyrights in both published and unpublished works and applications for registration thereof, (iv) all know-how, trade secrets, or confidential or proprietary information, customer and supplier lists and information, software (other than commercially available, off-the-shelf software), process technology, technical information, drawings and plans, financial, marketing and business data, pricing and cost information, and business and marketing plans, and (v) all rights in internet web sites or protocol addresses, internet domain names and registration rights, uniform resource locators, and related security passwords or codes.

4.10 Tax Matters. Seller has complied in all material respects with all laws relating to Taxes and has timely filed or caused to be timely filed all returns, statements, schedules, reports, and other information required to be filed with any governmental authority or third party (collectively, “ Tax Returns ” ) with respect to any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, property, social security, environmental (including Code section 59A), alternative or add-on, value added, registration, windfall profits or other tax or customs duties or amount imposed by any governmental or taxing authority, or any interest, penalties, additions to tax or other additional amounts incurred or accrued under applicable tax law or properly assessed or charged by any governmental or taxing authority (collectively, “ Taxes ” ). All such Tax Returns were true, correct and complete in all material respects. All Taxes of Seller due and payable (whether or not shown as due on a Tax return) have been paid. There are no unpaid assessments for additional Taxes of Seller for any period, and to the Knowledge of Seller, there is no basis therefor. There are no liens for Taxes on any assets of Seller, other than liens for Taxes not yet due and payable. Seller has (i) withheld all required amounts from its employees, agents, contractors, nonresidents, and other persons and remitted such amounts to the proper agencies in accordance with all applicable laws; (ii) paid all employer contributions and premiums; and (iii) filed all federal, state, local and foreign returns and reports with respect to employee income Tax withholding, social security Taxes and premiums, and unemployment Taxes and premiums, all in compliance with the Code (and other applicable federal, state, local or foreign laws) as in effect for the applicable year. No federal, state, local or foreign Tax audits or other administrative proceedings, discussions or court proceedings are presently in progress or pending, or to the Knowledge of Seller, threatened with regard to any Taxes or Tax Returns of Seller. Seller has duly elected to be treated as an S corporation pursuant to Code section 1362(a) and the laws of each State in which Seller conducts business, effective as of its date of incorporation. This election is currently effective. No event has occurred (or fact has existed) that would cause Seller not to initially qualify as an S corporation under Code section 1361(a) or which would terminate Seller’s S corporation status (other than the transaction contemplated by this Agreement). No taxing authority has challenged the effectiveness of this election. Seller has not incurred (and has no potential for) any liability for income Taxes (including, without limitation, under Code section 1374) on the sale or other disposition of its assets (whether actual or deemed). There is no contract, agreement, plan or arrangement covering any employee or former employee or independent contractor or former independent contractor of Seller that,

individually or collectively, could give rise to a payment by Purchaser (or the provision by Seller of any other benefit such as accelerated vesting) that would not be deductible by reason of Code section 280G or subject to an excise tax under Code section 4999. Seller has no indemnity obligation for any excise taxes imposed under Code section 4999.

4.11 Contracts; No Defaults .

(a) Schedule 4.11 contains a true, complete and correct list of the following contracts and agreements, whether written or oral (collectively, the “ Contracts ”):

(i) all agreements relating to the acquisition or divestiture of capital stock or other equity securities, assets or business of any person or entity;

(ii) all agreements for the employment of any officer, individual employee or other person on a full-time or consulting basis (other than contracts for at will employment that are not in writing);

(iii) all loan agreements, promissory notes, indentures, mortgages and guarantees to which Seller is a party or by which Seller is bound;

(iv) all pledges, conditional sale or title retention agreements, security agreements (including but not limited to maintenance agreements), equipment leases and other equipment obligations, other personal property leases and lease purchase agreements to which Seller is a party or by which Seller or any of its property is bound, and all leases of personal property, whether operating, capital or otherwise, under which Seller is lessor or lessee;

(v) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller is a party or by which Seller or any of its property is bound which either (1) involve payments or receipts by Seller of more than $25,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto, other than for purchases or sales of inventory in the ordinary course of Seller’s business, or (2) may adversely effect the condition (financial or otherwise) or the properties, assets, business or prospects of Seller;

(vi) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee unit option or unit purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which Seller is a party;

(vii) all agency, distributor, sales representative, franchise or similar agreements to which Seller is a party;

(viii) all contracts, agreements or other understandings or arrangements between Seller and any of its affiliates (as such term is defined in the Securities Act of 1933, as amended, and the regulations promulgated thereunder);

(ix) all Leases to which Seller is a party; and

(x) all agreements or contracts entered into outside the ordinary course of Seller’s business and any other material agreements or contracts entered into by Seller.

(b) Except as set forth on Schedule 4.11 :

(i) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally);

(ii) Seller has fulfilled all obligations required pursuant to the Contracts to have been performed by Seller on its part prior to the date hereof;

(iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a breach or default, result in a loss of rights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto;

(iv) to the Knowledge of Seller, no other party to any Contract has breached in any material respect any provision or is in material default under any Contract; and

(v) no consent, authorization or approval is required under any Contract in connection with the consummation of the transactions contemplated by this Agreement.

(c) Except as set forth on Schedule 4.4 or Schedule 4.11 , the continuation, validity and effectiveness of each Contract will not be affected by the consummation of the transactions contemplated hereunder. Except as set forth on Schedule 4.11 , there are no pending renegotiations of any of the Contracts and Seller not has received written notice from, and Seller has no Knowledge that a party to any Contract intends to, terminate, cancel or materially change the terms of, any such Contract.

(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) to any stockholder, director, manager, member or employee of Seller from Seller becoming due, materially increasing or accelerating.

4.12 Licenses and Permits; Compliance with Laws . Schedule 4.12 sets forth a complete and correct list of all licenses, franchises, permits, operating authorities, state operating licenses or registrations and other interstate, intrastate, national or international regulatory licenses and other governmental authorizations held by Seller as of the date hereof relating to the Business (collectively, “ Permits ”). Such Permits (or, if renewed after the date hereof, such renewals) are valid and in effect and Seller has not received any written notice that any governmental authority intends to cancel, terminate or not renew any of the same. Seller

holds and is in compliance in all material respects with all Permits necessary for the ownership and use of its assets or properties and the operation of the Business as presently conducted. No such Permit is subject to termination or modification as a result of the transactions contemplated hereby and except as set forth on Schedule 4.12 , no filings, consents or approvals are necessary to assign or transfer any of such Permits to Purchaser and all of such Permits will be in full force and effect following consummation of the transactions contemplated hereby. The Business as conducted on the date hereof is in compliance in all material respects with all applicable federal, state, local and all other applicable laws, regulations, ordinances or orders. Seller has not received any notice or other communication from any governmental authority, agency or body or any other person regarding any actual or alleged violation of or failure to comply with any term or requirement of applicable law.

4.13 Employee Relations .

(a) Seller is in compliance in all material respects with all federal, state and municipal laws with respect to employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the payment of wages or social security taxes, except where the failure to so comply or where such practice or such arrears would not have a material adverse effect on Seller or its business, properties, assets or condition. None of the employees of Seller are represented by a union and there have been no union organizing efforts conducted at Seller and none are now being conducted. Seller has not had at any time, nor, to the Seller’s Knowledge, is there now threatened, any strike or other labor trouble.

(b) Schedule 4.13 sets forth a true and complete list, as of May 1, 2007, of the names, base compensation, and any bonus, commission or other compensation arrangements, whether oral or written, of all of the employees and independent contractors of Seller who perform services for or in connection with Seller’s business. Except as listed on Schedule 4.13 , Seller has not entered into any agreements or arrangements with any officers, directors, and employees of Seller that have not been fully performed as of the Closing Date. To Seller’s Knowledge, each employee and independent contractor of Seller is currently deploying all of his or her business time to the conduct of the business of Seller, and no employee or independent contractor of Seller has any intention to terminate his or her employment or relationship with Seller or to change his or her work schedule in any material respect, either as a result of the transactions contemplated by this Agreement or otherwise.

4.14 Employee Benefit Plans .

(a) Schedule 4.14 sets forth a true and complete list as of the date hereof of each “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA), material personnel or payroll policy (including vacation time, holiday pay, service awards, moving expense reimbursement programs and sick leave) or material fringe benefit, severance agreement or plan or any medical, hospital, dental, life or disability plan, excess benefit plan, bonus, stock option, stock purchase, or other incentive plan (including any equity or equity-based plan), top hat plan or deferred compensation plan, salary reduction agreement, change-of-control agreement, employment agreement, consulting agreement, collective bargaining agreement, indemnification

agreement, or retainer agreement, or any other benefit plan, policy, program, arrangement, agreement or contract, whether or not written, with respect to any employee, former employee, director, independent contractor, or any beneficiary or dependent thereof (including, without limitation, any “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), maintained, or contributed to, by Seller or to which Seller may have any liability, including contingent liability by reason of being (or having been) a part of a controlled group of companies under Code Section 414(b), (c), (m) or (o) (each other company hereinafter referred to as an “ ERISA Affiliate ”) (the “ Employee Benefit Plans ”).

(b) With respect to each Employee Benefit Plan, Seller has heretofore delivered or made available to Purchaser a true, correct and complete copy of: (A) each writing constituting a part of such Employee Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (B) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (C) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (D) the most recent annual financial report, trustee report, audit report, or actuarial report, if any; and (E) the most recent determination letter from the Internal Revenue Service (“ IRS ”), if any. Except as specifically provided in the foregoing documents delivered to Purchaser, there are no amendments to any Employee Benefit Plan that have been adopted or approved nor has Seller undertaken to make any such amendments or to adopt or approve any new Employee Benefit Plan.

(c) No Employee Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) (a “ Multiemployer Plan ”), a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “ Multiple Employer Plan ”) or a plan that is subject to Title IV of ERISA or the funding provision of Section 412 of the Code.

(d) Neither Seller nor any ERISA Affiliate has (a) at any time contributed to or been obligated to contribute to any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) or a “multiple employer plan” (as such term is defined in Section 4063 of ERISA), or (b) incurred any withdrawal liability to a multiemployer plan as a result of a complete or partial withdrawal from such multiemployer plan that has not been satisfied in full.

(e) Each of the Employee Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification.

(f) No Employee Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of Seller beyond their retirement or other termination of service, other than (1) coverage mandated by applicable law, (2) death benefits or retirement benefits under any “employee pension plan” (as such term is defined in Section 3(2) of ERISA), or (3) deferred compensation benefits accrued as liabilities on the books of Seller.

(g) Each of the Employee Benefit Plans has been operated and administered in all material respects in accordance with applicable laws and administrative rules and regulations of any governmental entity, including, but not limited to, ERISA and the Code. All contributions or other amounts payable by Seller as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years will have been paid or accrued by such time in accordance with GAAP.

(h) With respect to each Employee Benefit Plan, there are no claims or other proceedings pending or threatened with respect to the assets thereof (other than routine claims for benefits), and which could reasonably give rise to any liability, claim or other proceeding against any Employee Benefit Plan, any fiduciary or plan administrator or other person dealing with any Employee Benefit Plan or the assets of any such Employee Benefit Plan.

(i) Each Employee Benefit Plan that is a Transferred Plan may be amended, terminated, modified or otherwise revised on and after the Closing, without further material liability to Purchaser (excluding ordinary administrative expenses and routine claims for benefit plans).

(j) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of Seller to severance pay, unemployment compensation or any other payment except as set forth on Schedule 4.14 , (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such employee or former employee, except as expressly provided in this Agreement, or (iii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.

4.15 Obligations to Related Parties. Except as set forth on Schedule 4.15 , (i) Seller is not indebted, directly or indirectly, to any person who is a shareholder, member, manager, director, officer or employee of Seller or any affiliate of any such person in any amount whatsoever other than for salaries and bonuses set forth on Schedule 4.15 for services rendered or reimbursable business expenses, all of which have been reflected on the Current Financial Statements, and no such shareholder, member, manager, director, officer or employee is indebted to Seller, except for advances made to employees of Seller in the ordinary course of business to meet reimbursable business expenses anticipated to be incurred by such obligor, (ii) none of the shareholders, members, managers, directors, officers or employees of Seller, or any members of their immediate families, are indebted to Seller or have any direct or indirect ownership interest in any firm or corporation with which Seller is affiliated or with which Seller has a business relationship, or any firm or corporation which competes with Seller, except that managers, members, officers, directors and/or stockholders of Seller may own stock in publicly traded companies which may compete with Seller, and (iii) no shareholder, member, manager, director, officer or employee of Seller, or any member of their immediate families, is, directly or indirectly, interested in any Contract with Seller (other than employment agreements).

4.16 Powers of Attorney and Suretyships. Except as set forth on Schedule 4.16 , Seller does not have any powers of attorney outstanding and has no obligation or liability as guarantor, surety, co-signor, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person or business entity, except as endorser to makers of checks or letters of credit,

respectively, endorsed or made in the ordinary course of business.

4.17 Title and Condition of Purchased Assets . Except as set forth on Schedule 4.17 , Seller has valid title to, and are the lawful owners of, all of the Purchased Assets, free and clear of all Liens and Encumbrances, other than statutory liens. There are no agreements with, options, commitments or rights in favor of any person to directly or indirectly acquire the Business or any interest therein or any tangible properties or assets of Seller other than in the ordinary course of business consistent with past practices. All of the rights, properties and assets utilized or required in connection with owning and operating the Business (other than the Retained Assets) are either owned by Seller and included in the Purchased Assets or licensed or leased to Seller under one of the Assigned Contracts. No assets, properties or rights used by Seller are held in the name or in the possession of any person or entity other than Seller. All tangible assets and properties included in the Purchased Assets, whether real or personal, owned or leased, have been well maintained and are in good operating condition and repair (with the exception of normal wear and tear).

4.18 Real Property .

(a) Except as set forth in Schedule 4.18 , Seller does not own, operate, manage, or possess any real property or any interest therein.

(b) All real property leases and subleases as to which Seller is a party and any amendments or modifications thereof are listed in Schedule 4.18 (each a “ Lease ” and collectively, the “ Leases ”). Schedule 4.18 indicates each real property (the “Leased Real Property”) of which Seller is the tenant or subtenant. The Leased Real Property Leased constitutes all of the facilities used or occupied by Seller in connection with the Business. The Leases are valid, in full force and effect and enforceable (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally). With respect to the Leased Real Property: (i) Seller has all easements and rights necessary to conduct the Business in a manner consistent with past practices; (ii) no portion thereof is subject to any pending or, to the knowledge of the Seller, threatened condemnation proceeding or proceeding by any governmental authority; (iii) the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear, and are not in compliance, in all material respects, with all zoning or other applicable federal, state or local laws or regulations; (iv) Seller has not received notice, and the Seller has no Knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (v) Seller has not received notice, and the Seller has no Knowledge, of any outstanding options or rights of first refusal to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) Seller has not received notice, and the Seller has no Knowledge, of any parties (other than Seller) in possession of any parcel of Leased Real Property, other than tenants under any leases of the Leased Real Property who are in possession of space to which they are entitled and Seller enjoy peaceful and undisturbed possession under all leases for Leased Real Property; (vii) the Leased Real Property

is supplied with utilities and other services necessary for the operation of the Business in a manner consistent with past practices; and (viii) each parcel of Leased Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, appurtenant easement which benefits the parcel of Leased Real Property.

4.19 Environmental Matters .

(a) To the Seller’s Knowledge (without independent investigation or inquiry), Seller has complied and is in compliance with all applicable Environmental Laws, except for such noncompliance as could not reasonably be expected to have a material adverse effect on the assets or business of Seller, and Seller has not received written notice, report, communication or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under any applicable Environmental Laws in connection with Seller activities.

(b) Seller does not now, and in the past Seller has never did, in violation of Environmental Laws, maintain, store, use, generate, treat, release, dispose (or cause to be disposed) of Hazardous Substances in, at, under, upon or from any real property at any time owned, leased, operated or controlled by Seller, including, without limitation, the real property subject to the Leases, except for such noncompliance as could not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, properties, assets or condition of Seller.

(c) Seller is not subject to, nor has it received any written notice of, any private, administrative or judicial action, or an intended private, administrative or judicial action relating to the presence or alleged presence of Hazardous Substances in, at, under or upon the real property subject to the Leases in connection with Seller activities, and there are no pending or, to the Seller’s Knowledge (without independent investigation or inquiry), threatened actions or proceedings (or notices or potential actions or proceedings) against Seller from any Governmental Authority regarding any matter relating to any Environmental Laws.

For the purposes of this Agreement, “ Environmental Laws ” means all applicable federal, state and local laws, rules, regulations, ordinances, requirements and common law relating to public health and safety, worker health and safety and pollution and protection of the environment pertaining to (i) treatment, storage, disposal, generation and transportation of toxic or hazardous substances or solid or hazardous waste, (ii) air, water and noise pollution, (iii) groundwater and soil contamination, (iv) the release or threatened release into the environment of toxic or hazardous substances, or solid or hazardous waste, including, without limitation, emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals, (v) the protection of wild life, marine sanctuaries and wetlands, including, without limitation, all endangered and threatened species, (vi) storage tanks, vessels and containers, (vii) underground and other storage tanks or vessels, abandoned, disposed or discarded barrels, containers and other closed receptacles, (viii) health and safety of employees and other persons, and (ix) manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or oil or petroleum products or solid or hazardous waste, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, U.S.C. §9601 et seq.,

the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §11001 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., the Toxic Substance Control Act, 15 U.S.C. §2601 et seq., the Safe Drinking Water Act, 42 U.S.C. §300f et seq., and the Occupational Safety and Health Act, 42 U.S.C. §1891 et seq., all as in effect as of the date hereof, and any regulations, rules, ordinances adopted or publications promulgated pursuant thereto. “ Hazardous Substances ” means (i) hazardous materials, hazardous substances, extremely hazardous substances, toxic substances, hazardous wastes or words of similar import as defined under any Environmental Laws other than customary office equipment and cleaning supplies, (ii) petroleum, including without limitation, crude oil or any fraction thereof, (iii) any radioactive material, (iv) asbestos in any form or condition, and (v) polychlorinated byphenyls (“ PCBs ”) or PCB-containing materials. “ Governmental Authority ” means any governmental agency, department, bureau, commission or similar body.

4.20 Absence of Certain Changes . Except as set forth on Schedule 4.20 and except as required by this Agreement, since the Current Balance Sheet Date, there has not been any:

(a) incident of damage, destruction or loss of any property owned by Seller or used in the operation of the Business, whether or not covered by insurance, having a replacement cost or fair market value in excess of $50,000;

(b) voluntary or involuntary sale, transfer, surrender, abandonment, waiver, release or other disposition of any kind by Seller of any right, power, claim, debt, asset or property (having a replacement cost or fair market value in excess of $50,000 in the aggregate), except the sale of inventory and collection of accounts in the ordinary course of business consistent with past custom and practices;

(c) material loan or advance by Seller to any person, other than advances to employees for business expenses to be incurred in the ordinary course of business consistent with past practice or sales to customers on credit in the ordinary course of business consistent with past practices;

(d) declaration, setting aside, or payment of any dividend or other distribution in respect of Seller’s equity interests or any direct or indirect redemption, purchase, or other acquisition of such stock, or the payment of principal or interest on any note, bond, debt instrument or debt to any affiliate of Seller;

(e) issuance by Seller of any notes, bonds, or other debt securities or any equity securities or securities convertible into or exchangeable for any equity securities;

(f) cancellation, waiver or release by Seller of any material debts, rights or claims, except in the ordinary course of business consistent with past practices;

(g) change in accounting principles, methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) utilized by Seller;

(h) capital expenditures or commitments therefor by Seller in excess of $50,000 individually; or

(i) adoption, amendment or termination of any Employee Plan or increase in the benefits provided under any Employee Plan, or payment of any bonus or profit sharing payments in each case except in the ordinary course of business consistent with past practices or as required by applicable law.

4.21 Customers . The customer list set forth on Schedule 4.21 represents a true, complete and correct list of the top twenty (20) customers of Seller that generated revenues in 2006, together with revenues generated during that period from such customer. To the Knowledge of Seller, except as set forth on Schedule 4.21 , there are no material outstanding disputes with any customer included on the customer list, and no such customer has terminated or materially altered its relationship with Seller or has stated its intention not to continue to do business with Seller or to terminate or materially alter its relationship with Seller.

4.22 Vendors . The vendor list set forth on Schedule 4.22 represents a true, complete and correct list of the top twenty (20) vendors to which Seller made payments during 2006. To the Knowledge of Seller, except as set forth on Schedule 4.22 , there are no material outstanding disputes with any such vendor included on Schedule 4.22 , and no such vendor has terminated or materially altered its relationship with Seller or has stated its intention not to continue to do business with Seller or to terminate or materially alter its relationship with Seller.

4.23 Accounts Receivable . Attached as Schedule 4.23 is a true, correct and complete list of all accounts receivable of Seller as of the Closing Date (the “ Accounts Receivable ”). All accounts receivable of Seller are collectible at the aggregate recorded amounts thereof in the ordinary course of Seller’s business, and are not subject to any offsets, defenses or counterclaims.

4.24 Accounts Payable . Attached as Schedule 4.24 is a true, correct and complete list of all accounts payable of Seller as of the Closing Date. All accounts payable of Seller as of the date hereof arose in the ordinary course of business and none is delinquent or past due. Seller has disclosed to Purchaser in writing any objections, defenses or setoff rights to the accounts payable of Seller. The accounts payable have been calculated in accordance with generally accepted accounting principles consistently applied.

4.25 Certain Payments . During the last three years, neither Seller, nor any director, officer, member, manager, agent, or employee of Seller or any other person associated with or acting for or on behalf of Seller, has directly or indirectly, with respect to the Business (a) made any bribes, payoffs or kickbacks, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, or (iii) to obtain special concessions or for special concessions already obtained, or (b) established or maintained any material fund or asset that has not been recorded in the books and records of Seller, provided that the foregoing shall not be applicable or relate to gifts, entertainment, travel, lodging and similar benefits afforded to representatives of customers, vendors and suppliers and others in accordance with industry practices.

4.26 No Brokers . No broker, finder, agent or similar intermediary has acted for or on behalf of Seller in connection with this Agreement or the transactions contemplated hereby, and no other broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or

similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with Seller.

4.27 Disclosure. No representation or warranty by Seller in this Agreement contains or will contain any untrue statement of a fact, or omits to state a material fact, necessary in order to make the statements contained herein, in light of the circumstances in which they were made, not misleading.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to Seller and the Shareholders as follows:

5.1 Organization . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the limited liability company laws of the State of Delaware, and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

5.2 Authorization. The execution and delivery by the Purchaser of this Agreement and the agreements provided for herein, and the consummation by the Purchaser of all transactions contemplated hereunder and thereunder, have been duly authorized by all requisite corporate and stockholder action. This Agreement has been duly executed by the Purchaser. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Purchaser is a party constitute the valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally). The execution, delivery and performance by the Purchaser of this Agreement and the agreements provided for herein, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Purchaser, (b) violate the provisions of the charter or bylaws of the Purchaser, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Purchaser, or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Purchaser pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is or may be bound, except as set forth on Schedule 5.2 . Schedule 5.2 sets forth a list of all consents and approvals of third parties that are required in connection with the consummation by the Purchaser of the transactions contemplated by this Agreement.

5.3 No Broker . No broker, finder, agent or similar intermediary has acted for or on

behalf of the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with the Purchaser.

5.4 Financial Solvency . The Purchaser has the financial capacity to perform all of its obligations hereunder. The Purchaser is not insolvent as of the date hereof and will not be rendered insolvent in connection with the consummation of the transactions contemplated hereunder, after giving effect to all financing arrangements contemplated by the Purchaser in connection with the transactions contemplated hereunder. The Purchaser will be able to meet all of its debts, including the liabilities assumed hereunder, as they become due and payable. The Purchaser confirms that it is its present intention (i) to pay bona fide creditors of Seller as they become due in the ordinary course and (ii) not to render the Purchaser insolvent by granting any security interest over the assets or the business of Seller.

5.5 Restricted Stock . Upon issuance, the Seller will acquire good and marketable title to the Restricted Stock, free and clear of all Liens and Encumbrances, subject to the restrictions on transfer imposed by the Restricted Stock Agreement, the Voting Agreement Joinder, the Co-Sale Agreement Joinder or applicable securities laws and regulations.

ARTICLE VI
PRE-CLOSING COVENANTS OF THE PARTIES

Prior to the Closing, the parties hereto covenant and agree as follows:

6.1 Conduct of the Business .

(a) From the date hereof until the Closing Date, Seller shall conduct the Business in the ordinary course consistent with past practices and shall use commercially reasonable efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its present officers, employees and independent contractors and preserve the goodwill, reputation and present relationships of the Business with suppliers, customers, licensors and others having business relations with Seller. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller will not:

(i) adopt or propose any change in its Articles of Incorporation or Bylaws;

(ii) merge or consolidate with any other entity;

(iii) sell, lease, license, encumber or otherwise dispose of any material assets or property except (A) pursuant to existing contracts or commitments and (B) in the ordinary course consistent with past practices;

(iv) except for salary increases or the introduction of new or modifications to employee benefit arrangements consistent with the ordinary course of business, (A) materially increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees or independent contractors, (B) enter into any new employment, severance, consulting, or other

compensation agreement with any of its existing employees or independent contractors, (C) amend or enter into a new Employee Plan (except as required by law), or (iv) make or agree to make any bonus or profit sharing payments to any employee or independent contractor;

(v) issue any capital stock or other equity interests of, or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, any such capital stock, equity interests, or convertible securities of Seller;

(vi) incur any indebtedness for borrowed money, except in the ordinary course consistent with past practice, or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or guarantee any debt securities of others; or

(vii) may make cash distributions to the Shareholders except for tax obligations of the Shareholders in the ordinary course consistent with past practices.

(b) Seller will not, (i) take or agree or commit to take any action that would make any representation and warranty made by Seller under this Agreement on the date of its execution and delivery inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

6.2 Notices of Certain Events . Shareholders will promptly notify the Purchaser of:

(a) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the transactions contemplated by this Agreement;

(b) any material notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and

(c) any material actions, suits, claims, investigations or proceedings commenced or, to the Seller’s Knowledge, threatened against, or relating to or involving or otherwise affecting Seller or that relate to the consummation of the transactions contemplated by this Agreement.

6.3 Other Filings . Seller, Shareholders and Purchaser shall cooperate with each other (i) in determining whether any other action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

6.4 Budget; Transition Plan. Prior to the Closing, Seller and Purchaser shall mutually agree upon an operating budget for the Businsess for the fiscal years ended December 31, 2007 and December 31, 2008 (the “ Budget ”). The parties anticipate that Seller will operate under their current names for a period of time following the Closing, and that over a one year period

following the Closing that Seller will transition to the Purchaser’s operational and financial technology.

6.5 Non-Competition Agreements . At the Closing, Shareholders shall cause the employees and sales representatives of Seller listed on Schedule 6.5 to enter into to twelve (12) month non-competition agreements with the Purchaser in form and substance reasonably acceptable to the Purchaser.

6.6 Exclusivity . During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Article XII hereof, Shareholders shall not take or permit any other person on its behalf to take any action to encourage, initiate or engage in discussions or negotiations with, or provide any information to, any person (other than Purchaser and Purchaser’s representatives) concerning any purchase of the Shares, any merger or recapitalization involving Seller, any sale of all or substantially all of the assets of Seller or similar transaction involving Seller (other than assets sold in the ordinary course of business). Shareholders shall, and shall cause Seller and its officers, directors, managers, agents and representatives to, terminate any and all negotiations or discussions with any third party regarding any proposal concerning any purchase of the Securities, any merger or recapitalization involving Seller, any sale of all or substantially all the assets of Seller or other similar transaction.

ARTICLE VII
OTHER COVENANTS OF THE PARTIES

The parties hereto covenant and agree as follows:

7.1 Confidential Information; Non-Competition .

(a) From and after the Closing, Shareholders shall keep secret and retain in confidence, and not use for the benefit of any person or entity other than Purchaser, all confidential matters and trade secrets known to him relating to the Business; provided , however , that the Shareholders may disclose such confidential matters or trade secrets if required by law or pursuant to an order from a court or governmental authority.

(b) For a period of five (5) years after the Closing Date, each of the Shareholders and their respective affiliates shall not directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business:

(i) engage or participate in any business activity that is directly or indirectly in competition with any of the commercial trucking services of Seller that exist on the Closing Date (other than as an owner of not more than one percent (1%) of the shares of stock of any publicly traded company),

(ii) solicit, induce or attempt to solicit or induce any vendor or customer of Seller to terminate or otherwise cease its relationship with Seller, or

(iii) recruit or solicit any person who is an employee or agent of Seller, other than any person who is not and has not been an employee or agent of Seller for a period of at least twelve (12) months.

(c) If any Shareholders breaches, or threatens to commit a breach of, any of the covenants set forth in this Section 7.1 (the “ Restrictive Covenants ”), the Purchaser shall have the right and remedy to have the Restrictive Covenants specifically enforced against Shareholder by any court of competent jurisdiction, including immediate temporary injunctive relief without bond and without the necessity of showing actual monetary damages, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Purchaser or the Companies, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to the Purchaser under law or in equity.

(d) If any court of competent jurisdiction at any time deems the Restrictive Covenants, or any part hereof, unenforceable because of the duration or geographical scope of such provisions, the other provisions of this Section 7.1 , will nevertheless stand and to the full extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable, and that the court enforce them to such extent.

7.2 Publicity . No publicity release or announcement concerning this Agreement or the transactions contemplated herein shall be issued without advance written approval of the form and substance thereof by the Purchaser and the Shareholders; provided , however , that such restrictions shall not apply to any disclosure required by regulatory authorities, applicable law or the rules of any securities exchange which may be applicable.

7.3 Access to Records . Purchaser agrees to permit Seller and its attorneys, accountants, agents and designees, such access to, and right to copy, such books and records as the Seller may deem reasonably necessary or reasonably desirable in connection with the defense of any actual or threatened litigation or the preparation of any tax returns of Seller. Any such examination and copying shall be at the expense of Seller, shall be performed at the place where the books and records are regularly maintained by Purchaser and shall not unreasonably interfere with the normal business activities of Purchaser.

7.4 Commercially Reasonable Efforts . Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement and to vest in the Purchaser good, valid and marketable title to the Purchased Assets, free and clear of any and all Liens and Encumbrances. Seller and Purchaser each agree, and the Shareholders agree prior the Closing to cause Seller, and the Purchaser agrees after the Closing to cause Seller, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in the Purchaser good, valid and marketable title to the Purchased Assets, free and clear of any and all Liens and

Encumbrances.

ARTICLE VIII
CONDITIONS TO CLOSING

8.1 Conditions to the Obligations of each Party . The obligations of the Purchaser, Seller, and the Shareholders to consummate the Closing are subject to the satisfaction of the following conditions:

(a) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.

(b) Each other party to this Agreement shall have executed and delivered each of the ancillary agreements to be entered into by it at Closing, in each case substantially in the form attached as an exhibit to this Agreement, and any other documents or items required to be delivered by it pursuant to Section 2.2 .

8.2 Conditions to the Obligations of the Purchaser . The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) (i) Seller and Shareholders shall have performed in all material respects all of their obligations hereunder required to be performed by them on or prior to the Closing Date, (ii) the representations and warranties of Seller and Shareholders contained in this Agreement (without giving effect to any “materiality” or “material adverse effect” qualification or exception therein) at the time of its execution and delivery shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and (iii) the Purchaser shall have received a certificate signed by the President of Seller and by the Shareholders to the foregoing effect.

(b) Seller shall have received all of the consents, authorizations or approvals from the governmental agencies referred to in Section 4.4 , in each case in form and substance reasonably satisfactory to the Purchaser, and no such consent, authorization or approval shall have been revoked, except where the failure to receive or maintain such consent, authorization or approval would not have, and is not reasonably likely to have, individually or in the aggregate, a material adverse effect on Seller or its business, properties, assets or condition.

(c) No event or events shall have occurred since the date of this Agreement which would have, or is not reasonably likely to have, individually or in the aggregate, a material adverse effect on Seller or its business, properties, assets or condition, other than those, if any, that result from actions or changes expressly permitted by, and the transactions contemplated by, this Agreement.

(d) Purchaser shall be fully satisfied in its sole and absolute discretion with the results of its due diligence investigation of Seller and the Business.

8.3 Conditions to the Obligations of the Seller . The obligation of the Seller to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) (i) the Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of the Purchaser contained in this Agreement at the time of its execution and delivery shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such date, and (iii) the Shareholders shall have received a certificate signed by the President of Purchaser to the foregoing effect.

(b) The Purchaser shall have received all consents, authorizations or approvals from governmental agencies referred to in Section 5.2 , in each case in form and substance reasonably satisfactory to the Seller, and no such consent, authorization or approval shall have been revoked, except where the failure to receive or maintain such consent, authorization or approval would not have, and is not reasonably likely to have, individually or in the aggregate, a material adverse effect on the Seller.

ARTICLE IX
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Survival of Representations, Warranties and Covenants of Seller and Shareholders . All representations and warranties of Seller and the Shareholders contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire eighteen (18) months after the Closing Date; provided , however , that (i) the representations and warranties set forth in Section 4.10 (Tax Matters) (the “ Tax Representations ”) and Section 4.19 (Environmental Matters) hereof shall survive for the period of any applicable statute of limitations plus thirty (30) days, at which time such representations and warranties shall terminate, and (ii) the representations and warranties set forth in Section 3.1 (Title), Section 4.1 (Organization), Section 4.3 (Capitalization), Section 4.17 (Title to Assets), and Section 4.27 (No Brokers) (collectively, the “ Unlimited Representations ”) shall survive indefinitely. All covenants and other obligations of Seller and the Shareholders contained herein shall survive the execution and delivery of this Agreement and the Closing. The right to indemnification based upon such representations, warranties, covenants and obligations shall not be affected by any examination, inspection, audit or other investigation conducted by the Purchaser with respect to, or any knowledge acquired at any time with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. Each of Seller and the Shareholders acknowledge and agree that, notwithstanding Purchaser’s participation in the preparation and drafting of the Schedules to this Agreement or Purchaser’s knowledge of any facts which have failed to be disclosed or set forth on such Schedules, Purchaser shall have the right to rely fully upon the representations, warranties, covenants and obligations of Seller and the Shareholders contained in this Agreement or any agreement or instrument required to be delivered hereunder, and no presumption or burden of proof shall arise in favor of Seller or the Shareholders by virtue of such participation by Purchaser.

9.2 Survival of Representations, Warranties and Covenants of the Purchaser . All representations and warranties of the Purchaser contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire eighteen (18) months after the Closing Date; provided , however , that the representations and warranties set forth in Section 5.4 ( Financial Solvency ) and Section 5.5 (Restricted Stock) shall survive indefinitely. All covenants and other obligations of the Purchaser contained herein shall survive

the execution and delivery of this Agreement and the Closing.

ARTICLE X
INDEMNIFICATION

10.1 Indemnification by Seller and Shareholders . Provided the Purchaser’s Indemnitees (as defined herein) claim therefor is instituted by written notice within the applicable time periods specified in Section 9.1 above, each of Seller and the Shareholders, jointly and severally, shall indemnify, defend and hold harmless the Purchaser, its successors and assigns in interest, and each of their respective shareholders, directors, officers, and employees (the “ Purchaser Indemnitees ”) from and against any and all actual damages, awards, liabilities, judgments, payments, and other losses, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all reasonable attorneys’ fees incurred in connection therewith, and all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration (“ Losses ”) that may be incurred or suffered by the Purchaser which may arise out of or result from the following:

(a) any misrepresentation or breach of the representations and warranties contained in Article III hereof;

(b) any misrepresentation or breach of the representations and warranties contained in Article IV hereof;

(c) any breach of any covenant or agreement of Seller or any Shareholder contained in this Agreement (including, without limitation, the Restrictive Covenants);

(d) any Taxes of Seller with respect to any period ending on or prior to the Closing Date, or the portion of any period ending on the Closing Date, and any Taxes of any person that Seller is liable for in a period ending on the Closing Date (or a portion of any period ending on the Closing Date) as a result of joint and several liability as a transferee or successor, by contract, or otherwise;

(e) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller or the Shareholders (or any person acting on their behalf) in connection with the transactions contemplated by this Agreement;

(f) any claim by any person for payment of any other expenses incurred by Seller or the Shareholders in connection with this Agreement and the transactions contemplated hereby; and

(g) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity.

10.2 Indemnification by Purchaser . Provided the Seller Indemnitees (as defined herein) claim therefor is instituted by written notice within the time period specified in Section 9.2 above, the Purchaser shall indemnify, defend and hold harmless the Seller and its respective

successors and assigns in interest (the “ Seller Indemnitees ”) from and against any Losses that may be incurred or suffered by the Seller which may arise out of or result from the following:

(a) any misrepresentation or breach of the representations and warranties contained in Article V hereof;

(b) any breach of any covenant or agreement of the Purchaser contained in this Agreement;

(c) arising from any claim (including, without limitation, any product liability claim, whether such claim is for bodily injury, property damage or any other type of damage) in connection with the Business related to or arising from any act or omission occurring on or after the Closing Date; and

(d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity.

10.3 Computation of Losses . For purposes of calculating any Losses suffered by an Indemnified Party pursuant to Sections 10.1 or 10.2 hereof or under any other specific indemnification covenant contained in this Agreement, the amount of the Losses suffered by the Indemnified Party shall be the net amount of the Loss so suffered after giving effect to the aggregate value of any money or other assets with a readily determinable value (including, without limitation, proceeds of insurance) realized by the Indemnified Party in connection therewith.

10.4 Claims for Indemnification . Whenever any claim shall arise for indemnification under this Article X , the Purchaser or the Seller and the Shareholders, as the case may be (the party seeking such indemnification, the “ Indemnified Party ”), shall promptly notify the other party or parties hereto (the party or parties from whom indemnification is sought, the “ Indemnifying Party ”), and such Indemnifying Party’s counsel pursuant to Section 12.1 herein, in writing (the “ Indemnification Notice ”) of the claim, which writing shall include the facts constituting the basis for such claim, the specific section of this Agreement upon which the claim is based and an estimate, if possible, of the amount of damages suffered by the Indemnified Party. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party (a “ Third Party Claim ”), the Indemnification Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom and shall attach all correspondence and demands from such third party. The failure to give an Indemnification Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party was prejudiced thereby under this Article X , and then only to the extent of such prejudice. In the event that any claim for indemnification involves a matter other than a Third Party Claim, the Indemnifying Party shall have thirty (30) days from receipt of the Indemnification Notice to object to such claim by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely object to such claims shall constitute a final and binding acceptance of the claim for indemnification by the Indemnifying Party and the claim shall be paid in accordance with Section 10.7 hereof.

10.5 Right of Set-Off . Upon notice to the Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Article X against amounts otherwise payable by Purchaser under Section 1.3 hereof. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.3 hereof. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it.

10.6 Defense by the Indemnifying Party .

(a) In connection with any Third Party Claim, the Indemnifying Party may, upon written notice given to the Indemnified Party, assume the defense of any such Third Party Claim if the Indemnifying Party acknowledges to the Indemnified Party in writing the obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to all elements of such Third Party Claim. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party shall select counsel to conduct the defense of such Third Party Claim, and at the sole cost and expense of the Indemnifying Party, shall take all steps it deems necessary or appropriate in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless such settlement or judgment includes a full release of the Indemnified Party from such Third Party Claim. No settlement or compromise which seeks non-monetary damages which could have an adverse effect on the business or assets of the Indemnified Party shall be entered into without the consent of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such Third Party Claim, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such Third Party Claim within thirty (30) days after the date it receives written notice of such Third Party Claim from the Indemnified Party: (i) the Indemnified Party may defend against such Third Party Claim in such manner as it may deem necessary or appropriate, including, but not limited to, settling such Third Party Claim so long as such settlement includes a full release of the Indemnifying Party from such Third Party Claim, on such terms as the Indemnified Party may deem appropriate; and (ii) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Party Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such Third Party Claim in a reasonably prudent manner.

(b) The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such claim and furnishing employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to a Third Party Claim.

10.7 Payment of Indemnification Obligation . Upon a final determination of an indemnification claim made by the Indemnified Party, whereby such final determination is by

reason of (i) a failure of the Indemnifying Party to timely object to an Indemnification Notice or (ii) the mutual agreement of the Indemnifying Party and the Indemnified Party, or (iii) a final, non-appealable judgment of a court of competent jurisdiction, then the amount of the Losses stated in such claim or otherwise agreed to or determined, as the case may be, shall be paid in cash or by cashier’s check or by wire transfer of immediately available funds to the Indemnified Party. All payments paid by Purchaser or Seller, as the case may be, under this Article X shall be treated as adjustments to the Purchase Price for all tax purposes.

10.8 Limitations .

(a) Seller shall have no obligation to indemnify the Purchaser under Section 10.1 unless and until the aggregate amount of all Losses incurred or sustained by the Purchaser in respect thereof exceeds $100,000 (the “ Deductible ”), whereupon the Seller shall be obligated in respect of all Losses in excess of the Deductible; provided , however , that the Deductible shall not apply to Losses arising under or related to (i) Sections 10.1(a) or 10.1(b) due to a breach of the Tax Representations or the Unlimited Representations, or (ii) Sections 10.1(d) , 10.1(e) , 10.1(f) , 10.1(g) , 10.1(h) or 14.11 .

(b) Seller shall have no obligation to indemnify the Purchaser under Section 10.1 for the aggregate amount of all Losses incurred or sustained by the Purchaser in respect thereof which exceed $4,000,000 (the “ Indemnification Cap ”); provided , however , that the Indemnification Cap shall not apply to Losses arising under or related to (i) Sections 10.1(a) or 10.1(b) due to a breach of the Tax Representations or the Unlimited Representations, or (ii) Sections 10.1(d) , 10.1(e) , 10.1(f) , 10.1(g) , 10.1(h) or 14.11 .

(c) Subject to the foregoing and Section 10.3 , an Indemnified Party shall be entitled to recover the full amount of any Losses incurred due to the matter for which indemnification is sought, including reasonable attorney’s fees incurred in connection therewith. Except with respect to any Loss that is the result of fraud, intentional misrepresentation or willful misconduct on the part of the other party or any of its affiliates, each of the parties hereto agrees that, from and after the Closing, his or its sole and exclusive remedy with respect to any and all claims relating to breaches of covenants (other than the Restrictive Covenants), representations and warranties of this Agreement shall be indemnification pursuant to Article X ; provided , however , that nothing in this provision shall limit any equitable remedy, including injunctions and specific performance, that a party may have pursuant to this Agreement or the transactions contemplated hereby.

ARTICLE XI
OTHER AGREEMENTS AND COVENANTS

11.1 Transfer Taxes . Any and all transfer, sales, use, purchase, value added, excise, real property, personal property, intangible, stamp, or similar Taxes (collectively, “ Transfer Taxes ”) imposed on, or resulting from, the transfer of any Purchased Assets (including those Transfer Taxes imposed on Purchaser or the Purchased Assets) shall be shared equally by Seller and Purchaser.

11.2 Required Consents .

(a) To the extent that the consents and approvals set forth in Schedule 4.4 and Schedule 4.11 of the Disclosure Schedule are not obtained by Seller, Seller will, during the sixty (60) day period commencing with the Closing Date, use reasonable efforts, at its own expense, to obtain such consents or approvals. Purchaser shall reasonably cooperate with Seller to obtain such consents or approvals. Without limiting the generality or effect of any provision of this Agreement, to the extent that any Contract to be transferred pursuant to the terms of this Agreement is not capable of being transferred without such consent or approval, nothing in this Agreement shall constitute a transfer or attempted transfer thereof.

(b) To the extent that any of the consents and approvals set forth in Schedule 4.4 and Schedule 4.11 of the Disclosure Schedule are not obtained by Seller, Seller will, during the 60-day period commencing with the Closing Date or such longer period as Purchaser may reasonably request (but, as to any particular Contract, not longer than the term thereof), use commercially reasonable efforts with costs and expenses of Seller related thereto to be borne by Seller to (i) provide to Purchaser, at the request of Purchaser, the benefits (and the burdens) of the related Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits (and burdens) to Purchaser without incurring any obligation to any other person or entity other than to provide such benefits to Purchaser, and (iii) enforce, at the request of Purchaser for the account of Purchaser, any rights of Seller arising from the related Contract. Purchaser shall reasonably cooperate with Seller in connection with the foregoing. At the end of such 60-day period (or such longer period as Purchaser may reasonably request), Seller will have no further obligations hereunder with respect to any such Contract and the failure to obtain any required consent or approval with respect thereto will not be a breach of this Agreement; provided , that nothing contained in this Section 11.2(b) shall affect the liability of Seller, if any, pursuant to this Agreement for having failed to disclose the need for such consent or approval in Schedule 4.4 or Schedule 4.11 or to use reasonable efforts in accordance with the provisions hereof to obtain such required consent or approval. Provided (and for so long as) Purchaser receives substantially all of the benefits of the related Contract not transferred to Purchaser hereunder, Purchaser shall perform the obligations of Seller under or in connection with such Contract for the benefit of the other party or parties thereto.

11.3 Post-Closing Access to Records/Cooperation .

(a) Purchaser, on the one hand, and Seller and the Shareholders, on the other hand, shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation of any return or report of Taxes, any audit or other examination by any taxing authority, any judicial or administrative proceedings relating to liabilities for Taxes, or any other matter for which cooperation and assistance is reasonable requested. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Purchaser, on the one hand, and Seller and the Shareholders, on the other hand, will retain for the full period of any statute of limitations and provide the others with any records or information which may be relevant to such preparation, audit, examination, proceeding or determination.

(b) Each of Seller, the Shareholders and Purchaser agree that in the event after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each such party will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefor under Section 10 ).

11.4 Bulk Sale Waiver and Indemnity . The parties hereto acknowledge and agree that no filings with respect to any bulk sales or similar laws have been made, nor are they intended to be made, nor are such filings a condition precedent to the Closing; and, in consideration of such waiver by Purchaser, Seller and the Shareholders shall indemnify, defend and hold Purchaser Indemnified Parties harmless against any claims or damages resulting or arising from such waiver and failure to comply with applicable bulk sales laws, except such indemnity shall not apply with respect to claims and damages arising out of Assumed Liabilities.

11.5 Use of the Seller’s Name . Seller and the Shareholders acknowledge and agree that all of Seller’s rights in and to, and ownership of, the name under which it is doing business and any names related or substantially similar thereto shall be transferred hereunder to Purchaser. From and after the Closing, Seller and its affiliates shall be prohibited from using such names, except as necessary to effect the change of the name under which Seller is doing business or to evidence that such change has occurred. Seller shall file all documents with the appropriate governmental authorities in the State of Utah (within five (5) business days after the Closing), and such other states in which Seller is qualified or registered to do business as a foreign corporation (within five (5) business days after the Closing), to change the name under which Seller is doing business to a name which does not contain the words “Transportation Management Group” or any other substantially similar words.

ARTICLE XII
EMPLOYEE MATTERS

12.1 Offers of Employment . After the Closing, Purchaser agrees to make an offer of employment to substantially all employees of Seller (the “ Potential Employees ”), such offers to be effective as of the Closing Date (the “ Hire Date ”). Seller gives its full authorization and consent for (i) Purchaser to make such offers of employment to the Potential Employees, and (ii) the Potential Employees to accept and commence employment with Purchaser on the Hire Date, at which time Seller shall terminate the employment of such Potential Employees. Each of Seller and the Shareholders agree to assist Purchaser as reasonably requested by Purchaser in communicating any such offers of employment to the Potential Employees and arranging for Purchaser to meet with such employees regarding the offers. All Potential Employees who accept employment with Purchaser will become employees of Purchaser effective as of the Hire Date (each a “ Hired Employee ”). Potential Employees who do not accept employment with Purchaser will not become employees of the Purchaser. Except with respect to any employment agreement that Purchaser may enter into with any Hired Employee, each Hired Employee shall be an employee at will subject to Purchaser’s employment policies. Purchaser acknowledges that Seller is relying on this covenant for purposes of assessing its obligations to give notice of the transactions contemplated hereby to its employees or to take any other action under applicable laws.

12.2 Liabilities . Seller shall remain responsible at all times and Purchaser shall have no liability or responsibility for any Liabilities or other claims related to any suit, proceeding or claim brought by any of the Potential Employees relating to or arising from their employment with Seller or the termination of their employment with Seller. Seller shall be solely responsible for all Liabilities for severance pay by any of the Potential Employees and any claims that the consummation of the transaction contemplated by this Agreement constitutes a termination or constructive termination of the employment of any of the Potential Employees. Notwithstanding any other provision of this Agreement to the contrary, including any other indemnification provisions and limitations contained elsewhere in this Agreement, Seller and the Shareholders, jointly and severally, shall indemnify, reimburse, defend and hold harmless Purchaser from and against any and all claims, actions or proceedings for matters occurring on or prior to the Closing Date based upon, arising out of or otherwise in respect of any employment action or practice of Seller in connection with persons previously employed, employed or seeking to be employed by Seller, including, without limitation, claims, actions or proceedings relating to or arising under the Workers Adjustment and Retraining Notification Act of 1988 or any similar or successor federal, state or local law resulting from its actions under this Agreement or from its termination of employment of any of its employees.

12.3 Severance . Subject to compliance by Purchaser with its obligations under Section 14.11 , Seller shall be solely responsible for all Liabilities for severance pay to any of the Potential Employees due as a result of their termination of employment with Seller.

12.4 Accrued Vacation Time . Purchaser hereby agrees to satisfy when due all obligations of Seller to provide accrued paid vacation (or pay in lieu thereof) to each Hired Employee solely to the extent such accrued vacation as of the Closing Date is reflected on Schedule 1.3 . Purchaser will give each Hired Employee credit under Purchaser’s vacation policies, for purposes of eligibility and entitlement to benefits, for such Hired Employee’s service with Seller prior to the Closing to the extent such service was credited under Seller’s policies.

12.5 Employee Benefit Plans . Purchaser shall not adopt or assume any of Seller’s Employee Benefit Plans listed on Schedule 4.14 . Seller and Purchaser agree to furnish each other with such information concerning the Potential Employees and Hired Employees, and to take all such other reasonable action, as is necessary and appropriate to effect the transactions contemplated herein. Purchaser may adopt and provide for Hired Employees such employee benefit plans as it may determine in its sole discretion.

ARTICLE XIII
TERMINATION

13.1 Termination . This Agreement may be terminated at any time prior to the Closing:

(a) by written agreement of Seller, the Shareholders and the Purchaser;

(b) by either the Seller or the Purchaser if the Closing shall not have been consummated on or before May 18, 2007; provided , however , that such termination right shall not be available to a party that has failed to fulfill its obligations under this Agreement or whose

actions or omissions have been a significant cause of the Closing not occurring on or before such date;

(c) by the Purchaser if any of the conditions in Section 8.1 or Section 8.2 is or becomes impossible (other that through failure of the Purchaser to fulfill its obligations under this Agreement) and the Purchaser has not waived in writing such condition on or before the Closing;

(d) by the Seller if any of the conditions in Section 8.1 or Section 8.3 is or becomes impossible (other that through failure of the Seller to fulfill its obligations under this Agreement) and the Seller has not waived in writing such condition on or before the Closing; or

(e) by either the Seller or the Purchaser if there shall be any law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any non-appealable final order, decree or judgment of any court or governmental body having competent jurisdiction.

The party desiring to terminate this Agreement pursuant to clauses (b) or (e) shall give notice of such termination to the other parties.

13.2 Effect of Termination . If this Agreement is terminated as permitted by Section 13.1 , such termination shall be without liability of either party (or any shareholder, member, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement; provided , however , that if such termination shall result from the willful failure of any party to fulfill a condition to the performance of the obligations of another party or to perform a covenant of this Agreement or from a willful breach of any representation or warranty by any party to this Agreement, such party shall be fully liable for any and all Losses incurred or suffered by the other parties as a result of such failure or breach. The provisions of Sections 6.4 (Confidentiality), 14.1 (Notices), 14.2 (Entire Agreement), 14.3 (Governing Law and Venue), and 14.11 (Expenses) shall survive any termination of this Agreement pursuant to this Article XIII .

ARTICLE XIV
MISCELLANEOUS

14.1 Notices . All notices, waiver, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or a professional messenger service), or sent by facsimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed as follows:

	if to the Purchaser:		Echo/TMG Holdings, LLC
			c/o Echo Global Logistics, Inc.
			600 West Chicago Ave.
			Suite 830
			Chicago, Illinois 60610
			Attention: Orazio Buzza
			Fax: (773) 326-0807

	with a copy to:		Winston & Strawn LLP
			35 West Wacker Drive
			Chicago, Illinois 60601
			Attention: Richard E. Ginsberg
			Fax: (312) 558-5700

	if to the Seller:		Transportation Management Group
			2700 Homestead Road, Unit 201
			Park City, Utah 84098

	with a copy to:		Hitchcock, Bowman & Schachter
			Suite 1030 Del Amo Boulevard
			Torrance, California 90503-3579
			Attention: Robert Schachter
			Fax: (310) 540-8734

	if to the Shareholders:		Walter Buster Schwab
			c/o Transportation Management Group
			2700 Homestead Road, Unit 201
			Park City, Utah 84098

	and to:		Ryan Renne
			c/o Transportation Management Group
			2700 Homestead Road, Unit 201
			Park City, Utah 84098

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgment or other evidence of actual receipt or delivery to the address. In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three (3) business days thereafter. Either party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

14.2 Entire Agreement . This Agreement (including without limitation the schedules and exhibits hereto) and the agreements, documents and instruments to be executed and delivered pursuant hereto or thereto are intended to embody the final, complete and exclusive agreement among the parties with respect to the sale of the Purchased Assets and related

transactions; are intended to supersede all prior letters of intent, agreements, understandings and representations (whether written or oral) with respect thereto; and may not be contradicted by evidence of any such prior or contemporaneous agreement, understanding or representation, whether written or oral.

14.3 Governing Law and Venue . THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE, AND WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ANY SUIT BROUGHT HEREON AND ANY AND ALL LEGAL PROCEEDINGS TO ENFORCE THIS AGREEMENT, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS SITTING IN THE STATE OF ILLINOIS, THE PARTIES HERETO HEREBY WAIVING ANY CLAIM OR DEFENSE THAT SUCH FORUM IS NOT CONVENIENT OR PROPER. EACH PARTY HEREBY AGREES THAT ANY SUCH COURT SHALL HAVE IN PERSONAM JURISDICTION OVER IT, CONSENTS TO SERVICE OF PROCESS IN ANY MANNER PRESCRIBED IN SECTION 14.1 OR IN ANY OTHER MANNER AUTHORIZED BY ILLINOIS LAW, AND AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER SPECIFIED BY LAW.

14.4 Binding Effect . This Agreement and the rights, covenants, conditions and obligations of the respective parties hereto and any instrument or agreement executed pursuant hereto shall be binding upon the parties and their respective successors, assigns and legal representatives. Neither this Agreement, nor any rights or obligations of any party hereunder, may be assigned by a party without the prior written consent of the other party.

14.5 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A facsimile signature shall be acceptable as an originally executed signature for all purposes of this Agreement. In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart.

14.6 Further Assurances . Each party hereto agrees to promptly execute and deliver all further instruments and documents and take all further action necessary or appropriate or that the other party may reasonably request in order to effect the purposes of this Agreement and the other agreements delivered in connection herewith.

14.7 Section Headings . The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14.8 Gender; Tense, Etc . Where the context or construction requires, all words applied in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa.

14.9 Severability . In the event that any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. However, unless such stricken provision goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.

14.10 No Third Party Rights .

(a) Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person or entity other than the parties to it and their respective successors in interest and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement.

(b) No provision in this Agreement shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of Seller in respect of continued employment (or resumed employment) with Seller and no provision shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Employee Plan or Benefit Arrangement or any plan or arrangement that may be established by the Purchaser or any of its affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any Employee Benefit Plan.

14.11 Expenses . Except as otherwise set forth in this Agreement, Seller and the Shareholders, on the one hand, and Purchaser, on the other hand, will each bear their own costs and expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated herein; provided , however , that Seller and the Shareholders shall be solely responsible for (i) any legal, accounting or other costs or expenses incurred by Seller or any Shareholder in connection with this Agreement and the transactions contemplated hereby and (ii) any brokers’, finders’ or referral fees payable by Seller or any Shareholder in connection with the transactions contemplated hereby.

14.12 Amendments; No Waivers .

(a) Any provision of this Agreement may be amended prior to the Closing Date if, and only if, such amendment is in writing and signed by the Purchaser, Seller and the Shareholders. Any provision of this Agreement may be waived if the waiver is in writing and signed by the party to be bound.

(b) No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other of further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

14.13 No Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

14.14 Guaranty . Echo hereby irrevocably and unconditionally guarantees (the “ Guaranty ”) to Seller the full and timely payment of any amounts payable and the prompt performance of all obligations of Purchaser under this Agreement (for purposes of this Section 20 , the “ Obligations ”) when and as the same shall become due hereunder. The Guaranty is a guarantee of payment and performance and not of collection only. Seller acknowledges and agrees that the Obligations are subject to and shall be determined in accordance with the express terms and conditions of this Agreement. The liability of Echo under the Guaranty is absolute and unconditional and the Guaranty shall be binding upon Echo and its successors and assigns, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim Echo may have against Seller hereunder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided , that any claim under the Guaranty against Echo shall be subject to, and Echo shall have available to it in defense of any such claim, any and all of Purchaser’s rights and defenses (including rights of set-off or deduction), whether arising hereunder or otherwise, in respect of any such claim. Echo agrees that the Guaranty may be enforced by Seller without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse to this Agreement. Echo waives any right now or hereafter existing requiring Seller, as a condition to proceeding against Echo, to proceed against Purchaser or any other person.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

	PURCHASER:

	ECHO/TMG HOLDINGS, LLC

	By:	Echo Global Logistics, Inc., its sole member


	By:	/s/ Douglas R. Waggoner
	Name:	Douglas R. Waggoner
	Its:	Chief Executive Officer


	SELLER:

	MOUNTAIN LOGISTICS, INC. d/b/a TRANSPORTATION MANAGEMENT GROUP

	By:	/s/ Buster Schwab
	Name:	Buster Schwab
	Its:	President

	SHAREHOLDERS:

	/s/ Walter W. Schwab
	Walter Buster Schwab

	/s/ Ryan Renne
	Ryan Renne

[Signature Page to Asset Purchase Agreement]

The undersigned is hereby executing and delivering this Agreement solely for the purpose of agreeing to the provisions of and accepting any obligations under Section 14.14

hereof.

	ECHO :

	ECHO GLOBAL LOGISTICS, INC.

	By:	/s/ Douglas R. Waggoner
	Name:	Douglas R. Waggoner
	Its:	Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

Exhibit 10.15

ASSET PURCHASE AGREEMENT

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.

RECITALS

A. Prior to the consummation of the transactions contemplated under this Agreement, Selectrans is an Application Service Provider ( “ASP” ) engaged in the business of providing freight management, carrier integration data and software products with respect to or related to the use of “Shipkit”, its proprietary software product developed by the Sellers, and related services to companies that utilize the freight transportation industry (the “Business”);

B. Collectively, the Owners as set forth on the Ownership Schedule attached hereto own all of the member interests in Selectrans, and each Owner is the sole owner of his or her member interest set forth next to such Owner’s name on the Ownership Schedule; and

C. The Sellers wish to sell to Purchaser, and Purchaser wishes to purchase from the Sellers, the Purchased Assets, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiently of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Purchased Assets . Upon the terms and subject to the conditions set forth in this Agreement, Selectrans hereby sells, conveys, assigns, transfers and delivers the Purchased Assets to Purchaser, and Purchaser hereby purchases the Purchased Assets from Selectrans, for the consideration and in accordance with the provisions of this Agreement. The Sellers hereby agree to take all actions necessary to effectuate the conveyance of the Purchased Assets from Selectrans to Purchaser. The term “Purchased Assets” shall mean each of the following, if any:

(a) all customer contracts, sales materials, sales leads, and other sales related documentation and the right to pursue any types of sales orders related to the business (as listed on Schedule 1(a) attached hereto and incorporated herein);

(b) all software, data, and related computer code of Selectrans, in all stages of development and preparation, websites, domain names and all intellectual property, including the copyright and trademark of “Shipkit” of Selectrans, including licenses thereof (as listed on Schedule 1(b) attached hereto and incorporated herein);

(c) all rights and benefits that Selectrans may have under any and all agreements, purchase orders, forward commitments for works-in-progress, licenses, leases and other contracts and agreements, whether written or oral, express or implied, if any;

(d) all rights to receive revenue from any users of Selectrans technology products and services and related services including “ShipKit” (the “Future Technology Revenue” ) (as listed on Schedule 1(d) attached hereto and incorporated herein);

(e) all furniture, fixtures and equipment of Selectrans, if any, (the “FF&E” ) (as listed on Schedule 1(e) attached hereto and incorporated herein).

2. Excluded Assets . Notwithstanding the foregoing, Selectrans hereby retains ownership and other rights with respect to: (a) cash on hand of Selectrans (b) records and tax returns of Selectrans, and (c) all rights and property of Selectrans, if any, excluded under this Agreement or as set forth on Schedule 2 attached hereto and incorporated herein (collectively, the “Excluded Assets”).

3. Assumed Liabilities . No liabilities of any kind are assumed by Purchaser.

4. Retained Liabilities .

All liabilities of Selectrans, including leased equipment and leaseholds, if any, (as set forth on Schedule 4 attached hereto and incorporated herein), other than the Assumed Liabilities (the “Retained Liabilities”) shall remain obligations of Selectrans and the Purchaser shall not assume any responsibility or liability in connection with the Retained Liabilities as a result of the execution of this Agreement or the consummation of the Transactions contemplated hereby. The Purchaser does not assume or agree to be liable for any Retained Liability, including without limitation, any obligations owed by Seller to any bank, governmental entity, or other creditor of any type, and any accounts payable of Seller.

5. Initial Purchase Price.

(a) The initial purchase price shall be paid and delivered at Closing by the Purchaser to Selectrans or its nominees for the sale, transfer and delivery of the Purchased Assets and the rights, benefits and obligations conferred upon the parties and undertaken by the parties under this Agreement, shall be paid and delivered such amounts and such Class A Common Shares set forth below (the “Initial Purchase Price”):

(i) Three Hundred and Fifty thousand U.S. Dollars ($350,000), to be paid to Selectrans upon the date of execution of this Agreement (the “Initial Cash Portion”), by wire transfer of immediately available fund.

(ii) one hundred and fifty thousand (150,000) shares of Echo Global Logistics, Inc. Class A Common Stock (“Initial Common Shares” ).

(b) The Initial Purchase Price will be allocated among the Purchased Assets (including the restrictive covenants set forth in Section 11), and the other consideration provided by the Sellers in accordance with the allocation set forth in Schedule 5(b). The Sellers and the Purchaser agree to report this transaction for all applicable income tax and other purposes in a manner consistent with such allocation.

6. Additional Purchase Price .

(a) For the purposes of this Section 6 , the following terms shall have the meanings set forth below:

“Earn-Out Period” shall mean the period beginning on the Effective Date and ending three years following the Effective Date.

“Gross Revenue” shall be determined on an accrual basis and shall include all of the Future Technology Revenue charged to customers, including Selectans customers, during the Earn-Out Period from the sale or exploitation of the technology products and services transferred to Purchaser pursuant to this Agreement, including the ShipKit software, as such software may be modified or customized by Purchaser subsequent to the Effective Date. Gross Revenue also shall include the transaction fees from the exploitation

of ShipKit by Purchaser, including all fees charged or which could have been charged when Purchaser offers ShipKit to any of its customers and such customer utilizes ShipKit, whether or not Purchaser charges the customer such transaction fees. Purchaser shall credit Gross Revenue for each transaction in the amount which is the actually charged to customer but not less than $2.50 per transaction, whether or not Purchaser charges its customers transaction fees. The Selectrans’ Standard Transaction Fees Pricing Schedule is attached as Schedule 6(a), which sets forth Selectrans suggested transaction fees. The Additional Purchase Price as defined in Section 6 shall only apply in instances where the Gross Revenue generated is from a Selectrans or Shopkit stand alone application, that is sold and priced in a stand alone manner. Additional Purchase Price shall not apply to revenue generated from Echo or Echo’s technology including in circustances where elements of Selectrans technology is embedded or adopted into Echo’s systems or software.

“Sales People” means each of Doug and Daryl.

(b) In addition to the Initial Purchase Price payable on the date hereof, Doug and Daryl, collectively, on a 50%/50% basis each to Doug and Daryl, shall be paid and be delivered during the Earn-Out Period, as additional purchase price for the Purchased Assets (“the Additional Purchase Price”): (i) additional cash payments calculated in accordance with the definitions set forth in Section 6(a) equal to thirty-five percent (35%) of the Gross Revenue generated by the Business during the Eam-Out Period to be paid each quarter (the “Additional Cash Portion”), up to a maximum of $1,000,000 in the aggregate (the “Maximum Additional Cash Portion”) during over the entire Earn-Out Period, and (ii) if, under the terms of this Section 6, the Maximum Additional Cash Portion of $1,000,000 is owed to Selectrans, then at such time, as part of the Additional Purchase Price, Purchaser shall assign and deliver to Selectrans, or its nominee, the additional amount of 75,000 Class A Common Shares of Echo Global Logistics, Inc. (the “Additional Common Shares”).

(c) Promptly following the end of each quarter during the Earn-Out Period and at the end of the Earn-Out Period, but in no event later than sixty (60) days following the end of each such period, the Purchaser shall prepare in good faith the computation of the Additional Purchase Price setting forth the Gross Revenue and the amount due Selectrans, all in reasonable detail (the “Additional Purchase Price Computation Statement” or “Statement”), together with all information requested by Selectrans to permit verification of the information set forth therein, to Selectrans for review. The Chief Financial Officer of the Purchaser shall certify to Selectrans that the information set forth in the Statement is true and correct. Purchaser shall also permit Selectrans and its representatives reasonable access to the books and records of Purchaser related to the Business to permit and enable Selectrans to verify the information provided by Purchaser.

(d) Within thirty (30) days following receipt of the Statement, Selectrans shall deliver to the Purchaser a notice of objection (an “Objection Notice” ) disputing the Statement or a notice of acceptance (an “Acceptance Notice” ) accepting the Statement with respect to the determination by the Purchaser of the amounts of Additional Cash Portion and the Additional Common Shares. If an Acceptance Notice is delivered by Selectrans to the Purchaser within such thirty (30) day period, then the determination by the Purchaser shall be final and binding on the Sellers, and within fifteen (15) days thereafter, the amount of the Additional Cash Portion and the Additional Common Shares then due and owing to Selectrans shall be paid or delivered to Selectrans.

(e) If an Objection Notice is delivered by Selectrans to the Purchaser within such thirty (30) day period, then except for amounts of the Additional Purchase Price set forth in the Statement not in dispute which shall be paid as hereinbefore provided, such disputed amounts set forth therein shall be resolved as follows:

(i) Selectrans and Purchaser shall promptly endeavor to negotiate in good faith in an

attempt to agree upon the amount of the Additional Cash Portion or the Additional Common Shares. In the event that a written agreement determining such amounts has not been reached within ten (10) business days after the date of receipt by the Purchaser from Selectrans of Selectrans’ Objection Notice thereto, the Purchaser shall suggest three reputable accounting firms with whom the Purchaser and its principals and the Sellers have no professional relationship to adjudicate the determination of the Additional Purchase Price, and Selectrans shall be permitted to choose one of these firms, which accounting firm shall serve as the arbiter for the dispute over the Additional Purchase Prices (the “Arbiter”). Upon the selection of the Arbiter, each of the Purchaser’s and Selectrans’ determination of the Additional Purchase Price shall be submitted to the Arbiter.

(ii) The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Additional Purchase Price as promptly as practicable, and to resolve only those issues of dispute set forth in the Objection Notice. Selectrans and Purchaser shall each furnish to the Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed issues as the Arbiter may reasonably request. The Arbiter shall establish the procedures it shall follow (including procedures regarding to the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and Selectrans to resolve each of the disputed items and amounts as accurately, quickly, efficiently and inexpensively as possible. The resolution of the dispute and the calculation of the Additional Purchase Price shall be final and binding upon each party hereto.

(f) Within fifteen (15) business days after final determination of the Additional Purchase Price, Purchaser shall pay the entire amount, as finally determined, by wire transfer of immediately available funds to an account designated in writing by Selectrans.

7. Representations and Warranties of an Owner . Except for Allison who makes no representations or warranties whatsoever, each Owner, severally and not jointly, hereby represents and warrants to the Purchaser as follows:

(a) Authority . The Owner has full power, right and authority to enter into and perform his or her obligations under this Agreement and each of the Transaction Documents to which the Owner is a party, except as disclosed on Schedule 7(a) .

(b) E nforceability . This Agreement and each of the Transaction Documents to which the Owner is a party has been duly executed and delivered by such Owner and is the valid and binding obligation of such Owner or Selectrans as the case may be and is enforceable against such Owner or Selectrans in accordance with its respective terms. To the best of Owner’s knowledge and belief, no permits, approvals or consents of or notifications to (i) any governmental entities or (ii) any other Persons are necessary in connection with the execution, delivery and performance by such Owner of this Agreement and the Transaction Documents to which such Owner is a party and the consummation by such Owner of the transactions contemplated hereby and thereby.

(c) Transaction Not a Breach . Neither the execution and delivery of this Agreement and the Transaction Documents by the Owner, nor the performance by such Owner of the transactions contemplated hereby or thereby will not violate and conflict with, or result in the breach of any of the terms, conditions, or provisions of any contract, agreement, mortgage, or other instrument or obligation of any nature to which such Owner is a party or by which such Owner is bound.

8. Re presentations and Warranties of the Sellers . The Sellers hereby represent and warrant to the Purchaser as follows:

(a) Authority . Selectrans has full power, right and authority to enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The

execution, delivery and performance by Selectrans of this Agreement and each of the Transaction Documents to which Selectrans is a party has been duly and properly authorized by all requisite action in accordance with applicable law and with the Operating Agreement of Selectrans, except as disclosed on Schedule 7(a) .

(b) Enforceability . This Agreement and each of the Transaction Documents to which Selectrans is a party has been duly executed and delivered by Selectrans and is the valid and binding obligation of Selectrans and is enforceable against Selectrans in accordance with its respective terms. To the best of Sellers’ knowledge and belief, no permits, approvals or consents of or notifications to (i) any governmental entities or (ii) any other Persons are necessary in connection with the execution, delivery and performance by Selectrans of this Agreement and the Transaction Documents to which Selectrans is a party and the consummation by Selectrans of the transactions contemplated hereby and thereby,

(c) Transaction Not a Breach . Neither the execution and delivery of this Agreement and the Transaction Documents by Selectrans, nor the performance by Selectrans of the transactions contemplated hereby or thereby will not violate and conflict with, or result in the breach of any of the terms, conditions, or provisions of this Agreement or of any contract, agreement, mortgage, or other instrument or obligation of any nature to which Selectrans is a party or by which Selectrans is bound.

(d) Title to Purchased Assets . Selectrans has valid title to the Purchased Assets, free and clear of all liens claims or encumbrances.

9. Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants to the Sellers and Owners as follows:

(a) Authorization . Purchaser has full power, right and authority to enter into and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents to which it is a party have been duly and properly authorized by all requisite limited liability company action in accordance with applicable law and with the corporate documents and authority of Purchaser.

(b) Enforceability . This Agreement and each of the Transaction Documents to which Purchaser is a party have been duly executed and delivered by Purchaser and are the valid and binding obligation of Purchaser and are enforceable against Purchaser in accordance with their respective terms. No permits, approvals or consents of or notifications to (i) any governmental entities or (ii) any other Persons are necessary in connection with the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby or thereby.

(c) Transaction Not a Breach . The execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser will not violate and conflict with, or result in the breach of any of the terms, conditions, or provisions of Purchaser’s Articles of Incorporation, Bylaws, or agreement or of any contract, agreement, mortgage, or other instrument or obligation of any nature to which Purchaser is a party or by which Purchaser is bound.

10. Deliveries .

(a) Sellers’ Deliveries. In connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the Sellers are delivering to the Purchaser the following, all of which shall be deemed to be delivered simultaneously:

(i) A Bill of Sale for the Purchased Assets, duly executed by each of the Sellers, in

substantially the form attached hereto as Exhibit A (the “Bill of Sale” ).

(ii) Legal and actual possession of the Purchased Assets to the Purchaser, together with any keys, combinations, alarm systems and related codes and other rights of access required to take legal and actual possession of the Purchased Assets.

(iii) Such other documents of Sellers as may be necessary and proper to consummate the transactions set forth herein.

(iv) All source code and related technology documentation of Selectrans.

(b) Purchaser Deliveries. In connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, the Purchaser is delivering to the Sellers and the Owners the following, all of which shall be deemed to be delivered simultaneously:

(i) Payment of the Initial Cash Portion to Sellers and Owners;

(ii) Delivery of certificates evidencing the transfer to Sellers of the Initial Common Shares allocated among Sellers in accordance with the written direction of Sellers to Purchaser.

(iii) Such other documents of Purchaser as may be necessary and proper to consummate the transactions set forth herein.

11. Noncompetition . Subject to the provisions of Schedule 11(i) of this Agreement as it relates to Daryl only, it is agreed as set forth herein.

(a) Each Seller agrees and consents that there exists valid and sufficient consideration that during the Noncompetition Period (as defined below), such Seller will not, directly or indirectly, in any manner willfully (whether as an owner, officer, director, partner, manager, employee, independent contractor, consultant or otherwise):

(i) engage or participate in any other company or entity to the actual knowledge of Seller engaged in or planning to engage in the Business in the United States; or

(ii) solicit, place, market, service, accept, aid, consult or do business with any customer or account of Selectrans that has done business with Selectrans within the past twelve months, with respect to the Business within the United States, except for the benefit of the Purchaser.

(b) Each Seller agrees that during the Noncompetition Period, such Seller will not, directly or indirectly, in any manner willfully (whether as an owner, officer, director, partner, manager, employee, independent contractor, consultant or otherwise), solicit for employment or other services or employ or engage as a consultant or otherwise any then current employee, supplier and/or vendor of the Purchaser.

(c) At all times during the Noncompetition Period, each Seller agrees not to willfully disparage, denigrate or derogate in any way, directly or indirectly, the Purchaser or the Business. In addition, each Seller unconditionally agrees not to willfully take any action intended to disturb or disrupt the conduct of the Business by the Purchaser during the Noncompetition Period.

(d) For purposes hereof, the “Noncompetition Period” shall mean the mean the three year period commencing on the Effective Date and ending on the third anniversary of the Effective Date.

(e) Each of the covenants contained in this Section 11 shall terminate with respect to each and every Seller upon (A) the failure by Purchaser to make any material payment due and owing under this Agreement if such breach remains uncured for thirty (30) days following written notice thereof, provided that these covenants shall not terminate if Purchaser is contesting in good faith its obligation to make such payment, pursuant to a written notice to Sellers alleging a material breach hereunder and such breach remains uncured for thirty (30) days following such notice, or (B) (I) the voluntary filing of a petition under the bankruptcy code by Purchaser, (II) the filing of an involuntary bankruptcy petition against Purchaser, which petition is not dismissed within ninety days, (III) the Purchaser making an assignment for the benefit of its creditors.

(f) Notwithstanding the foregoing, nothing in this Section 11 shall prevent any Seller from owning less than 1% of the equity of any corporation traded on any national, international, or regional stock exchange or in the over-the-counter market.

(g) If any Seller breaches, or threatens to commit a breach of, any of the covenants set forth in this Section 11 (the “Restrictive Covenants” ), the Purchaser shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, including immediate temporary injunctive relief without bond and without the necessity of showing actual monetary damages, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Purchaser and that money damages would not provide an adequate remedy to the Company, which right and remedy is in addition to, and not in lieu of, any other rights and remedies available to the Purchaser under law or in equity. Each Seller acknowledges that such Seller has means to support himself and his dependents other than by engaging in the Business, or a business similar to the Business, and the provisions of this Section 11 will not impair such ability, provided that the Purchaser employs Daryl as provided in this Agreement.

(h) If any court of competent jurisdiction at any time deems the Restrictive Covenants, or any part hereof, unenforceable because of the duration or geographical scope of such provisions, the other provisions of this Section 11 , will nevertheless stand and to the full extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable, and that the court enforce them to such extent.

(i) If Daryl’s employment by the Purchaser is terminated by Purchaser at any time prior to the third anniversary of the Effective Date, then (i) the noncompetition covenant set forth in Section 1 l(a)(i) above that applies to all Sellers shall not apply to Daryl thereafter, and (ii) at such time Daryl shall be granted a non-exclusive, royalty free, perpetual license for use and exploit the ShipKit software, but not the tradename “ShipKit”, as modified, customized and existing on the later of the Effective Date, or if employed, then on the date of termination of Daryl’s employment, and such other terms and conditions set forth in Schedule 11(i) attached hereto and made a part hereof.

12. Accounts Receivable . All payments and reimbursements made by any third party in the name of or to Selectrans in connection with or arising out of the Purchased Assets after the Closing Date shall be held by Selectrans in trust to the benefit of Purchaser and, promptly, and in any event within three (3) business days, upon receipt by Selectrans of any such payment or reimbursements, Selectrans shall forward to Purchaser the amount of such payment or reimbursement without right of set off, together with all corresponding notes and information received in connection therewith.

13. Several and Not Joint Liability . Purchaser hereby agrees and acknowledges that any liability of a Seller in connection with this Agreement, whether with respect to a contingent claim, a tort claim, a breach of this Agreement, or otherwise, shall be several and not joint.

14. Operation of Business during the Earn-Out Period .

(a) During the Earn-Out Period, (i) Purchaser shall maintain the integrity of the Business for accounting purposes, so as to make the calculation of Additional Purchase Price feasible and verifiable; (ii) the Purchaser will use commercially reasonable efforts to maximize the Gross Revenue of the Business.

(b) During the Earn-Out Period, Purchaser shall maintain and preserve the Business and its assets in accordance with ordinary business prudence and shall operate the Business in a commercially reasonable manner, and shall (i) not take any action to harm the goodwill and business relationships of the Business; (ii) comply with the undertakings set forth in Sections 6(g) and 6(h) above, and (iii) maintain the books and records relating to the Business in the usual and ordinary manner and in a manner that fairly and correctly reflects the Gross Revenue of the Business.

(c) During the Earn-Out Period, if Purchaser either (i) acquires an existing customer of Selectrons listed on Schedule 1(a), or (ii) provides the ShipK.it software and services included in the Business to such customers without charge, then in each case then the gross revenue of such customer shall be calculated as if such customer had not been acquired or had been charged, and the entire amount of such gross revenue that would have been realized shall continue to be added to Gross Revenue in the calculation of the Additional Purchase Price, including both the Additional Cash Portion and the Maximum Additional Cash Portion, as if such customer had not been acquired by Purchaser.

15. Fees and Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, but not limited to, any broker’s or finder’s fees) shall be paid by the party incurring such costs and expenses.

16. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflicts of law rules thereof.

17. Assignment . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, but will not be assignable or delegable by any Seller, on the one hand, or the Purchaser, on the other hand, without the prior written consent of the other party hereto, provided , however , that the Purchaser shall be entitled to assign its rights and benefits hereto, without the consent of the Sellers (a) to an Affiliate of the Purchaser so long as the Affiliate assumes the Purchaser’s rights and obligations hereunder and (b) in connection with a sale of all or substantially all of Purchaser’s assets so long as the assignee assumes the Purchaser’s obligations hereunder, and provided further , that the Sellers and each of them and the Owners shall be entitled to assign their rights and benefits hereto, without the consent of the Purchaser (a) to and among the Sellers or their nominees, and (b) to an Affiliate of a Seller so long as the Affiliate assumes the Seller’s rights and obligations hereunder, and (c) in connection with a sale of all or substantially all of such Selectans’ assets or if Selectrans is merged into a successor entity, so long as the assignee assumes Selectrans’ obligations hereunder.

18. Amendment and Waiver . This Agreement or any provision hereof, may be amended or waived; provided, that any such amendment or waiver will be binding on the parties hereto only if such amendment or waiver is set forth in a writing executed by the party or parties to be bound by such amendment or waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of this Agreement or any of the documents, agreements and instruments executed in connection herewith or contemplated hereby.

19. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall have the force and effect of the original and such counterparts together shall constitute one and the same instrument. A facsimile signature shall be acceptable as an original for all purposes.

20. Notices . All notices, consents and other communications to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, or (c) sent by facsimile transmission with a confirmation copy sent by overnight courier, in each case, to the parties at the addresses and facsimile numbers as set forth below or at such other addresses and facsimile numbers as may be furnished in writing:

(i) If to Selectrans, the Sellers, or the owners:

Selectrans Group, LLC

and

Daryl P. Chol

with a copy (which shall not constitute notice) to Daryl’s attorney:

Frederick Choi

and

Douglas R. Waggoner

with a copy (which shall not constitute notice) to Doug’s and Selectrans’ attorney:

Robert I. Wertheimer

Wertheimer & Zaluda

707 Skokie Boulevard

Suite 555

Northbrook, Illinois 60062

Fax: (847)480-5282

(ii) If to the Purchaser:

Echo Global Logistics Inc.

600 West Chicago Avenue, Suite 830

Chicago, Illinois 60610

Fax 312.873.4365

Attention: President

Date of service of such notice shall be (x) the date such notice is personally delivered, (y) one (1) day after the date of delivery to the overnight courier if sent by overnight courier, or (z) the next succeeding business day after transmission by facsimile.

21. No Third Party Beneficiaries; Entire Agreement . No person or entity who is not a party to this Agreement, including, but not limited to, any employee or former employee of Selectrans, shall be deemed to be a beneficiary of any provision of this Agreement, and no such person shall have any claim, cause of action, right or remedy pursuant to this Agreement. This Agreement, including the Exhibits and Schedules attached hereto (and any other instruments executed and delivered in connection herewith), and any other agreements required by this Agreement, embody the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes all prior discussions, negotiations, agreements and understandings (both written and oral) between the parties with respect to the transactions contemplated hereby that are not reflected or set forth in this Agreement, the Exhibits or the Schedules attached hereto and any other agreements required by this Agreement.

22. Further Assurances . Each party hereto agrees to promptly execute and deliver all further instruments and documents and take all further action necessary or appropriate or that the other party may reasonably request in order to effect the purposes of this Agreement and the Transaction Documents.

23. No Other Representations and Warranties . Except for the representations and warranties expressly set forth in this Agreement and the Schedules attached hereto, Purchaser acknowledges that no Selling Parties makes any other express or implied representation or warranty with respect to the Purchased Assets or the Business.

24. No Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

25. Legal Counsel . By executing this Agreement, each of the Owners, the Sellers and the Purchaser acknowledge that each was advised to obtain their own separate attorney and other advisors in connection with this Agreement and the transactions contemplated hereby and that only their separate attorney is able to advise each party as to their individual best interests hereunder.

26. Definitions : In addition to the other capitalized words and terms found elsewhere in this Agreement, the following capitalized terms shall mean as follows:

(a) “ Affiliate ” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). A reference to any party or Person in this Agreement includes such Persons that are Affiliates of that party or Person.

(b) “ Nominee ” shall mean as to any party hereto, such Person or Persons that are designed as a nominee by such party.

(c) “ Purchaser ” shall mean in addition to ECHO GLOBAL LOGISTICS, INC., any successor or assignee corporation or corporations into which or with which the Purchaser may be merged, changed or consolidated, any corporation the stock of which shall be exchanged or converted into the Common Stock of Purchaser, and any assignee of or successor to all or substantially all of the assets of the Purchaser.

(c) “ Purchase Price ” shall mean the aggregate of both the Initial Purchase Price and the Additional Purchase Price.

(d) “ Person ” or “ Persons ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, Nominee or an entity in a representative capacity.

(e) “ Transaction Documents ” shall mean this Agreement, including the Schedules and Exhibits attached hereto (and any other instruments executed and delivered in connection herewith), and any other agreements required by this Agreement.

(f) “ Willfully ” shall mean conduct that is an act or omission of a Seller or Purchaser that is willful, intentional, reckless or gross negligence, but shall not mean ordinary negligence.

27. Books and Records. Sellers and Purchaser agree that each shall maintain their material books and records for at least three (3) years following the date hereof and retain them for at least two (2) years thereafter, and further, shall permit each of the other parties and their representatives reasonable access upon reasonable notice to such books and records for any matter which such party has a reasonable and legitimate basis.

28. Acknowledgement regarding Allison . The parties hereto acknowledge that Allison is executing this Agreement solely as a member of Selectrans, a limited liability company, without representation or warranty as to any matter contained herein and not individually. All parties covenant and agree that under no circumstances will Allison be sued or made a party to any litigation by any party hereto for any cause or matter arising under this Agreement, except as a necessary party and then solely as a member of Selectrans.

29. Joinder of Spouses. Daryl is married. His spouse is not party to this Agreement. Her signature appearing on this Agreement are affixed for the sole and only purpose of indicating in writing their consent to the actions of her spouse with respect to this Agreement (statutorily required under the community property laws of the State of California). It is agreed that Daryl’s spouse is not subject to any duties, liabilities, or responsibilities with respect to this Agreement and shall not be made a party to any litigation for any cause or matter arising under this Agreement or related thereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Each of the Owners, the Sellers and the Purchaser acknowledges that they have read and understood this Agreement, including, without limitation Section 25 hereof, and has either obtained its own independent counsel with respect to the transactions contemplated hereby, or waived its right to have counsel review this Agreement.

SELLERS:

SELECTRANS GROUP, LLC,
A Nevada limited liability company

	By: Its members

	/s/ Douglas R. Waggoner
	Douglas R. Waggoner, as a member
	and individually as a Seller

	/s/ Allison L. Waggoner
	Allison L. Waggoner, solely as a member

	/s/ Daryl P.Chol
	Daryl Chol, as a member and individually as a Seller

	Date of execution: March 21, 2007

I am the spouse of Daryl Chol. I hereby approve and consent to my spouse’s entering into this contract.

	/s/ Jacquelyn A.Chol
	Jacquelyn A.Chol

PURCHASER:

ECHO GLOBAL LOGISTICS INC.,
a Delaware Corporation

	By:	/s/ Orazia Buzza
	Print Name:		Orazia Buzza
	Its:	President
	Date of Execution:March 22, 2007

OWNERS:
/s/ Douglas R. Waggoner
Douglas R. Waggoner

/s/ Allison L.Waggoner
Allison L.Waggoner

/s/ Daryl P. Chol
Daryl P. Chol

Date of execution: March 21, 2007

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated April 28, 2008, for Echo Global Logistics, Inc. and our report dated April 28, 2008, for Mountain Logistics, Inc. in the Registration Statement (Form S-1 No. ) and related Prospectus of Echo Global Logistics, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Chicago, Illinois
April 30, 2008