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As filed with the Securities and Exchange Commission on September 16, 2009

Registration No. 333-150514

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6
TO
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 (State or other jurisdiction of incorporation or organization)	4731 (Primary Standard Industrial Classification Code Number)	20-5001120 (I.R.S. Employer Identification Number)
600 West Chicago Avenue Suite 725 Chicago, Illinois 60654 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 60654 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer ý (Do not check if a smaller reporting company)	Smaller reporting company o

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.

PROSPECTUS (Subject to Completion)

Issued September 16, 2009

5,700,000 Shares

ECHO GLOBAL LOGISTICS, INC.

Common Stock

Echo Global Logistics, Inc. is offering 5,700,000 shares of its common stock. This is our initial public offering and no public market exists for our shares. We anticipate that the initial public offering price will be between $13.00 and $15.00 per share.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 11 to read about factors you should consider before buying shares of our common stock.

We intend to list our common stock on The Nasdaq Global Market under the symbol "ECHO."

		Price to Public			Underwriting Discounts and Commissions			Proceeds to Echo (before expenses)
Per Share		$			$			$
Total		$			$			$

The underwriters may also purchase up to an additional 855,000 shares of common stock from the selling stockholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over allotments, if any. The selling stockholders are not offering any shares other than those contemplated by the overallotment option, and we will not receive any of the proceeds from any sale of shares of common stock by the selling stockholders pursuant to that option.

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 to purchasers on or about , 2009.

Morgan Stanley

Credit Suisse

William Blair & Company

Thomas Weisel Partners LLC

Barrington Research

Craig-Hallum Capital Group

, 2009.

TABLE OF CONTENTS

	Page		Page
Prospectus Summary	1	Compensation Discussion and Analysis	74
Risk Factors	11	Certain Relationships and Related Party
Forward-Looking Statements	24	Transactions	95
Use of Proceeds	25	Principal and Selling Stockholders	101
Dividend Policy	25	Description of Capital Stock	104
Capitalization	26	Shares Eligible for Future Sale	108
Dilution	27	Certain Material U.S. Federal Income Tax
Selected Consolidated Financial and		Consequences to Non-U.S. Holders	109
Other Data	29	Underwriting	113
Management's Discussion and Analysis of		Validity of Common Stock	117
Financial Condition and Results of		Experts	117
Operations	31	Where You Can Find Additional
Business	52	Information	117
Management	69	Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different or additional information. This prospectus is not an offer to sell or a solicitation of an offer to buy our common stock in any jurisdiction where it is unlawful to do so. The information contained in this prospectus is accurate only as of its date, regardless of the date of delivery of this prospectus or of any sale of our common stock.

Until and including , 2009, 25 days after the commencement of this offering, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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 11, 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 transportation and supply chain management services, delivered on a proprietary technology platform, serving the transportation and logistics needs of our clients. Our web-based technology platform compiles and analyzes data from our network of over 22,000 transportation providers to serve our clients' shipping and freight management needs. Our technology platform, composed of web-based software applications and a proprietary database, enables us to identify excess transportation capacity, obtain competitive rates, and execute thousands of shipments every day while providing high levels of service and reliability. Transportation involves the physical movement of goods, and logistics relates to the management and flow of those goods from origin to destination. We focus primarily on arranging transportation across the major modes, including truckload (TL), less than truck load (LTL) and small parcel, and we also offer inter-modal (which involves moving a shipment by rail and truck), domestic air, expedited and international transportation services.

The ability of our technology platform to identify excess capacity solves a longstanding transportation industry problem of failing to match demand with available supply. As a result, we believe we provide tangible benefits to both our clients and to the carriers in our network. As a technology enabled supply chain services provider, our operating platform is centralized, proprietary and scalable, which enables us to support a significant increase in the number of clients we serve and shipments we execute without significant additional capital investment. Additionally, 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.

Our proprietary web-based technology platform, Evolved Transportation Manager (ETM), allows us to analyze our clients' transportation requirements and provide recommendations that can result in cost savings for our enterprise clients of approximately 5% to 15%. 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 shipping alternatives. The prices we quote to our clients for their shipping needs include the market cost of fuel, which we pass through to our clients. After the carrier is selected, either by the client or us, we use our ETM technology platform to manage all aspects of the shipping process.

Our clients gain access to our carrier network through our proprietary web-based technology platform, which enables them to capitalize on our 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 our web-based software applications 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.

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, including the management of both freight expenditures and logistical issues surrounding freight to be transported. We provide transportation and logistics services to our transactional clients on a shipment-by-shipment basis, typically with individual pricing. For the year ended December 31, 2008, enterprise and transactional clients accounted for 43% and 57% of our revenue, respectively.

We were formed in January 2005. During the six months ended June 30, 2009, we served over 11,600 clients using approximately 4,500 different carriers. The number of our enterprise clients increased from 12 in 2005 to 92 in 2008, and we entered into contracts with 15 new enterprise clients during the six months ended June 30, 2009. For the years ended December 31, 2005, 2006, 2007 and 2008, we generated revenue of $7.3 million, $33.2 million, $95.5 million and $202.8 million, respectively. In the same periods, we had income from continuing operations of ($0.5) million, ($0.5) million, $1.6 million, and $4.9 million and net income of ($0.5) million, ($0.2) million, $1.1 million and $2.9 million, respectively. 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. Our fee structure is primarily variable, although we have entered into a limited number of fixed fee arrangements that represent an insignificant amount of our revenue.

Industry Background

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 2008 was approximately $1.3 trillion. According to Armstrong & Associates, an independent research firm, gross revenue for third-party logistics in the United States in 2008 was approximately $127.0 billion.

We believe that a significant portion 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. Unused transportation capacity occurs, for example, when a transportation provider delivers its primary load, or headhaul, to a destination and does not have an adequate backhaul shipment back to its point of origin.

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. Although many large third-party logistics providers are asset-based providers, there is also a significant number of non-asset-based providers, which typically operate as small freight brokers with limited resources, limited carrier networks and modest or outdated information technology systems. We believe very few non-asset-based providers have more than 100 personnel and the small providers, comprising the vast majority, lack the scale to support the increasing requirements for national and global coverage across multiple modes of transportation, the ability to offer complete outsourcing and the ability to provide their clients with technology-driven logistics services.

According to Armstrong & Associates, from 1996 to 2008, the United States outsourced logistics market grew at a 12.5% compounded annual rate, from $30.8 billion to $127.0 billion in gross revenue. In addition, according to Armstrong & Associates, less than 10% of logistics expenditures for the United States were outsourced in 2008. We believe that the market penetration of outsourced logistics in the United States will continue to expand over the next several years and 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.

Our Competitive Advantage

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

Innovative business model with compelling value proposition for clients. We believe our technology-driven, transportation and logistics services improve on traditional transportation outsourcing models because we aggregate fragmented supply and demand information across all major modes of transportation from our network of clients and carriers. By using our proprietary technology platform and the market information (including current pricing, service and available capacity data as well as historical information) stored in our database, we are able to recommend a carrier for each shipment regardless of mode, at any given moment, typically at a highly competitive price. Our clients benefit from our aggregated buying power, and as a result, we are typically able to reduce many of our enterprise clients' total annual transportation and logistics costs by approximately 5% to 15%, while providing high-quality service.

Scalable, proprietary technology platform. Our proprietary ETM technology platform is a web-based software application that provides competitive pricing, supply chain visibility and shipment execution across all major modes of transportation. Our proprietary technology platform can support a significant increase in the number of clients we serve and shipments we execute without significant additional capital investment. Our ETM database expands and becomes more difficult to replicate as we increase the number of shipments and the amount of pricing, service and available capacity data increases. We use our ETM technology platform to analyze the capabilities of our network of over 22,000 carriers and recommend cost-effective shipping alternatives. We also use our ETM technology platform to track individual shipments and provide customized reports throughout the lifecycle of each shipment. ETM provides client-specific information by giving them self-service access to carrier pricing information derived from data stored within ETM. We believe that the ability to provide these integrated transportation and supply chain management services furthers our competitive advantage.

End-to-end technology enabled services embedded in clients' business processes. Our proprietary technology platform provides a central, scalable and configurable portal interface that enables our clients to manage their transportation and logistics costs. Our web-based software provides our clients with access to transportation market analytics and business information capabilities, including the ability to 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. Enterprise clients also benefit from dedicated teams of account executives and on-site support. We believe our proprietary technology and logistics expertise provide us with the ability to effectively serve the increasingly complex global supply chain needs of our client base and have enabled some of our clients to eliminate their internal logistics departments.

High levels of user satisfaction. Our web-based software applications enable our clients to manage the complexities in their transportation and supply chain functions. Our supply chain management services allow our clients to capitalize on our logistics expertise, pricing information and purchasing leverage in a user-friendly interface. We typically have received ratings indicating high levels of satisfaction from a wide range of our clients based on data collected from our periodic client surveys.

support from our account executives, are focused on building new transactional client relationships and migrating transactional accounts to enterprise accounts. Our agents are typically experienced industry sales professionals focused on building relationships with department level transportation managers with both existing and prospective clients. 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 enhances our ability to attract new clients and increase our revenue from existing clients.

Proven track record of success with large enterprise clients. We believe that our record of success in serving large enterprises is a key competitive advantage. As of June 30, 2009, we had contracts with 107 enterprise clients, and the total number of enterprise clients increased by 30 and 15 in 2008 and the first six months of 2009, respectively. We believe the size and diversity of these clients, combined with our track record of successful renewals, demonstrates our ability to handle complex client and industry-specific transportation needs.

Access to our carrier network. Our carrier network consists of over 22,000 carriers, which we select 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 using our visibility into carrier capacity, we are also able to negotiate favorable rates, manage our clients' transportation spend and identify cost-effective shipping alternatives.

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 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 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 using our industry experience and expanding our sales and marketing activities. As of June 30, 2009, we had contracts with 107 enterprise clients, and the total number of enterprise clients increased by 30 and 15 in 2008 and the first six months of 2009, respectively. 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 competitive prices.

Further penetrate our established client base. As we demonstrate our ability to execute shipments with high levels of service and favorable pricing, we are able to strengthen our relationships with our clients, penetrate incremental modes and geographic areas and generate more shipments. 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 selling our

enterprise services to those clients. Of our 107 enterprise clients as of June 30, 2009, 26 began as transactional clients.

Selectively pursue strategic acquisitions. We intend to selectively pursue strategic acquisitions that complement our relationships and logistics 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 our services or complement our business strategy.

Recent Development

RayTrans Distribution Services Acquisition. On June 2, 2009, we acquired substantially all of the assets of RayTrans Distribution Services, Inc., a third-party provider of brokerage services in the commercial trucking market based in Matteson, Illinois. We believe that this acquisition provides important strategic benefits for our company. RayTrans Distribution Services sales representatives and carriers specialize in flatbed, over-sized, auto-haul and other specific services as well as traditional unrefrigerated, or dry van, brokerage. This transaction adds approximately 400 transactional clients, which expands our pipeline of clients to which we can market our transportation and supply chain management services. In addition, we gained approximately 1,500 new carriers that can provide specialized transportation services to our existing clients. The purchase price for RayTrans Distribution Services consisted of approximately $5.5 million in cash paid in June 2009 and up to an additional $6.5 million in cash contingent upon the achievement of adjusted EBITDA targets by RayTrans Distribution Services on or prior to May 31, 2012.

Risk Factors

Our business is subject to numerous risks, as discussed more fully in the section entitled "Risk Factors" beginning on page 11. 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.

Benefits to Affiliates

Approximately $7.2 million of our net proceeds from this offering will be used to repay all outstanding principal and accrued interest owed under our term loan payable to EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders, and which we incurred in connection with our acquisition of RayTrans Distribution Services. Blue Media, LLC, an entity controlled by Eric P. Lefkofsky, one of our directors, will receive approximately $4.9 million of the $7.2 million. See "Certain

Relationships and Related Party Transactions—Relationship with our Founders—Term Loan with EGL Mezzanine LLC."

In addition, we intend to use approximately $3.4 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. Entities affiliated with New Enterprise Associates, of which Peter J. Barris, one of our directors, is a general partner, will receive approximately $3.3 million of the $3.4 million, and affiliates of the Nazarian family will receive approximately $0.1 million of the $3.4 million. See "Certain Relationships and Related Party Transactions—Reverse Stock Split and Recapitalization."

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, Illinois 60654, 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.

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 clients 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.

THE OFFERING

Common Stock offered by Echo		5,700,000 shares
Common Stock to be outstanding after this offering		21,493,655 shares
Underwriters' option to purchase additional shares from the selling stockholders (the selling stockholders are not offering any shares other than those contemplated by this overallotment option)		855,000 shares
Use of proceeds		We expect our net proceeds from this offering will be approximately $70.8 million (assuming an initial public offering price of $14.00 per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deduction of 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 pursuant to the underwriters' option to purchase additional shares of common stock within 30 days from the date of this prospectus. 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. We also intend to use a portion of our net proceeds from this offering to repay all outstanding principal and accrued interest under our line of credit with JPMorgan Chase Bank, N.A. (approximately $7.9 million outstanding as of June 30, 2009), and approximately $7.2 million of our net proceeds from this offering to repay all outstanding principal and accrued interest owed under our term loan payable to EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders, and which we incurred in connection with our acquisition of RayTrans Distribution Services. See "Certain Relationships and Related Party Transactions—Relationship with our Founders—Term Loan with EGL Mezzanine LLC." In addition, we intend to use approximately $3.4 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.
Proposed Nasdaq Global Market symbol		"ECHO"

•: assume the underwriters' option to purchase additional shares from the selling stockholders is not exercised;
•: give effect to a one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering; and
•: give effect to our recapitalization that will occur immediately following the stock split and prior to the completion of this offering.

The share amounts and per share dollar amounts included in the consolidated financial statements and the accompanying notes have also been adjusted to reflect the one-for-two reverse stock split retroactively.

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

•: 275,000 shares of issued unvested common stock;
•: 1,626,300 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $6.60 per share; and
•: 750,000 shares of common stock available for additional grants under our 2008 Stock Incentive Plan.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents summary consolidated financial and other data as of and for the periods indicated. Financial information for periods prior to 2005 has not been presented because we were formed in January 2005. 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 share amounts and per share dollar amounts below give effect to the one-for-two reverse stock split retroactively. The pro forma consolidated statement of operations data for the year ended December 31, 2008 and for the six months ended June 30, 2009 gives effect to the June 2, 2009 acquisition of RayTrans Distribution Services, Inc. as if this acquisition had occurred on January 1, 2008, and reflects (i) the elimination of preferred dividends accrued during the periods 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, 2008, (ii) the elimination of interest expense incurred during the periods presented as a result of the repayment of all outstanding indebtedness under our term loan payable to EGL Mezzanine LLC as if the repayment had occurred on January 1, 2008, less the related income tax effect, and (iii) the elimination of interest expense incurred during the periods presented as a result of the repayment of all outstanding indebtedness under our line of credit with JPMorgan Chase Bank, N.A. as if the repayment occurred on January 1, 2008, less the related income tax effect. The pro forma consolidated statements of operations data do not necessarily indicate the results that would have actually occurred if the acquisition of RayTrans Distribution Services, Inc. had occurred on January 1, 2008 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,			Six months ended June 30,						Pro forma six months ended June 30,
				2005			2006			2007			2008			2008			2008			2009			2009
																(unaudited)			(unaudited)			(unaudited)			(unaudited)
				(dollars and shares in thousands, except per share data)
Consolidated statements of operations data:
Revenue				$	7,322		$	33,195		$	95,461		$	202,807		$	245,537		$	89,866		$	109,354		$	121,439
Transportation costs					6,152			27,704			75,535			159,717			194,726			70,932			85,100			94,735

Gross profit					1,170			5,491			19,926			43,090			50,811			18,934			24,254			26,704
Operating expenses:
		Commissions			156			866			4,433			11,799			14,159			4,762			6,938			7,903
		General and administrative			1,472			4,387			12,037			23,115			28,740			10,117			13,726			15,170
		Depreciation and amortization			67			691			1,845			3,231			3,825			1,477			2,139			2,384

			Total operating expenses		1,695			5,944			18,315			38,145			46,724			16,356			22,803			25,457

Income (loss) from continuing operations					(525	)		(453	)		1,611			4,945			4,087			2,578			1,451			1,247
Other income (expense)					12			201			191			(144	)		(34	)		(14	)		(265	)		(121	)

Income (loss) before income taxes and discontinued operations					(513	)		(252	)		1,802			4,801			4,053			2,564			1,186			1,126
Income tax benefit (expense)					—			220			(749	)		(1,926	)		(1,627	)		(1,041	)		(467	)		(443	)

Income (loss) before discontinued operations					(513	)		(32	)		1,053			2,875			2,426			1,523			719			683
Loss from discontinued operations					—			(214	)		—			—			—			—			—			—

Net income (loss)					(513	)		(246	)		1,053			2,875			2,426			1,523			719			683
Dividends on preferred shares					(154	)		(749	)		(1,054	)		(1,054	)		—			(524	)		(527	)		—

Net income (loss) applicable to common stockholders				$	(667	)	$	(995	)	$	(1	)	$	1,821		$	2,426		$	999		$	192		$	683

Net income (loss) per share of common stock:
	Basic			$	(0.06	)	$	(0.09	)	$	—		$	0.15					$	0.08		$	0.02
	Diluted			$	(0.06	)	$	(0.09	)	$	—		$	0.14					$	0.08		$	0.02
Shares used in per share calculations:
	Basic				10,774			11,194			11,713			12,173						12,062			12,465
	Diluted				10,774			11,194			11,713			12,817						12,745			12,737

		Years ended December 31,								Pro forma year ended December 31,		Six months ended June 30,		Pro forma six months ended June 30,
		2005			2006			2007	2008	2008		2008	2009	2009
		(unaudited)			(unaudited)			(unaudited)		(unaudited)		(unaudited)	(unaudited)
		(dollars and shares in thousands, except per share data)
Pro forma income tax benefit (expense) ⁽¹⁾		$	205		$	(34	)
Pro forma net loss ⁽¹⁾		$	(308	)	$	(280	)
Pro forma net income (loss) per share of common stock ⁽²⁾ :
	Basic									$	0.12			$	0.03
	Diluted									$	0.11			$	0.03
Shares used in unaudited pro forma per share calculations:
	Basic										21,065				21,357
	Diluted										21,709				21,629
Other data:
Enterprise clients ⁽³⁾			12			27		62	92			81	107
Transactional clients served in period ⁽⁴⁾			202			650		4,566	11,952			6,580	11,537
Total clients ⁽⁵⁾			214			677		4,628	12,044			6,661	11,644
Employees, agents and independent contractors ⁽⁶⁾			44			105		344	664			589	709

(1): Unaudited pro forma data presented gives effect to our conversion on June 7, 2006 into a corporation as if it occurred at the beginning of the period presented. 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. Unaudited pro forma net loss represents our net loss for the periods presented as adjusted to give effect to the pro forma income tax benefit (expense) prior to our conversion to a C corporation, as we were not subject to income tax due to our treatment as a partnership for tax purposes.
(2): Unaudited pro forma net income (loss) per share of common stock (i) reflects the one-for-two reverse stock split of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock to be effectuated prior to the completion of this offering, (ii) 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 to be effectuated immediately following the reverse stock split and prior to the completion of this offering, (iii) reflects approximately $3.4 million of required accrued dividend payments to the holders of our Series B preferred stock and Series D preferred stock to be paid after the completion of this offering, (iv) assumes the issuance of 5,700,000 shares of our common stock to be sold by us in this offering assuming an initial public offering price of $14.00 per share, the midpoint of the filing range set forth on the cover of this prospectus, (v) gives effect to the elimination of interest expense to be repaid on the outstanding indebtedness under the term loan payable to EGL Mezzanine LLC, less the related income tax effect, and (vi) gives effect to the elimination of interest expense to be repaid on the outstanding indebtedness under our line of credit with JPMorgan Chase Bank, N.A., less the related income tax effect.
(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 $3.4 million of required accrued dividend payments to the holders of our Series B preferred stock and Series D preferred stock, (iii) the repayment of approximately $7.2 million of outstanding principal and accrued interest under our term loan with EGL Mezzanine LLC, (iv) the repayment of outstanding principal and accrued interest under our line of credit with JPMorgan Chase Bank, N.A. (approximately $7.9 million as of June 30, 2009), and (v) the sale of 5,700,000 shares of our common stock offered by us in this offering assuming an initial public offering price of $14.00 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 June 30, 2009
	Actual			Pro forma as adjusted
	(unaudited) (in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	1,855		$	54,278
Working capital		2,764			65,236
Total assets		71,695			124,118
Total liabilities		51,651			36,293
Series D convertible preferred shares		20,265			—
Cash dividends per common share		—			—
Total stockholders' equity (deficit)		(221	)		87,825

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 could 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 services. 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 could 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 2007 and 2008, international shipments accounted for 3% and 4% 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 platform 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. Revenue from our five largest clients, collectively, accounted for 27% of our revenue in 2008, and revenue from our 10 largest clients, collectively, accounted for 35% of our revenue in 2008. 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 services. 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 $202.8 million in 2008 from $7.3 million in 2005, representing an annual growth rate of 353% from 2005 to 2006, 188% from 2006 to 2007 and 112% from 2007 to 2008. Between January 1, 2005 and December 31, 2008, the number of our employees, agents and independent contractors increased from 44 to 664. 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.

We have not registered any patents nor trademarks to date, and 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 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 44% and 57% of our revenue in 2007 and 2008, 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 and are subject to termination provisions negotiated on a contract-by-contract basis. These termination provisions typically provide the client with the ability to terminate upon 30 or 60 days' advance written notice in the event of a material breach. Included as a material breach is the Company's failure to provide the negotiated level of cost savings. In some cases, the enterprise contracts may be terminated by providing written notice within 60 days of execution or may be terminated upon 60 to 90 days' advanced written notice for any reason. Enterprise contracts accounting for 4.7% and 11.3% of our revenue in 2008 are scheduled to expire (subject to possible renewal) in 2009 and 2010, 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.

The current economic conditions of the global and domestic economy, or a substantial or prolonged downturn in our clients' business cycle, may have a material adverse affect on our business, results of operations and financial condition.

Our business, results of operations and financial condition are materially affected by the conditions in the global and domestic economy. The stress experienced by the global capital markets that began in the second half of 2007, substantially increased during the second half of 2008 and continued during the first half of 2009. Concerns over unemployment, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the United States have contributed to increased volatility and diminished expectations for the economy and the financial markets going forward. These factors, combined with volatile oil prices and low business and consumer confidence, have precipitated a recession.

These events and the continuing market upheavals may have an adverse affect on us, our carriers and our clients. Carriers may charge higher prices to cover higher operating expenses such as higher fuel prices, costs associated with regulatory compliance and other factors beyond our control. Our gross profits and income from operations may decrease if we are unable to pass through to our clients the full amount of these higher transportation costs. In addition, our business, results of operations and financial condition may be negatively impacted by decreases in the volume of freight shipped by our clients due to decreases in their business volume or price increases by our carriers. If we are not able to timely and appropriately adapt to changes resulting from the difficult economic environment, our business, results of operations and financial condition may be materially and adversely affected.

High fuel prices may increase carrier prices and volatility in fuel prices may make it more difficult to pass through this cost to our clients, which may impair our operating results.

Fuel prices recently reached historically high levels in 2008 and continue to be volatile and difficult to predict. In the event fuel prices rise, carriers can be expected to charge higher prices to cover higher operating expenses, and our gross profits and income from operations may decrease if we are unable to continue to pass through to our clients the full amount of these higher costs. Higher fuel costs could also cause material shifts in the percentage of our revenue by transportation mode, as our clients may elect to utilize alternative transportation modes, such as inter-modal. In addition, increased volatility in fuel prices may affect our gross profits and income from operations if we are not able to pass through to our clients any higher costs associated with such volatility. Any material shifts to transportation modes with respect to which we realize lower gross profit margins could impair our operating results.

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 network could adversely affect our business.

We use our proprietary technology platform to compile freight and logistics data from our network of over 22,000 carriers. In 2008, we used approximately 4,400 TL carriers, 100 LTL carriers, 14 small parcel carriers, 46 inter-modal carriers, 12 domestic air carriers and 65 international carriers. 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 2007 and 2008, our revenue was $95.5 million and $202.8 million, respectively, and our top 10 clients accounted for 48% and 35% 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. The current economic conditions of the global and domestic economy have resulted in an increasing trend of business failures, downsizing and delinquencies, which may cause an increase in our credit risk. If we fail to monitor and manage effectively any increased 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 internet access, computer equipment, software applications, 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 fully redundant off-site backup facilities for our internet access, computer equipment, software applications, database storage 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, and we could suffer reduced revenue and the loss of clients.

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 effectively provide technology enabled transportation and supply chain management services 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. If a shipment is lost or damaged during the delivery process, a client may file a claim for the damaged shipment with us and we will 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 the carrier, and to the extent each claim exceeds the amount which may be recovered from the Company's own insurance, we may bear the financial loss. 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 because many of our retail clients ship goods and stock inventories prior to 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 three 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 2007 and 2008, international transportation accounted for 3% and 4% 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 5.9% of our workforce as of June 30, 2009. 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 submitted, 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, 2010, 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 stockholders, 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, 58.2% 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 21,493,655 shares of common stock outstanding, 5,700,000 of which will be available for immediate public sale. The remaining 15,793,655 shares of common stock outstanding after this offering, including an aggregate of 12,518,456 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 the date of this prospectus. Approximately 15,793,655 of our shares will become available for sale 180 days after such date 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, 5,312,337 of our shares of common stock, including shares beneficially owned, directly or indirectly, by 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.

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 use without stockholder approval. We have not yet determined specifically how we will deploy 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 will negotiate 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 because many of our retail clients ship goods and stock inventories prior to 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 1,626,300 shares of our 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 will be 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 2,500,000 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 5,700,000 shares of our common stock we are offering will be approximately $70.8 million, assuming an initial public offering price of $14.00 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 pursuant to the underwriters' option to purchase additional shares of common stock within 30 days from the date of this prospectus, and the selling stockholders are not offering any shares other than those contemplated by this overallotment option.

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. We also intend to use a portion of our net proceeds from this offering to repay all outstanding principal and accrued interest under our line of credit with JPMorgan Chase Bank, N.A., which bears interest at a rate of either the prime rate or LIBOR plus 2.25% and matures on July 31, 2010 (approximately $7.9 million outstanding as of June 30, 2009), and approximately $7.2 million of our net proceeds from this offering to repay all outstanding principal and accrued interest under our term loan payable to EGL Mezzanine LLC, which bears interest at a rate of 13.0% and matures on June 2, 2012, members of which include certain of our directors, officers and stockholders, and which we incurred in connection with our acquisition of RayTrans Distribution Services. See "Certain Relationships and Related Party Transactions—Relationship with our Founders—Term Loan with EGL Mezzanine LLC." In addition to the foregoing purposes, we intend to use approximately $3.4 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. The terms of our credit agreement with JPMorgan Chase Bank, N.A. restrict our ability to pay cash dividends to our stockholders except for payments to be made to holders of our Series B preferred stock and Series D preferred stock using the proceeds received from this offering.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2009:

•: on an actual basis; and
•: 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 $3.4 million of required accrued dividend payments to the holders of our Series B preferred stock and Series D preferred stock to be paid after the completion of this offering, (iii) the repayment of approximately $7.2 million of outstanding principal and accrued interest under our term loan with EGL Mezzanine LLC, (iv) the repayment of outstanding principal and accrued interest under our line of credit with JPMorgan Chase Bank, N.A. (approximately $7.9 million as of June 30, 2009), and (v) the sale of 5,700,000 shares of our common stock offered by us in this offering assuming an initial public offering price of $14.00 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.

The share amounts below give effect to the one-for-two reverse stock split retroactively.

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 June 30, 2009
		Actual			Pro forma as adjusted
		(unaudited) (dollars in thousands)
Cash and cash equivalents		$	1,855		$	54,278

Short-term debt		$	11,425	⁽¹⁾	$	1,377
Long-term debt			10,208	⁽²⁾		4,898
Series D Preferred Stock, par value $0.0002 per share, 3,129,496 shares authorized, 3,129,496 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted			20,265			—
Stockholders' equity:
	Series B Preferred Stock, par value $0.0002 per share, 62,500 shares authorized, 62,500 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		31			—
	Series A Common Stock, par value $0.0002 per share, 17,500,000 shares authorized, 12,517,102 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		3			—
	Common Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; 100,000,000 shares authorized, 21,493,655 shares issued and outstanding, pro forma as adjusted		—			88,080
	Preferred Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; 2,500,000 shares authorized, no shares issued and outstanding, pro forma as adjusted		—			—
Stockholder receivable			(100	)		(100	)
Additional paid-in capital			(1,376	)		(1,376	)
Retained earnings			1,221			1,221

	Total stockholders' equity (deficit)		(221	)		87,825

	Total capitalization	$	41,677		$	94,100

(1): Reflects (i) $7,857,767 of outstanding principal and accrued interest under our line of credit with JPMorgan Chase Bank, N.A., (ii) $2,189,759 of the outstanding principal and accrued interest under our term loan with EGL Mezzanine LLC, (iii) $1,142,857 of contingent earnout payments in connection with the acquisition of RayTrans Distribution Services and (iv) $234,574 of capital lease obligations.
(2): Reflects (i) $5,310,241 of the outstanding principal and accrued interest under our term loan with EGL Mezzanine LLC, (ii) $4,459,256 of contingent earnout payments in connection with the acquisition of RayTrans Distribution Services and (iii) $438,472 of capital lease obligations.

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 June 30, 2009 was approximately $1.5 million, or $0.09 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, a one-for-two reverse stock split of such shares that will occur immediately prior to the recapitalization and approximately $3.4 million of required accrued dividend payments to the holders of our Series B preferred stock and Series D preferred stock.

After giving effect to the sale of the 5,700,000 shares of common stock offered by us assuming an initial public offering price of $14.00 per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2009 would have been approximately $72.3 million, or $3.36 per share. This represents an immediate increase in pro forma net tangible book value of $3.27 per share to existing stockholders and an immediate dilution of $10.64 per share to new investors. The following table illustrates this dilution:

Assumed initial public offering price per share		$	14.00
	Pro forma net tangible book value per share as of June 30, 2009	$	0.09
	Increase in pro forma net tangible book value per share attributable to this offering	$	3.27
	Pro forma as adjusted net tangible book value per share as of June 30, 2009, as adjusted for this offering	$	3.36

Dilution per share to new investors		$	10.64

After this offering and assuming the exercise in full of all options outstanding and exercisable as of June 30, 2009, pro forma as adjusted net tangible book value per share as of June 30, 2009 would have been $3.41, representing an immediate increase in pro forma net tangible book value of $3.32 per share to existing stockholders and an immediate dilution of $10.59 per share to new investors.

We will not receive any proceeds from the sale of up to 855,000 shares that may be sold by the selling stockholders pursuant to the underwriters' option to purchase additional shares from the selling stockholders, and such selling stockholders are not offering any shares other than those contemplated by this overallotment option.

The following table sets forth on a pro forma as adjusted basis as of June 30, 2009:

•: 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 $14.00 per share, the midpoint of the filing range set forth on the cover of this prospectus).

These pro forma numbers give effect to a one-for-two reverse stock split of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock to be effectuated prior to the completion of this offering and 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 immediately after the reverse stock split and prior to the completion of this offering.

		Number of shares purchased		Total consideration			Average price per share
Existing stockholders		15,356,415		$	22,699,009		$	1.48
New investors		5,700,000		$	79,800,000		$	14.00

As of August 31, 2009, we had 15,793,655 shares of capital stock outstanding. The share amount for existing stockholders reflected in the table above excludes:

•: 247,679 shares of common stock issued to certain of our employees as partial consideration for their employment with us;
•: 50,000 shares of common stock issued to one of our stockholders as partial consideration for the service of one of its affiliates on our board of directors;
•: 100,000 shares of common stock issued as partial consideration for our acquisitions of SelecTrans LLC and Bestway Solutions, LLC; and
•: 39,561 shares of common stock issuable to certain holders of our Series D preferred stock in connection with the recapitalization to be effectuated prior to the completion of this offering.

Of the 15,356,415 shares of our capital stock purchased, 15,245,165 were purchased by our directors, officers and 5% or greater stockholders, and their respective affiliates, in private transactions for $22,645,409, and 111,250 were purchased upon the exercise of stock options by certain of our employees for $53,600.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents selected consolidated financial and other data as of and for the periods indicated. Financial information for periods prior to 2005 has not been presented because we were formed in January 2005. The share amounts and per share dollar amounts below give effect to the one-for-two reverse stock split retroactively. 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,												Six months ended June 30,
				2005			2006			2007			2008			2008			2009
																(unaudited)			(unaudited)
				(dollars and shares in thousands, except per share data)
Consolidated statements of operations data:
Revenue				$	7,322		$	33,195		$	95,461		$	202,807		$	89,866		$	109,354
Transportation costs					6,152			27,704			75,535			159,717			70,932			85,100

Gross profit					1,170			5,491			19,926			43,090			18,934			24,254
Operating expenses:
		Commissions			156			866			4,433			11,799			4,762			6,938
		General and administrative			1,472			4,387			12,037			23,115			10,117			13,726
		Depreciation and amortization			67			691			1,845			3,231			1,477			2,139

			Total operating expenses		1,695			5,944			18,315			38,145			16,356			22,803

Income (loss) from continuing operations					(525	)		(453	)		1,611			4,945			2,578			1,451
Other income (expense)					12			201			191			(144	)		(14	)		(265	)

Income (loss) before income taxes and discontinued operations					(513	)		(252	)		1,802			4,801			2,564			1,186
Income tax benefit (expense)					—			220			(749	)		(1,926	)		(1,041	)		(467	)

Income (loss) before discontinued operations					(513	)		(32	)		1,053			2,875			1,523			719
Loss from discontinued operations					—			(214	)		—			—			—			—

Net income (loss)					(513	)		(246	)		1,053			2,875			1,523			719
Dividends on preferred shares					(154	)		(749	)		(1,054	)		(1,054	)		(524	)		(527	)

Net income (loss) applicable to common stockholders				$	(667	)	$	(995	)	$	(1	)	$	1,821		$	999		$	192

Net income (loss) per share of common stock:
	Basic			$	(0.06	)	$	(0.09	)	$	—		$	0.15		$	0.08		$	0.02
	Diluted			$	(0.06	)	$	(0.09	)	$	—		$	0.14		$	0.08		$	0.02
Shares used in per share calculations:
	Basic				10,774			11,194			11,713			12,173			12,062			12,465
	Diluted				10,774			11,194			11,713			12,817			12,745			12,737
Unaudited pro forma income tax benefit (expense) ⁽¹⁾				$	205		$	(34	)
Unaudited pro forma net loss ⁽¹⁾				$	(308	)	$	(280	)
Other data:
Enterprise clients ⁽²⁾					12			27			62			92			81			107
Transactional clients served in period ⁽³⁾					202			650			4,566			11,952			6,580			11,537
Total clients ⁽⁴⁾					214			677			4,628			12,044			6,661			11,644
Employees, agents and independent contractors ⁽⁵⁾					44			105			344			664			589			709

(1): Unaudited pro forma data presented gives effect to our conversion on June 7, 2006 into a corporation as if it occurred at the beginning of the period presented. 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. Unaudited pro forma net loss represents our net loss for the periods presented as adjusted to give effect to the pro forma income tax benefit (expense) prior to our conversion to a C corporation, as we were not subject to income tax due to our treatment as a partnership for tax purposes.
(2): Reflects number of enterprise clients on the last day of the applicable period.
(3): Reflects number of transactional clients served in the applicable period.
(4): 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.
(5): Reflects number of employees, agents and independent contractors on the last day of the applicable period.

	As of December 31,						As of June 30,
	2007			2008			2009
							(unaudited)
	(in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	1,569		$	1,873		$	1,855
Working capital		3,556			3,209			2,764
Total assets		27,106			45,909			71,695
Total liabilities		12,540			27,082			51,651
Series D convertible preferred shares		18,695			19,742			20,265
Cash dividends per common share		—			—			—
Total stockholders' deficit	$	(4,129	)	$	(915	)	$	(221	)

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 are a leading provider of technology enabled transportation and supply chain management services, delivered on a proprietary technology platform serving the transportation and logistics needs of our clients. Our proprietary web-based technology platform compiles and analyzes data from our network of over 22,000 transportation providers to serve our clients' shipping and freight management needs. Our technology platform, composed of web-based software applications and a proprietary database, enables us to identify excess transportation capacity, obtain competitive rates, and execute thousands of shipments every day while providing high levels of service and reliability. We focus primarily on arranging transportation across the major modes, including truckload (TL), less than truck load (LTL) and small parcel, and we also offer inter-modal (which involves moving a shipment by rail and truck), domestic air, expedited and international transportation services.

We procure transportation and provide logistics services for more than 11,600 clients across a wide range of industries, such as manufacturing, construction, consumer products and retail. 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 transportation and logistics services to our transactional clients on a shipment-by-shipment basis, typically with individual, or spot market, pricing.

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 $4.9 million, consisting of approximately $4.3 million in cash paid in May 2007 and expenses incurred directly related to the acquisition as well as the payment of contingent consideration of $250,000 in 2008 and $350,000 during first six months of 2009.

In addition, the former owners of Mountain Logistics will receive up to an additional aggregate amount of $5.9 million in cash, and 275,000 (after giving effect to the one-for-two reverse stock split) unvested shares of our common stock issued to Mountain Logistics that will vest, as follows:

•: $350,000 if the adjusted gross profit generated by Mountain Logistics from June 1, 2009 to May 31, 2010 equals or exceeds $2.6 million;
•: $1.0 million or $2.0 million if the cumulative adjusted gross profit generated by Mountain Logistics from May 17, 2007 to May 31, 2010 equals or exceeds $10.0 million or $12 million, respectively, and an additional $1.5 million if the cumulative adjusted gross profit generated by Mountain Logistics from May 17, 2007 to October 31, 2010 equals or exceeds $15.0 million;

•: $1.0 million if the adjusted gross profit generated by Mountain Logistics from June 1, 2010 to May 31, 2011 equals or exceeds $8.3 million;
•: $1.0 million if the adjusted gross profit generated by Mountain Logistics from June 1, 2011 to May 31, 2012 equals or exceeds $8.3 million; and
•: 275,000 shares of common stock will vest if the adjusted gross profit generated by Mountain Logistics from June 1, 2007 to May 31, 2010 equals or exceeds $8.3 million, subject to certain conditions relating to profit margins.

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.

Acquisition of Bestway Solutions LLC

On October 15, 2007, we acquired Bestway Solutions LLC, a third-party logistics provider located in Vancouver, Washington. As a result of the acquisition, we believe we have established a Pacific Northwest presence. The purchase price was $1.2 million, consisting of $834,000 in cash, 25,000 shares of restricted common stock (after giving effect to the one-for-two reverse stock split) with a fair value of $214,500 and expenses incurred directly related to the acquisition, as well as the payment of contingent consideration of approximately $101,100 in 2008.

In addition, the former owners of Bestway will, subject to certain exceptions, receive up to an additional aggregate amount of $202,200 in cash as follows:

•: up to $101,100 if the gross profit generated by Bestway from October 1, 2008 to September 30, 2009 equals or exceeds $1.98 million; and
•: up to $101,100 if the gross profit generated by Bestway from October 1, 2009 to September 30, 2010 equals or exceeds $2.25 million.

Our 2007 results of operations include the results of operations of Bestway beginning October 1, 2007. In 2006, Bestway generated revenues of approximately $6.0 million.

Acquisition of RayTrans Distribution Services, Inc.

On June 2, 2009, we acquired substantially all of the assets of RayTrans Distribution Services, Inc., a third-party provider of brokerage services in the commercial trucking market based in Matteson, Illinois. At the time of the acquisition, RayTrans Distribution Services was the primary beneficiary of three variable interest entities, RayTrans Trucking, LLC, Universal Trans, LLC and Wheel-e, LLC. We did not acquire these entities and we did not assume any of their liabilities in connection with our acquisition of RayTrans Distribution Services. These three entities are not considered variable interest entities of ours subsequent to the acquisition. The acquisition consideration for RayTrans Distribution Services consisted of approximately $5.5 million in cash paid in June 2009 and up to an additional $6.5 million in cash as follows:

•: $1.3 million if the adjusted EBITDA amount generated by RayTrans Distribution Services from June 1, 2009 to May 31, 2010 equals or exceeds $2.5 million;
•: $1.3 million if the adjusted EBITDA amount generated by RayTrans Distribution Services from June 1, 2010 to May 31, 2011 equals or exceeds $2.5 million;
•: $1.4 million if the adjusted EBITDA amount generated by RayTrans Distribution Services from June 1, 2011 to May 31, 2012 equals or exceeds $2.5 million; and
•: $2.5 million if the cumulative adjusted EBITDA amount generated by RayTrans Distribution Services on or prior to April 30, 2012 equals or exceeds $10 million.

Our results of operations for the six months ended June 30, 2009 include the results of operations of RayTrans Distribution Services beginning June 1, 2009. In 2008, RayTrans Distribution Services generated revenues of $42.7 million.

Revenue

We generate revenue through the sale of transportation and logistics services to our clients. Since our inception, our growth rates have decreased as our revenue has grown, and we expect this trend to continue. Our revenue was $33.2 million, $95.5 million and $202.8 million in 2006, 2007 and 2008, respectively, reflecting growth rates of 188% and 112% in 2007 and 2008, 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, 2008, we had 92 enterprise clients and, in 2008, we served 11,952 transactional clients. In the first half of 2009, we entered into contracts with 15 new enterprise clients. In 2006, 2007 and 2008, enterprise clients accounted for 78%, 56% and 43% of our revenue, respectively, and transactional clients accounted for 22%, 44% and 57% of our revenue, respectively. We experienced significant sales growth in our transactional client base over this period because we increased the number of our transactional sales representatives and sales agents, including through acquisitions. 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 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. In 2008, we had two enterprise clients and a portion of our small parcel shipments recorded on a net basis. In 2008, we recognized $200.8 million of revenue on a gross basis and $2.0 million of revenue on a net basis.

See "—Critical Accounting Policies—Revenue Recognition."

Revenue recognized per shipment will vary depending on the transportation mode, fuel prices, 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 revenue by transportation mode could have a significant impact on our revenue growth. In 2008, LTL accounted for 54% of our revenue, TL accounted for 30% of our revenue, small parcel accounted for 8% of our revenue and other transportation modes accounted for 8% of our revenue.

The transportation industry has historically been subject to seasonal sales fluctuations as shipments generally are lower during and after the winter holiday season because many companies ship goods and stock inventories prior to 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. Our fee structure is primarily variable, although we

have entered into a limited number of fixed fee arrangements that represent an insignificant portion of our revenue. The fixed fee arrangements that we have entered into are in the form of long-term enterprise contracts and are fixed in terms of fees earned per shipment. These arrangements are recorded as fee for services. The vast majority of our enterprise contracts have fee structures that are variable, and all of our transactional relationships have variable fee structures. 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 2006, 2007 and 2008, our gross profit was $5.5 million, $19.9 million and $43.1 million, respectively, reflecting growth rates of 262% and 116% in 2007 and 2008, 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, including employees and agents, 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 2006, 2007 and 2008, commission expense was 15.8%, 22.2% and 27.4%, 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 2007 and 2008 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.

Our general and administrative expenses primarily consist of compensation costs for our operations, information systems, finance and administrative support employees, and stock-based compensation. In 2006, 2007 and 2008, our general and administrative expenses were $4.4 million, $12.0 million and $23.1 million, respectively. In 2006, 2007 and 2008, general and administrative expenses as a percentage of gross profit were 79.9%, 60.4% and 53.6%, respectively. The decrease, as a percentage of gross profit, in 2007 and 2008 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, 2007 and 2008, our stock-based compensation expense was $71,484, $323,044 and $626,994, respectively. In 2008, our stock-based compensation expense increased due to additional stock options we granted in 2008. See "—Critical Accounting Policies—Stock-based compensation."

Our depreciation expense is primarily attributable to our depreciation of purchases of computer hardware and software, equipment, furniture and fixtures, and the capitalization of internally developed software. In 2006, 2007 and 2008, our depreciation expense was $0.7 million, $1.4 million and $2.5 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 2008, our amortization expense was $0.7 million.

Reverse Stock Split and 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

In accordance with EITF Issue 91-9, Revenue and Expense Recognition for Freight Services in Process , transportation revenue and related transportation costs are recognized when the shipment has been delivered by a third-party carrier. Fee for services revenue is recognized when the 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.

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 as the amount billed to the customer. Customer account balances with invoices past due 90 days are considered delinquent. Interest is generally not charged 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.

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, 2008, our goodwill balance was $2.3 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, 2008, the net balance of our intangible assets was $2.2 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-Merton 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. The following option amounts and per share dollar amounts give effect to the one-for-two reverse stock split retroactively.

In 2006, we granted 775,000 options at exercise prices ranging from $1.54 to $5.76 per share. The fair value of our common stock for options granted in 2006 was determined by our management contemporaneously and approved by our board of directors. Our management utilized a discounted cash flow method to determine that our common stock had a fair value per share of $0.52 as of March 31, 2006, $1.54 as of June 30, 2006, $2.12 as of September 30, 2006 and $2.16 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 value of our common stock.

We granted 89,250 options during the six months ended June 30, 2007 at exercise prices ranging from $2.16 to $7.00 per share, which were at or above the fair value of our common stock. We granted 333,500 options between July 1, 2007 and September 30, 2007 at exercise prices ranging from $8.00 to $8.10 per share, which was at or above the fair value of our common stock. The fair values of our common stock for options granted from January 1, 2007 to September 30, 2007 were determined through the contemporaneous application of a discounted cash flow method performed by our management and approved by our board of directors. We did not obtain contemporaneous valuations by an unrelated valuation specialist because our internal resources had the necessary knowledge to perform the valuation utilizing a methodology consistent with the AICPA Guide, Valuation of Privately-Held Company Equity Securities . In November 2007, a contemporaneous valuation of our common stock was performed using a discounted cash flow debt-free method under the income approach to determine that the fair value of our common stock was $8.80 per share. During the fourth quarter of 2007, we granted 115,000 options at an exercise price of $8.80 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.

In the three months ended March 31, 2008, we granted 15,000 options at an exercise price ranging from $10.28 to $20.00 per share, which was above the fair value of our common stock. Management determined the fair value of our common stock contemporaneously through the application of a discounted cash flow methodology.

In the three months ended June 30, 2008, we granted 105,000 options at an exercise price of $11.72 per share, of which 35,000 vested immediately, 62,500 will vest ratably over five years, and 7,500 will vest ratably over four years. The $11.72 per share exercise price was equal to the fair value of our common stock as determined contemporaneously by management through the application of a discounted cash flow valuation methodology. In accordance with SFAS No. 123(R), we used the Black-Scholes-Merton option valuation model to determine that compensation expense of $473,450 will be recorded for these options. Of that amount, $123,400 has been recognized as expense at the date of grant for the options that vested immediately, and the remaining $350,050 will be expensed ratably over the remaining portion of the relevant vesting period.

In the three months ended September 30, 2008, we granted 46,500 options at an exercise price of $13.58 per share, of which no shares vested immediately, 12,500 will vest ratably over four years, 9,000 will vest ratably over three years and 25,000 will vest ratably over fifteen months. The $13.58 per share exercise price was equal to the fair value of our common stock as determined contemporaneously by management through the application of a discounted cash flow valuation methodology. In accordance with SFAS No. 123(R), we used the Black-Scholes-Merton option valuation model to determine that compensation expense of $202,900 will be recorded for these options over the relevant vesting period.

In the three months ended December 31, 2008, we granted 218,700 options at an exercise price of $10.18 per share, of which no shares vested immediately, 75,000 will vest ratably over four years, 30,000 will vest ratably over three years and 113,700 will vest ratably over five years. The $10.18 per share exercise price was equal to the fair value of our common stock as determined contemporaneously by management through the application of a discounted cash flow valuation methodology. In accordance with SFAS No. 123(R), we used the Black-Scholes-Merton option valuation model to determine that compensation expense of $332,604 will be recorded for these options over the relevant vesting period.

In the six months ended June 30, 2009, we granted 215,000 options at exercise prices ranging from $6.84 to $6.94 per share, of which no shares vested immediately, 125,000 will vest ratably over 4.5 years and 90,000 will vest ratably over four years. The range of exercise prices was equal to the fair value of our common stock as determined contemporaneously by management through the application of a discounted cash flow valuation methodology. In accordance with SFAS No. 123(R), we used the Black- Scholes-Merton option valuation model to determine that compensation expense of $628,300 will be recorded for these options over the relevant vesting period.

We did not obtain a contemporaneous valuation by an unrelated valuation specialist during 2008 and 2009 because our internal resources had the necessary knowledge to perform the valuation utilizing a methodology consistent with the AICPA Guide, Valuation of Privately-Held Company Equity Securities .

In 2007, we granted options with exercise prices ranging from $2.16 to $8.80 per share. We determined that the fair value of our common stock increased from $2.16 to $8.80 per share in 2007. The reasons for this increase are as follows:

In the fourth quarter of 2006, the following significant events occurred which had an effect on the fair value of our common stock in 2007: (1) Samuel K. Skinner, the former Secretary of Transportation and Chief of Staff of the United States of America, was appointed as our Chairman, (2) Douglas R. Waggoner, former Chief Executive Officer of USF Bestway, was appointed as our Chief Executive Officer, (3) we launched our transactional call center and (4) we signed five new enterprise accounts.

In the first quarter of 2007, the following significant events occurred: (1) the total number of enterprise clients increased by seven, (2) we launched our upgraded technolgy platform, Optimizer, which formed the basis of the back office software application today referred to as the ETM technology platform, and (3) we unveiled our EchoTrak client web portal, which allowed us to deploy the application to thousands of external users via the internet and also dramatically reduced internal administrative costs associated with supporting our enterprise clients.

In the second quarter of 2007, the following significant events occurred: (1) the total number of enterprise clients increased by eight, and (2) we completed our acquisition of Mountain Logistics, Inc., which provided us with access to approximately 200 clients, 43 sales agents and a presence in the West Coast market.

In the third quarter of 2007, the following significant events occurred: (1) the total number of enterprise clients increased by eight, (2) we completed our acquisition of Bestway, which provided us access to approximately 100 clients and a presence in the Pacific Northwest, and (3) the transactional call center was reconfigured into a regional structure, and we increased our staffing plan to approximately 50 new sales representatives per quarter.

In the fourth quarter of 2007, the following significant events occurred: (1) the total number of enterprise clients increased by 12, (2) we released EchoTrak 2.0, which included significant enhancements to our pricing engine allowing us to scale more rapidly by offering an improved LTL pricing interface, and (3) we engaged investment bankers to initiate the initial public offering process and began drafting our registration statement.

In the first three quarters of 2008, the following significant events occurred: (1) the total number of enterprise clients increased by 34, (2) we hired approximately 170 new sales representatives in our transactional call center, and (3) we had more than doubled our average shipments per month from the previous year. As a result of these factors, the fair value of our common stock rose to a high of $13.58 per share.

In the fourth quarter of 2008, there was a significant decline in the demand for transportation services in the economy. As a result, our forecast for 2009 and beyond was reduced from previously estimated results, thus reducing the fair value of our common stock to $6.84 per share by the end of the year.

In the first six months of 2009, the following significant events occurred: (1) the total number of enterprise clients increased by 15, and (2) we increased productivity of our existing transactional call center. As a result of these factors, the fair value of our common stock rose to $6.94 per share.

We believe that the per share fair value of our option grants increased from $6.94 as of June 30, 2009 to $14.00, the midpoint of the filing range set forth on the cover of this prospectus, as a result of the following developments, among others:

•: Our revenue increased by $11.2 million, or 22.9%, to $60.3 million during the three months ended June 30, 2009 from $49.1 million during the three months ended March 31, 2009. This revenue increase followed two consecutive quarters of revenue declines;
•: Our operating income increased by $1.2 million, or 988%, to $1.3 million during the three months ended June 30, 2009 from $0.1 million during the three months ended March 31, 2009. This increase in operating income followed two consecutive quarters of operating income declines;
•: Since June 30, 2009, the probability of our initial public offering has increased, which would allow us to reduce our debt and continue to invest in our business;
•: Since June 30, 2009, we have stopped applying a 5% lack of marketability discount to our enterprise value because the probability of our initial public offering has increased;
•: On June 2, 2009, we acquired RayTrans Distribution Services, a non-asset based logistics provider with offices in Matteson, Illinois. As a result of the acquisition, we expanded our presence in the flatbed, over-sized, auto-haul and unrefrigerated, or dry-van, brokerage services. We also added approximately 400 transactional clients, which expands our customer base and presents opportunities to market our broader range of transportation management services;
•: On July 15, 2009, we acquired Freight Management Inc., a non-asset based logistics provider with offices in Minnesota. As a result of the acquisition, we expanded our geographical presence and added 500 new transactional clients and 15 new sales agents;
•: Since June 30, 2009, we have added five new enterprise clients and 6,769 new transactional clients; and
•: Since June 30, 2009, we have added 63 new sales representatives and 43 new sales agents.

Determining the fair value of our common stock requires making complex and subjective judgments. The discounted cash flow method values the business by discounting future available cash flows to present value at an approximate rate of return. The cash flows are determined using forecasts of revenue, net income and debt-free future cash flow. Our revenue forecasts for 2007 and the first three quarters of 2008 were based on expected annual growth rates ranging from 20% to 75%. In light of the significant changes in the economic environment during the fourth quarter of 2008 and the first six months of 2009, our revenue forecasts for the fourth quarter of 2008 and the first six months of 2009 were based on expected annual growth rates ranging from 15% to 38%. The assumptions underlying the forecasts were consistent with our business plan. We applied a discount rate of 20% in 2007, 2008 and the first six months of 2009 to calculate the present value of our future available cash flows, which we determined through utilization of

the Capital Asset Pricing Model for companies in the "expansion" stage of development. Through the first half of 2009, we also applied a 5% lack of marketability discount to our enterprise value, which took into account that investments in private companies are less liquid than similar investments in public companies. The resulting value was allocated to our common stock outstanding. There is inherent uncertainty in all of these estimates.

As of December 31, 2008 and June 30, 2009, there was $1,664,001 and $1,929,215, respectively, of total unrecognized compensation costs related to the stock-based compensation granted under our 2005 Stock Incentive Plan. This cost is expected to be recognized over a weighted-average period of 3.1 years.

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,									Six months ended June 30,
			2006			2007			2008			2008			2009
												(unaudited)
Consolidated statements of operations data:
Revenue			$	33,195		$	95,461		$	202,807		$	89,866		$	109,354
Transportation costs				27,704			75,535			159,717			70,932			85,100

	Gross profit			5,491			19,926			43,090			18,934			24,254
Operating expenses:
	Commissions			866			4,433			11,799			4,762			6,938
	General and administrative			4,387			12,037			23,115			10,117			13,726
	Depreciation and amortization			691			1,845			3,231			1,477			2,139

		Total operating expenses		5,944			18,315			38,145			16,356			22,803

Income (loss) from operations			$	(453	)	$	1,611		$	4,945		$	2,578		$	1,451

Stated as a percentage of gross profit:
Gross profit				100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
	Commissions			15.8			22.2			27.4			25.2			28.6
	General and administrative			79.9			60.4			53.6			53.4			56.6
	Depreciation and amortization			12.6			9.3			7.5			7.8			8.8

		Total operating expenses		108.3			91.9			88.5			86.4			94.0
Income (loss) from operations				(8.3	)%		8.1	%		11.5	%		13.6	%		6.0	%

Comparison of six months ended June 30, 2009 and 2008

Revenue

Our revenue increased by $19.5 million, or 21.7%, to $109.4 million during the six months ended June 30, 2009 from $89.9 million during the six months ended June 30, 2008. 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 $5.3 million, or 13.3%, to $45.1 million during the six months ended June 30, 2009 from $39.8 million during the six months ended June 30, 2008, 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 revenue from enterprise clients decreased to 41% of our revenue during the six months ended June 30, 2009 from 44% of our revenue during the six months ended June 30, 2008. As of June 30, 2009, we had 107 enterprise clients under contract, which was an increase of 26, compared to 81 enterprise clients under contract as of June 30, 2008. Our shipment volume and revenue per enterprise client decreased for the six months ended June 30, 2009 due to the overall domestic economic climate.

Our revenue from transactional clients increased by $14.2 million, or 28.3%, to $64.3 million during the six months ended June 30, 2009 from $50.1 million during the six months ended June 30, 2008. 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 those acquired in connection with the acquisition of RayTrans Distribution Services. Our percentage of revenue from transactional clients increased to 59% of our revenue during the six months ended June 30, 2009 from 56% of our revenue during the six months ended June 30, 2008. We served 11,537 transactional clients during the six months ended June 30, 2009, an increase of 4,957 compared to 6,580 transactional clients served during the six months ended June 30, 2008.

Transportation costs

Our transportation costs increased by $14.2 million, or 20.0%, to $85.1 million during the six months ended June 30, 2009 from $70.9 million during the six months ended June 30, 2008. 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 revenue decreased to 77.8% during the six months ended June 30, 2009 from 78.9% during the six months ended June 30, 2008. 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 $5.4 million, or 28.1%, to $24.3 million during the six months ended June 30, 2009 from $18.9 million during the six months ended June 30, 2008. 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 22.2% during the six months ended June 30, 2009 from 21.1% during the six months ended June 30, 2008. 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 $2.1 million, or 45.7%, to $6.9 million during the six months ended June 30, 2009 from $4.8 million during the six months ended June 30, 2008. As a percentage of gross profit, commission expense increased to 28.6% during the six months ended June 30, 2009 from 25.2% during the six months ended June 30, 2008. The increase in commission expense as a percentage of gross profit during the six months ended June 30, 2009 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 $3.6 million, or 35.7%, to $13.7 million during the six months ended June 30, 2009 from $10.1 million during the six months ended June 30, 2008. The increase is primarily the result of hiring personnel to support our growth. As a percentage of gross profit, general and administrative expenses increased to 56.6% during the six months ended June 30, 2009 from 53.4% during the six months ended June 30, 2008. The increase, as a percentage of gross profit, was largely due to the expansion of our facilities in order to grow our transactional business.

Stock-based compensation increased by $10,358, or 2.7%, to $390,403 during the six months ended June 30, 2009 from $380,045 during the six months ended June 30, 2008 due to additional stock options granted between June 30, 2008 and June 30, 2009.

Depreciation and amortization

Depreciation expense increased by $0.7 million, or 57.7%, to $1.8 million during the six months ended June 30, 2009 from $1.1 million during the six months ended June 30, 2008. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment, furniture and fixtures, and the capitalization of internally developed software. Amortization expense from intangible assets remained unchanged at $0.4 million during the six months ended June 30, 2009.

Income from operations

Income from operations decreased by $1.1 million to $1.5 million during the six months ended June 30, 2009 from $2.6 million during the six months ended June 30, 2008. The decrease in income from operations is attributable to an increase in operating expense of $6.4 million, which was partially offset by an increase in gross profit of $5.4 million.

Other expense and income tax

Other expense increased to $264,524 during the six months ended June 30, 2009 from $14,032 during the six months ended June 30, 2008. The increase is due to additional borrowings on our line of credit during the six months ended June 30, 2009. Income tax expense decreased $0.5 million to $0.5 million during the six months ended June 30, 2009 from $1.0 million during the six months ended June 30, 2008. Our effective tax rate for both periods was approximately 40%.

Net Income

Net income decreased by $0.8 million to $0.7 million during the six months ended June 30, 2009 from $1.5 million during the six months ended June 30, 2008.

Comparison of years ended December 31, 2008 and 2007

Revenue

Our revenue increased by $107.3 million, or 112%, to $202.8 million in 2008 from $95.5 million in 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. Our revenue from enterprise clients increased by $34.2 million, or 64%, to $87.4 million in 2008 from $53.2 million in 2007. 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 revenue from enterprise clients decreased to 43% in 2008 from 56% in 2007 as we increased the number of our transactional clients. As of December 31, 2007 and 2008, we had 62 and 92 enterprise clients, respectively, or an increase in the total number of our enterprise clients by 30 in 2008.

Our revenue from transactional clients increased by $73.1 million, or 173%, to $115.4 million in 2008 from $42.3 million in 2007. The growth in revenue from transactional clients during this period was driven by the increase in the total number of our transactional clients due to the addition of transactional sales representatives and sales agents. Our percentage of revenue from transactional clients increased to 57% in 2008 from 44% in 2007. In 2007 and 2008, we served 4,566 and 11,952 transactional clients, respectively, or an increase in the total number of our transactional clients by 7,386 in 2008.

Transportation costs

Our transportation costs increased by $84.2 million, or 111%, to $159.7 million in 2008 from $75.5 million in 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 revenue decreased to 78.8% in 2008 from 79.1% in 2007. 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 $23.2 million, or 116%, to $43.1 million in 2008 from $19.9 million in 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 21.2% in 2008 from 20.9% in 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 $7.4 million, or 166%, to $11.8 million in 2008 from $4.4 million in 2007. As a percentage of gross profit, commission expense increased to 27.4% in 2008 from 22.2% in 2007. The increase in commission expense as a percentage of gross profit in 2008 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 $11.1 million, or 92.0%, to $23.1 million in 2008 from $12.0 million in 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 53.6% in 2008 from

60.4% in 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 expenses. Stock-based compensation expense increased by $303,950, or 94%, to $626,994 in 2008 from $323,044 in 2007, due to additional stock options we granted in 2008.

Depreciation and amortization

Depreciation expense increased by $1.1 million, or 84.4%, to $2.5 million in 2008 from $1.4 million in 2007. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment, furniture and fixtures, and the capitalization of internally developed software. Amortization expense from intangible assets increased by $0.2 million in 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 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.

Income from operations

Income from operations increased by $3.3 million, or 207%, to $4.9 million in 2008 from $1.6 million in 2007. The increase in income from operations resulted from an increase in gross profit partially offset by an increase in operating expenses.

Other income and expense and income tax

Other income and expense decreased by $334,566, to other expense of $143,871 in 2008 from other income of $190,695 in 2007. The decrease is due to the additional borrowings on our line of credit during 2008. Income tax expense increased $1.2 million to $1.9 million in 2008 from $0.7 million in 2007. Our effective tax rate was approximately 40% in both 2007 and 2008.

Net income

Net income increased by $1.8 million, or 173%, to $2.9 million in 2008 from $1.1 million in 2007.

Comparison of years ended December 31, 2007 and 2006

Revenue

Our revenue increased by $62.3 million, or 188%, to $95.5 million in 2007 from $33.2 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 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. 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 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 496%, 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 $47.8 million, or 173%, to $75.5 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 costs during this period. Our transportation costs as a percentage of revenue decreased to 79.1% in 2007 from 83.5% 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 $14.4 million, or 263%, to $19.9 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 20.9% 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 $3.5 million, or 412%, to $4.4 million in 2007 from $0.9 million in 2006. As a percentage of gross profit, commission expense increased to 22.2% 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 60.4% 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, 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 $2.1 million to $1.6 million in 2007 from a loss of $0.5 million in 2006. The increase in income from operations resulted from a decrease in transportation costs as a percentage of revenue and a decrease in operating expenses as a percentage of gross profit, which outpaced the increase in depreciation and 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 $0.9 million to $0.7 million in 2007 from a benefit of $0.2 million in 2006. Our effective tax rate was approximately 40% in 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 $1.3 million to net income of $1.1 million in 2007 from a net loss of $0.2 million in 2006.

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. The per share dollar amounts below give effect to the one-for-two reverse stock split retroactively for all periods presented.

		Sept. 30, 2007		Dec. 31, 2007			Mar. 31, 2008		June 30, 2008		Sept. 30, 2008		Dec. 31, 2008		Mar. 31, 2009			June 30, 2009
		(in thousands, except per share data)
Revenue		$	27,698	$	33,521		$	38,929	$	50,936	$	58,338	$	54,604	$	49,064		$	60,290
Gross Profit			6,043		7,123			8,101		10,833		12,301		11,855		11,014			13,240
Operating Income			781		429			718		1,860		1,287		1,080		122			1,328
Net income			499		224			421		1,103		553		799		28			691
Net income (loss) applicable to common stockholders			234		(41	)		158		840		288		534		(237	)		429
Net income (loss) per share of common stock:
	Basic	$	0.02	$	0.00		$	0.01	$	0.07	$	0.02	$	0.04	$	(0.02	)	$	0.03
	Diluted	$	0.02	$	0.00		$	0.01	$	0.07	$	0.02	$	0.04	$	(0.02	)	$	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 2006, 2007 and 2008.

Liquidity and Capital Resources

Since our inception, we have financed our operations through private sales of common and preferred equity generating proceeds of $22.7 million, net borrowings under our line of credit totaling $7.9 million (as of June 30, 2009), borrowings from related parties totaling $7.5 million and positive cash flow generated from operations totaling $1.0 million. These capital resources have funded acquisitions totaling $11.1 million and purchases of property and equipment totaling $12.8 million.

As of June 30, 2009, we had $1.9 million in cash and cash equivalents, $2.8 million in working capital and $7.1 million available under our credit facility.

Cash provided by (used in) operating activities

For the six months ended June 30, 2009, $1.5 million of cash was used in operating activities, representing a decrease of $3.5 million compared to the six months ended June 30, 2008. In the six months ended June 30, 2009, we generated $3.7 million of operating cash flow from net income, adjusted for non-cash expenses, as compared to $4.0 million for the six months ended June 30, 2008, or a decrease of $0.3 million. This cash flow generation in the six months ended June 30, 2009 was offset by a change in net current assets of $5.3 million, which was primarily attributable to increases in accounts receivable and prepaid expenses, offset in part by an increase in accounts payable. This increase in net current assets was attributable to the growth in our business. In the six months ended June 30, 2008, the increase in net current assets was $2.0 million. The higher increase in cash utilized due to changes in net current assets of $3.3 million in the six months ended June 30, 2009 was due to the settlement and payment of a disputed liability which resulted in a $1.7 million reduction in accounts payable as well as an acceleration of the timing of payments made to our vendors in an effort to improve their cash flow in response to the overall slowdown in the economy.

In 2008, $1.7 million of cash was provided by operating activities, resulting in an increase of $1.3 million when compared to 2007. In 2008, we generated $8.7 million of operating cash flow from net income, adjusted for non-cash expenses, which was an increase of $4.7 million over 2007. This cash flow generation in 2008 was offset by a change in net current assets, net of acquisitions, of $6.9 million, resulting in an increase in cash utilization of $3.4 million over 2007. The additional cash utilization caused by the increase in net assets, as well as when compared to the same increase in the prior period, was primarily attributable to the growth in our accounts receivable and prepaid assets, which were partially offset by the increases in our accounts payable caused by the growth of our business.

In 2007, $0.4 million of cash was provided by operating activities, resulting in a decrease of $1.7 million compared to 2006. In 2007, we generated $4.0 million of operating cash flow from net income, adjusted for non-cash expenses, which was an increase of $3.7 million over 2006. This cash flow generation in 2007 was offset by a change in net current assets, net of acquisitions, of $3.6 million, resulting in an increase in cash utilization of $5.4 million over 2006. The additional cash utilization caused by the increase in net assets, as well as when compared to the same increase in the prior period, was primarily attributable to the growth in our accounts receivable, which was partially offset by the increases in our accounts payable caused by the growth of our business.

Cash used in investing activities

Cash used in investing activities was $7.8 million and $2.2 million during the six months ended June 30, 2009 and 2008, respectively. The primary investing activities during these periods were acquisition related payments, the procurement of computer hardware and software, the internal development of computer software, and payments made in connection with our proposed initial public offering. During the six months ended June 30, 2009, we used $5.5 million to acquire RayTrans Distribution Services, and paid a $0.4 million earn-out payment to the former owners of Mountain Logistics.

In 2006, 2007 and 2008, cash used in investing activities was $1.5 million, $8.8 million and $5.1 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 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 six months ended June 30, 2009, net cash provided by financing activities was $9.3 million compared with net cash used by financing activities of $0.8 million during the six months ended June 30, 2008. This was primarily attributable to the $2.9 million borrowed under our line of credit and a $7.5 million term loan, which was borrowed from EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders, to fund the acquisition of RayTrans Distribution Services.

In 2006, 2007 and 2008, cash provided by financing activities was $6.9 million, $1.1 million and $3.7 million, respectively. The increase in 2008 was attributable to the $5.0 million borrowed under our line of credit. In 2007, we raised $1.0 million through private sales of our common equity to key members of management. 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.

Credit facility

As of June 30, 2009, we had $7.9 million outstanding on a $15.0 million line of credit with JPMorgan Chase Bank, N.A., which was due to expire on September 30, 2009. On August 26, 2009, we entered into an amended agreement, subsequently amended on September 8, 2009, which provides for a $20.0 million line of credit and expires on July 31, 2010. As of December 31, 2008, we had $5.0 million outstanding on the line of credit. No borrowings were outstanding as of December 31, 2007. Outstanding borrowings are collateralized by substantially all of our assets. 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. Interest on the line of credit is payable monthly at an interest rate equal to either: (1) the prime rate or (2) LIBOR plus 2.25%. We have discretion in determining if specific advances against the line of credit are drawn down as a prime rate advance or a LIBOR advance. The terms of the credit line include various covenants, including covenants that require us to maintain a maximum leverage ratio and a minimum interest coverage ratio. As of June 30, 2009, we were not in violation of any of these various covenants. The outstanding balance on our line of credit will be repaid immediately upon the closing of this offering.

Term loan

In June 2009, we entered into a $7.5 million term loan payable to EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders. See "Certain Relationships and Related Party Transactions-Relationships with our Founders-Term Loan with EGL Mezzanine LLC." The term loan, which was amended and restated on August 26, 2009, requires 36 monthly principal and interest payments of $0.25 million, matures on June 2, 2012 and bears interest at a rate of 13.0% per year. The proceeds from borrowings under the term loan were used for working capital purposes and to fund the acquisition of substantially all of the assets of RayTrans Distribution Services. The term loan will be repaid immediately upon the closing of this offering.

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, including up to an additional $5.8 million in cash payable contingent upon the achievement of certain performance measures by Mountain Logistics on or prior to May 31, 2012, up to an additional $0.2 million in cash payable contingent upon the achievement of certain performance measures by Bestway on or prior to September 30, 2010 and up to an additional $6.5 million in cash payable contingent upon the achievement of certain performance measures by RayTrans Distribution Services on or prior to May 31, 2012. We currently expect to use up to $7.0 million for capital expenditures through the end of 2010. We also expect that we will use up to $8.0 million through the end of 2010 to fund working capital requirements. We expect the use of cash for working capital purposes will be offset by the cash flow generated from operating earnings during this period. We may use a portion of the net proceeds from this offering to fund these uses of cash.

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. However, 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 June 30, 2009, 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	$	673	$	235	$	438	$	—	$	—
Operating lease obligations		11,529		1,931		3,947		3,621		2,030
Line of credit and term loan		15,358		10,048		5,310		—		—
Contingent consideration obligations related to Mountain Logistics acquisition(1)		5,850		350		5,500		—		—
Contingent consideration obligations related to Bestway acquisition(2)		202		101		101		—		—
Contingent consideration obligations related to RayTrans Distribution Services acquisition(3)		6,500		1,333		5,167		—		—

Total	$	40,112	$	13,998	$	20,463	$	3,621	$	2,030

(1): Amounts relate to contingent consideration of $5,850,000 for Mountain Logistics. For information on how the contingent consideration will be determined, see "—Acquisition of Mountain Logistics, Inc."

(2): Amounts relate to contingent consideration of $202,200 for Bestway. For information on how the contingent consideration will be determined, see "—Acquisition of Bestway Solutions LLC."
(3): Amounts relate to contingent consideration of $6,500,000 for RayTrans Distribution Services. For information on how the contingent consideration will be determined, see "—Acquisition of RayTrans Distribution Services, Inc."

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 2.25%. Assuming the $15,000,000 line of credit was fully drawn, a 1.0% increase in the prime rate would increase our annual interest expense by $150,000.

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, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (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 adopted SFAS No. 160 on January 1, 2009. Adoption of SFAS No. 160 had no impact on our consolidated financial statements.

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. We adopted SFAS No. 141(R) on January 1, 2009. Adoption of SFAS No. 141(R) had no impact on our historical consolidated financial statements but will impact the accounting for future acquisitions.

acquired individually or with a group of other assets in business combinations and assets acquisitions. FSP No. 142-3 is effective for financial statements issued for fiscal years and interim period beginning after December 15, 2008. This guidance was effective on January 1, 2009 and applied to subsequent acquisitions in 2009.

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. In February 2008, the FASB deferred the effective date of SFAS No. 157 for one year for all nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted SFAS No. 157 with respect to its financial assets and liabilities that are measured at fair value within the financial statements as of January 1, 2008. The adoption of SFAS No. 57 did not have a material impact on our fair value measurements. As of January 1, 2009, we adopted SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities. There was no impact on our consolidated financial statements upon adoption.

In October 2008, the FASB issued FASB Staff Position (FSP) 157-3, Determining the Fair Value of a Financial Assets When the Market for That Asset is Not Active . FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective for all periods presented in accordance with SFAS No. 157. The guidance in FSP 157-3 is effective immediately and did not have an impact on us upon adoption.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 will be effective for interim or annual period ending after June 15, 2009 and will be applied prospectively. We adopted SFAS No. 165 for the quarter ended June 30, 2009.

BUSINESS

Our Company

We are a leading provider of technology enabled transportation and supply chain management services, delivered on a proprietary technology platform serving the transportation and logistics needs of our clients. Our web-based technology platform compiles and analyzes data from our network of over 22,000 transportation providers to serve our clients' shipping and freight management needs. Our technology platform, composed of web-based software applications and a proprietary database, enables us to identify excess transportation capacity, obtain competitive rates, and execute thousands of shipments every day while providing high levels of service and reliability. We focus primarily on arranging transportation across the major modes, including truckload (TL), less than truck load (LTL) and small parcel, and we also offer inter-modal (which involves moving a shipment by rail and truck), domestic air, expedited and international transportation services. Our core logistics services include 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 information 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 22,000 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 web-based technology platform, Evolved Transportation Manager (ETM), allows us to analyze our clients' transportation requirements and provide recommendations that can result in cost savings for our enterprise clients of approximately 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 shipping alternatives. The prices we quote to our clients for their shipping needs include the market cost of fuel, which we pass through to our clients. After the carrier is selected, either by the client or us, we use our ETM technology platform to manage all aspects of the shipping process.

We procure transportation and provide logistics services for more than 11,600 clients across a wide range of industries, such as manufacturing, construction, consumer products and retail. 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, including the management of both freight expenditures and logistical issues surrounding freight to be transported. We provide transportation and logistics services to our transactional clients on a shipment-by-shipment

basis, typically with individual pricing. For the year ended December 31, 2008, enterprise and transactional clients accounted for 43% and 57% 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 shipping alternatives 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. Our fee structure is primarily variable, although we have entered into a limited number of fixed fee arrangements that represent an insignificant portion of our revenue.

In the first half of 2009, we served over 11,600 clients using approximately 4,500 different carriers. The number of our enterprise clients increased from 12 in 2005 to 92 in 2008 and we entered into 15 contracts with new enterprise clients during the six months ended June 30, 2009. Our revenue increased $195.5 million to $202.8 million in 2008 from $7.3 million in 2005, and our net income increased $3.4 million to $2.9 million in 2008 from a net loss of $0.5 million in 2005.

Our Founders

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 29 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, logistics 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).

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

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 2008 was approximately $1.3 trillion. According to Armstrong & Associates, an independent research firm, gross revenue for third-party logistics in the United States in 2008 was approximately $127.0 billion.

available supply due to constant fluctuations in transportation capacity and imperfect information, resulting in underutilized assets. Unused transportation capacity occurs, for example, when a transportation provider delivers its primary load, or headhaul, to a destination and does not have an adequate backhaul shipment back to its point of origin. Additionally, 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.

Third-Party Logistics Services

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 2008, the United States third-party logistics market grew at a 12.5% compounded annual rate, from $30.8 billion to $127.0 billion in gross revenue. In addition, according to Armstrong & Associates, less than 10% of logistics expenditures for the United States were outsourced in 2008. We believe that the market penetration of third-party logistics in the United States will continue to expand and the third-party 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. According to Armstrong & Associates, measured by 2008 gross revenue, asset-based providers accounted for 23% of domestic U.S. transportation management services while non-asset-based providers accounted for the other 77%.

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. We believe very few non-asset-based providers have more than 100 personnel and the small providers, comprising the vast majority, lack the scale to support the increasing requirements for national and global coverage across multiple modes of transportation, the ability to offer complete outsourcing and the ability to provide their clients with technology-driven logistics services.

Transportation and Logistics Services Trends

We believe that the following trends will continue to drive growth in the third-party logistics market:

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 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 $127.0 billion in gross revenue in 2008, which we believe evidences the recognition of the benefits of outsourcing logistics.

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 Transportation Management and Logistics Services. Logistics services have 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 services, 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 identify 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 Transportation and Logistics Services

In the current state of the transportation and logistics market, we believe a third-party logistics provider with superior technology-driven services 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;
•: 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
•: evaluate carrier performance.

Our Competitive Advantage

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

transaction information) stored in our database, we are able to recommend a carrier for each shipment regardless of mode, at any given moment, typically at a highly competitive price. Our clients benefit from our buying power aggregated through our more than 11,600 clients. We believe this buying power enables us to provide an efficient network of capacity at preferential rates. As a result, we are typically able to reduce many of our enterprise clients' total annual transportation and logistics costs by between approximately 5% to 15%, while providing high-quality service.

Scalable, proprietary technology platform. Our proprietary ETM technology platform is a web-based software application that provides competitive pricing, supply chain visibility and shipment execution across all major modes of transportation. Our proprietary technology platform can support a significant increase in the number of clients we serve and shipments we execute without a significant additional capital investment. ETM allows us to compile freight and logistics data from our diversified network of over 22,000 carriers to serve our clients' shipping needs and optimize their freight management. Our ETM database expands and becomes more difficult to replicate as we increase the number of shipments and the amount of pricing, service and available capacity data increases. 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 information 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 integrated transportation and supply chain management services for each client. We believe that the ability to provide these integrated transportation and supply chain management solutions furthers our competitive advantage.

End-to-end technology enabled services embedded in clients' business processes. Our proprietary technology platform provides a central, scalable and configurable portal interface that enables our clients to manage their transportation and logistics costs. Our web-based software provides our clients with access to transportation market analytics and business information 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. We believe our proprietary technology and logistics expertise provide us with the ability to effectively serve the increasingly complex global supply chain needs of our client base and have enabled some of our clients to eliminate their internal logistics departments.

Multi-faceted sales strategy leveraging deep logistics expertise. 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 typically have significant sales expertise and are focused on building relationships with our 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 2008, 26 of our enterprise accounts were converted from transactional accounts, and of the 15 contracts entered into with new enterprise clients in the first half of 2009, six were converted from transactional accounts. Our network of agents enables us to benefit from seasoned industry professionals with access to regional shipping markets.

Our agents are typically experienced industry sales professionals focused on building relationships with department level transportation managers with both existing and prospective clients, such as shipping, traffic or logistics managers. From inception through 2008, 54 of our enterprise accounts and 2,752 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 engagement, which we believe enhances our ability to sign new enterprise contracts.

Proven track record of success with large enterprise clients. We believe that our record of success in serving large enterprises is a key competitive advantage. As of June 30, 2009, we had contracts with 107 enterprise clients, and the total number of enterprise clients increased by 30 and 15 in 2008 and the first six months of 2009, respectively. The size, diversity and reputation of these clients, combined with our track record of successful renewals, demonstrates our ability to handle complex client and industry-specific transportation needs.

Access to our carrier network. Our carrier network consists of over 22,000 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 using our visibility into carrier capacity, we are also able to negotiate favorable rates, manage our clients' transportation spend and identify cost-effective shipping alternatives.

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 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

Further penetrate our established client base. We believe our established client base presents a substantial opportunity for growth. As we demonstrate our ability to execute shipments with high levels of service and favorable pricing, we are able to strengthen our relationships with our clients, penetrate

incremental modes and geographic areas and generate more shipments. 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 selling our enterprise services to those clients. Of our 107 enterprise clients as of June 30, 2009, 26 began as transactional clients.

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 our ETM platform. 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, 2008, we had approximately 5,400 individual users of ETM and as the number of users expands, we will continue to invest in both IT development and infrastructure.

Selectively pursue strategic acquisitions. We have grown, in part, through acquisitions. We intend to selectively pursue strategic acquisitions that complement our relationships and logistics 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 our services or complement our business strategy.

Our Proprietary Technology Platform

Our proprietary ETM technology platform allows us to analyze our clients' transportation requirements and provide customized shipping recommendations that can result in cost savings of approximately 5% to 15% for our enterprise clients. 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 shipping alternatives. 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. ETM's pricing algorithms are checked for accuracy before the rates are made available to our account executives. If an error occurs and an inaccurate rate is conveyed to a client, we will honor the quoted rate and correct the defective algorithm to ensure that all quoted rates going forward are accurately calculated. To date, any losses incurred as a result of an inaccurate quote have been negligible. After the carrier is selected, either by us or the client, our account executives use our ETM technology platform to manage all aspects of the shipping process.

We have developed specialized software applications to provide our transportation and logistics services 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:

FastLane is an Internet-based web portal that allows our carriers to view the status of all unpaid invoices, unbilled shipments, shipments in transit and other information used to quickly resolve any billing discrepancies.

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 tracking data using their existing systems.

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.

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 and pricing.

Shipment 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.

Document 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, U.S. 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.

In 2006, 2007 and 2008, we spent approximately $1.0 million, $3.0 million and $2.5 million, respectively, on research and development, consisting of development of ETM and related technologies.

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, 2008, 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 services, 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 shipping alternatives that are tailored to the specific needs of our clients, rather than the deployment of particular assets. Through our 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. Inter-modal transportation is the shipping of freight by multiple modes, typically using a container that is transferred between ships, railcars or trucks. 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:

•: 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 offering, 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, consumer products and retail. In the first half of 2009, we served over 11,600 clients using approximately 4,500 different carriers and, from our inception through June 30, 2009, we served over 19,000 clients using approximately 11,000 different carriers. Our clients fall into two categories: enterprise and transactional.

Enterprise Clients

We typically enter into multi-year contracts with our enterprise clients, generally with terms of one to three years, to provide some, or substantially all, of their transportation requirements. 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. 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.

As of June 30, 2009, one of our 107 enterprise contracts obligated us to make payments to the client in the event we fail to deliver a 10% cost savings to the client based on its historical shipping expenditures over a fixed period of time. The amount of our business potentially subject to these cost savings payments varies depending upon the number of shipments that we make on behalf of this client and the mode of transportation used, as well as general economic conditions in the transportation industry. Revenue from this client accounted for less than 1% of our revenue in 2008. We have not been obligated to make payments to any clients due to the inability to achieve our negotiated amount of cost savings.

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 services. 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 $26.1 million in 2006, to $53.2 million in 2007 and to $87.4 million in 2008. Our revenue from enterprise clients as a percentage of total revenue was 78% in 2006, 56% in 2007 and 43% in 2008.

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 2007, 49 placed orders with us during 2008, which we believe demonstrates our ability to meet a variety of transportation requirements on a recurring basis. We estimate that total annual transportation expenditures for our 11,952 transactional clients during the year ended December 31, 2008 were in excess of $2.7 billion.

Our Carrier Network

Our carrier network provides our clients with substantial breadth and depth of offerings within each mode. In 2008, we used approximately 4,400 TL carriers, 100 LTL carriers, 14 small parcel carriers, 46 inter-modal carriers, 12 domestic air carriers and 65 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 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 client 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 2008, we used approximately 5,600 of the over 22,000 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 0.9%, 6.2% and 7.4%, respectively, of our total transportation costs across all modes in 2008. Approximately 5% of our LTL and 20% of our TL shipments in 2008 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 2007 and 2008, international shipments accounted for 3% and 4% of our revenue, respectively.

Sales and Marketing

We market and sell our transportation and logistics services through our sales personnel located in four cities across the United States. As of December 31, 2008, our sales team consisted of 10 enterprise sales representatives, 262 transactional sales representatives and 111 agents. Our enterprise sales

representatives typically 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 experienced 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 transportation and logistics services. 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 services to "C-level" management contacts. These relationships ensure that both parties are focused on seamless process integration and using our services to provide 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.

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 satisfy 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 transportation and logistics services on a shipment-by-shipment basis, concentrate on building relationships with our transactional clients that could benefit from the competitive pricing and enhanced service associated with our services. Our ability to work with clients on a transactional basis provides us with an opportunity to demonstrate the cost savings associated with our technology-driven services before the client considers moving to a fully-outsourced enterprise engagement. Since our inception in January 2005, 26 transactional clients have migrated to an enterprise engagement.

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 use our enhanced analytics technology and carrier network to market a broader range of services at competitive prices. 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, 191 as of December 31, 2007 and 383 as of December 31, 2008. We intend to continue to hire sales representatives and agents with established client relationships that we believe can be developed 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 third-party logistics 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 Schneider, FedEx, JB Hunt and ABF;
•: carriers that offer logistics services, such as YRC, Conway and UPS, 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 services companies, such as IBM or Accenture, because they offer transportation procurement and logistics services to their clients. Their well-established client relationships, 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 service companies based in offshore locations, divisions of large IT service companies and global 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. To date, we have not registered any patents nor trademarks. 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 clients 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 $10.0 million.

Properties

Our principal executive offices are located in Chicago, Illinois. We also maintain sales offices in Los Angeles, California, Vancouver, Washington, Park City, Utah, Troy, Michigan and Matteson, Illinois. 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, 2008, we had 553 employees, consisting of 10 enterprise sales representatives, 262 transactional sales representatives, 171 account executives, 36 technology personnel and 74 administrative personnel. We also had 111 independent contractors working as sales agents, and a 26-person workforce 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)	71	Chairman of the Board
Douglas R. Waggoner	50	Chief Executive Officer and Director
Orazio Buzza	37	Chief Operating Officer
David B. Menzel	47	Chief Financial Officer
Scott A. Frisoni	38	Executive Vice President of Sales
David C. Rowe	43	Chief Technology Officer
John R. Walter ⁽¹⁾ ⁽³⁾	62	Director
John F. Sandner ⁽¹⁾	67	Director
Peter J. Barris ⁽²⁾ ⁽³⁾	57	Director
Anthony R. Bobulinski ⁽²⁾	37	Director
Eric P. Lefkofsky ⁽²⁾ ⁽³⁾	40	Director
Bradley A. Keywell	39	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 will serve as our Chief Executive Officer until January 1, 2012, unless such term is otherwise terminated or renewed, pursuant to the terms of his employment agreement. 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 will serve as our Chief Operating Officer until January 1, 2012, unless such term is otherwise terminated or renewed, pursuant to the terms of his employment agreement. 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 services to corporate clients. 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. Mr. Menzel will serve as our Chief Financial Officer until April 7, 2013, unless such term is otherwise terminated or renewed, pursuant to the terms of his employment agreement. 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.

Scott A. Frisoni has served as our Executive Vice President of Sales since October 2008. Mr. Frisoni will serve as our Executive Vice President of Sales until January 1, 2012, unless such term is otherwise terminated or renewed, pursuant to the terms of his employment agreement. From March 2002 through January 2008, Mr. Frisoni served as the Executive Vice President of Sales of InnerWorkings, Inc. From March 1999 to March 2002, Mr. Frisoni was Chief Operating Officer of Decision Support at PurchasePro, a business-to-business software company, and from April 1997 to March 1999, he was Vice President of Sales at Magnitude Network. From May 1993 to April 1997, Mr. Frisoni was a sales executive at The Procter & Gamble Company. Mr. Frisoni holds a bachelor's degree from Indiana University.

David C. Rowe has been our Chief Technology Officer since September 2007. Mr. Rowe will serve as our Chief Technology Officer until January 1, 2012, unless such term is otherwise terminated or renewed, pursuant to the terms of his employment agreement. 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.

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.

Peter J. Barris has served on our Board since July 2009. Mr. Barris 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 2006, Mr. Barris has served on the Board of InnerWorkings, Inc. Since 1999, Mr. Barris has been the Managing General Partner of New Enterprise Associates where he specializes in information technology investing. Mr. Barris also serves on the board of directors of Vonage Holdings Corp. and Neutral Tandem. Mr. Barris is a member of the board of trustees, Northwestern University; board of overseers, Tuck School at Dartmouth College; and board of advisors, Tuck's Center for Private Equity and Entrepreneurship at Dartmouth. He received a Masters in Business Administration from Dartmouth College and a Bachelor of Science in Electrical Engineering from Northwestern 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 has served 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. Since August 2008, Mr. Lefkofsky has served on the Board of InnerWorkings, Inc. 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., 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 Groupon, Inc., an online group buying website. Mr. Lefkofsky also serves on the board of directors of Children's Memorial Hospital, the board of trustees of the Steppenwolf Theatre, the board of trustees of the Art Institute of Chicago and the board of trustees of the Museum of Contemporary Art, and is a member of the Chicago 2016 Olympic Committee. 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 directors of Groupon, Inc., an online group buying website. 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 NorthShore University HealthSystem Foundation. Mr. Keywell holds a bachelor's degree from the University of Michigan and a Juris Doctor degree from the University of Michigan Law School.

Board of Directors

Our Board of Directors consists of eight 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 Peter J. Barris, Anthony R. Bobulinski, Eric P. Lefkofsky and Samuel K. Skinner. Mr. Barris 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, John R. Walter and Peter J. Barris. 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 stockholders, 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 2008. This compensation discussion focuses on the information contained in the following tables and related footnotes for primarily 2008, but we also disclose compensation actions taken before or after 2008 to the extent such disclosure enhances the understanding of our executive compensation disclosure. Unless otherwise specified, all references to share amounts and per share dollar amounts in this compensation discussion and the compensation tables and other compensation disclosure that follow retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

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 awards for 2007 and 2008 were, and for 2009 will be, discretionary awards determined by the Board based on Company performance and for 2010 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 performed formal benchmarking of executive compensation nor have we 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 may qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), to the extent that Section 162(m) is applicable. 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 since the beginning of 2007:

Name and Principal Position		Base Salary Rate as of January 1, 2007		Base Salary Rate as of November 1, 2007			Base Salary Rate as of July 1, 2009**
Douglas R. Waggoner
	Chief Executive Officer	$	200,000	$	300,000		$	350,000
David B. Menzel
	Chief Financial Officer		n/a	$	260,000	*	$	315,000
Orazio Buzza
	Chief Operating Officer	$	220,000	$	255,000		$	285,000
David C. Rowe
	Chief Technology Officer		n/a	$	225,000		$	245,000
Vipon Sandhir
	Senior Vice President	$	185,000	$	240,000		$	275,000
Scott P. Pettit
	Former Chief Financial Officer		n/a	$	200,000			n/a

*: Base salary as of April 7, 2008 start date. For more information related to Mr. Menzel's employment agreement, see "—Employment Agreements" beginning on page 85.
**: Salaries of Messrs. Waggoner, Buzza, Rowe and Sandhir were established as of January 1, 2009. Mr. Menzel's salary was increased to $285,000 as of January 1, 2009 and to $315,000 as of July 1, 2009.

The salaries of our named executive officers were increased to reflect their respective levels of duties and responsibilities and for their positive contributions to the Company.

Total Compensation Comparison. For 2008, base salary accounted for approximately 73.3% of total compensation for our Chief Executive Officer and 82% on average for our other named executive officers (based on the amounts disclosed in the summary compensation table).

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. Mr. Sandhir also received a $17,188 guaranteed bonus in 2007 pursuant to a prior bonus agreement. In determining 2008 bonuses, the Board followed a similar approach to that taken in 2007. Based on Company performance in 2008, the Board determined that no bonuses would be paid, other than a discretionary award of $10,000 to Mr. Rowe in recognition of his individual performance in increasing the efficiency of the Company's software applications.

Annual cash incentive awards for 2006, 2007 and 2008 for the named executive officers are summarized in the table below.

	2006		2007		2008
Cash Bonuses
Douglas R. Waggoner		—	$	30,000		—
David B. Menzel		n/a		n/a		—
Orazio Buzza	$	30,000	$	30,000		—
David C. Rowe		—		—	$	10,000
Vipon Sandhir	$	25,000	$	47,188		—
Scott P. Pettit		—		—		—

The Board will follow a similar approach to that taken in 2007 and 2008, in determining 2009 bonuses. For the named executive officers in 2009, the target bonus awards are 30% of the respective officer's base salary, and the maximum bonus awards are 100% of the base salary. The Annual Incentive Plan will apply to annual incentive bonuses for performance beginning in 2010. 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. 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 2008 incentive awards, but the Board could exercise discretion and take into account individual performance in determining awards as it did with respect to Mr. Rowe as described above.

Discretionary Adjustments. For 2008, the incentive awards were subject to the Board's discretion. Under the Annual Incentive Plan, beginning in 2010, 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 2008, the annual bonus accounted for 0% of total compensation for our Chief Executive Officer and less than 1% on average for our other named executive officers (based on the amounts disclosed in the summary compensation table).

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 and 2008 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, subject to completion of our offering, pursuant to which we may grant equity and other incentive awards to our executive officers and other employees beginning in 2009. 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. All references to option amounts and per share dollar amounts in the following disclosure retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

Grants of stock options or other equity awards to our named executive officers in 2007 and 2008 are summarized in the following table:

Grants

	2007		2008
Douglas R. Waggoner	5,000		—
David B. Menzel	n/a		120,000
Orazio Buzza	5,000	*	25,000
David C. Rowe	60,000		12,500
Vipon Sandhir	5,000		30,000
Scott P. Pettit	100,000		—

*: Unvested shares purchased by Mr. Buzza for $8.10 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 $8.10 per share based on an internal valuation. We believe this per share value is consistent with the valuation performed in November 2007 of $8.80 per share. The options granted to Mr. Pettit were granted in December 2007 with an exercise price of $8.80 per share.

Messrs. Waggoner and Sandhir received an annual grant of 5,000 options (and Mr. Buzza was given the opportunity to purchase 5,000 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.

We granted options to purchase 82,500 shares at an exercise price of $11.72 per share to Mr. Menzel on April 7, 2008 in connection with his commencement of employment. The option with respect to 20,000

of these shares vested immediately and with respect to the balance of these options, 12,500 shares vest on each of the first five anniversaries of the grant date. On September 30, 2008, Mr. Buzza was granted an option to purchase 25,000 shares at an exercise price of $13.58 per share, which option vested or vests with respect to 7,500 shares on each of March 31, 2009 and July 31, 2009 and with respect to 10,000 shares on September 30, 2009. Mr. Buzza's 25,000 options have a 4-year term. On December 30, 2008, Messrs. Menzel, Rowe and Sandhir received options to purchase 37,500, 12,500 and 30,000 shares, respectively, at an exercise price of $10.18 per share. These options vest in four equal annual installments for Messrs. Menzel and Rowe on December 30th of 2009, 2010, 2011 and 2012 and in two equal annual installments for Mr. Sandhir on August 1 of each of 2010 and 2011. Mr. Menzel's 37,500 options have a 5-year term; Mr. Rowe's 12,500 options have a 5-year term; and Mr. Sandhir's 30,000 options have a 4-year term. The same provisions that apply under Mr. Menzel's employment agreement with respect to accelerated vesting upon a sale to a third-party, certain terminations and termination prior to a Change of Control (see "—Employment Agreements—Employment Agreement with David B. Menzel.") also apply to the 37,500 options granted to Mr. Menzel on December 30, 2008.

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 generally have a 10-year term. In general, the option grants (current awards under the 2005 Stock Option Plan and future awards under the 2008 Stock Incentive Plan) 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 (or a longer period, in the Board's discretion)

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 5,000 unvested common shares at $8.10 per share, which were subject to a right of repurchase by us if Mr. Buzza did not remain employed through December 31, 2008. In addition, in 2006, Mr. Buzza purchased 225,000 unvested common shares at $0.50 per share, which were subject to a right of repurchase by us at $0.50 per share if Mr. Buzza's employment terminated for any reason other than a Change in Control as follows: if such termination occurred before December 31, 2007, all 225,000 shares would have been subject to repurchase; and if such termination occurred after December 31, 2007 but prior to December 31, 2008, 112,500 shares would have been subject to repurchase. In 2006, Mr. Sandhir also purchased 225,000 unvested common shares at $0.50 per share, which were subject to a right of repurchase by us at $0.50 per share if Mr. Sandhir's employment terminated for any reason other than a Change in Control as follows: if such termination occurred before August 1, 2007, all 225,000 shares would have been subject to repurchase; if such termination occurred after August 1, 2007 but prior to August 1, 2008, 135,000 shares would have been subject to repurchase; and if such termination occured after August 1, 2008 but prior to August 1, 2009, 45,000 shares would have been subject to repurchase. No such termination occurred.

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 225,000 common shares, which at the time of the grant had a value of $0.002 per share. Under Mr. Sandhir's employment agreement dated as of March 1, 2005, he was granted 75,000 common shares on August 3, 2005, which at the time of the grant had a value of $0.002 per share.

Total Compensation Comparison. For 2008, long-term equity incentives accounted for approximately 15.4% of total compensation for our Chief Executive Officer and 15.4% on average for our other named executive officers (based on the amounts disclosed in the summary compensation table).

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 2008, we provided the following personal benefits and perquisites to certain of our named executives officers:

Executive Benefits and Perquisites		Description
Life Insurance Premiums		We paid the premiums for a life insurance policy for Mr. Waggoner, totaling $18,407 in 2008.
Medical Insurance Reimbursement		We provided reimbursement to Messrs. Waggoner, Menzel, Buzza, Rowe and Sandhir for the cost of their medical insurance premium payments.
Car Allowance		We reimbursed Mr. Waggoner for the cost of his automobile lease payments in the amount of $13,800. Mr. Menzel received an annual car allowance of $7,200. (All of our named executive officers are receiving a car allowance in 2009.)

Total Compensation Comparison. For 2008, executive benefits and perquisites accounted for approximately 11.3% of total compensation for our Chief Executive Officer and less than 1.9% on average for our other named executive officers (based on the amounts disclosed in the summary compensation table).

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 Mr. Menzel, 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 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 and Employment Agreements

2008 Stock Incentive Plan

We have adopted the Echo Global Logistics, Inc. 2008 Stock Incentive Plan (referred to below as the Stock Incentive Plan), subject to the completion of this offering, which will replace 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 will be 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 1,500,000 shares (750,000 shares after giving effect to the one-for-two reverse stock split, plus shares available, if any, 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 by our Compensation Committee, as they deem appropriate and equitable, 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, if applicable, without reducing the aggregate number of shares available for issuance reflected above. To the extent that awards granted under our 2005 stock option plan are in excess of the shares available for issuance under the 2005 stock option plan, such awards will be available for issuance under the Stock Incentive Plan and will count against the maximum number of shares available for issuance under the Stock Incentive Plan.

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 2010.

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.

Employment Agreements

On April 7, 2008, we entered into an employment agreement with our current chief financial officer, David B. Menzel. We have also entered into employment agreements with Messrs. Waggoner, Buzza, Rowe and Sandhir. (For more information regarding the terms of these employment agreements, see
"—Employment Agreements" beginning on page 85.)

Separation Agreement with Scott P. Pettit

On March 31, 2008, we entered into a separation agreement with Scott P. Pettit, our former Chief Financial Officer. Pursuant to this agreement, Mr. Pettit was entitled to exercise all 25,000 previously vested stock options and an additional 15,000 for which vesting was accelerated, in each case until an option expiration date of July 3, 2008. All other unvested options were forfeited.

2009 Compensation Actions

On June 24, 2009, we granted stock options to certain of our named executive officers. Messrs. Waggoner, Buzza, Rowe and Sandhir received options to purchase 45,000, 45,000, 20,000 and 20,000 shares, respectively, at an exercise price of $6.94 per share. These options have a term of ten years and vest in four equal annual installments beginning December 31, 2010 for Messrs. Waggoner, Rowe and Sandhir, and in sixteen equal quarterly installments beginning September 30, 2009 for Mr. Buzza. The same provisions that apply under Mr. Waggoner's employment agreement with respect to accelerated vesting upon a sale to a third-party, certain terminations and termination prior to a Change of Control (see "—Employment Agreements—Employment Agreement with Douglas R. Waggoner.") also apply to the 45,000 options granted to Mr. Waggoner on June 24, 2009. These grants were designed to retain our executives and create long-term incentives that align their interests with those of our stockholders.

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 and 2008. All references to option amounts and per share dollar amounts in the compensation tables and other compensation disclosure that follow retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ⁽¹⁾ ($)	Bonus ($)	Option Awards ⁽²⁾ ($)	All Other Compensation ⁽³⁾ ($)
Douglas R. Waggoner Chief Executive Officer	2008 2007	300,000 223,106	— 30,000	63,236 57,569	46,186 37,762	409,422 348,437
David B. Menzel ⁽⁴⁾ Chief Financial Officer	2008	185,972	—	124,048	16,742	326,762
Orazio Buzza Chief Operating Officer	2008 2007	255,000 227,708	— 30,000	16,300 —	— 10,823	271,300 268,531
David C. Rowe Chief Technology Officer	2008 2007	225,000 60,938	10,000 —	54,600 13,650	2,077 25,569	291,677 100,157
Vipon Sandhir Senior Vice President	2008 2007	240,000 204,205	— 47,188	9,109 2,277	11,459 6,828	260,568 260,498
Scott P. Pettit ⁽⁴⁾ Former Chief Financial Officer	2008 2007	64,583 —	— —	43,800 82,500	— —	108,383 82,500

(1): Mr. Menzel's base salary earned in 2008 reflects his commencement of employment on April 7, 2008. For 2007, base salary amount reflects blended rates before and after 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 and 2008 financial statement reporting purposes in accordance with SFAS No. 123(R). All options were granted under the Echo Global Logistics, LLC 2005 Stock Option Plan. We used the Black-Scholes-Merton 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, in 2008, medical insurance reimbursement of $13,979, reimbursement for automobile lease payments of $13,800 and life insurance payments of $18,407 and in 2007, medical insurance reimbursement of $8,856, reimbursement for automobile lease payments of $10,500 and life insurance payments of $18,407. Includes, for Messrs. Menzel, Rowe and Sandhir in 2008, medical insurance reimbursements of $9,542, $2,077 and $11,459, respectively, and in 2007 for Messrs. Buzza, Rowe and Sandhir, medical insurance reimbursements of $10,823, $569 and $6,828, respectively. Includes, for Mr. Rowe, a $25,000 reimbursement in 2007 to cover the repayment owed to his prior employer pursuant to a contract termination. Includes, for Mr. Menzel, a car allowance of $7,200.
(4): Mr. Pettit served as our principal financial officer from December 27, 2007 to April 4, 2008. As of April 7, 2008, Mr. Menzel began serving as our principal financial officer.

2008 GRANTS OF PLAN-BASED AWARDS

The following table summarizes the option awards made to our named executive officers under any plan in 2008. All references to option amounts and per share dollar amounts in the following table retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

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	—	—	—	—	—
David B. Menzel	4/7/2008 4/7/2008 12/30/2008	— — —	20,000 62,500 37,500	11.72 11.72 10.18	79,600 313,750 44,250
Orazio Buzza	9/30/2008	—	25,000	13.58	81,500
David C. Rowe	12/30/2008	—	12,500	10.18	14,750
Vipon Sandhir	12/30/2008	—	30,000	10.18	25,800
Scott P. Pettit	—	—	—	—	—

(1): All options were granted under the Echo Global Logistics, LLC 2005 Stock Option Plan. For more information on the terms of these awards, see "—Long-term Equity Incentives—Stock Options" beginning on page 77.
(2): Grant date fair value of each equity award in accordance with SFAS No. 123(R). We used the Black-Scholes-Merton 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.

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 amended and restated on September , 2009. Pursuant to his amended and restated employment agreement, Mr. Waggoner is entitled to an initial base salary of $350,000 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, under the agreement 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 450,000 shares of the Company's common stock at an exercise price of $3.68 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: 50,000 shares vested on November 16, 2006 and 100,000 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 $16.00 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 75,000 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, subject to a maximum of 24 months following termination of employment.

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 1, 2012.

Employment Agreement with David B. Menzel

Pursuant to his employment agreement, Mr. Menzel is entitled to an initial base salary of $260,000 (currently $315,000 per year) 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 82,500 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: 20,000 shares vested on April 7, 2008, 12,500 shares vested on April 7, 2009 and an additional 12,500 shares each vest on 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 12,500 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.

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 then Executive Vice President of Sales (currently, the Senior Vice President), on March 1, 2005 and August 1, 2005, respectively. Mr. Buzza's agreement was amended and restated on September , 2009. Mr. Sandhir's agreement expired on August 1, 2009. The narrative below describes the terms of Mr. Sandhir's agreement prior to such expiration. We also entered into an employment agreement with David C. Rowe on August 24, 2007, which was amended and restated on September , 2009. 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 225,000 shares of common stock and Mr. Sandhir was granted 75,000 shares of common stock, each with a fair value of $0.002 per share. In addition, Mr. Buzza was given the opportunity to purchase 225,000 restricted shares of common stock on March 15, 2006 and Mr. Sandhir was given the opportunity to purchase 225,000 restricted shares of common stock on April 15, 2006, each at a price of $0.50 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), with respect to Messrs. Buzza and Rowe, and as defined in his employment agreement, with respect to Mr. Sandhir), 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, with respect to Messrs. Buzza and Rowe, and as defined in our 2005 Stock Option Plan, with respect to Mr. Sandhir) or twelve months following a Change of Control, Messrs. Buzza, Sandhir or Rowe is terminated by us for any reason other than cause or employment is terminated by Messrs. Buzza, Sandhir or Rowe 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, with respect to Messrs. Buzza and Sandhir, the Company forfeits its repurchase right for two years following termination.

Each of Mr. Buzza's and Mr. Rowe's employment agreement terminates on January 1, 2012.

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 Mr. 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 100,000 shares of common stock at an exercise price of $8.80 per share, with options with respect to 25,000 of these shares vesting immediately and options with respect to 15,000 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 15,000 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 180 days after the date of this prospectus.

Mr. Pettit is no longer employed by Echo. See "—Incentive Plans and Employment Agreements—Separation Agreement with Scott P. Pettit."

OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2008. All references to option and share amounts and per share dollar amounts in the following table retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

	Option Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable			Stock Awards
Name			Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)	Market Value of Shares of Stock that Have Not Vested ($)
Douglas R. Waggoner ⁽¹⁾	150,000 —	300,000 5,000	3.68 8.10	11/1/2016 9/28/2017	— —	— —
David B. Menzel ⁽²⁾	20,000 —	62,500 37,500	11.72 10.18	4/7/2018 12/30/2013	— —	— —
Orazio Buzza ⁽³⁾	—	25,000	13.58	9/30/2012	112,500	769,500
David C. Rowe ⁽⁴⁾	15,000 —	45,000 12,500	8.10 10.18	9/17/2017 12/30/2013	— —	— —
Vipon Sandhir ⁽⁵⁾	— —	5,000 30,000	8.10 10.18	9/28/2017 12/30/2012	45,000 —	307,800 —
Scott P. Pettit ⁽⁶⁾	—	—	—	—	—	—

(1): Mr. Waggoner's options to purchase 300,000 shares of common stock at an exercise price of $3.68 per share vested with respect to 100,000 of those shares on January 1 2009, and an additional 100,000 shares vest on January 1 of each of 2010 and 2011. Mr. Waggoner's options to purchase 5,000 shares of common stock at an exercise price of $8.10 per share vest with respect to all of those shares on December 31, 2009.
(2): Mr. Menzel's options to purchase 62,500 shares of common stock at an exercise price of $11.72 per share vested with respect to 12,500 of these shares on April 7, 2009 and an additional 12,500 shares vest on April 7 of each of 2010, 2011, 2012 and 2013. Mr. Menzel's options to purchase 37,500 shares of common stock at an exercise price of $10.18 per share vest with respect to 9,375 of those shares on December 30 of each of 2009, 2010, 2011 and 2012.
(3): Mr. Buzza's options to purchase 25,000 shares of common stock at an exercise price of $13.58 per share vested or vests with respect to 7,500 of those shares on March 31, 2009; with respect to 7,500 of those shares on July 31, 2009; and with respect to 10,000 of those shares on September 30, 2009. Mr. Buzza's unvested shares were subject to repurchase by the Company at $0.50 per share. This repurchase right expired on January 1, 2009.
(4): Mr. Rowe's options to purchase 45,000 shares of common stock at an exercise price of $8.10 per share vest with respect to 15,000 of those shares on September 17 of each of 2009, 2010 and 2011. Mr. Rowe's options to purchase 12,500 shares of common stock at an exercise price of $10.18 per share vest with respect to 3,125 of those shares on December 30 of each of 2009, 2010, 2011 and 2012.
(5): Mr. Sandhir's options to purchase 5,000 shares of common stock at an exercise price of $8.10 per share vested with respect to all of those shares on August 1, 2009. Mr. Sandhir's options to purchase 30,000 shares of common stock at an exercise price of $10.18 per share vest with respect to 15,000 of those shares on August 1 on each of 2010 and 2011. Mr. Sandhir's unvested shares were subject to repurchase by the Company at $0.50 per share. This repurchase right expired with respect to all of his unvested shares on August 1, 2009.
(6): Mr. Pettit's unvested options expired in connection with his separation and his vested options expired on July 3, 2008. For more information regarding Mr. Pettit's separation and options, see "—Incentive Plans and Employment Agreements—Separation Agreement with Scott P. Pettit."

2008 OPTION EXERCISES AND STOCK VESTED

The following table sets forth certain information regarding option exercises and stock awards that vested during fiscal year 2008 for the named executive officers. All references to option and stock amounts and per share dollar amounts in the following table retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Douglas R. Waggoner	—	—		—	—
David B. Menzel	—	—		—	—
Orazio Buzza	—	—		117,500	1,024,200 ⁽¹⁾
David C. Rowe	—	—		—	—
Vipon Sandhir	—	—		90,000	1,222,200 ⁽²⁾
Scott P. Pettit	40,000	116,800	⁽³⁾	—	—

(1): This figure is calculated by adding (A) the product obtained by multiplying the 112,500 shares that vested on January 1, 2008 by $8.80, the fair market value of the stock on the vesting date, and (B) the product obtained by multiplying the 5,000 shares that vested on December 31, 2008 by $6.84, the fair market value of the stock on the vesting date. Mr. Buzza's shares were subject to repurchase by the Company. 112,500 of the shares that vested were subject to repurchase at $0.50 per share, which right expired on January 1, 2008. 5,000 of the shares that vested were subject to repurchase at $8.10 per share, which right expired on December 31, 2008.
(2): This figure is calculated by multiplying the number of shares acquired on vesting by $13.58, which represents the fair market value of the stock on the vesting date. Mr. Sandhir's shares were subject to repurchase by the Company at $0.50 per share, which right expired on August 1, 2008.
(3): This figure is calculated by multiplying the number of shares acquired on exercise by $2.92, which represents the difference between the fair market value of the shares on the exercise date, $11.72, and the exercise price, $8.80.

2008 PENSION BENEFITS

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

2008 NONQUALIFIED DEFERRED COMPENSATION

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

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

All references to option amounts and per share dollar amounts in the following disclosure retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering. 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, 2008 (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	$	32,908	*
David B. Menzel	$21,667 per month for 12 months	$	15,726	*
Orazio Buzza	$21,250 per month for three months	$	0
David C. Rowe**	—	$	0
Vipon Sandhir	$20,000 per month for three months	$	0
Scott P. Pettit	***

*: Pursuant to the employment agreements with Messrs. Waggoner and Menzel, in the event of a termination without cause or a termination for good reason, the Company will also provide them and their dependents with Company paid insurance benefits until such time comparable benefits are secured through another employer's benefits program, up to a maximum of 24 months for Mr. Waggoner and 12 months for Mr. Menzel. The following assumptions were made in calculating the benefit continuation amounts: an annual cost of $16,454 for Mr. Waggoner and $15,726 for Mr. Menzel.
**: Under the terms of his employment in effect as of December 31, 2008, Mr. Rowe was not entitled to severance benefits.
***: On March 31, 2008, we entered into a separation agreement with Mr. Pettit. See "—Incentive Plans and Employment Agreements—Separation Agreement with Scott P. Pettit."

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.

Assuming the employment of our named executive officers were to be terminated without cause or for good reason, each as of December 31, 2008 (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	$237,000	$553,000
David B. Menzel	—	—
Orazio Buzza	—	—
David C. Rowe	—	—
Vipon Sandhir	—	—
Scott P. Pettit ⁽²⁾	$ 43,800	—

(1): There was no public market for our stock in 2008. Except as described in note (2) below, values are based on the aggregate difference between the respective exercise prices and a price of our common stock of $6.84 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, 2008.
(2): On March 31, 2008, we entered into a separation agreement with Mr. Pettit. Pursuant to this agreement, he was entitled to accelerated vesting of 15,000 stock options as of April 4, 2008. The value listed above ($43,800) is based on the aggregate difference between the respective exercise price of Mr. Pettit's accelerated options of $8.80 per share, and a price of our common stock of $11.72 per share, which was the fair market value of our common stock as of the date of our most recent internal management valuation prior to April 4, 2008.

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, except for Mr. Menzel, whose restriction period is twelve 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

The employment agreements 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, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) by any Incumbent Stockholders (as defined below); (b) any person or persons acting as a group (in each case, other than any Incumbent Stockholders) 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 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. For purposes of this definition of Change in Control, the term "Incumbent Stockholders" shall include each and every one of the following: 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 or successors. 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."

2008 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, 2008. All references to option and share amounts and per share dollar amounts in the following table and disclosure retroactively give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering.

Name	Fees Earned or Paid in Cash ($) ⁽¹⁾	Options Awards ($) ⁽²⁾	All Other Compensation ($)	Total ($)
Anthony R. Bobulinski	—	—	—	—
Richard A. Heise, Jr.	—	—	—	—
Bradley A. Keywell	—	136,258	—	136,258
Eric P. Lefkofsky	—	—	—	—
Samuel K. Skinner	—	14,533	—	14,533
Louis B. Susman ⁽³⁾	—	—	—	—
John R. Walter	—	—	—	—
Harry R. Weller ⁽³⁾	—	—	—	—

(1): We did not pay our non-employee directors any cash compensation for their service on our Board in 2008.

(2): Value of option awards is based on the dollar amount for 2008 financial reporting purposes in accordance with SFAS No. 123(R). We used the Black-Scholes-Merton 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. We did not award our non-employee directors any stock options for their service on our Board in 2008. The aggregate number of shares subject to outstanding option awards as of December 31, 2008 for our directors are as follows: Mr. Keywell (through Holden Ventures, LLC)—100,000; Mr. Skinner—80,000; and Mr. Susman—50,000.
(3): Mr. Susman resigned from the Board on June 3, 2009 and Mr. Weller resigned from the Board on July 20, 2009.

Summary of Director Compensation

We do not currently 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 50,000 shares of common stock at a price per share not to exceed $2.00. 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 60,000 shares of common stock at a price of $3.68 per share. This option vested immediately with respect to 15,000 shares, and vests or has vested on October 1, 2007, October 1, 2008 and October 1, 2009 with respect to an additional 15,000 shares on each date. On October 1, 2006, we also granted Mr. Skinner the right to purchase 50,000 shares of our common stock at a price of $5.76 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 20,000 shares of common stock at an exercise price of $3.68 per share, with such option vesting immediately with respect to 5,000 shares and on February 13, 2008, February 13, 2009 and February 13, 2010, with respect to an additional 5,000 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 $78,140 and $131,431 to Holden Ventures and Mr. Keywell for services rendered and reimbursement of certain travel and entertainment expenses incurred on its behalf in 2006 and 2007, respectively, and granted Holden Ventures the right to purchase 250,000 shares of our common stock at an exercise price of $2.20 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 100,000 shares of our common stock at an exercise price of $8.10 per share on August 15, 2007, which vests or has vested in equal annual installments on March 15, 2008, 2009 and 2010.

On August 13, 2008, we approved a new cash compensation component for our non-employee directors who are not affiliated or associated with 10% or greater stockholders of the Company, in the form of a $30,000 annual cash retainer. We approved this new component in order to continue to attract qualified candidates for our Board, as certain directors that serve on boards of Nasdaq-listed companies in our peer group receive annual compensation for their service as directors. The new annual cash retainers will take effect upon the consummation of this offering.

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. Our audit committee will operate under a written charter pursuant to which it must approve prior to consummation any related party transaction, which includes any transaction or series of transactions in which we or any of our subsidiaries are to be a participant, the amount exceeds $120,000, and a "related person" (as defined under SEC rules) has a direct or indirect material interest. Based on its consideration of all of the relevant facts and circumstances, the audit committee will decide whether or not to approve such transaction and will generally approve only those transactions that are negotiated at arm's length and have terms and conditions that are reasonable and customary.

Reverse Stock Split and Recapitalization

Prior to the completion of this offering, we intend to effectuate a one-for-two reverse stock split of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock. Immediately following the reverse stock split and prior to the completion of this offering, we also 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. The purpose of the recapitalization is to exchange all of our outstanding shares of capital stock for shares of the same class of common stock that will be sold in this offering. 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 $3.4 million of required accrued dividend payments to the holders of our Series B and D preferred shares. Such payments include a payment of approximately $31,000 to the holders of our Series B preferred stock, which represents approximately 0.3% of our equity on a fully-diluted basis, and a payment of approximately $3.3 million to the holders of our Series D preferred stock, which represents 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.

As of August 31, 2009, Messrs. Lefkofsky, Heise and Keywell own, directly or indirectly, 17.1%, 13.7% and 10.8% of our equity interests on a fully-diluted basis, respectively. After this offering, Messrs. Lefkofsky, Heise and Keywell will own, directly or indirectly, 12.9%, 10.3% and 8.1% of our common stock on a fully-diluted basis, respectively.

Term Loan with EGL Mezzanine LLC

In June 2009, we entered into a $7.5 million term loan payable to EGL Mezzanine LLC, members of which include certain of our directors and officers and affiliates of the Nazarian family. The term loan, which was amended and restated on August 26, 2009 and subsequently amended on September 8, 2009, matures on June 2, 2012 and bears interest at a rate of 13.0% per year. The proceeds from borrowings

under the term loan were used for working capital purposes and to fund the acquisition of substantially all of the assets of RayTrans Distribution Services, Inc. We did not pay EGL Mezzanine any interest during the six months ended June 30, 2009. We believe that the terms and conditions are reasonable and customary. All outsanding principal and accrued interest under the term loan will be payable immediately upon the closing of this offering.

The members of EGL Mezzanine, and their respective direct and/or indirect ownership interests in EGL Mezzanine, as of June 30, 2009 include:

•: Blue Media, LLC, 67.7%, an entity controlled by Eric P. Lefkofsky, one of our directors;
•: John R. Walter, 6.7%, one of our directors;
•: Samuel K. Skinner, 3.3%, one of our directors;
•: John F. Sandner, less than 1%, one of our directors;
•: Frog Ventures, LLC, 6.7%, an entity owned by the Keywell Family Trust and Kimberly Keywell, the wife of Bradley A. Keywell, one of our directors;
•: Scott A. Frisoni, 3.3%, our Executive Vice President of Sales;
•: Signature Assets, LLC, less than 1%, an entity owned by Orazio Buzza, our Chief Operating Officer; and
•: Affiliates of the Nazarian family, 6.7%, members of which are stockholders of ours.

Consulting Arrangement with Holden Ventures, LLC 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 $131,431 to Holden Ventures, LLC 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 250,000 shares of our common stock for $2.20 per share (after giving effect to the one-for-two reverse stock split). 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, LLC

In August 2007, in connection with Mr. Keywell's service on our board of directors, we granted an option to purchase 100,000 shares of our common stock at an exercise price of $8.10 per share (after giving effect to the one-for-two reverse stock split) to Holden Ventures, LLC, which vests or vested in equal annual installments on March 15, 2008, 2009 and 2010.

Referral Agreement with Holden Ventures, LLC

In January 2009, we entered into an Independent Contract Referral Services Agreement with Holden Ventures, LLC. Under the terms of the agreement, we will pay Holden Ventures 10% of the gross margin, or the actual payments received minus actual expenses, we receive from clients referred to us by Holden Ventures. This agreement may be terminated by either party upon 15 days written notice and prohibits Holden Ventures from competing with our business and soliciting our clients and employees for one year following the termination of the agreement. As of June 30, 2009, no payments have been made to Holden Ventures under the terms of this agreement. The referral agreement was negotiated at arm's length and we believe that the terms and conditions were reasonable and customary, and consistent with the terms of our referral agreements with unrelated parties.

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 to 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 payments for the Chicago office. The agreement was terminated in August 2008. Under the terms of the sub-lease agreements, MediaBank paid us $72,551 in 2007 and $114,368 in 2008. The sub-lease agreement was negotiated at arm's length, and we believe that the terms and conditions were 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, 2008, include:

•: Eric P. Lefkofsky, 7.7%, one of our directors;
•: Richard A. Heise, Jr., 13.3%, 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, 14.7%, of which Peter J. Barris, one of our directors, is a general partner; and
•: Affiliates of the Nazarian family, 8.8%, which include Sharyar Baradaran, a director of InnerWorkings.

InnerWorkings is also one of our stockholders. As of June 30, 2009, InnerWorkings owned 627,778 shares of our common stock (after giving effect to the one-for-two reverse stock split), or 3.6% of our equity interests on a fully-diluted basis.

Business with InnerWorkings

In the ordinary course, InnerWorkings provides us with print procurement services. As consideration for these services, we were billed by InnerWorkings approximately $35,100, $88,200 and $140,000 in 2006, 2007 and 2008, respectively. InnerWorkings also provided general management services to the Company in 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 $625,800, $748,636 and $2,700,001 in 2006, 2007 and 2008, 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 payments and overhead expense relating to this space. The total expense incurred by us under the sub-lease agreements was $126,697, $178,080 and $232,002 in 2006, 2007 and 2008, respectively. The sub-lease agreement terminated on July 31, 2009, and no expenses were incurred by us under the sub-lease agreement for the six months ended June 30, 2009 as MediaBank had assumed our obligations under the sub-lease agreement. 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 $75,003 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, $14,970 and $66,092 in 2006, 2007 and 2008, 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 75,000 shares of our common stock (after giving effect to the one-for-two reverse stock split). 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 37,500 shares of our common stock (after giving effect to the one-for-two reverse stock split). This transaction was negotiated at arm's length, and we believe that the terms and conditions are reasonable and customary.

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 Echo Global Logistics, LLC received newly issued shares of our capital stock, cash or a combination of both. The information

provided below does not give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this 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⁾	11,570,000									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⁾
Anthony R. Bobulinski	100,000									8/10/05		⁽⁸⁾
John R. Walter	100,000									1/1/06	$	25,000
John R. Walter						500,000	⁽⁹⁾			1/18/06	$	125,000
Steven E. Zuccarini	30,000									2/1/06	$	6,000
Orazio Buzza						450,000	⁽¹⁰⁾			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 members 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, our Chief Operating Officer, as partial consideration for his employment with us.
(5): Frog Ventures, LLC is owned by the Keywell Family Trust (20%) and Kimberly Keywell (80%). Ms. Keywell is the wife of Bradley A. Keywell, one of our directors.
(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, our Senior Vice President, as partial consideration for his employment with us.
(8): These units were granted to Anthony R. Bobulinski, one of our directors, in connection with the investment of $2,000,000 by affiliates of the Nazarian family 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): These options are fully vested.
(10): These options are fully vested.
(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. These shares of unvested common stock may vest upon the achievement of certain performance measures by May 31, 2010. We will repurchase all of these unvested common shares for an aggregate price of $1.00 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): These options are fully vested.
(17): These shares were issued to Bestway Solutions as partial consideration for our acquisition of Bestway Solutions.

Series D Investment

In June 2006, we issued 3,129,496 shares of Series D preferred stock (after giving effect to the one-for-two reverse stock split), or approximately 18.0% 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 $5.56 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 $31,000 dividend payment to the holders of our Series B preferred shares, and
•: a $3.3 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."

100

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 the 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 August 31, 2009, we had 15,793,655 shares of capital stock outstanding and 46 holders of record of our capital stock. The table assumes a one-for-two reverse stock split of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock that will occur prior to the completion of this offering and 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 that will occur immediately following the reverse stock split and prior to the completion of this offering. 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 Avenue, Suite 725, Chicago, Illinois 60654.

101

							Number of additional shares of common stock to be sold at underwriters' option ⁽²⁾
	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 ⁽²⁾
Name of beneficial owner
Name of beneficial owner	Shares	Options	Total	%				Shares	Options	Total	%
Selling Stockholders (other than 5% stockholders, directors and executive officers)
Echo Global Logistics Series C Investment Partners, LLC ⁽³⁾	360,263	—	360,263	2.3	%	—	32,101	328,162	—	328,162	1.5	%
Green Media, LLC ⁽⁴⁾	425,000	—	425,000	2.7	%	—	37,870	387,130	—	387,130	1.8	%
InnerWorkings, Inc. ⁽⁵⁾	627,778	—	627,778	4.0	%	—	55,938	571,840	—	571,840	2.7	%
Polygal Row, LLC ⁽⁶⁾	353,056	—	353,056	2.2	%	—	31,459	321,597	—	321,597	1.5	%
Signature Assets, LLC ⁽⁷⁾	415,759	—	415,759	2.6	%	—	37,046	378,713	—	378,713	1.8	%
5% Stockholders (not including 5% stockholders who are directors or executive officers)
Entities affiliated with New Enterprise Associates c/o New Enterprise Associates 119 St. Paul Street Baltimore, MD 21202 ⁽⁸⁾	2,425,318	—	2,425,318	15.3	%	—	—	2,425,318	—	2,425,318	11.3	%
Richard A. Heise, Jr. ⁽⁹⁾	2,389,310	—	2,389,310	15.1	%	—	198,643	2,190,667	—	2,190,667	10.2	%
Frog Ventures, LLC ⁽¹⁰⁾	1,855,001	—	1,855,001	11.7	%	—	165,291	1,689,710	—	1,689,710	7.9	%
Blue Media, LLC ⁽¹¹⁾	2,536,810	25,000	2,561,810	16.2	%	—	226,043	2,310,767	25,000	2,335,767	10.9	%
Old Willow, LLC ⁽¹²⁾	2,229,310	—	2,229,310	14.1	%	—	198,643	2,030,667	—	2,030,667	9.4	%
Directors and Executive Officers
Samuel K. Skinner ⁽¹³⁾	50,000	75,000	125,000	*		—	—	50,000	75,000	125,000	*
Douglas R. Waggoner ⁽¹⁴⁾	37,500	250,000	287,500	1.8	%	—	3,343	34,157	250,000	284,157	1.3	%
Orazio Buzza ⁽¹⁵⁾	461,920	27,812	489,732	3.1	%	—	—	461,920	27,812	489,732	2.3	%
David B. Menzel	—	32,500	32,500	*		—	—	—	32,500	32,500	*
Scott A. Frisoni ⁽¹⁶⁾	81,289	81,978	163,267	1.0	%	—	—	81,289	81,978	163,267	*
Vipon Sandhir	286,920	5,000	291,920	1.8	%	—	25,566	261,354	5,000	266,354	1.2	%
David C. Rowe ⁽¹⁷⁾	—	30,000	30,000	*		—	—	—	30,000	30,000	*
John R. Walter ⁽¹⁸⁾	558,171	—	558,171	3.5	%	—	41,700	516,471	—	516,471	2.4	%
John F. Sandner	—	—	—	—		—	—	—	—	—	—
Peter J. Barris	—	—	—	—		—	—	—	—	—	—
Anthony R. Bobulinski	500,195	—	500,195	3.2	%	—	—	500,195	—	500,195	2.3	%
Eric P. Lefkofsky ⁽¹⁹⁾	2,961,810	25,000	2,986,810	18.9	%	—	263,913	2,697,897	25,000	2,722,897	12.7	%
Bradley A. Keywell ⁽²⁰⁾	1,855,001	25,000	1,880,001	11.9	%	—	165,291	1,689,710	25,000	1,714,710	8.0	%
Scott P. Pettit ⁽²¹⁾	65,000	—	65,000	*			—	65,000	—	65,000	*

Directors and Executive Officers as a group (12 persons)	6,505,886	547,290	7,053,176	44.5	%	—	474,247	6,031,639	547,290	6,578,929	31.3	%

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*: 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): The manager of Echo Global Logistics Series C Investment Partners, LLC is Polygal Row, LLC. For information on Polygal Row, LLC, see footnote (6).
(4): Green Media, LLC ("Green Media") is an entity controlled by Eric P. Lefkofsky, one of our directors (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media.
(5): For more information on our relationship with InnerWorkings, Inc., see "Certain Relationships and Related Party Transactions—Relationship with InnerWorkings, Inc."
(6): The managers and controlling members of Polygal Row, LLC are Blue Media, LLC and Old Willow Partners, LLC. See footnotes (11) and (12) for information on the ownership of Blue Media, LLC and Old Willow Partners, LLC.
(7): 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.
(8): Includes 2,342,086 shares of Series D preferred stock and 78,133 shares of common stock held by New Enterprise Associates 12, Limited Partnership ("NEA 12"). The shares directly held by NEA 12 are indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 LLC"), the sole general partner of NEA Partners 12, and each of the individual Managers of NEA 12 LLC. The individual Managers of NEA 12 LLC are M. James Barrett, Peter J. Barris, one of our directors, Forest Basket, Ryan D. Drant, Patrick J. Kerins, Krishna Kolluri, C. Richard Kramlich, Charles M. Linehan, Charles W. Newhall III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor III. Also includes 5,099 shares held by NEA Ventures 2006, Limited Partnership ("Ven 2006"). The shares directly held by Ven 2006 are indirectly held by Karen P. Welsh, the general partner of Ven 2006. All of the indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their pecuniary interest therein.
(9): Includes 2,229,310 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 2,229,310 shares of capital stock, 20,833 shares are Series B preferred stock and 2,208,477 shares are common stock. Also includes 160,000 shares held by the Richard A. Heise, Sr. Living Trust.
(10): Frog Ventures, LLC is owned by the Keywell Family Trust (20%) and Kimberly Keywell (80%). Ms. Keywell is the wife of Bradley A. Keywell, one of our directors.
(11): Blue Media, LLC ("Blue Media") is an entity controlled by Eric P. Lefkofsky, one of our directors (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Blue Media.
(12): Old Willow Partners, LLC is an entity controlled by Richard A. Heise, Jr., one of our former directors.
(13): Includes options to purchase 15,000 shares of common stock, which vest within 60 days of August 31, 2009.
(14): Includes 37,500 shares of common stock originally 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. Such shares were subsequently transferred to Mr. Waggoner and he now holds the shares directly.
(15): Includes 415,759 shares of common 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. Includes 46,161 shares of capital stock directly held by Polygal Row, LLC ("Polygal Row"), Mr. Buzza disclaims beneficial ownership of the shares held by Polygal Row except to the extent of his pecuniary interest therein. Also includes options to purchase 15,000 shares of common stock, which are fully vested, and options to purchase 12,812 shares of common stock, which vest within sixty days of August 31, 2009.
(16): Includes 81,289 shares of common stock held by Polygal Row, LLC, which represents Mr. Frisoni's proportionate economic interest in the shares of common stock held by Polygal. Mr. Frisoni disclaims beneficial ownership of the shares held by Polygal Row except to the extent of his pecuniary interest therein. Includes options to purchase 2,812 shares of common stock, which vest within 60 days of August 31, 2009.
(17): Includes options to purchase 15,000 shares of common stock, which vest within 60 days of August 31, 2009.
(18): Includes 90,185 shares of common stock directly held by Echo Global Logistics Series C Investment Partners, LLC, ("Series C Investment Partners"). Mr. Walters disclaims beneficial ownership of the shares held by Series C Investment Partners except to the extent of his pecuniary interest therein.
(19): Includes 2,536,810 shares of capital stock held by Blue Media, LLC ("Blue Media"), an entity controlled by Eric P. Lefkofsky, one of our directors (50%), options to purchase 25,000 shares of common stock held by Blue Media and 425,000 shares of common stock held by Green Media, LLC, an entity owned by Mr. Lefkofsky (50%) and Ms. Lefkofsky (50%). Of the 2,536,810 shares of capital stock held by Blue Media, 20,833 are shares of Series B preferred stock and 2,515,977 are shares of common stock. Mr. Lefkofsky shares voting and investment control with respect to the shares held by Blue Media, LLC and Green Media, LLC.
(20): Includes options to purchase 25,000 shares of our common stock held by Holden Ventures, LLC, an entity owned and controlled by Bradley A. Keywell. Includes 1,855,001 shares held by Frog Ventures, LLC. Of the 1,855,001 shares of capital stock held by Frog Ventures, 20,833 are shares of Series B preferred stock and 1,834,168 are shares of common stock. Frog Ventures is owned by the Keywell Family Trust (20%) and Kimberly Keywell (80%), the wife of Mr. Keywell. Mr. Keywell disclaims beneficial ownership of the shares held by Frog Ventures except to the extent of his pecuniary interest therein.
(21): 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.

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.

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DESCRIPTION OF CAPITAL STOCK

General

Upon the closing of this offering, the total amount of our authorized capital stock will consist of 100,000,000 shares of common stock, $0.0001 par value, and 2,500,000 shares of preferred stock, $0.0001 par value. We intend to adopt, and intend to submit for approval by our stockholders, a recapitalization agreement (which will include the reverse stock split), 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.

Reverse Stock Split and Recapitalization

Prior to the closing of this offering, we intend to effectuate a one-for-two reverse stock split of all outstanding shares of our common stock, Series B preferred stock and Series D preferred stock. Immediately following the reverse stock split and prior to the completion 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. The purpose of the recapitalization is to exchange all of our outstanding shares of capital stock for shares of the same class of common stock that will be sold in this offering. 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 reverse stock split and recapitalization, and prior to the closing of this offering, there will be 15,793,655 shares of common stock outstanding held by 46 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 reverse stock split and recapitalization, and prior to the closing of this offering, we will be authorized to issue 2,500,000 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

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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 former holders of our Series B and D preferred shares, with respect to 3,231,557 shares of our common stock (after giving effect to the one-for-two reverse stock split and recapitalization), 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, the 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 underwriting 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 date of this prospectus.

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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.

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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 American Stock Transfer & Trust Company, LLC.

Listing

We intend to list our common stock on The Nasdaq Global Market under the symbol "ECHO."

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SHARES ELIGIBLE FOR FUTURE SALE

Following this offering, we will have 21,493,655 shares of common stock outstanding. All 5,700,000 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 15,793,655 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 Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, 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 15,793,655 shares of common stock upon completion of this offering, have agreed that they will not, without the prior written consent of Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, 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, 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 Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC 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, 5,700,000 shares sold in this offering will be immediately available for sale in the public market; and
•: 180 days after the date of this prospectus, approximately 15,793,655 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.

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 214,937 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 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 on the date hereof. 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;
•: an estate whose income is subject to U.S. federal income taxation regardless of its source;

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•: 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 not a U.S. person and is eligible for the benefits with respect to dividends allowed by such treaty, (b) hold common stock through certain foreign intermediaries and satisfy the certification requirements for treaty benefits of applicable U.S. Treasury Regulations, or (c) in the case of payments made outside the United States to an offshore account (generally, an account maintained by a Non-U.S. Holder at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing such holder's entitlement to the lower treaty rate in accordance with applicable U.S. 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, and is not eligible for relief under an applicable income tax treaty; 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 and meets certain other conditions, and is not eligible for relief under an applicable income tax treaty, 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 losses 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.

The payment of the proceeds from the disposition of common stock to or through the U.S. office of any broker (U.S. or non-U.S.) will be subject to information reporting and possible backup withholding unless the Non-U.S. Holder certifies as to such holder's non-U.S. status under penalties of perjury or otherwise establishes an exemption and the broker does not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of proceeds from the disposition of common stock to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-

111

U.S. broker has certain types of relationships with the United States (a "U.S. related financial intermediary"). In the case of the payment of proceeds from the disposition of common stock to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related financial intermediary, the U.S. Treasury Regulations require information reporting (but not backup withholding) on the payment unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no knowledge to the contrary. Holders of common stock are urged to consult their tax advisor on the application of information reporting and backup withholding in light of their particular circumstances.

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.

112

UNDERWRITING

Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC 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 from us the number of shares indicated in the following table.

Underwriters		Number of Shares
Morgan Stanley & Co. Incorporated
Credit Suisse Securities (USA) LLC
William Blair & Company, L.L.C.
Thomas Weisel Partners LLC
Barrington Research Associates, Inc.
Craig-Hallum Capital Group, Inc.

	Total	5,700,000

The underwriters are committed to take and pay for all of the shares being offered by us, if any are taken, other than the shares covered by the option described below unless and until the option is exercised. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

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 855,000 shares from the selling stockholders at the initial public offering price less underwriting discounts and commissions. 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 855,000 additional shares from the selling stockholders.

Paid by the Company
	No Exercise	Full Exercise
Per Share	$	$
Total	$	$
Paid by the Selling Stockholders		Full Exercise
	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 and to the selling group members at that price less a selling concession of $ per share. 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,

113

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 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 will be negotiated among the company, the selling stockholders 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 list 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 common 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.

114

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

The company estimates that its 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.

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

115

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.

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.

116

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, 2007 and December 31, 2008, and for each of the three years in the period ended December 31, 2008, appearing in this Prospectus and the 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 RayTrans Distribution Services, Inc. at December 31, 2007 and for the year ended December 31, 2007, appearing in this Prospectus and the Registration Statement have been audited by Plante & Moran, PLLC, 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 RayTrans Distribution Services, Inc. at December 31, 2008 and for the year ended December 31, 2008 appearing in this Prospectus and the Registration Statement have been audited by Crowe Horwath 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.

Our website is http://www.echo.com (which is not intended to be an active hyperlink in this prospectus). We intend to make available free of charge on our website our annual reports on Form 10-K, quarterly reports on 10-Q, current reports on Form 8-K, amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements and other information as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or connected to or that can be accessed via our website is not part of this prospectus.

117

Echo Global Logistics, Inc. and Subsidiaries
Consolidated Financial Statements
As of December 31, 2007 and 2008 and for the Years Ended December 31, 2006, 2007 and 2008

Table of Contents
Consolidated Financial Statements
Report of Independent Auditors		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statements of Stockholders'/Members' Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8
Echo Global Logistics, Inc. and Subsidiaries Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 2008 and 2009
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets		F-35
Condensed Consolidated Statements of Operations		F-36
Condensed Consolidated Statements of Stockholders'/Member's Deficit		F-37
Condensed Consolidated Statements of Cash Flows		F-38
Notes to Condensed Unaudited Consolidated Financial Statements		F-39
Mountain Logistics, Inc. Financial Statements Year Ended December 31, 2006 and Four Months Ended April 30, 2007
Financial Statements
Report of Independent Auditors		F-51
Balance Sheets		F-52
Statements of Income		F-53
Statements of Stockholders' Deficit		F-54
Statements of Cash Flows		F-55
Notes to Financial Statements		F-56

F-1

RayTrans Distribution Services, Inc. Financial Statements Year Ended December 31, 2007
Financial Statements
Report of Independent Auditors		F-62
Consolidated Balance Sheet		F-63
Consolidated Statement of Operations		F-64
Consolidated Statement of Equity		F-65
Consolidated Statement of Cash Flows		F-66
Notes to Financial Statements		F-67
RayTrans Distribution Services, Inc. Financial Statements Year Ended December 31, 2008
Financial Statements
Report of Independent Auditors		F-74
Consolidated Balance Sheet		F-75
Consolidated Statement of Operations		F-76
Consolidated Statements of Stockholders' Equity		F-77
Consolidated Statement of Cash Flows		F-78
Notes to Consolidated Financial Statements		F-79
RayTrans Distribution Services, Inc. Unaudited Consolidated Financial Statements Three Months Ended March 31, 2009
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets		F-88
Consolidated Statements of Operations		F-89
Consolidated Statements of Cash Flow		F-90
Notes to Unaudited Consolidated Financial Statements		F-91
Echo Global Logistics, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Statements Year Ended December 31, 2008
Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Statement of Income		F-97
Notes to Unaudited Pro Forma Condensed Consolidated Income Statement		F-99
Echo Global Logistics, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Statements Six Months Ended June 30, 2009
Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Statement of Income		F-101
Notes to Unaudited Pro Forma Condensed Consolidated Income Statement		F-103

F-2

Report of Independent Auditors

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 (the Company) as of December 31, 2006, 2007 and 2008, and the related consolidated statements of operations, stockholders'/members' deficit, and cash flows for each of the three years in the period ended December 31, 2008. 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, 2006, 2007, and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.


Ernst & Young LLP
Chicago, IL June 30, 2009, except as to Note 2, as to which the date is , 2009

The foregoing report is in the form that will be signed upon the completion of the reverse stock split described in Note 2 of the financial statements.

/s/ Ernst & Young LLP

Chicago, IL September 14, 2009

F-3

Echo Global Logistics, Inc.

Consolidated Balance Sheets

			December 31
			2007			2008
Assets
Current assets:
	Cash and cash equivalents		$	1,568,559		$	1,872,922
	Accounts receivable, net of allowance for doubtful accounts of $430,150 and $688,197, respectively			13,849,583			23,589,973
	Taxes receivable			—			780,474
	Prepaid expenses			453,871			3,619,788

		Total current assets		15,872,013			29,863,157
Property and equipment, net				4,646,737			7,289,389
Intangibles and other assets:
	Goodwill			1,854,926			2,291,694
	Intangible assets, net of accumulated amortization of $477,183 and $1,185,472, respectively			2,918,817			2,163,553
	Other assets			217,182			3,163,055
Deferred income taxes				1,596,264			1,138,175

		Total assets	$	27,105,939		$	45,909,023

Liabilities and stockholders' deficit
Current liabilities:
	Line of credit		$	—		$	5,000,000
	Current maturities of capital lease obligations			77,139			188,234
	Accounts payable—trade			10,123,381			16,549,594
	Accrued expenses			1,716,957			3,246,133
	Advances from related parties			13,324			—
	Amounts due to restricted stockholders			262,167			78,750
	Deferred income taxes			123,419			1,591,098

		Total current liabilities		12,316,387			26,653,809
	Capital lease obligations, net of current maturities			223,822			428,463

		Total liabilities		12,540,209			27,082,272
Series D, convertible preferred shares, $.0002 par value, 3,129,496 shares authorized, 3,129,496 shares issued and outstanding at December 31, 2007 and 2008; liquidation preference of $26,100,000				18,694,966			19,741,826
Stockholders' deficit
Series B, convertible preferred shares, $.0002 par value, 62,500 shares authorized, 62,500 shares issued and outstanding at December 31, 2007 and 2008; liquidation preference of $125,000				19,896			27,416
Series A common, par value $0.0002 per share, 17,500,000 shares authorized, 11,922,519 shares issued and outstanding at December 31, 2007; 17,500,000 shares authorized, 12,323,352 shares issued and outstanding at December 31, 2008				2,385			2,466
Stockholders' receivable				(2,405	)		—
Additional paid-in capital				(3,357,677	)		(1,974,698	)
Retained earnings/(accumulated deficit)				(791,435	)		1,029,741

		Total stockholders' deficit		(4,129,236	)		(915,075	)

		Total liabilities and stockholders' deficit	$	27,105,939		$	45,909,023

See accompanying notes.

F-4

Echo Global Logistics, Inc.

Consolidated Statements of Operations

		Year Ended December 31
		2006			2007			2008
Revenue		$	33,194,419		$	95,460,985		$	202,807,631
Transportation costs			27,703,628			75,534,754			159,717,355

Gross profit			5,490,791			19,926,231			43,090,276
Operating expenses:
	Selling, general, and administrative expenses		5,252,438			16,469,454			34,914,278
	Depreciation and amortization		691,385			1,845,134			3,230,803

Income (loss) from operations			(453,032	)		1,611,643			4,945,195
Other income (expense):
	Interest income		218,241			208,055			20,259
	Interest expense		—			(11,936	)		(111,738	)
	Other, net		(17,177	)		(5,424	)		(52,392	)

Total other income (expense)			201,064			190,695			(143,871	)

Income (loss) before income taxes and discontinued operations			(251,968	)		1,802,338			4,801,324
Income tax benefit (expense)			220,170			(749,638	)		(1,925,768	)

Income (loss) from continuing operations			(31,798	)		1,052,700			2,875,556
Loss from discontinued operations			(214,444	)		—			—

Net income (loss)			(246,242	)		1,052,700			2,875,556
Dividends on preferred shares			(748,654	)		(1,054,381	)		(1,054,380	)

Net income (loss) applicable to common stockholders		$	(994,896	)	$	(1,681	)	$	1,821,176

Basic income (loss) per share from continuing operations		$	(0.07	)	$	0.00		$	0.15
Basic net income (loss) per share		$	(0.09	)	$	0.00		$	0.15
Diluted income (loss) per share from continuing operations		$	(0.07	)	$	0.00		$	0.14
Diluted net income (loss) per share		$	(0.09	)	$	0.00		$	0.14
Pro forma basic earnings (loss) per share		$	(0.09	)	$	0.00		$	0.18
Pro forma diluted earnings (loss) per share		$	(0.09	)	$	0.00		$	0.18

See accompanying notes.

F-5

Echo Global Logistics, Inc.
Consolidated Statements of Stockholders'/Members' Deficit
Years Ended December 31, 2006, 2007, and 2008

		Common A					Series B Preferred										Retained Earnings/ (Accumulated Deficit)
		Common A					Series B Preferred				Stockholders' Receivable			Additional Paid-In Capital
		Shares		Amount			Shares	Amount			Stockholders' Receivable			Additional Paid-In Capital						Total
Balance at January 1, 2006		11,051,500		$	167,935		62,500	$	129,863		$	(152,405	)	$	—		$	(666,391	)	$	(520,998	)
	Repayment of receivable	—			—		—		—			150,000			—			—			150,000
	Proceeds from issuance of shares	65,000			31,000		—		—			—			—			—			31,000
	Vesting of restricted shares	83,333			17		—		—			—			41,650			—			41,667
	Issuance of common shares in exchange for Series C preferred	1,755,000			351		—		—			—			3,478,192			—			3,478,543
	Payments for redemption of shares	(1,690,648	)		(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	50,000			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		11,314,185			2,263		62,500		12,375			(290,405	)		(5,136,162	)		(789,754	)		(6,201,683	)
	Repayment of receivable	—			—		—		—			288,000			—			—			288,000
	Proceeds from issuance of shares	300,000			60		—		—			—			954,940			—			955,000
	Vesting of restricted shares	173,334			35		—		—			—			86,632			—			86,667
	Issuance of shares in connection with SelectTrans transaction	75,000			15		—		—			—			161,985			—			162,000
	Issuance of shares in connection with Bestway acquisition	25,000			5		—		—			—			214,495			—			214,500
	Exercise of stock options	35,000			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	—			—		—		—			—			—			1,052,700			1,052,700

Balance at December 31, 2007		11,922,519			2,385		62,500		19,896			(2,405	)		(3,357,677	)		(791,435	)		(4,129,236	)

	Repayment of receivable	—			—		—		—			2,405			—			—			2,405
	Proceeds from issuance of shares	37,500			8		—		—			—			219,992			—			220,000
	Vesting of restricted shares	290,833			58		—		—			—			183,358			—			183,416
	Exercise of stock options	72,500			15		—		—			—			352,635			—			352,650
	Preferred Series B dividends	—			—		—		7,520			—			—			(7,520	)		—
	Preferred Series D dividends	—			—		—		—			—			—			(1,046,860	)		(1,046,860	)
	Share compensation expense	—			—		—		—			—			626,994			—			626,994
	Net income	—			—		—		—			—			—			2,875,556			2,875,556

Balance at December 31, 2008		12,323,352		$	2,466		62,500	$	27,416		$	—		$	(1,974,698	)	$	1,029,741		$	(915,075	)

See accompanying notes.

F-6

Echo Global Logistics, Inc.

Consolidated Statements of Cash Flows

			Year Ended December 31
			2006			2007			2008
Operating activities
Net income (loss)			$	(246,242	)	$	1,052,700		$	2,875,556
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
	Deferred income taxes			(221,145	)		749,638			1,925,768
	Noncash stock compensation expense			71,484			323,044			626,994
	Depreciation and amortization			691,385			1,845,134			3,230,803
	Change in assets, net of acquisitions:
		Accounts receivable		(966,016	)		(6,415,338	)		(9,740,390	)
		Taxes receivable		—			—			(780,474	)
		Prepaid expenses and other assets		(173,303	)		(336,119	)		(6,099,037	)
	Change in liabilities, net of acquisitions:
		Accounts payable		2,594,727			2,396,605			6,426,213
		Accrued expenses and other		327,212			787,235			3,251,023

Net cash provided by (used in) operating activities				2,078,102			402,899			1,716,456
Investing activities
Purchases of property and equipment				(1,505,743	)		(3,992,993	)		(4,710,764	)
Payments for acquisitions, net of cash acquired				—			(4,838,819	)		(389,794	)

Net cash used in investing activities				(1,505,743	)		(8,831,812	)		(5,100,558	)
Financing activities
Repayment of member receivable				150,000			288,000			2,405
Principal payments on capital lease obligations				—			(113,081	)		(151,419	)
Borrowings on credit line				—			—			5,000,000
Tax benefit of stock options exercised				—			36,696			—
Repayments to related parties				(60,214	)		(63,311	)		(13,324	)
Payments of distributions				(1,030,625	)		—			—
Payment of dividends on preferred shares				(232,767	)		—			—
Issuance of shares, net of issuance costs				17,434,169			996,200			572,650
Payment of costs associated with initial public offering				—			—			(1,721,847	)
Payments for share repurchase				(9,400,000	)		—			—

Net cash provided by financing activities				6,860,563			1,144,504			3,688,465
Increase (decrease) in cash and cash equivalents				7,432,922			(7,284,409	)		304,363
Cash and cash equivalents, beginning of year				1,420,046			8,852,968			1,568,559

Cash and cash equivalents, end of year			$	8,852,968		$	1,568,559		$	1,872,922

Supplemental disclosure of cash flow information
Cash paid during the year for interest			$	—		$	11,936		$	61,893
Cash paid for income taxes				—			9,500			774,525
Noncash investing activity
Issuance of restricted stock in connection with Bestway acquisition				—			214,500			—
Issuance of common stock in connection with SelectTrans transaction				—			162,000			—
Purchase of furniture and equipment with capital lease				—			414,041			467,155
Noncash financing activity
Issuance of common stock for member receivable				288,000			—			—
Vesting of restricted shares				41,667			66,667			183,416

See accompanying notes.

F-7

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, 2006, 2007, and 2008

1. Description of the Business

Echo Global Logistics, Inc. (the Company) is a leading provider of technology-enabled business process outsourcing 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 rate negotiation, shipment execution and tracking, carrier management, routing compliance, freight bill audit, and payment and performance management and reporting functions, including executive dashboard tools.

The Company was formed on January 3, 2005, and commenced operations in March 2005. The Company was originally established as a limited liability company (LLC). 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 $0.0002 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 $0.0002 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 the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated statements of operations include 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.

Reverse Stock Split

Prior to the completion of this offering, the Company intends to effect a one-for-two reverse stock split of the Company's capital stock with a corresponding change to the par value of the capital stock. Any fractional shares resulting from the reverse stock split will be rounded down to the nearest whole share and stockholders shall be entitled to cash in lieu of any fractional shares. All share numbers and per share amounts for all periods presented have been adjusted retroactively to reflect the one-for-two reverse stock split.

F-8

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

As of December 31, 2007 and 2008, the carrying value of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, accounts payable, and a line of credit, approximate their fair values due to their short-term nature.

Revenue Recognition

In accordance with Emerging Issues Task Force (EITF) Issue 91-9, Revenue and Expense Recognition for Freight Services in Process, transportation revenue and related transportation costs are recognized when the shipment has been delivered by a third-party carrier. Fee for service revenue is recognized when the 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 generally 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 due to the following key factors: (a) the Company does not have latitude in establishing pricing; and (b) the Company has credit risk for only the net revenue earned from its client while the carrier has credit risk for the transportation costs.

Rebates

The Company has entered into agreements with certain clients to rebate to them a portion of the costs that they pay to the Company for transportation services, based on certain conditions and/or pricing schedules that are specific to each individual agreement, but that are typically constructed as a percentage of the costs that its clients incur.

Rebates are recognized at the same time that the related transportation revenue is recognized and are recorded as a reduction of transportation revenue.

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 for the business as a single operating segment, transportation, and logistics service. Therefore, the Company has only one reportable segment in accordance with SFAS No. 131. The Company has provided all enterprisewide disclosures required by SFAS No. 131.

Cash and Cash Equivalents

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

F-9

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

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.

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 American Institute of Certified Public Accountants (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, 2006, 2007 and 2008 was $633,423, $1,060,027, and $1,765,729, respectively. At December 31, 2007 and 2008, the net book value of internal use software costs was $3,047,265 and $3,765,247, 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 that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied 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 excluding goodwill. 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 that could require an interim test, the Company has elected to test for goodwill impairment during the fourth quarter of each year.

F-10

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

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, noncompete agreements, and trade names, which are being amortized on the straight-line basis over their estimated weighted-average useful lives of 5 years, 10 months and 3 years, respectively.

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. 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, of 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 nonvested 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 these nonvested equity awards after the adoption of SFAS No. 123(R).

F-11

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Reclassifications

Certain prior year amounts related to prepaid expenses and accrued expenses have been reclassified to conform to the current year presentation.

3. 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 on 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 SFAS No. 160 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 adopted SFAS No. 141(R) on January 1, 2009. Adopting SFAS No. 141(R) will impact the accounting for any acquisitions made by the Company after January 2009.

In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP No. 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. This guidance will be applied prospectively to the acquisition of any future intangible assets by the Company.

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. SFAS No. 157 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, SFAS No. 157 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. In accordance with this interpretation, the Company has only adopted SFAS No. 157 with respect to its financial assets and liabilities that are measured at fair value within the financial statements as of January 1, 2008. The adoption of SFAS No. 157 did not have a material impact on the Company's fair value measurements. The provisions of SFAS No. 157 have not been applied to nonfinancial assets and nonfinancial liabilities.

F-12

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

3. New Accounting Pronouncements (Continued)

In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. FSP No. 157-3 clarifies the application of SFAS No. 157 in a market that is not active and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP No. 157-3 is effective for all periods presented in accordance with SFAS No. 157. The guidance in FSP No. 157-3 is effective immediately and did not have an impact on the Company upon adoption.

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 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 is 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. In accordance with this interpretation, the Company adopted SFAS No. 159 as of January 1, 2008. The Company has not elected to apply the fair value option to any of its eligible instruments in accordance with SFAS No. 159.

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 Global Logistics, Inc. name), a non-asset-based 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 acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. The purchase price was $4.6 million, consisting of $4.3 million cash paid in 2007 and expenses incurred directly related to the acquisition as well as the payment of contingent consideration of $250,000 in 2008. An additional $6.2 million in cash may become payable and 275,000 shares of unvested common stock may vest contingent upon the achievement of certain performance measures by or prior to May 31, 2010. The Company will repurchase all of the unvested common shares for an aggregate price of $2.00 if the performance measures are not satisfied by May 31, 2010. The performance measures are based on both annual and cumulative targets of gross profit recognized, less commission expense incurred. The additional contingent consideration will be recorded as goodwill on the balance sheets when those liabilities are resolved and distributable. The consolidated financial statements of the Company include the financial results of this acquisition beginning on May 1, 2007.

The following table summarizes the 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 noncompete agreements have a

F-13

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Acquisitions (Continued)

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 as follows:

Current assets (including cash of $348,039)	$	2,859,710
Property and equipment		55,491
Customer relationships		2,720,000
Noncompete agreements		69,000
Trade names		190,000
Goodwill		1,480,966
Liabilities assumed		(2,805,871	)

Net assets acquired	$	4,569,296

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	)		1,733,844
Net income (loss)		(660,300	)		32,820
Basic earnings (loss) per share		(0.06	)		0.00
Diluted earnings (loss) per share		(0.06	)		0.00

Bestway Acquisition

Effective October 1, 2007, the Company acquired Bestway Solutions LLC, a nonasset based 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 acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. The purchase price was $1.2 million, consisting of $834,000 in cash, 25,000 shares of restricted common stock issued (fair value of $214,500), and expenses incurred directly related to the acquisition, as well as the payment of contingent consideration of approximately $101,100 in 2008. The fair value of the common stock was $8.58 per share, as determined contemporaneously by the Company through application of a discounted cash flow methodology. An additional $202,200 in cash may become payable contingent upon the achievement of certain performance measures by or prior to September 30, 2010. The performance measures are based on annual targets of gross profit recognized. The additional contingent consideration will be recorded as goodwill on the balance sheets when the liabilities are resolved and distributable. The consolidated financial statements of the Company include the financial results of this acquisition beginning October 1, 2007.

F-14

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Acquisitions (Continued)

The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of acquisition. The customer relationships have a life of five years. The goodwill is fully deductible for U.S. income tax purposes. The allocation of purchase price is as follows:

Current assets	$	612,328
Property and equipment		22,564
Customer relationships		370,025
Goodwill		810,729
Liabilities assumed		(610,046	)

Net assets acquired	$	1,205,600

The results of Bestway's operations do not have a material impact on the Company's financial statements. As such, 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, the results of operations and related charges for discontinuing this operation have been classified as "loss from discontinued operations" on the accompanying consolidated statement of operations.

The following is a summary of the operating results from the discontinued operations for the year ended December 31, 2006. The related income tax benefit for the year ended December 31, 2006, was approximately $85,000.

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

Loss from discontinued operations	$	(214,444	)

6. Property and Equipment

Property and equipment at December 31, 2007 and 2008, consisted of the following:

	2007			2008
Computer equipment	$	1,150,206		$	2,121,119
Software, including internal use software		4,320,575			6,823,652
Furniture and fixtures		857,870			2,561,799

		6,328,651			11,506,570
Less accumulated depreciation		(1,681,914	)		(4,217,181	)

	$	4,646,737		$	7,289,389

Depreciation expense, including amortization of capitalized internal use software, was $691,385, $1,367,951, and $2,522,514, for the years ended December 31, 2006, 2007, and 2008, respectively.

F-15

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Intangibles and Other 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
	Additional purchase price related to the purchase of Mountain Logistics, Inc.		250,000
	Finalization of purchase accounting related to the purchase of Bestway, LLC		186,768

Balance as of December 31, 2008		$	2,291,694

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

	2007			2008			Weighted- Average Life
Customer relationships	$	3,137,000		$	3,090,025		5 years
Noncompete agreements		69,000			69,000		11 months
Trade names		190,000			190,000		3 years

		3,396,000			3,349,025
Less accumulated amortization		(477,183	)		(1,185,472	)

Intangible assets, net	$	2,918,817		$	2,163,553

Amortization expense related to these intangible assets was $477,183 and $708,289 for the years ended December 31, 2007 and 2008, respectively. No amortization expense was recorded in 2006, since all acquisitions of intangibles occurred from 2007.

The estimated amortization expense in future years is as follows:

2009	$	678,207
2010		635,984
2011		614,873
2012		234,489

	$	2,163,553

Approximately $3,118,000 of costs associated with preparing for the Company's anticipated initial public offering are included in other assets in the 2008 consolidated balance sheet.

F-16

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Accrued Expenses

The components of accrued expenses at December 31, 2007 and 2008, are as follows:

	2007		2008
Accrued compensation	$	658,699	$	460,203
Accrued rebates		577,965		705,149
Deferred rent		213,363		596,700
Other		266,930		1,484,081

	$	1,716,957	$	3,246,133

9. Line of Credit

In October 2008, the Company entered into a $15.0 million line of credit with JPMorgan Chase Bank, N.A., which was due to expire on September 30, 2009. On August 26, 2009, we entered into an amended agreement, subsequently amended on September 8, 2009, which provides for a $20.0 million line of credit and expires on July 31, 2010. Outstanding borrowings are collateralized by substantially all of the Company's assets. Interest on the line of credit is payable monthly at an interest rate equal to either: 1) the prime rate or 2) LIBOR plus 2.25%. 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 had $5.0 million outstanding on the line of credit as of December 31, 2008. No borrowings were outstanding as of December 31, 2007.

10. Commitments and Contingencies

In April 2007, as amended August 2008, 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 $162,410, 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 five-year term at a lease rate that is equal to the prevailing fair market value at that time.

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, which was subsequently amended effective July 1, 2007. The sub-lease agreement was terminated on August 31, 2008. For the years ended December 31, 2007 and 2008, the Company received sublease rental income of $72,551 and $114,368, respectively. The Company had no amounts due to or from MediaBank as of December 31, 2008.

Additionally, the Company has entered into various capital leases 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 these capital leases was $414,041 and $24,645 as of December 31, 2007, and $881,196 and $112,182 as of December 31, 2008, respectively. The related amortization expense is included in depreciation and amortization expense on the accompanying statements of operations.

During 2007, the Company also assumed contractual operating and capital lease obligations through acquisitions, which consisted primarily of building operating leases.

F-17

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

10. Commitments and Contingencies (Continued)

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, 2006, 2007, and 2008, was $164,174, $663,299, and $1,175,691, respectively.

Future minimum annual rental payments are as follows:

	Capital Leases		Operating Leases
2009	$	228,402	$	1,967,559
2010		228,402		1,911,896
2011		178,585		1,973,444
2012		58,122		2,007,832
2013		—		1,924,643
Thereafter		—		2,734,203

		693,511		12,519,577
Less amounts representing interest expense		76,814		—

	$	616,697	$	12,519,577

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, 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 and 2008. 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 and 2008.

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, 2006, 2007, and 2008, which remains subject to examination by major tax jurisdictions.

F-18

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

The provision for income taxes consists of the following components for the years ended December 31, 2006, 2007, and 2008:

		2006			2007		2008
Current:
	Federal	$	—		$	—	$	—
	State		975			—		—

Total current			975			—		—
Deferred:
	Federal		(179,704	)		583,169		1,599,198
	State		(41,441	)		166,469		326,570

Total deferred			(221,145	)		749,638		1,925,768

Income tax expense		$	(220,170	)	$	749,638	$	1,925,768

The provision for income taxes for the years ended December 31, 2006, 2007, and 2008, differs from the amount computed by applying the U.S. federal income tax rate of 34% to pretax income because of the effect of the following items:

	2006			2007		2008
Tax expense at U.S. federal income tax rate	$	(178,921	)	$	612,794	$	1,632,451
State income taxes, net of federal income tax effect		(23,806	)		82,665		230,824
Recognition of deferred taxes upon conversion to a C corporation		(23,557	)		—		—
Nondeductible expenses and other		6,114			23,955		85,419
Effect of state rate change on deferred items		—			23,512		(20,140	)
Provision to return adjustments		—			6,712		(2,786	)

	$	(220,170	)	$	749,638	$	1,925,768

F-19

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

At December 31, 2007 and 2008, the Company's deferred tax assets and liabilities consisted of the following:

		2007			2008
Current deferred tax assets:
	Reserves and allowances	$	257,693		$	298,287

Total current deferred tax assets			257,693			298,287
Noncurrent deferred tax assets:
	Intangible assets		3,576,096			3,464,816
	Stock options		152,235			296,275
	Net operating loss carryforward		970,680			1,160,152

Total noncurrent deferred tax assets			4,699,011			4,921,243

Total deferred tax assets			4,956,704			5,219,530
Less valuation allowance for deferred tax assets			(1,964,642	)		(1,964,642	)

Total deferred tax assets, net of valuation allowances			2,992,062			3,254,888
Total current deferred tax liability:
	Prepaid and other expenses		381,112			1,889,385
Noncurrent deferred tax liabilities:
	Fixed assets		1,138,105			1,818,426

Total deferred tax liabilities			1,519,217			3,707,811

Net deferred tax asset (liability)		$	1,472,845		$	(452,923	)

As of December 31, 2008, the Company has a federal net operating loss carryforward of $3,036,000 that expires in 2026 and a state net operating loss carryforward of $2,178,000 that expires in 2016.

12. Stockholders'/Members' Deficit

Series A Common Stock

The Company has authorized 17,500,000 common shares, of which 12,323,352 were issued and outstanding at December 31, 2008.

In June 2006, the Company issued 3,129,496 Series D preferred shares for $5.56 per share and used a portion of the proceeds to redeem 1,690,648 shares of Series A common stock for $9.4 million. The 1,690,648 shares were redeemed from the following entities and individuals: (a) Polygal Row, LLC, which is an investment vehicle that was created during the formation of the Company; at the time of the redemption, two of its members served on the Company's Board of Directors and the other members had no affiliation with the Company; (b) Frog Ventures, LLC, which is an investment vehicle that is majority-owned by Kimberly Keywell, the wife of Bradley A. Keywell, one of the Company's founders (Mrs. Keywell is not affiliated with the Company other than through her ownership and her husband); (c) Echo Global Logistics Series C Investment Partners, LLC, an investment vehicle formed to purchase the Company's Series C preferred stock; at the time of the redemption, two of its members served on the Company's

F-20

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Stockholders'/Members' Deficit (Continued)

Board of Directors and the other members had no affiliation with the Company; and (d) two employees who owned stock in the Company at the time of the redemption.

The terms and conditions relating to the issuance of the Series D preferred stock and related redemption transactions were determined through arm's-length negotiations among the Series D preferred investors, the holders of a majority of the Series A common units, and the Company. As part of the arm's-length negotiations, the parties agreed that $9.4 million of the Series D investment would be used to redeem shares of Series A common stock on a pro rata basis excluding shares held by affiliates of the Nazarian family, who invested in the Series D preferred stock, and InnerWorkings, Inc., an investor that was in the midst of its initial public offering. The parties also agreed on the ownership percentages that the shares of Series D preferred stock and Series A common stock, each as a class, would represent in the Company on a post-transaction basis. This percentage interest was the key factor in determining the redemption price. To arrive at the appropriate ownership percentage for the holders of Series A common stock, it was agreed that $9.4 million of the Series D investment would redeem 1,690,648 shares of Series A common stock at a redemption price of $5.56 per share. A redemption price of more or less than $5.56 per share would have resulted in the holders of Series A common stock, as a class, owning a larger or smaller percentage of the Company, on a post-transaction basis, than was agreed to in the arm's-length negotiations relating to the Series D investment.

The Company did not consider the Series A redemption value of $5.56 per share to represent the fair value of the Series A common shares at that time because it was the result of the negotiation, the primary purpose of which was to establish the post-financing equity interests. The Series A common valuation of $1.54 per share that was utilized by the Company for other Series A common share transactions at that time was the result of a valuation methodology employed by the Company consistently for all periods in accordance with the AICPA Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

No compensation expense was recorded in accordance with SFAS No. 123(R), as the redemption was a negotiated transaction and was not for services rendered by or on behalf of the Company. There was no service requirement in connection with the redemption.

In 2006, a majority of the managers of Echo Global Logistics, LLC, elected to make special distributions of $1,030,625 to certain members. These distributions were accounted for as an increase of members' deficit.

Series B Preferred Shares

The Company has authorized 62,500 Series B preferred shares, all of which were issued for proceeds of $125,000 and are outstanding at December 31, 2007 and 2008. 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, 2007 and 2008, the accrued preferred dividend due to Series B holders was $19,884 and $27,404, respectively.

The Series B preferred shares can be automatically converted into Series A common shares: (i) in the event that holders of at least 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

F-21

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Stockholders'/Members' Deficit (Continued)

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 Series D preferred stock equal a per-share price not less than two 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. The conversion rate for the Series B preferred shares is subject to change in accordance with anti-dilution provisions contained in the agreement with those holders. More specifically, the conversion price is subject to adjustment to prevent dilution on a weighted-average basis in the event that the Company issues additional shares of common stock or securities convertible or exercisable for common stock at a purchase price less than the then effective conversion price. As of December 31, 2006, 2007, and 2008, 62,500 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.

In determining the appropriate accounting for the conversion feature for the Series B preferred stock, the Company first evaluated the host instrument (i.e., the Series B preferred stock) using the guidance provided by EITF Topic D-109, Determining the Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the Form of a Share under FASB Statement No. 133, to determine whether the Series B preferred stock is considered to be a debt or equity host instrument. In connection with this evaluation, the Company considered the economic characteristics and risks of the host instrument based on all stated or implied substantive terms to assess whether the instrument is deemed more like equity or debt. The Company performed a detailed analysis of the features of the Series B preferred stock, including redemption features, dividend rights, voting rights, protective covenants, and conversion rights. As a result of its analysis, the Company determined that the Series B preferred stock instrument is deemed to be more akin to an equity instrument. Accordingly, the conversion feature is clearly and closely related to the Series B preferred stock host instrument, and the conversion feature is not within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

Additionally, the Company evaluated EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, to determine if the conversion feature in the Series B preferred stock instrument is considered to be a "beneficial conversion feature" in accordance with the guidance. The conversion feature did not have any intrinsic value at the commitment date (i.e., the date of the agreements) as the conversion rate is equal to or in excess of the fair value of the common stock. As a result, the conversion feature is not considered a beneficial conversion feature within the scope of EITF 98-5 or EITF 00-27.

Series C Preferred Shares

The Company had authorized 1,755,000 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

F-22

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Stockholders'/Members' Deficit (Continued)

into Series A common shares at a one-for-one conversion ratio. The cumulative effect of these changes can be seen on 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 Series A common holders would be paid until all Series C holders' distributions were satisfied.

Series D Preferred Shares

In June 2006, the Company entered into an agreement with New Enterprise Associates 12, Limited Partnership (NEA) and affiliates of the Nazarian family whereby NEA and affiliates of the Nazarian family agreed to purchase 3,129,496 shares of the Company's Series D preferred stock for $17.4 million, or $5.56 per share, which resulted in proceeds received by the Company of $17,053,169, net of issuance costs. All of the shares were outstanding at December 31, 2007 and 2008.

Affiliates of the Nazarian family were previous investors in the Company, but had not provided services to or participated in other transactions with the Company. NEA was a private investor that had not previously participated in any investment or other transactions with the Company. There are no related parties of the Company that hold an ownership interest in NEA or entities used by affiliates of the Nazarian family to invest in the Series D preferred shares.

The value of the Series D preferred stock, based on arm's-length negotiations with NEA and affiliates of the Nazarian family, was determined to be $5.56 per share. Factors contributing to a value that exceeded that of the Series A common stock were: (a) rights of first refusal and co-sale rights; (b) board representation rights; (c) information and inspection rights; (d) registration rights; (e) indemnification rights; (f) a liquidation preference equal to 150% of the Series D issuance price; (g) optional redemption rights; (h) a 6% accruing dividend; and (i) weighted-average anti-dilution protection. The value of the Class A common stock was determined in accordance with the guidance outlined in the AICPA Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation and was consistently applied by the Company for all periods presented.

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, 2007 and 2008, the accrued preferred dividend due to Series D holders was $1,641,797 and $2,688,657, 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 five-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.

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 on the following conditions: (a) at a per-share price not less

F-23

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Stockholders'/Members' Deficit (Continued)

than two 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 two 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 stockholder 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. The conversion rate for the Series D preferred shares is subject to change in accordance with anti-dilution provisions contained in the agreement with those holders. More specifically, the conversion price is subject to adjustment to prevent dilution on a weighted-average basis in the event that the Company issues additional shares of common stock or securities convertible or exercisable for common stock at a purchase price less than the then-effective conversion price.

As of December 31, 2007 and 2008, 3,129,496 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.

In determining the appropriate accounting for the conversion feature for the Series D preferred stock, the Company first evaluated the host instrument (i.e., the Series D preferred stock) using the guidance provided by EITF Topic D-109, to determine whether the Series D preferred stock is considered to be a debt or equity host instrument. In connection with this evaluation, the Company considered the economic characteristics and risks of the host instrument based on all stated or implied substantive terms to assess whether the instrument is deemed more like equity or debt. The Company performed a detailed analysis of the features of the Series D preferred stock, including redemption features, dividend rights, voting rights, protective covenants, and conversion rights. As a result of its analysis, the Company determined that the Series D preferred stock instrument is deemed to be more akin to an equity instrument. Accordingly, the conversion feature is clearly and closely related to the Series D preferred stock host instrument, and the conversion feature is not within the scope of SFAS No. 133, Accounting for Derivative Instruments and Fledging Activities .

Additionally, the Company evaluated EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios , and EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments , to determine if the conversion feature in the Series D preferred stock instrument is considered to be a "beneficial conversion feature" in accordance with the guidance. The conversion feature did not have any intrinsic value at the commitment date (i.e., the date of the agreements) as the conversion rate is equal to or in excess of the fair value of the common stock. As a result, the conversion feature is not considered a beneficial conversion feature within the scope of EITF 98-5 or EITF 00-27.

Unvested Series A Common Stock

The Company sold an aggregate amount of 705,000 unvested shares of Series A common stock in 2006 and 2007 to certain members of management and the Board of Directors for $390,500. 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 at prices ranging from $0.50 to $8.10 per share, which were equal to fair value at the time of each transaction. As a result, no compensation expense was recorded related to these transactions.

F-24

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Stockholders'/Members' Deficit (Continued)

As of December 31, 2007 and 2008, the total number of these shares that had vested was 256,667 and 547,500, respectively. Upon vesting, the shares are classified as outstanding shares and reflected on the statement of stockholders' deficit. Prior to vesting, the payment received for the portion of shares that is unvested is classified as a current liability on the balance sheets. As of December 31, 2007 and 2008, amounts due to stockholders holding unvested Series A common stock totaled $262,167 and $78,750, 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 3,923,247 of Series B, D, and the pro rata portion of Series C (prior to its conversion to common shares) preferred stock was excluded from the calculation in 2006, and 3,191,997 of Series B and D preferred shares were excluded from the calculation in 2007 and 2008, as they were anti-dilutive. Employee stock options and unvested shares totaling 1,469,167, 1,781,084, and 442,700 for 2006, 2007, and 2008, respectively, were excluded from the calculation of diluted earnings (loss) per share, as they were anti-dilutive.

		2006			2007			2008
Numerator:
	Income (loss) from continuing operations	$	(31,798	)	$	1,052,700		$	2,875,556
	Preferred stock dividends		(748,654	)		(1,054,381	)		(1,054,380	)

	Income (loss) from continuing operations applicable to common shareholders		(780,452	)		(1,681	)		1,821,176
	Loss from discontinued operations		(214,444	)		—			—

	Net income (loss) applicable to common shareholders	$	(994,896	)	$	(1,681	)	$	1,821,176

Denominator:
	Denominator for basic earnings per share—weighted-average shares		11,193,943			11,712,643			12,172,716
	Effect of dilutive securities—employee stock options		—			—			644,298

	Denominator for dilutive earnings per share		11,193,943			11,712,643			12,817,014

Basic income (loss) from continuing operations per common share		$	(0.07	)	$	0.00		$	0.15
Basic income (loss) from discontinued operations per common share		$	(0.02	)	$	—		$	—
Basic net income (loss) per common share		$	(0.09	)	$	0.00		$	0.15

F-25

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

13. Earnings (Loss) Per Share (Continued)

Diluted income (loss) from continuing operations per common share	$	(0.07	)	$	0.00	$	0.14
Diluted income (loss) from discontinued operations per common share	$	(0.02	)	$	—	$	—
Diluted net income (loss) per common share	$	(0.09	)	$	0.00	$	0.14

Pro Forma Earnings Per Share

For 2006, 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. For 2008, the 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. The shares used in computing pro forma earnings per share for the year ended December 31, 2008 have been adjusted to reflect 244,447 shares assumed to have been issued resulting in proceeds to pay for the accrued preferred stock dividends.

		2006			2008
Numerator:
	Historical net income applicable to common shareholders	$	(994,896	)	$	1,821,176
Effect of dilutive securities:
	Expense for income taxes		(33,605	)		—
	Preferred stock dividends		—			1,054,380

Pro forma numerator for basic and diluted earnings per share		$	(1,028,501	)	$	2,875,556

Denominator:
	Historical denominator for basic earnings per share—weighted-average shares		11,193,943			12,172,716
Effect of pro forma adjustments:
	Payment of preferred stock dividends		—			244,447
	Conversion of preferred to common shares		—			3,191,997

Denominator for pro forma basic earnings per share			11,193,943			15,609,160
Effect of dilutive securities:
	Employee stock options		—			644,298

Denominator for pro forma diluted earnings per share			11,193,943			16,253,458

Pro forma basic earnings per share		$	(0.09	)	$	0.18
Pro forma diluted earnings per share		$	(0.09	)	$	0.18

The pro forma earnings per share computation does not include 5,455,553 of incremental shares to be issued in connection with the Company's initial public offering.

F-26

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

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, the 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 market value on the effective date of grant. The term of an option does not exceed 10 years, and the options generally vest ratably over one to five years from the date of grant.

There was $1,664,001 of total unrecognized compensation expense under the Plan as of December 31, 2008. This expense is expected to be recognized over a weighted-average period of 3.05 years.

Using the Black-Scholes-Merton option valuation model and the assumptions listed below, the Company recorded $71,484, $323,044, and $626,994 in compensation expense with corresponding tax benefits of $27,879, $125,987, and $244,527 for the years ended December 31, 2006, 2007 and 2008, 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, 2007, and 2008:

	2006	2007	2008
Dividend yield	—	—	—
Risk-free interest rate	4.42% - 5.09%	4.56% - 5.03%	1.16% - 3.62%
Weighted-average expected life	6.6 years	6.7 years	6.3 years
Volatility	33.5%	33.5%	33.5%

The volatility assumption used in the valuation for options granted was determined by analyzing the volatilities of comparable companies that are in a similar industry and stage of development as the Company. The expected life of options granted for all periods was determined using the simplified method under Staff Accounting Bulletin No. 110 (SAB 110) and is calculated by taking the average of the vesting term and contractual life of the option grant. The simplified method under SAB 110 may be used as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected life. The simplified method was applied for all options granted in 2006, 2007 and 2008.

F-27

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

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 January 1, 2006		165,000		$	0.12	9.2	$	62,200
	Granted	775,000			3.42
	Exercised	(50,000	)		5.76
	Forfeited or canceled	(42,500	)		0.02

Outstanding at December 31, 2006		847,500			2.82	9.6	$	315,700
	Granted	537,750			7.48
	Exercised	(35,000	)		0.02
	Forfeited or canceled	(17,500	)		0.02

Outstanding at December 31, 2007		1,332,750			4.80	9.0	$	5,324,700
	Granted	385,200			11.26
	Exercised	(72,500	)		5.46
	Forfeited or canceled	(151,250	)		4.44

Outstanding at December 31, 2008		1,494,200		$	6.32	8.3	$	764,292

Options vested and exercisable at December 31, 2008		533,415		$	3.98	3.3	$	1,872,282

The following table provides information about stock options granted and vested in the years ended December 31:

		2006		2007		2008
Options granted:
	Range of exercise prices per share of options granted	$	1.54 - $5.76	$	2.16 - $8.80	$	10.18 - $20.00
	Weighted-average grant-date fair value per share	$	0.52	$	3.18	$	9.08
Options vested/exercisable:
	Grant date fair value of options vested	$	41,000	$	153,200	$	1,538,526
	Aggregate intrinsic value of options vested and exercisable at end of period	$	68,200	$	1,839,950	$	1,872,282

The aggregate intrinsic value of options outstanding and exercisable represents the total pretax 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, 2006, 2007, and 2008, respectively. These amounts change based on the fair market

F-28

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

value of the Company's stock, which was $2.16, $8.80, and $6.84, on the last business day of the years ended December 31, 2006, 2007, and 2008, respectively.

The Company accounted for stock-based compensation during 2005 in accordance with APB Opinion No. 25. The Company granted 165,000 options during this period at exercise prices ranging from $0.02 to $0.50 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 775,000 options during 2006 at exercise prices ranging from $1.54 to $5.76 per share. The Company determined that its common stock had a fair value per share of $0.52, $1.54, $2.12, and $2.16 as of March 31, June 30, September 30, and December 31, 2006, respectively, through the contemporaneous application of a discounted cash flow methodology. 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.

The Company granted 89,250 options during the six months ended June 30, 2007, at exercise prices ranging from $2.16 to $7.00 per share, which were at or above the fair value of its common stock. The Company granted 333,500 options between July 1, 2007 and September 30, 2007, at exercise prices ranging from $8.00 to $8.10 per share, which was at or above the fair value of its common stock. The fair values of the Company's common stock for options granted from January 1, 2007 to September 30, 2007, were determined through the contemporaneous application of a discounted cash flow method performed by its management and approved by its Board of Directors. In November 2007, a contemporaneous valuation of the Company's common stock was performed using a discounted cash flow debt-free method under the income approach to determine that the fair value of its common stock was $8.80 per share. During the fourth quarter of 2007, the Company granted 115,000 options at an exercise price of $8.80 per share. The Company's revenue was $95.5 million in 2007, compared to $33.2 million in 2006, and the increase in the value of its common stock attributable to the growth of its business was reflected accordingly.

In 2007, the Company granted options with exercise prices ranging from $2.16 to $8.80 per share. The Company determined that the fair value of its common stock increased from $2.16 to $8.80 per share in 2007. The reasons for this increase are as follows:

In the fourth quarter of 2006, the following significant events occurred, which had an effect on the fair value of the Company's common stock in 2007: (1) Samuel K. Skinner, the former Secretary of Transportation and Chief of Staff of the United States of America, was appointed as the Company's Chairman, (2) Douglas R. Waggoner, former Chief Executive Officer of USF Bestway, was appointed as the Company's Chief Executive Officer, (3) the Company launched its transactional call center, and (4) the Company signed five new enterprise accounts.

In the first quarter of 2007, the following significant events occurred: (1) the Company signed seven new enterprise accounts, (2) the Company launched its upgraded technology platform, Optimizer, which formed the basis of the back office software application today referred to as the ETM technology platform, and (3) the Company unveiled its EchoTrak customer web portal, which allowed it to deploy the application to thousands of external users via the internet and also dramatically reduced internal administrative costs associated with supporting its enterprise clients.

F-29

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

In the second quarter of 2007, the following significant events occurred: (1) the Company signed eight new enterprise accounts, and (2) the Company completed its acquisition of Mountain Logistics, Inc., which provided it with access to approximately 200 clients, 43 sales agents, and a presence in the West Coast market.

In the third quarter of 2007, the following significant events occurred: (1) the Company signed eight new enterprise accounts, (2) the Company completed its acquisition of Bestway, which provided it with access to approximately 100 clients and a presence in the Pacific Northwest, and (3) the Company's transactional call center was reconfigured into a regional structure, and the Company increased its staffing plan to approximately 50 new sales representatives per quarter.

In the fourth quarter of 2007, the following significant events occurred: (1) the Company signed 12 new enterprise accounts, (2) the Company released EchoTrak 2.0, which included significant enhancements to its pricing engine, allowing it to scale more rapidly by offering an improved LTL pricing interface, and (3) the Company engaged investment bankers to initiate the initial public offering process and began drafting its registration statement.

The Company granted 385,220 options during the year ended December 31, 2008, at exercise prices ranging from $10.18 to $20.00 per share, which were at or above the fair value of its common stock. The Company determined that the fair value of its common stock ranged from $6.84 to $13.58 per share in 2008 through the contemporaneous application of a discounted cash flow methodology.

In the first three quarters of 2008, the following significant events occurred: (1) the Company signed 33 new enterprise accounts, (2) we hired approximately 170 new sales representatives in our transactional call center, and (3) we had more than doubled our average shipments per month from the previous year. As a result of these factors, the fair value of our common stock rose to a high of $6.79 per share.

Determining the fair value of the Company's common stock requires making complex and subjective judgments. The discounted cash flow method values the business by discounting future available cash flows to present value at an approximate rate of return. The cash flows are determined using forecasts of revenue, net income, and debt-free future cash flow. The Company's revenue forecasts for 2007 and the first three quarters of 2008 were based on expected annual growth rates ranging from 20% to 75%. In light of the significant changes in the economic environment during the fourth quarter of 2008 and the first six months of 2009, the Company's revenue forecasts for the fourth quarter of 2008 and the first six months of 2009 were based on expected annual growth rates ranging from 15% to 38%. The assumptions underlying the forecasts were consistent with the Company's business plan. The Company applied a discount rate of 20% in 2007, 2008 and the first six months of 2009 to calculate the present value of its future available cash flows, which was determined by the Company through utilization of the Capital Asset Pricing Model for companies in the "expansion" stage of development. Through the first half of 2009, the Company also applied a 5% lack of marketability discount to its enterprise value, which took into account that investments in private companies are less liquid than similar investments in public companies. The resulting value was allocated to the Company's common stock outstanding. There is inherent uncertainty in all of these estimates.

F-30

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

14. Stock-Based Compensation Plans (Continued)

As of December 31, 2008, there was $1,664,001 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.

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, 2006, 2007, and 2008, the Company did not make any contributions to the plan.

16. Significant Customer Concentration

Revenue from Archway Marketing Services accounted for 36%, 16%, and 9% of the Company's total revenue for the years ended December 31, 2006, 2007, and 2008, respectively. Revenue from Cenveo accounted for 11% and 6% of the Company's total revenue for the years ended December 31, 2007 and 2008, respectively. All remaining revenue for the years ending December 31, 2006, 2007, and 2008, 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 directors. The Company paid $78,140 and $131,431, respectively, to Holden Ventures and Mr. Keywell for services rendered and reimbursement of certain travel and entertainment expenses incurred on its behalf in 2006 and 2007, respectively. The Company terminated the consulting agreement as of December 31, 2007.

In 2007, the Company also granted Holden Ventures the right to purchase 250,000 shares of its common stock for $2.20 per share, which was equal to the fair value of the Company's common stock. The Company determined the fair value of its common stock through the contemporaneous application of a discounted cash flow methodology by management. Holden Ventures exercised its right to purchase these shares in February 2007. The shares were purchased at fair value and, as such, were accounted for as a noncompensatory equity transaction resulting in no compensation expense.

In August 2007, in connection with Mr. Keywell's service on the Company's Board of Directors, the Company granted an option to purchase 100,000 shares of its common stock at an exercise price of $8.10 per share to Holden Ventures, LLC, which vests in equal annual installments on March 15, 2008, 2009, and 2010. The exercise price was equal to the fair value of the Company's common stock determined through the contemporaneous application of a discounted cash flow methodology by management. The options are being accounted for in accordance with SFAS No. 123(R), as they were granted to a Board member who is required to provide service in order for the options to vest and become exercisable. The Company used the Black-Scholes-Merton option valuation model to determine the compensation costs, which are being amortized ratably over the vesting period and recorded as an increase to selling, general, and administrative expenses on the consolidated statements of income. The Company recognized $45,419 and $136,258 of expenses with respect to these options in 2007 and 2008, respectively, and will recognize $170,323 of expense over the future vesting period of these options.

F-31

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

17. Related Parties (Continued)

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, 2008, InnerWorkings owned 675,000 shares of the Company's common stock, or 3.87% 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 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 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 sublease 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 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 canceling the sublease. The total expenses incurred for subleased office space during the years ended December 31, 2006, 2007, and 2008, were $126,697, $178,080, and $232,002, respectively. Innerworkings also provided print procurement services to the Company during 2006, 2007, and 2008. As a consideration for these services, the Company incurred expenses of $35,061, $88,246, and $140,000 for the years ended December 31, 2006, 2007, and 2008, respectively.

The Company provided InnerWorkings with transportation and logistics services during 2006, 2007, and 2008 and has billed InnerWorkings $625,762, $748,636, and $2,700,001, respectively, for such services during the years ended December 31, 2006, 2007, and 2008. 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 $75,003 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 earned 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 15 days. Total supplier rebates to InnerWorkings were $14,970 and $66,092 in 2007 and 2008, respectively.

As of December 31, 2007 and 2008, the Company had a net receivable, included in accounts receivable on the consolidated balance sheets, from InnerWorkings of $109,249 and $24,903, 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 sublease agreement was terminated on August 31, 2008. For the years ended December 31, 2007 and 2008,

F-32

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

17. Related Parties (Continued)

the Company received $72,551 and $114,368, respectively, of sublease rental income. The Company had no amounts due to or from MediaBank as of December 31, 2008.

In March 2007, the Company acquired certain assets of SelectTrans, LLC (SelectTrans), a freight management software provider based in Lake Forest, Illinois, for $350,000 in cash and 75,000 shares of common stock (fair value of $162,000 based on a per-share value of $2.16, which the Company determined through the contemporaneous application of a discounted cash flow methodology by management). An officer of the Company had founded SelectTrans in December 2005 and served as its Chief Executive Officer until it was acquired.

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		2,288,895			4,471,267		6,043,342		7,122,727
Net income (loss)		35,271			293,585		499,479		224,365
Net income (loss) applicable to common stockholders		(226,884	)		31,430		234,442		(40,669	)
Net income (loss) per share:
Basic	$	(0.02	)	$	0.00	$	0.02	$	0.00
Diluted	$	(0.02	)	$	0.00	$	0.02	$	0.00

	Year Ended December 31, 2008
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenue	$	38,928,983	$	50,936,478	$	58,337,878	$	54,604,292
Gross profit		8,101,304		10,832,642		12,301,416		11,854,914
Net income		420,599		1,102,647		553,180		799,130
Net income (loss) applicable to common stockholders		158,444		840,492		288,145		534,095
Net income per share:
Basic	$	0.01	$	0.07	$	0.02	$	0.04
Diluted	$	0.01	$	0.07	$	0.02	$	0.04

(1): The Company acquired Mountain Logistics, Inc. in May 2007 and the 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 the financial results of this acquisition are included in the consolidated financial statements beginning October 1, 2007.

19. Legal Matters

F-33

Echo Global Logistics, Inc.

Notes to Consolidated Financial Statements (Continued)

19. Legal Matters (Continued)

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.

20. Subsequent Events

In June 2009, the Company entered into an Asset Purchase Agreement to purchase the assets and assume certain liabilities of RayTrans Distribution Services, Inc. (RayTrans) for $5.5 million. An additional $6.5 million in cash consideration may become payable contingent upon the achievement of certain performance measures by or prior to May 31, 2012.

Additionally, in June 2009, the Company entered into a $7.5 million loan agreement with EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders. Interest and principal on the loan is payable monthly at an interest rate equal to 13%, with a maturity date of June 2, 2012. A portion of the funds were used for the purchase of RayTrans.

F-34

Echo Global Logistics, Inc.

Condensed Consolidated Balance Sheets

		December 31, 2008			June 30, 2009			June 30, 2009 Pro Forma for distribution and recapitalization (Note 1)
					(Unaudited)			(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	1,872,922		$	1,855,348		$	1,855,348
	Accounts receivable, net of allowance for doubtful accounts of $688,197 and $962,045, respectively		23,589,973			35,406,911			35,406,911
	Taxes receivable		780,474			844,202			844,202
	Prepaid expenses		3,619,788			6,028,135			6,028,135
	Other current assets		—			71,956			71,956

Total current assets			29,863,157			44,206,552			44,206,552
Property and equipment, net			7,289,389			7,635,899			7,635,899
Intangibles and other assets:
	Goodwill		2,291,694			11,171,084			11,171,084
	Intangible assets, net of accumulated amortization of $1,185,472 and $1,566,809, respectively		2,163,553			4,182,851			4,182,851
	Other assets		3,163,055			3,252,781			3,252,781
Deferred income taxes			1,138,175			1,246,243			1,246,243

Total assets		$	45,909,023		$	71,695,410		$	71,695,410

Liabilities and stockholders' deficit
Current liabilities:
	Line of credit	$	5,000,000		$	7,857,767		$	7,857,767
	Preferential distribution payable		—			—			3,243,249
	Subordinated term loan due to related party—current		—			2,189,759			2,189,759
	Current maturities of capital lease obligations		188,234			234,574			234,574
	Accounts payable—trade		16,549,594			24,550,535			24,550,535
	Due to seller—short term		—			1,142,857			1,142,857
	Accrued expenses		3,246,133			3,175,979			3,175,979
	Amounts due to restricted stockholders		78,750			22,500			22,500
	Deferred income taxes		1,591,098			2,199,561			2,199,561
	Other current liabilities		—			69,258			69,258

Total current liabilities			26,653,809			41,442,790			44,686,039
Subordinated term loan due to related party			—			5,310,241			5,310,241
Due to seller—long term			—			4,459,256			4,459,256
Capital lease obligations, net of current maturities			428,463			438,472			438,472

Total liabilities			27,082,272			51,650,759			54,894,008
Series D, convertible preferred shares, $.0002 par value, 3,129,496 shares authorized, 3,129,496 shares issued and outstanding at December 31, 2008 and June 30, 2009; liquidation preference of $26,100,000			19,741,826			20,265,254			—
Stockholders' deficit
	Series B, convertible preferred shares, $.0002 par value, 62,500 shares authorized, 62,500 shares issued and outstanding at December 31, 2008 and June 30, 2009; liquidation preference of $125,000		27,416			31,175			—
	Series A common, par value $0.0002 per share, 17,500,000 shares authorized, 12,323,352 shares issued and outstanding at December 31, 2008; 17,500,000 shares authorized, 12,517,102 shares issued and outstanding at June 30, 2009		2,466			2,505			17,055,685
	Stockholder receivable		—			(100,000	)		(100,000	)
	Additional paid-in capital		(1,974,698	)		(1,376,083	)		(1,376,083	)
	Retained earnings		1,029,741			1,221,800			1,221,800

Total stockholders' equity (deficit)			(915,075	)		(220,603	)		16,801,402

Total liabilities and stockholders' equity		$	45,909,023		$	71,695,410		$	71,695,410

See accompanying notes.

F-35

Echo Global Logistics, Inc.

Unaudited Condensed Consolidated Statements of Operations

		Six Months Ended June 30,
		2008			2009
Revenue		$	89,865,461		$	109,353,931
Transportation costs			70,931,516			85,100,397

Gross profit			18,933,945			24,253,534
Operating expenses:
	Selling, general, and administrative expenses		14,879,125			20,664,317
	Depreciation and amortization		1,476,523			2,138,781

Income from operations			2,578,297			1,450,436
Other income (expense):
	Interest income		20,146			—
	Interest expense		(15,208	)		(144,037	)
	Other, net		(18,970	)		(120,487	)

Total other expense			(14,032	)		(264,524	)

Income before taxes			2,564,265			1,185,912
Income tax expense			(1,041,019	)		(466,666	)

Net income			1,523,246			719,246
Dividends on preferred shares			(524,310	)		(527,187	)

Net income applicable to common stockholders		$	998,936		$	192,059

Basic net income per share		$	0.08		$	0.02
Diluted net income per share		$	0.08		$	0.02
Pro forma basic net income per share (see Note 7)					$	0.05
Pro forma diluted net income per share (see Note 7)					$	0.04

See accompanying notes.

F-36

Echo Global Logistics, Inc.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit

Six months ended June 30, 2009

		Common A			Series B Preferred
		Common A			Series B Preferred			Stockholders' Receivable			Additional Paid-In Capital			Retained Earnings
		Shares	Amount		Shares	Amount		Stockholders' Receivable			Additional Paid-In Capital			Retained Earnings			Total
Balance at December 31, 2008		12,323,352	$	2,466	62,500	$	27,416	$	—		$	(1,974,698	)	$	1,029,741		$	(915,075	)

	Preferred Series B dividends	—		—	—		3,759		—			—			(3,759	)		—
	Preferred Series D dividends	—		—	—		—		—			—			(523,428	)		(523,428	)
	Share compensation expense	—		—	—		—		—			390,403			—			390,403
	Exercise of stock options	81,250		16	—		—		(100,000	)		151,985			—			52,001
	Vesting of restricted shares	112,500		23	—		—		—			56,227						56,250
	Net income	—		—	—		—		—			—			719,246			719,246

Balance at June 30, 2009		12,517,102	$	2,505	62,500	$	31,175	$	(100,000	)	$	(1,376,083	)	$	1,221,800		$	(220,603	)

See accompanying notes.

F-37

Echo Global Logistics, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

			Six Months Ended June 30,
			2008			2009
Operating activities
Net income			$	1,523,246		$	719,246
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Deferred income taxes			628,014			500,395
	Noncash stock compensation expense			380,045			390,403
	Depreciation and amortization			1,476,523			2,138,781
	Change in assets, net of acquisitions:
		Accounts receivable		(8,717,217	)		(7,318,680	)
		Taxes receivable		—			(63,728	)
		Prepaid expenses and other assets		(2,926,838	)		(2,570,030	)
	Change in liabilities, net of acquisitions:
		Accounts payable		9,090,252			4,126,000
		Accrued expenses and other		522,094			547,258

Net cash provided by (used in) operating activities				1,976,119			(1,530,355	)
Investing activities
Purchases of property and equipment				(1,922,251	)		(1,935,798	)
Payments for acquisitions, net of cash aquired				(272,439	)		(5,838,081	)

Net cash used in investing activities				(2,194,690	)		(7,773,879	)
Financing activities
Repayment of member receivable				2,405			—
Principal payments on capital lease obligations				(69,927	)		(111,808	)
Borrowings on credit line				—			2,857,767
Borrowings on subordinated debt from related party				—			7,500,000
Payment of costs associated with initial public offering				(972,107	)		(1,011,300	)
Repayments to related parties				(13,324	)		—
Issuance of shares, net of issuance costs				220,349			52,001

Net cash provided by (used in) financing activities				(832,604	)		9,286,660
Decrease in cash and cash equivalents				(1,051,175	)		(17,574	)
Cash and cash equivalents, beginning of period				1,568,559			1,872,922

Cash and cash equivalents, end of period			$	517,384		$	1,855,348

Supplemental disclosure of cash flow information
Cash paid during the year for interest			$	—		$	119,462
Cash paid for income taxes				165,525			30,000
Noncash investing activity
Purchase of furniture and equipment with capital lease				213,049			168,156
Noncash financing activity
Vesting of restricted shares				97,916			56,250
Due to seller				—			5,602,113
Issuance of shares				—			100,000

See accompanying notes.

F-38

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements

Six Months Ended June 30, 2009 and 2008

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 operations 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 six months ended June 30, 2009 are not necessarily indicative of the results expected for the full year of 2009. 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.

Pro Forma for Distribution and Recapitalization Presentation

The pro forma balance sheet gives effect to the one-time mandatory payment of $3.4 million for accrued dividends payable to the Company's preferred shareholders, one-for-two reverse stock split of all of the outstanding shares of the Company's common stock, Series B preferred stock and Series D preferred stock and subsequent conversion of such shares into newly issued common shares of the Company on a one-for-one basis.

Reverse Stock Split

Fair Value of Financial Instruments

As of December 31, 2007 and 2008, the carrying value of the Company's financial investments, which consist of cash and cash equivalents, accounts receivable, accounts payable, a subordinated term loan due to related party and a line of credit, approximate their fair values due to their short term nature.

Reclassifications

Certain prior period amounts related to prepaid expenses and accrued expenses have been reclassified to conform to the current period presentation.

F-39

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

2. New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (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 adopted SFAS No. 160 on January 1, 2009. Adoption of SFAS No. 160 had no impact on the Company's consolidated financial statements.

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 adopted SFAS No. 141(R) on January 1, 2009. Adoption of SFAS No. 141(R) had no impact on the Company's historical consolidated financial statements but will impact the accounting for future acquisitions.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets . FSP No. 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB SFAS No. 142, Goodwill and Other Intangible Assets . This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and assets acquisitions. FSP No. 142-3 is effective for financial statements issued for fiscal years and interim period beginning after December 15, 2008. This guidance was effective on January 1, 2009 and applied to subsequent acquisitions in 2009.

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. In February 2008, the FASB deferred the effective date of SFAS No. 157 for one year for all nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company adopted SFAS No. 157 with respect to its financial assets and liabilities that are measured at fair value within the financial statements as of January 1, 2008. The adoption of SFAS No. 57 did not have a material impact on the Company's fair value measurements. As of January 1, 2009, the Company adopted SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities. There was no impact on the Company's consolidated financial statements upon adoption.

F-40

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

2. New Accounting Pronouncements (Continued)

assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective for all periods presented in accordance with SFAS No. 157. The guidance in FSP 157-3 is effective immediately and did not have an impact on the Company upon adoption.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 will be effective for interim or annual period ending after June 15, 2009 and will be applied prospectively. The Company adopted SFAS No. 165 for the quarter ended June 30, 2009.

3. Acquisitions

RayTrans Distribution Services, Inc. Acquisition

Effective June 1, 2009, the Company acquired RayTrans Distribution Services, Inc. (RDS), a non-asset based third-party logistics provider with offices in Matteson, Illinois and the results of RDS have been included in the consolidated financial statements since that date. The acquisition provided the Company with strategic growth of its presence in the truckload business and added an assembled workforce that has significant experience and knowledge of the industry.

The acquisition-date fair value of the consideration transferred totaled $11,090,194, which consisted of the following:

Fair value of consideration transferred
Cash	$	5,488,081
Contingent consideration		5,602,113

Total	$	11,090,194

The contingent consideration arrangement requires the Company to pay an additional $6.5 million in cash if certain performance measures are achieved by or prior to May 31, 2012. The performance measures are based on both annual and cumulative targets of adjusted EBITDA. EBITDA relates to earnings before interest, taxes, depreciation and amortization. The fair value of the contingent consideration arrangement at the acquisition date was $5.6 million. The Company estimates these contingent payments to be approximately 85% of total eligible payments due prior to May 31, 2012. The performance measures are based on both annual and cumulative targets of gross profit recognized less certain operating expenses incurred. There were no other contingent liabilities assumed in the acquisition.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition. The allocation of purchase price is based on preliminary estimates and assumptions and subject to revision when the valuation and integration plans are finalized. Accordingly,

F-41

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

3. Acquisitions (Continued)

revisions to the allocation of purchase price, which may be significant, will be reported in a future period as increases or decrease to amounts previously reported.

Accounts receivable	$	3,857,030
Other receivables		596,683
Other current assets		44,545
Goodwill		8,529,390
Customer relationships		2,200,635
Non-compete agreements		200,000
Accounts payable		(3,874,941	)
Other current liabilities		(463,148	)

Net assets acquired	$	11,090,194

Goodwill of $8.5 million represents the premium the Company paid over the fair value of the net tangible and intangible assets it acquired. The Company paid this premium for a number of reasons, including expanding its presence in the flatbed, over-sized, auto-haul and other specific services as well as traditional dry van brokerage; adding more than 400 transactional clients, which expands its pipeline of clients to which the Company can market its transportation and supply chain management services. In addition, the Company gained approximately 1,500 new carriers that provide specialized transportation services to its existing clients. The amount of goodwill deductible for U.S. income tax purposes is $2.9 million, excluding future contingent consideration payments.

The customer relationships have a life of five years and the non-compete agreements have a weighted average life of three years.

The amounts of revenue and net income of RDS included in the Company's consolidated income statement from the acquisition date to the six months ended June 30, 2009 are as follows:

Revenue		$	2,110,589
Net income		$	73,916

The following unaudited pro forma information presents a summary of the Company's consolidated statements of operations for the six months ended June 30, 2008 and 2009 as if the Company had acquired RDS as of January 1, 2008.

	For the Six Months Ended June 30, 2008		For the Six Months Ended June 30, 2009
Revenue	$	111,962,255	$	121,439,144
Income from operations		3,993,443		2,038,689
Net income		2,735,589		772,145
Net income applicable to common shareholders		2,211,279		244,958
Basic earnings per share	$	0.09	$	0.01
Diluted earnings per share	$	0.09	$	0.01

F-42

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

3. Acquisitions (Continued)

Mountain Logistics Acquisition

For the year ended December 31, 2008 and six months ended June 30, 2009 the Company paid $250,000 and $350,000, respectively, in contingent consideration related to this 2007 acquisition. The contingent consideration paid was recorded as additional goodwill as of the December 31, 2008 and June 30, 2009.

4. Fair Value Measurement

As discussed in Note 2, the Company adopted SFAS No. 157 on January 1, 2008 for its financial assets and financial liabilities. Additionally, the Company adopted SFAS No. 157 on January 1, 2009 for its nonfinancial assets and nonfinancial liabilities. SFAS No. 157 requires enhanced disclosures about assets and liabilities measured at fair value. The Company's financial liabilities evaluated in accordance with SFAS No. 157 primarily relate to their contingent earn-out payments of $5.6 million from the RDS acquisition.

Statement 157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

•: Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.
•: Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.
•: Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The significant inputs used to derive the fair value were the probability of the contingent consideration and the associated discount rate. The probability of the contingent consideration ranges from 80% to 95% and the discount rates range from 3% to 13%. The following table sets forth the Company's financial liabilities measured at fair value on a recurring basis and the basis of measurement at June 30, 2009:

		Total Fair Value Measurement		Level 1		Level 2		Level 3
Liabilities:
Due to seller—short term		$	1,142,857	$	—	$	—	$	1,142,857
Due to seller—long term			4,459,256		—		—		4,459,256

	Total	$	5,602,113	$	—	$	—	$	5,602,113

F-43

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

4. Fair Value Measurement (Continued)

The following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3):

		Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3)
		Due to Seller— Short term		Due to Seller— Long term		Total
Balance at December 31, 2008		$	—	$	—	$	—
	Acquisition of RDS—contingent earnout payments		1,142,857		4,459,256		5,602,113

Balance at June 30, 2009		$	1,142,857	$	4,459,256	$	5,602,113

5. Intangibles and Other Assets

The following is a summary of the goodwill:

Balance as of December 31, 2008	$	2,291,694
Purchase of RDS		8,529,390
Additional purchase price—Mountain Logistics		350,000

Balance as of June 30, 2009	$	11,171,084

The following is a summary of amortizable intangible assets as of December 31, 2008 and June 30, 2009:

	December 31, 2008			June 30, 2009			Weighted- Average Life
Customer relationships	$	3,090,025		$	5,290,660		5 years
Noncompete agreements		69,000			269,000		2.4 years
Trade names		190,000			190,000		3 years

		3,349,025			5,749,660
Less accumulated amortization		(1,185,472	)		(1,566,809	)

Intangible assets, net	$	2,163,553		$	4,182,851

Amortization expense related to intangible assets was $362,589 and $381,337 for the six months ended June 30, 2008 and 2009, respectively.

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

2009		592,500
2010		1,142,778
2011		1,121,667
2012		702,393
Thereafter		623,513

	$	4,182,851

F-44

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

5. Intangibles and Other Assets (Continued)

Approximately $3,189,000 and $3,118,000 of costs associated with preparing for the Company's anticipated initial public offering are included in other assets in the June 30, 2009 and 2008, respectively, consolidated balance sheet.

6. Accrued Expenses

The components of accrued expenses at December 31, 2008 and June 30, 2009 are as follows:

	December 31, 2008		June 30, 2009
Accrued compensation		460,203		1,208,022
Accrued rebates		705,149		551,673
Deferred rent		596,700		733,044
Other		1,484,081		683,240

Total accrued expenses	$	3,246,133	$	3,175,979

7. 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 3,191,997 of Series B and D preferred shares were excluded from the calculation for the six months ended June 30, 2008 and 2009, as they were anti-dilutive. Employee stock options totaling 646,200 were excluded from the calculation of diluted earnings per share, as they were anti-dilutive.

The computation of basic and diluted earnings (loss) per common share for the six months ended June 30, 2008 and 2009 are as follows:

		Six Months Ended June 30,
		2008			2009
Numerator:
	Net income	$	1,523,246		$	719,246
	Preferred stock dividends		(524,310	)		(527,187	)

Net income applicable to common shareholders		$	998,936		$	192,059

Denominator:
	Denominator for basic earnings per share—weighted-average shares		12,062,383			12,464,813
Effect of dilutive securities:
	Employee stock options		682,433			272,250

Denominator for dilutive earnings per share			12,744,816			12,737,063

Basic net income per common share		$	0.08		$	0.02
Diluted net income per common share		$	0.08		$	0.02

F-45

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

7. 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. The shares used in computing pro forma earnings per share for the six months ended June 30, 2009 have been adjusted to reflect 244,447 shares assumed to have been issued resulting in proceeds to pay for the accrued preferred stock dividends.

		Six Months Ended June 30, 2009
Numerator:
	Historical net income applicable to common shareholders	$	192,059
Effect of dilutive securities:
	Preferred stock dividends		527,187

Pro forma numerator for basic and diluted earnings per share		$	719,246

Denominator:
	Historical denominator for basic earnings per share—weighted-average shares		12,464,813
Effect of pro forma adjustments:
	Payment of preferred stock dividends		244,447
	Conversion of preferred to common shares		3,191,997

Denominator for pro forma basic earnings per share			15,901,257
Effect of dilutive securities:
	Employee stock options		272,250

Denominator for pro forma diluted earnings per share			16,173,507

Pro forma basic earnings per share		$	0.05
Pro forma diluted earnings per share		$	0.04

The pro forma earnings per share computation does not include 5,455,553 of incremental shares to be issued in connection with the Company's initial public offering.

8. Stock-Based Compensation Plans

Using the Black-Scholes-Merton option valuation model, the Company recorded $380,045 and $390,403 in compensation expense for the six months ended June 30, 2008 and 2009, respectively. During the six months ended June 30, 2008 and 2009, the Company granted 105,000 and 215,000 options,

F-46

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

8. Stock-Based Compensation Plans (Continued)

respectively, to various employees. The following assumptions were utilized in the valuation for options granted during the six months ended June 30, 2008 and 2009:

	2008	2009
Dividend yield	—%	—%
Risk-free interest rate	3.04%-3.54%	2.28%-3.39%
Weighted average expected life	7.0 years	7.1 years
Volatility	33.5%	33.5%

In the six months ended June 30, 2009, the Company granted 215,000 options at exercise prices ranging from $6.84 to $6.94 per share, of which no shares vested immediately, 125,000 will vest ratably over 4.5 years and 90,000 will vest ratably over four years. The range of exercise prices was equal to the fair value of our common stock as determined contemporaneously by management through the application of a discounted cash flow valuation methodology. In accordance with SFAS No. 123(R), the Company used the Black-Scholes-Merton option valuation model to determine that compensation expense of $628,300 will be recorded for these options over the relevant vesting period.

In the first six months of 2009, the following significant events occurred: (1) the total number of enterprise clients increased by 15, and (2) the Company increased productivity of its existing transactional call center. As a result of these factors, the fair value of the Company's common stock rose to $6.94 per share.

Determining the fair value of the Company's common stock requires making complex and subjective judgments. The discounted cash flow method values the business by discounting future available cash flows to present value at an approximate rate of return. The cash flows are determined using forecasts of revenue, net income and debt-free future cash flow. The Company's revenue forecasts for 2007 and the first three quarters of 2008 were based on expected annual growth rates ranging from 20% to 75%. In light of the significant changes in the economic environment during the fourth quarter of 2008 and the first six months of 2009, the Company's revenue forecasts for the fourth quarter of 2008 and the first six months of 2009 were based on expected annual growth rates ranging from 15% to 38%. The assumptions underlying the forecasts were consistent with the Company's business plan. The Company applied a discount rate of 20% in 2007, 2008 and the first six months of 2009 to calculate the present value of our future available cash flows, which it determined through utilization of the Capital Asset Pricing Model for companies in the "expansion" stage of development. Through the first half of 2009, the Company also applied a 5% lack of marketability discount to our enterprise value, which took into account that investments in private companies are less liquid than similar investments in public companies. The resulting value was allocated to the Company's common stock outstanding. There is inherent uncertainty in all of these estimates.

F-47

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

9. 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. The Company paid $110,081 to Holden Ventures and Mr. Keywell for services rendered and reimbursement of certain travel and entertainment expenses incurred on its behalf for the six months ended June 30, 2007. The Company terminated this agreement as of December 31, 2007.

In 2007, the Company also granted Holden Ventures the right to purchase 250,000 shares of the Company's common stock for $2.20 per share, which was equal to the fair value of the Company's common stock. Holden Ventures exercised its right to purchase these shares in February 2007. The Company determined the fair value of its common stock through the contemporaneous application of a discounted cash flow methodology by its management. The shares were purchased at fair value and, as such, were accounted for as a noncompensatory equity transaction resulting in no compensation expense.

In August 2007, in connection with Mr. Keywell's service on the Company's board of directors, the Company granted an option to purchase 100,000 shares of its common stock at an exercise price of $8.10 per share to Holden Ventures, LLC, which vests in equal annual installments on March 15, 2008, 2009 and 2010. The exercise price was equal to the fair value of the Company's common stock as determined through the contemporaneous application of a discounted cash flow methodology by its management. The options are being accounted for in accordance with SFAS No. 123(R), as they were granted to a board member who is required to provide service in order for the options to vest and become exercisable. The Company used the Black-Scholes-Merton option valuation model to determine the compensation cost, which is being amortized ratably over the vesting period and recorded as an increase to selling, general and administrative expenses in the consolidated statements of operations. The Company recognized $68,129 of expense with respect to these options during each of the six months ended June 30, 2008 and 2009, and will recognize $96,516 over the future vesting period of these options.

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 June 30, 2009, InnerWorkings owned 627,778 shares of the Company's common stock, or 3.6% of total shares outstanding on a fully-diluted basis.

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 subsequently increased the amount of space subleased in January 2007 resulting in 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 six months ended June 30, 2008 was $127,720. No expenses for subleased office space were incurred for the six months ended June 30, 2009 as MediaBank, LLC (MediaBank), whose investors include certain shareholders and directors of the Company, assumed the sublease from the Company. Innerworkings has also provided print procurement services to the Company during 2008 and 2009. As consideration for these services, the Company incurred expenses of $46,096 and $17,507 for the six months ended June 30, 2008 and 2009, respectively.

F-48

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

9. Related Parties (Continued)

The Company provided transportation and logistics services to InnerWorkings during 2008 and 2009 and recognized $1,184,962 and $1,806,928, respectively, for such services during the six months ended June 30, 2008 and 2009, 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 no referral fees for the six months ended June 30, 2008. 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 $27,179 and $34,062 for the six months ended June 30, 2008 and 2009, respectively.

As of December 31, 2008 and June 30, 2009, the Company had a net receivable due from InnerWorkings of $248,064 and $352,388, respectively, which is included in accounts receivable in the balance sheet. Additionally, as of June 30, 2009, the Company has advances due to InnerWorkings of $2,021. The Company had no advances due to InnerWorkings at December 31, 2008.

Effective April 1, 2007, the Company entered into an agreement to sublease a portion of its office space to MediaBank, as amended effective July 1, 2007. The agreement requires the Company to provide 12 months notice in advance of cancelling the sublease. For the six months ended June 30, 2009, the Company received no sublease rental income, as the sublease income was recorded by InnerWorkings. The Company had no amounts due to or from MediaBank as of June 30, 2009.

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 75,000 shares of common stock (fair value of $162,000 based on a per share value of $2.16, which the Company determined through the contemporaneous application of a discounted cash flow methodology by management). An officer of the Company had founded SelecTrans in 2004 and served as its Chief Executive Officer until it was acquired.

In January 2009, the Company entered into an Independent Contract Referral Services Agreement with Holden Ventures, LLC. Under the terms of the agreement, the Company will pay Holden Ventures 10% of the gross margin, or the actual payments received minus actual expenses, the Company receives from clients referred to it by Holden Ventures. This agreement may be terminated by either party upon 15 days written notice and prohibits Holden Ventures from competing with the Company's business and soliciting its clients and employees for one year following the termination of the agreement. As of June 30, 2009, no payments have been made to Holden Ventures under the terms of this agreement. The referral agreement was negotiated at arm's length and the Company believes that the terms and conditions were reasonable and customary, and consistent with the terms of its referral agreements with unrelated parties.

In June 2009, the Company entered into a $7.5 million loan agreement with EGL Mezzanine LLC, members of which include certain of our directors, officers and stockholders. Outstanding borrowings are secured by a pledge of substantially all of the Company's assets, which pledge is subordinate to the pledge securing the line of credit. Interest and principal on the loan is payable monthly at an interest rate equal to

F-49

Echo Global Logistics, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements (Continued)

9. Related Parties (Continued)

13%, with a maturity date of June 2012. In addition, there is a 5% final interest payment due in June 2012. A portion of the funds were used for the acquisition of RDS.

10. 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.

11. Subsequent Events

The Company evaluated subsequent events or transactions through July 24, 2009 and determined the purchase of Freight Management Inc. (FMI) was a non-recognized event in accordance with SFAS No. 165.

In July 2009, the Company entered into an Asset Purchase Agreement to purchase the assets and assume certain liabilities of FMI for $1.3 million. An additional $4.6 million in cash consideration may become payable contingent upon the achievement of certain performance measures by or prior to July 31, 2012. The additional required disclosures under SFAS No. 141(R) are not presented, as the necessary accounting information is not currently available.

On August 26, 2009, the Company entered into an amendment to its Credit Agreement with JPMorgan Chase Bank, N.A. pursuant to which the Company increased its line of credit to $20.0 million. On September 8, 2009, the Company entered into an amendment to the amended and restated Credit Agreement to remove certain restrictions regarding the expected use of proceeds in connection with this offering. Interest on the line of credit is payable monthly at an interest rate equal to either: (i) the prime rate or (2) LIBOR plus 2.25%. The Credit Agreement expires on July 31, 2010.

F-50

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.

/s/ Ernst & Young LLP

Chicago, Illinois
April 28, 2008

F-51

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-52

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-53

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-54

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-55

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-56

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 financial statements in

F-57

Mountain Logistics, Inc.

Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

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-58

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-59

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-60

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 $4.25 million. An additional $6.45 million in contingent cash consideration may become receivable and 275,000 shares of Echo common stock may vest upon the achievement of certain performance measures by or prior to May 31, 2010. Echo will repurchase all of the common shares for an aggregate price of $1.00 if the performance measures are not satisfied by May 31, 2010.

F-61

Independent Auditor's Report

To the Board of Directors
RayTrans Distribution Services

We have audited the accompanying consolidated balance sheet of RayTrans Distribution Services as of December 31, 2007 and the related consolidated statements of operations, equity (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 RayTrans Distribution Services at December 31, 2007 and the consolidated results of its operations, changes in equity (deficit), and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Plante & Moran, PLLC

Chicago, Illinois
July 23, 2009

F-62

RayTrans Distribution Services

Consolidated Balance Sheet

December 31, 2007


Assets
Current Assets
	Cash			$	256,827
	Accounts receivable:
		Trade			6,109,587
		Other			948,041
	Prepaid expenses and other current assets:
		Prepaid expenses			261,862
		Deposits			10,000
		Other current assets			12,000

			Total current assets		7,598,317
Property and Equipment —Net of accumulated depreciation					249,992
Software Development Costs					796,417
Intangible Assets —Net of accumulated amortization					1,925,296
Other Assets
	Other advances				290,000
	Advances to stockholders				265,040
	Prepaid expenses				22,947

			Total assets	$	11,148,009

Liabilities and Equity
Current Liabilities
	Checks issued in excess of bank balance			$	759,856
	Accounts payable				3,848,183
	Bank line of credit				3,009,179
	Note payable				42,736
	Earnout liability				1,535,953
	Accrued and other current liabilities				571,575

			Total current liabilities		9,767,482
Equity
	Common shares, $1 par value, 5,001 shares authorized and issued, 4,998.5 shares outstanding				5,001
	Treasury stock, 2.5 shares				(74,000	)
	Retained earnings				2,454,094
	Members' deficit				(1,004,568	)

			Total equity		1,380,527

			Total liabilities and equity	$	11,148,009

See Notes to Consolidated Financial Statements.

F-63

RayTrans Distribution Services

Consolidated Statement of Operations

Year Ended December 31, 2007

Net Revenues			$	56,837,875
Cost of Revenues				50,373,340

Gross Profit				6,464,535
Operating Expenses				5,790,642

Operating Income				673,893
Nonoperating Income (Expense)
	Other income			119,261
	Interest expense			(274,770	)

		Total nonoperating expense		(155,509	)

Net Income			$	518,384

See Notes to Consolidated Financial Statements.

F-64

RayTrans Distribution Services

Consolidated Statement of Equity (Deficit)

Year Ended December 31, 2007

	Common Stock		Treasury Stock			Retained Earnings		Members' Deficit			Total Equity
Balance —January 1, 2007	$	5,001	$	(74,000	)	$	1,072,101	$	(140,959	)	$	862,143
Net income (loss)		—		—			1,381,993		(863,609	)		518,384

Balance —December 31, 2007	$	5,001	$	(74,000	)	$	2,454,094	$	(1,004,568	)	$	1,380,527

See Notes to Consolidated Financial Statements.

F-65

RayTrans Distribution Services

Consolidated Statement of Cash Flows

Year Ended December 31, 2007

Cash Flows from Operating Activities
	Net income				$	518,384
	Adjustments to reconcile net income to net cash from operating activities:
		Depreciation and amortization				311,792
		Bad debt expense				123,168
		Changes in operating assets and liabilities which provided (used) cash:
			Accounts receivable			(272,980	)
			Prepaid expenses and other assets			26,009
			Accounts payable			1,078,068
			Accrued and other liabilities			(541,005	)

				Net cash provided by operating activities		1,243,436
Cash Flows from Investing Activities
	Purchase of property and equipment					(70,510	)
	Capitalized costs relating to internally developed software					(446,397	)
	Earnout payments					(594,393	)
	Advances to stockholders					(194,165	)
	Other advances					(290,000	)

				Net cash used in investing activities		(1,595,465	)
Cash Flows from Financing Activities
	Net change in checks issued in excess of bank balance					338,886
	Proceeds from notes payable					42,736
	Net proceeds from bank line of credit					227,234

				Net cash provided by financing activities		608,856

Net Increase in Cash						256,827
Cash— Beginning of year						—

Cash —End of year					$	256,827

Supplemental Cash Flow Information —Cash paid for interest					$	274,592
Significant Noncash Investing and Financing Activities are as Follows —
	Increase in intangible assets and earnout liability attributable to acquisition					2,130,346

See Notes to Consolidated Financial Statements.

F-66

RayTrans Distribution Services

Notes to Consolidated Financial Statements

December 31, 2007

Note 1—Nature of Business and Significant Accounting Policies

RayTrans Distribution Services is a closely held group of companies, engaged primarily in providing brokerage and trucking services to customers throughout North America.

RayTrans Distribution Services, Inc. (RDS) provides freight brokerage and logistic services through a network of transportation professionals. RayTrans Trucking, LLC (RT) and Universal Trans, LLC (UT) provide logistics services utilizing several third party owner-operators that specialize in flatbed, over-dimensional, van, and automobile shipments. Wheel-e, LLC (WE) is a company created to develop software to be used internally.

On April 30, 2007, RDS acquired certain assets of H&J Services, Inc. On April 30, 2007, RT acquired certain assets of Joe Carter Trucking, Inc. On October 26, 2007, RT also acquired certain assets of Bricker Companies, Inc. (see Note 2). The amounts reported in the 2007 financial statements include the results of these transactions from the acquisition date through December 31, 2007.

All assets acquired were stated at fair market value in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations .

Principles of Consolidation —The accompanying consolidated financial statements include the accounts of RDS, RT, UT, and WE (which are collectively referred to as "RayTrans Distribution Services" or the "Companies"). RT, UT, and WE are variable interest entities (VIEs) for which RDS is the primary beneficiary (see Note 3). All material intercompany accounts and transactions have been eliminated upon consolidation.

Noncontrolling interest includes the total of all equity interests of the VIEs not held by the consolidating entity. In situations where the consolidating entity has both cross collateralized the debt of the VIEs and the VIEs have deficit equity or insufficient equity to cover the net loss of the VIEs, then the VIEs' equity is included in the controlling interest.

Use of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Revenues and Cost Recognition —The Companies recognize revenue and related costs on the date the service is provided, which is the date freight is transferred to the carrier.

Accounts Receivable —Accounts receivable are stated at net invoice amounts. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. In addition, a general valuation allowance is established for other accounts receivable based on the Companies' historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for doubtful accounts on trade accounts receivable balances was approximately $95,000 as of December 31, 2007.

Other Accounts Receivable —Other accounts receivable consist of advances to owner operators for licenses, fuel, and other expenses necessary to complete delivery. An allowance for doubtful accounts is established based on specific assessment of all receivables that remain unpaid following normal payment

F-67

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 1—Nature of Business and Significant Accounting Policies (Continued)

periods. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for doubtful accounts on other accounts receivable balances was approximately $124,000 as of December 31, 2007.

Property and Equipment —Property and equipment are recorded at cost. Straight-line methods are used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives. Costs of maintenance and repairs are charged to expense when incurred.

Internally Developed 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 were expensed as incurred. Costs incurred during the application development stage are being capitalized. Capitalized internal use software costs will be amortized over the expected economic life using the straight-line method. There was no amortization expense for the year ended December 31, 2007, as the application development stage has not been completed. At December 31, 2007 the net book value of internal use software costs was approximately $796,000.

Intangible Assets —Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

Checks Issued in Excess of Bank Balance —By arrangement with their financial institution, collected funds are adjusted daily between the Companies' checking accounts and the available line of credit. As a result, the recorded book balance of the Companies' checking accounts may reflect a negative cash balance, although the bank balance remains positive.

Income Taxes —Pursuant to provisions of the Internal Revenue Code, RDS has elected to be taxed as an S Corporation. Generally, the income of an S Corporation is not subject to federal income tax at the corporate level, but rather the stockholders are required to include a pro rata share of the corporation's taxable income or loss in their personal income tax returns, irrespective of whether dividends have been paid. Accordingly, no provision for federal income taxes has been made in the accompanying consolidated financial statements.

RT, UT, and WE are single member LLCs and are treated as sole proprietorships for federal income tax purposes. Consequently, federal income taxes are not payable or provided for by these companies.

Note 2—Acquisitions

The Company has accounted for business combinations using the purchase method in accordance with SFAS No 141, Business Combinations . When business combinations involve contingent consideration and an excess of fair value over cost, the Company records the contingent consideration as a liability up to the lesser of the excess in fair value or the maximum amount of contingent consideration expected to be paid.

F-68

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 2—Acquisitions (Continued)

H&J Services, Inc .

In April 2007, the Company acquired certain assets of H&J Services, Inc. (H&J), a transportation brokerage company located in Arkansas, in order to expand its geographic presence. According to the asset purchase agreement, the Company will pay a maximum of $1,000,000, contingent upon certain future operating performance targets by or prior to April 2012, as defined in the agreement. The Company paid $100,000 related to the purchase of H&J at the closing on April 30, 2007, with the balance of the purchase based on contingent consideration. As of December 31, 2007, approximately $370,000 in contingent cash payments have been made to H&J.

Joe Carter Trucking, Inc.

In April 2007, the Company acquired certain assets of Joe Carter Trucking, Inc. (JCT) a freight transportation company located in Arkansas, in order to expand its geographic presence. According to the asset purchase agreement, the Company will pay a maximum of $1,000,000, contingent upon certain future operating performance targets by or prior to April 2012, as defined in the agreement. As of December 31, 2007, approximately $125,000 in contingent cash payments have been made to JCT.

Bricker Transport, LLC

In October 2007, the Company acquired certain assets of Bricker Transport, LLC (Bricker), a freight transportation company located in Texas, in order to expand its geographic presence. According to the asset purchase agreement, the Company will pay a maximum of $1,000,000, contingent upon certain future operating performance targets by or prior to October 2012, as defined in the agreement. As of December 31, 2007 no contingent cash payments have been made.

During 2007, the Companies advanced $290,000 to the sellers of Bricker. This amount is noninterest-bearing and is included in other advances on the accompanying consolidated balance sheet.

The purchase price for each acquisition was allocated entirely to customer relationships, which have an estimated five-year life. Under the terms of the acquisition agreements, the former stockholders of the acquired entities are entitled to additional consideration in the form of cash if certain future operating performance targets are met. If those operating targets are met, the value of the consideration ultimately paid will be added to the cost of the acquisition, which will be recorded as goodwill.

The following table summarizes the fair values of the assets acquired at the date of acquisition:

Customer Relationships—Bricker		$	789,960
Customer Relationships—H&J			795,557
Customer Relationships—JCT			544,829

	Total	$	2,130,346

F-69

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 2—Acquisitions (Continued)

The contingent consideration earned and paid as of December 31, 2007, and the maximum remaining contingent consideration for each business combination transaction is summarized as follows:

	Earned		Maximum Remaining
H&J Services, Inc.	$	370,851	$	629,149
Joe Carter Trucking, Inc.		124,542		875,458
Bricker Transport, LLC		—		1,000,000

At December 31, 2007, the Company has a earnout liability of $1,535,953, which is an estimate of future contingent consideration payable at the acquisition date less amounts paid through December 31, 2007. Total contingent consideration of approximately $1,437,000, related to the 2007 acquisitions, was paid through July 23, 2009.

Note 3—Variable Interest Entities

RDS is the primary beneficiary of RT, which qualifies as a variable interest entity. Accordingly, the assets and liabilities and revenues and expenses of RT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services.

RDS is the primary beneficiary of UT, which qualifies as a variable interest entity. Accordingly, the assets and liabilities and revenues and expenses of UT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services.

RDS is the primary beneficiary of WE, which qualifies as a variable interest entity. Accordingly, the assets and liabilities and revenues and expenses of WE have been included in the consolidated financial statements. The entity was formed for the purpose of developing software to be used internally.

The table below summarizes assets, liabilities, intercompany balances, and intercompany eliminations of all variable interest entities as of December 31, 2007.

	RayTrans Trucking		Universal Trans		Wheel-e		Eliminations			Total (Net)
Assets	$	6,730,000	$	970,000	$	797,000	$	(139,000	)	$	8,358,000

Net payable to RDS		1,289,000		1,194,000		876,000		(3,359,000	)		—
Other liabilities		5,644,000		468,000		5,000		(139,000	)		5,978,000

Revenue		9,102,000		8,855,000		—		—			17,957,000
Expenses		9,286,000		9,480,000		28,000		—			18,794,000

F-70

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 4—Property and Equipment

Property and equipment are summarized as follows:

		2007		Depreciable Life—Years
Furniture and fixtures		$	177,220	3-5
Computer equipment and software			401,481	3-5

	Total cost		578,701
Accumulated depreciation			328,709

	Net property and equipment	$	249,992

Depreciation expense was $106,742 in 2007.

Note 5—Intangible Assets

Intangible assets at December 31, 2007 are summarized as follows:

	Amount
	Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets—Customer relationships	$	2,130,346	$	205,050

Amortization expense for intangible assets totaled $205,050 for the year ended December 31, 2007.

Estimated amortization expense for the years ending December 31 are as follows:

2008		$	426,069
2009			426,069
2010			426,069
2011			426,069
2012			221,020

	Total	$	1,925,296

Note 6—Line of Credit

Under a line of credit agreement with a bank, the Companies have borrowing capacity of $5,000,000. Interest is payable monthly at the bank's prime rate plus .50 percent (an effective rate of 7.75 percent at December 31, 2007). The line of credit is collateralized by all general business assets and personally guaranteed by the owner of the Companies. During 2009, the Companies refinanced the credit agreement with another bank, to an expiration date of May 31, 2009. In June 2009, this line of credit was paid in full, in connection with the sale of the Company (see Note 13).

F-71

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 7—Note Payable

The Companies issued a note payable to a bank, that is repayable in monthly installments of $8,720 including interest at 8.25 percent. The note is collateralized by all general business assets, is guaranteed by the owner of the Companies, and was due on May 1, 2008. The note was paid in full prior to May 1, 2008.

Note 8—Operating Leases

The Companies are obligated under operating leases, primarily for office space, expiring at various dates through 2009. The leases require the Companies to pay taxes, insurance, utilities, and maintenance costs for their pro rata share of the respective office buildings. Rent expense was approximately $207,000 for the year ended December 31, 2007.

Future minimum annual commitments as of December 31, 2007 under these operating leases are as follows:

Years Ending December 31		Amount
2008		$	185,656
2009			33,782

	Total	$	219,438

Note 9—Related Party Transactions

At December 31, 2007, the Companies had advances to its stockholder totaling approximately $265,000. These amounts are noninterest-bearing and are included in advances to stockholders in the accompanying consolidated balance sheet.

Note 10—Retirement Plans

The Companies sponsor a 401(k) plan for substantially all employees. The plan provides an income deferral option, which qualifies under section 401(k) of the Internal Revenue Code. Employees can defer up to 20 percent of eligible compensation. The plan allows for the Companies to make discretionary matching contributions to the plan. No contributions were made during 2007.

Note 11—Litigation

The Companies are co-defendants in a lawsuit filed by a competitor for various contract and tort claims. The Companies believe the suit is without merit and intend to contest the suit vigorously. Outside counsel for the Companies has advised that the likelihood of an unfavorable outcome for one or more of the defendants is reasonably possible. However, the possible damages related to this lawsuit are not reasonably estimable at this time. Accordingly, no provision for loss has been charged to operations in the accompanying consolidated financial statements for 2007.

Note 12—Subsequent Events

On January 1, 2008, RayTrans Management, LLC, a company related to the Companies through common ownership, was formed and subsequently acquired certain specified assets of the Companies. In

F-72

RayTrans Distribution Services

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

Note 12—Subsequent Events (Continued)

connection with the acquisition, RayTrans Management, LLC assumed substantially all of the liabilities of the Companies.

On January 1, 2008, RayTrans Holdings Inc. was formed. The formation of RayTrans Holdings Inc. created a holding company legal entity structure. All of the entities comprising the Companies were conveyed to RayTrans Holdings Inc. and RayTrans Management, LLC (described above), in 2008. The primary activity of RayTrans Holdings Inc. is to provide corporate support to the various RayTrans operating units including, but not limited to, banking, accounting, executive management, legal, human resources, and information technology.

Note 13—Sale of Company Stock

On June 2, 2009, the Companies entered into an Agreement and Plan of Merger with Echo Global Logistics, Inc. Under this agreement, Echo Global Logistics will acquire all of the Companies' outstanding stock (including all outstanding warrants and stock options which will convert into the right to receive cash) for up to $12.6 million in cash. Approximately 50 percent of the consideration will be held for earn-out payments based on meeting earnings milestones during three earn-out periods. The earn-out periods begin on June 1, 2009 and conclude on May 31, 2012. The transaction closed in June 2009.

F-73

Report of Independent Auditors

The Board of Directors and Stockholder
RayTrans Distribution Services, Inc.

We have audited the accompanying consolidated balance sheet of RayTrans Distribution Services, Inc. as of December 31, 2008, and the related consolidated statements of operations, stockholder's equity and cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RayTrans Distribution Services, Inc. as of December 31, 2008, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Crowe Horwath LLP
Oak Brook, Illinois
July 23, 2009

F-74

RayTrans Distribution Services, Inc.

Consolidated Balance Sheet

December 31, 2008

Assets
Current assets:
	Cash and cash equivalents	$	—
	Accounts receivable, net of allowance of $204,939		6,406,643
	Other receivables		1,049,804
	Prepaid expenses		249,770

Total current assets			7,706,217
Property and equipment, net			125,359
Software development costs, net			1,392,244
Goodwill			304,443
Other intangible assets, net			1,498,494
Other assets			67,626

Total assets		$	11,094,383

Liabilities and stockholder's equity
Current liabilities:
	Accounts payable		3,267,399
	Checks issued in excess of bank balance		1,335,440
	Accrued expenses		661,999
	Advances from affiliates		5,133,696
	Earnout liability		221,201
	Other current liabilities		33,836

Total current liabilities			10,653,571
Stockholder's equity
	Common A shares, $1 par value, 5,001 shares authorized, issued and outstanding		5,001
	Treasury stock		(74,000	)
	Advances to stockholder		(385,573	)
	Retained earnings		895,384

Total stockholder's equity			440,812

Total liabilities and stockholder's equity		$	11,094,383

See accompanying notes to consolidated financial statements.

F-75

RayTrans Distribution Services, Inc.

Consolidated Statement of Operations

Year Ended December 31, 2008

Revenue		$	61,330,859
Transportation costs			50,742,281

Gross profit			10,588,578

Operating expenses:
	Selling, general, and administrative expenses		10,515,925
	Depreciation and amortization		529,198


Loss from operations			(456,545	)

Other income (expense):
	Interest expense		(10,090	)
	Other, net		(87,507	)

Total other income (expense)			(97,597	)

Net loss		$	(554,142	)

See accompanying notes to consolidated financial statements.

F-76

RayTrans Distribution Services, Inc.

Consolidated Statement of Stockholder's Equity

Year Ended December 31, 2008

		Common A			Treasury Stock
		Common A			Treasury Stock				Advances to Stockholder			Retained Earnings
		Shares	Amount		Shares	Amount			Advances to Stockholder			Retained Earnings			Total
Balance at January 1, 2008		5,001		5,001	3		(74,000	)		—			1,449,526			1,380,527
	Net loss	—		—	—		—			—			(554,142	)		(554,142	)
	Advances	—		—	—		—			(385,573	)		—			(385,573	)

Balance at December 31, 2008		5,001	$	5,001	3	$	(74,000	)	$	(385,573	)	$	895,384		$	440,812

See accompanying notes to consolidated financial statements.

F-77

RayTrans Distribution Services, Inc.

Consolidated Statement of Cash Flows

Year Ended December 31, 2008

Cash flows from operating activities
Net loss			$	(554,142	)
Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation and amortization			529,198
	Changes in operating assets and liabilities:
		Accounts receivable, net		(840,849	)
		Prepaid expenses and other assets		51,080
		Accounts payable		(581,621	)
		Accrued expenses and other liabilities		(20,114	)

Net cash used in operating activities				(1,416,448	)

Cash flows from investing activities
Software development costs capitalized				(595,828	)
Purchase of investments				(36,000	)
Earnout payments for prior acquisitions				(657,823	)

Net cash used in investing activities				(1,289,651	)

Cash flows from financing activities
Repayment of debt				(3,051,915	)
Advances to stockholder				(120,533	)
Checks issued in excess of bank balance				575,584
Advances from affiliates				5,046,136

Net cash provided by financing activities				2,449,272

Decrease in cash and cash equivalents				(256,827	)
Cash and cash equivalents, beginning of year				256,827

Cash and cash equivalents, end of year			$	—


Supplemental Cash Flow Disclosures
Cash paid for interest				53,925

See accompanying notes to consolidated financial statements.

F-78

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1. Description of the Business and Basis of Presentation

RayTrans Distribution Services, Inc. (the Company), an Illinois company, is a freight logistics company engaged primarily in transportation management services with offices in Chicago, Illinois and Little Rock, Arkansas. The Company commenced operations in July 1984 and conducts business as RayTrans Distribution. The Company is a wholly owned subsidiary of RayTrans Holdings, Inc. (RayTrans Holdings or the Parent), a holding company which was formed on January 1, 2008. As discussed more fully in Note 10, the Parent provides the Company with certain administrative and financial support.

The accompanying consolidated financial statements include the accounts of RayTrans Distribution Services, Inc, RayTrans Trucking (RT), Universal Trans, LLC (UT) and Wheel E LLC. RT, UT and Wheel E qualify as variable interest entities for which RDS is the primary beneficiary. RT and UT provide logistics services utilizing several third party owner-operators that specialize in flatbed, over-dimensional, van, and automobile shipments. Wheel E is a company created to develop software to be used internally. The consolidated variable interest entities generally have deficit equity at December 31, 2008 and January 1, 2008 and have incurred losses for the year ended December 31, 2008. In accordance with Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements , these deficits are included in the Company's consolidated stockholder's equity and these losses are included in the Company's reported net loss for the year ended December 31, 2008, as there is no obligation for the noncontrolling interest holders to make good such losses (see Note 3). All material intercompany accounts and transactions have been eliminated upon consolidation.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of 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. Significant estimates impacting the preparation of these financial statements include: the allowance for doubtful accounts, useful lives of intangible assets, and estimates of enterprise fair value which are used in the Company's annual goodwill impairment test.

Fair Value of Financial Instruments

As of December 31, 2008, the carrying value of the Company's financial instruments, which consist of cash and cash equivalents, accounts receivable, and accounts payable, approximate their fair values due to the short maturities of such instruments.

F-79

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

2. Summary of Significant Accounting Policies (Continued)

SFAS No. 157. FASB staff Position 157-2, Partial Deferral of the Effective Date of Statement 157 ("FSP 157-2"), deferred the effective date of SFAS No. 157 for most nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008.

The implementation of SFAS No. 157 for financial assets and financial liabilities, effective January 1, 2008, had no impact on the Company's consolidated financial position or results of operations. The Company is currently assessing the impact of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities on its consolidated financial position and results of operations.

Revenue Recognition

The Company recognizes revenue when the freight to be transported has been loaded and dispatched for delivery. The Company operates primarily in the short-to-medium length-of-haul segment of the truckload industry; therefore, the Company's typical customer delivery is completed within two days after pickup. Accordingly, based on periodic reassessments, the Company believes its method of revenue recognition is not materially different from recognizing revenue based on completion of delivery. Amounts payable to independent contractors for purchased transportation, to Company drivers for wages, and any other direct expenses are accrued when the related revenue is recognized.

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: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) assuming the risk of loss for collection; and (5) marketing its products and services, among other things.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original 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 the 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-80

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. 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		3-5 years
Furniture and fixtures		3-5 years

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. To date, there have been no such losses.

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. Capitalized internal use software costs are amortized over the expected economic life using the straight-line method. There was no amortization expense for the year ended December 31, 2008, as the development stage has not been completed. At December 31, 2008 the net book value of internal use software costs was $1,392,244. As required by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , the Company's internal use software are evaluated for impairment whenever impairment indicators exist. To date there have been no impairments.

Goodwill and Intangible Assets

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. In the first step, the fair value of the reporting unit for the Company is compared to its book value. 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 implied 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, excluding goodwill. 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 that could require an interim test, 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. The Company's intangible assets consist of customer relationships, which are being amortized on the straight-line basis over their estimated weighted-average useful lives of five years.

F-81

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

Pursuant to provisions of the Internal Revenue Code, the Company has elected to be taxed as an S Corporation. Generally, the income of an S Corporation is not subject to federal income tax at the corporate level, but rather the stockholders are required to include a pro rata share of the corporation's taxable income or loss in their personal income tax returns, irrespective of whether dividends have been paid. Accordingly, no provision for federal income taxes has been made in the accompanying consolidated financial statements. RT, UT, and Wheel E are single member LLCs and are treated as sole proprietorships for federal income tax purposes. Currently, federal income taxes are not payable or provided for by these companies.

Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), Issued July 2006, was effective as of January 1, 2007. The Company has elected to defer adoption of FIN48, in accordance with the provisions of FASB Staff Position No. FIN 48-3, which permits certain nonpublic enterprises to delay adoption until fiscal years beginning after December 15, 2008. Upon adoption of FIN 48, the Company will recognize a tax benefit only if it is more likely than not the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized will be the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positons not meeting the more-likely-than-not test, no tax benefit will be recorded. Currently, the Company accounts for contingencies associated with uncertain tax positions in accordance with SFAS No. 5, Accounting for Contingencies , which provides the recording of a contingency based on the probability of certain events to transpire that range from probable to remote as opposed to applying a more likely than not recognition threshold.

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 on 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 SFAS No. 160 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 adopted SFAS No. 141(R) on January 1, 2009. Adopting SFAS No. 141(R) will impact the accounting for any acquisitions made by the Company after January 1, 2009.

F-82

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

3. Variable Interest Entities

The Company is the primary beneficiary of RT, which qualifies as a variable interest entity. RT qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets, liabilities, revenues and expenses of RT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services. The creditors of (RT) have no recourse to the general credit of the Company. As of December 31, 2008, RT had assets of $70,913 and liabilities of $713,864. For the year ended December 31, 2008, RT had revenues of $13,770,094 and expenses of $14,397,450.

The Company is the primary beneficiary of UT, which qualifies as a variable interest entity. UT qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets and liabilities and revenues and expenses of UT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services. The creditors of (UT) have no recourse to the general credit of the Company. As of December 31, 2008, UT had assets of $774,315 and liabilities of $1,811,179. For the year ended December 31, 2008, UT had revenues of $5,172,231 and expenses of $5,571,258.

The Company is the primary beneficiary of Wheel E, which qualifies as a variable interest entity. Wheel E qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets and liabilities and revenues and expenses of Wheel E have been included in the consolidated financial statements. The entity was formed for the purpose of developing logistics software to be used by the Company. The creditors of (Wheel E) have no recourse to the general credit of the Company. As of December 31, 2008, Wheel E had assets of $116,585 and liabilities of $14,270. For the year ended December 31, 2008, Wheel E had no revenues and expenses of $186,410. The Company has not presented the non-controlling interest on the balance sheet or statement of operations for Wheel E as management has considered this to be immaterial.

4. Acquisitions

Bricker Transport, LLC Acquisition

In October 2007, RT acquired certain assets of Bricker Transport LLC (Bricker), a freight transportation company located in Texas. As a result of the acquisition, the Company brings a Southwest presence to its customer and carrier base. The acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. There was no initial purchase price. However, $1,000,000 in cash may become payable contingent upon the achievement of certain performance measures by or prior to October 31, 2012.

The following table summarizes the fair values of the assets acquired at the date of acquisition. There were no assumed liabilities at the acquisition date. The customer relationships have a life of 5 years. The allocation of purchase price at December 31, 2008 is as follows:

Customer relationships	$	789,960
Goodwill		—

Net assets acquired	$	789,960

F-83

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

4. Acquisitions (Continued)

The Company initially recorded an earnout liability of $789,960, which is an estimate of future contingent consideration payable. As of December 31, 2008 there have been no contingent cash payments made. Any additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable.

Subsequent to the acquisition, the company has made advances to Bricker's former owner equal to the amount of the earnout liability. These advances may be legally offset against any amounts that are ultimately owed to Bricker's former owner under the purchase agreement, and have been netted in the consolidated balance sheet.

H&J Services, Inc. Acquisition

On April 30, 2007, the Company acquired certain assets of H&J Services (HJS), a transportation brokerage company located in Arkansas. As a result of the acquisition, the Company brings a Southeast presence to its customer and carrier base. The acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. There was no initial purchase price; however there were $611,945 and $488,055 in contingent cash payments made in 2007 and 2008, respectively. There are no further contingent payments due in the agreement. These payments were payable based on the achievement of certain performance measures obtained by HFS.

The following table summarizes the fair values of the assets acquired at the date of acquisition. There were no liabilities assumed at the acquisition date. The customer relationships have a life of 5 years. The goodwill is fully deductible for U.S. income tax purposes. The allocation of purchase price at December 31, 2008 is as follows:

Customer relationships	$	795,557
Goodwill		304,443

Net assets acquired	$	1,100,000

Joe Carter Trucking, Inc. Acquisition

On April 30, 2007, RT acquired certain assets of Joe Carter Trucking, Inc. (JCT), a freight transportation company located in Arkansas. As a result of the acquisition, the Company brings a Southeast presence to its customer and carrier base. The acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. There was no initial purchase price; however, there were $153,860 and $169,768 in contingent cash payments made in 2007 and 2008, respectively. These payments were payable based on the achievement of certain performance measures by JCT. An additional $676,372 in cash may become payable contingent upon the achievement of certain performance measures by or prior to May 1, 2012. At December 31, 2008, the Company has an earnout liability of $221,201, which is an estimate of future contingent consideration payable. Any additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable.

F-84

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

4. Acquisitions (Continued)

Customer relationships	$	544,829
Goodwill		—

Net assets acquired	$	544,829

5. Property and Equipment

Property and equipment at December 31, 2008 consisted of the following:

Computer equipment	$	407,454
Furniture and fixtures		137,437

		544,891
Less accumulated depreciation		(419,532	)

Property and equipment, net	$	125,359

6. Goodwill and Other intangibles

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

Balance as of December 31, 2007		$	—
	Contingent consideration paid related to H&J Services acquisition		304,443

Balance as of December 31, 2008		$	304,443

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

	2008			Weighted- Average Life
Customer relationships	$	2,130,346		5 years
Less accumulated amortization		(631,852	)

Intangible assets, net	$	1,498,494

Amortization expense related to these intangible assets was $462,069 for the year ended December 31, 2008.

F-85

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

6. Goodwill and Other intangibles (Continued)

The estimated amortization expense in future years is as follows:

2009	$	426,069
2010		426,069
2011		426,069
2012		220,287

	$	1,498,494

7. Note Payable

The Company issued a note payable in 2007 to a bank that was repayable in monthly installments of $8,720 including interest at 8.25%. The note was collateralized by all general business assets, was guaranteed by the owner of the Company. The note balance of $3,051,915 was paid in full in 2008.

8. Lease Commitments

The Company leases office space under long-term operating leases for its offices in Illinois and Arkansas through December 2011. The total rent expense was $56,292 for the year ended December 31, 2008.

Minimum annual rental payments are as follows:

2009	$	54,166
2010		54,610
2011		46,650

	$	155,426

9. Benefit Plans

The Company has a 401(k) savings plan ("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, 2008, the Company did not make any contributions to the Plan.

10. Related Party Transactions

The Company is dependent on its parent, RayTrans Holdings, for administrative and financial support. RayTrans Holdings allocates to the Company a ratable portion of certain operating expenses including salaries, wages, payroll taxes, employee benefits, office rent, supplies, utilities, and selling and marketing costs. These expenses are allocated based on the percentage of the Company's annual revenue to RayTrans Holding, Inc.'s consolidated revenue. Management believes the methods of allocation used are reasonable and represent essentially all of the expense as if the Company operated on a stand-alone basis. For the year ended December 31, 2008, the Company was allocated approximately $2,300,000, which is included as selling, general and administrative expenses in the statement of operations.

F-86

RayTrans Distribution Services, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2008

10. Related Party Transactions (Continued)

At December 31, 2008, the Company had advances to its stockholder totaling $385,573 and advances from RayTrans Holdings of $5,133,696. These amounts are noninterest-bearing and are expected to be paid off in 2009. These amounts are included in "Advances to stockholder" and "Advances from affiliates", respectively, in the consolidated balance sheet. Advances to stockholder are classified as contra-equity in the consolidated balance sheet.

11. Subsequent Event

In June 2009, the Company entered into and closed an Asset Purchase Agreement to sell certain assets and transfer certain liabilities (representing non-affiliated–related assets and liabilities) of RayTrans Distribution Services, Inc. for $5.5 million. An additional $6.5 million in cash consideration may be received contingent upon the achievement of certain performance measures by or prior to May 31, 2012.

F-87

RayTrans Distribution Services, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

		December 31, 2008			March 31, 2009
					(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	—		$	626,596
	Accounts receivable, net of allowance of $204,939, and $190,230, respectively		6,406,643			5,928,099
	Other receivables		1,049,804			1,220,926
	Prepaid expenses		249,770			122,115
Total current assets			7,706,217			8,587,078
Property and equipment, net			125,359			110,047
Software development costs, net			1,392,244			1,423,336
Goodwill			304,443			304,443
Intangible assets, net			1,498,494			1,408,383
Other assets			67,626			67,626

Total assets		$	11,094,383		$	11,211,571

Liabilities and stockholder's equity
Current liabilities:
	Accounts payable		3,267,399			4,371,442
	Checks issued in excess of bank balance		1,335,440			1,488,372
	Accrued expenses		661,999			714,579
	Advances from affiliates		5,133,696			3,454,409
	Earnout liability		221,201			221,201
	Other current liabilities		33,836			122,589

Total current liabilities			10,653,571			11,061,934
Stockholder's equity
	Common A shares, $1 par value, 15,001 shares authorized, issued and outstanding		5,001			5,001
	Treasury stock		(74,000	)		(74,000	)
	Advances to stockholder		(385,573	)		(375,805	)
	Retained earnings		895,384			1,283,783

Total stockholder's equity			440,812			838,979

Total liabilities and stockholder's equity		$	11,094,383		$	11,211,571

See accompanying notes to consolidated financial statements.

F-88

RayTrans Distribution Services, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

		Three Months Ended March 31,
		2008			2009
Revenue		$	14,865,270		$	10,458,655
Transportation costs			12,151,242			7,998,259

Gross profit			2,714,028			2,460,396
Operating expenses:
	Selling, general, and administrative expenses		2,110,541			1,980,637
	Depreciation and amortization		115,487			110,485

Income from operations			488,000			369,274
Other income (expense):
	Interest expense		(23,445	)		—
	Other, net		(279	)		19,124

Total other income (expense)			(23,724	)		19,124

Net Income		$	464,276		$	388,398

See accompanying notes to consolidated financial statements.

F-89

RayTrans Distribution Services, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

			Three Months Ended March 31,
			2008			2009
Cash flows from operating activities
Net income			$	464,276		$	388,398
Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation and amortization			115,487			110,485
	Changes in operating assets and liabilities:
		Accounts receivable, net		(2,478,692	)		513,183
		Prepaid expenses and other assets		(217,022	)		22,513
		Accounts payable		1,191,544			1,104,043
		Accrued expenses and other liabilities		(134,604	)		141,334

Net (cash used) in provided by operating activities				(1,059,011	)		2,279,956
Cash flows from investing activities
Software development costs capitalized				(24,705	)		(31,092	)
Purchase of property and equipment				(778	)		(5,063	)
Earnout payments for prior acquisitions				—			(100,618	)

Net cash used in investing activities				(25,483	)		(136,773	)
Cash flows from financing activities
Repayment of debt				1,154,602			—
Repayments from (advances to) stockholder				(9,522	)		9,768
Checks issued in excess of bank balance				397,005			152,932
Net advances from (repayments to) affiliates				(229,560	)		(1,679,287	)

Net cash provided by (used in) financing activities				1,312,525			(1,516,587	)
Increase in cash and cash equivalents				228,031			626,596
Cash and cash equivalents, beginning of year				256,827			—

Cash and cash equivalents, end of year			$	484,858		$	626,596

Supplemental Cash Flow Disclosures
Cash paid for interest				23,445			—

See accompanying notes to consolidated financial statements.

F-90

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2009 and 2008

1. Summary of Significant Accounting Policies

Basis of Presentation and Preparation of Financial Statements

The accompanying consolidated financial statements include the accounts of RayTrans Distribution Services, Inc. (the "Company") and its consolidated variable interest entities: RayTrans Trucking (RT), Universal Trans, LLC (UT) and Wheel E LLC. RT, UT and Wheel E qualify as variable interest entities for which RDS is the primary beneficiary (see Note 3). RT and UT provide logistics services utilizing several third party owner-operators that specialize in flatbed, over-dimensional, van, and automobile shipments. Wheel E is a company created to develop software to be used internally. The financial statements include all of the variable interest losses of these entities as they are generally in a deficit position at March 31, 2009 and as there is no obligation by the non-controlling interest to absorb any of their own losses. All material intercompany accounts and transactions have been eliminated upon consolidation.

The preparation of the unaudited condensed 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, 2009 and 2008 are not necessarily indicative of the results expected for the full year. These interim condensed 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.

Use of Estimates

The preparation of 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. Significant estimates impacting the preparation of these financial statements include: the allowance for doubtful accounts and estimates of enterprise fair value which are used in the Company's annual goodwill impairment test.

Fair Value of Financial Instruments

Revenue Recognition

F-91

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2009 and 2008

1. Summary of Significant Accounting Policies (Continued)

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: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) assuming the risk of loss for collection; and (5) marketing its products and services, among other things.

2. New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a common definition for fair value to be applied to U.S. GAAP requiring use of fair value, establishes a framework for measuring fair value, and expands disclosures about such fair value measurements. SFAS No. 157 is effective for financial assets and financial liabilities for fiscal years beginning after November 15, 2007. Issued in February 2008, Financial Accounting Standard 157-1, Application of FASB Statement No. 157 to FASB Statement No.13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13 , removed leasing transactions accounted for under Statement 13 and related guidance form the scope of SFAS No. 157. FASB staff Position 157-2, Partial Deferral of the Effective Date of Statement 157 ("FSP 157-2"), deferred the effective date of SFAS No. 157 for most nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 had no impact on the Company's results of operations or financial position.

The implementation of SFAS No. 157 for financial assets and financial liabilities, effective January 1, 2008, had no impact on the Company's consolidated financial position or results of operations. Effective January 1, 2009, the Company adopted the remaining provisions of SFAS No. 157 for its nonfinancial assets and nonfinancial liabilities. The adoption of these remaining provisions had no impact on the Company's consolidated financial position or results of operations.

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, 2009. The adoption of FIN 48 had no impact on the Company's results of operations or financial position.

F-92

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2009 and 2008

2. New Accounting Pronouncements (Continued)

The Company adopted SFAS No. 160 on January 1, 2009. Adoption of SFAS No. 160 had no impact on the Company's consolidated financial statements.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP No. 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB SFAS No. 142, Goodwill and Other Intangible Assets. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and assets acquisitions. FSP No. 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. This guidance was effective on January 1, 2009 and will be applied to subsequent acquisitions in 2009.

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 adopted SFAS No. 141(R) on January 1, 2009. Adoption of SFAS No. 141(R) had no impact on the Company's historical consolidated financial statements but will impact the accounting for future acquisitions.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events". SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS No. 165 will be effective for interim or annual periods ending after June 15, 2009 and will be applied prospectively.

3. Variable Interest Entities

The Company is the primary beneficiary of RT, which qualifies as a variable interest entity. RT qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets, liabilities, revenues and expenses of RT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services. The creditors of RT have no recourse to the general credit of the Company. As of March 31, 2009, RT had assets of $196,175 and liabilities of $871,461. For the three months March 31, 2008 and 2009, RT had revenues of $3,046,462 and $2,987,407, respectively and expenses of $3,164,690 and $3,019,744, respectively.

The Company is the primary beneficiary of UT, which qualifies as a variable interest entity. UT qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets and liabilities and revenues and expenses of UT have been included in the consolidated financial statements. The entity was formed for the purpose of providing logistics services. The creditors of RT have no recourse to the general credit of the Company. As of

F-93

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2009 and 2008

3. Variable Interest Entities (Continued)

March 31, 2009, UT had no assets and liabilities of $1,037,374. For the three months March 31, 2008 and 2009, UT had revenues of $1,678,552 and $0, respectively and expenses of $1,724,107 and $870, respectively.

The Company is the primary beneficiary of Wheel E, which qualifies as a variable interest entity. Wheel E qualifies as a variable interest entity because it is dependent on the financial support of the Company to fund its operations. Accordingly, the assets and liabilities and revenues and expenses of Wheel E have been included in the consolidated financial statements. The entity was formed for the purpose of developing logistics software to be used by the Company. The creditors of RT have no recourse to the general credit of the Company. As of March 31, 2009, Wheel E had assets of $105,103 and liabilities of $9,060. For the three months March 31, 2008 and 2009, Wheel E had no revenues and expenses of $6,946 and $6,272, respectively. The Company has not presented the non-controlling interest on the balance sheet or statement of operations for Wheel E, as management considered this to be immaterial.

4. Acquisitions

Bricker Transport, LLC Acquisition

Customer relationships	$	789,960
Goodwill		—

Net assets acquired	$	789,960

The Company initially recorded an earnout liability of $789,960, which is an estimate of future contingent consideration payable. As of March 31, 2009 there has been no contingent cash payments made. Any additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable.

F-94

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2009 and 2008

4. Acquisitions (Continued)

H&J Services, Inc. Acquisition

Customer relationships	$	795,557
Goodwill		304,443

Net assets acquired	$	1,100,000

Joe Carter Trucking, Inc. Acquisition

On April 30, 2007, RT acquired certain assets of Joe Carter Trucking, Inc. (JCT), a freight transportation company located in Arkansas. As a result of the acquisition, the Company brings a Southeast presence to its customer and carrier base. The acquisition provided the Company with a strategic entry into new geographies and an assembled workforce that has significant experience and knowledge of the industry. There was no initial purchase price; however, there were $100,618 in contingent payments made in the first three months of 2009. These payments were payable based on the achievement of certain performance measures by JCT. An additional $575,754 in cash may become payable contingent upon the achievement of certain performance measures by or prior to May 1, 2012. At March 31, 2009, the Company has an earnout liability of $114,379, which is an estimate of future contingent consideration payable. Any additional contingent consideration will be recorded as goodwill on the balance sheet when those liabilities are resolved and distributable.

Customer relationships	$	544,829
Goodwill		—

Net assets acquired	$	544,829

F-95

RayTrans Distribution Services, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2009 and 2008

5. Goodwill and Intangibles

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

Balance as of December 31, 2008	$	304,443
Contingent consideration paid related acquisitions		—

Balance as of March 31, 2009	$	304,443

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

	2009			Weighted- Average Life
Customer relationships	$	2,131,692		5 years
Less accumulated amortization		(723,309	)

Intangible assets, net	$	1,408,383

Amortization expense related to these intangible assets was $89,927 for the three months ended March 31, 2008 and 2009.

The estimated amortization expense in future years is as follows:

2009	$	335,958
2010		426,069
2011		426,069
2012		220,287

	$	1,408,383

6. Related Party Transactions

At March 31, 2009, the Company had advances to its stockholder totaling $375,805 and advances from RayTrans Holdings of $3,454,409. These amounts are noninterest-bearing and are expected to be paid off in 2009. These amounts are included in "Advances to stockholder" and "Advances from affiliates", respectively, in the consolidated balance sheet.

7. Subsequent Event

In June 2009, the Company entered into an Asset Purchase Agreement to sell certain assets and transfer certain liabilities of RayTrans Distribution Services, Inc. for $5.5 million. An additional $6.5 million in cash consideration may be received contingent upon the achievement of certain performance measures by or prior to May 31, 2012.

F-96

Echo Global Logistics, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Year Ended December 31, 2008

Effective June 1, 2009, Echo Global Logistics, Inc. (the "Company") acquired RayTrans Distribution Services, Inc. (RDS), a third-party logistics provider with offices in Matteson, Illinois. As a result of the acquisition, the Company established a significant presence in the truckload market by gaining over 200 truckload clients and 15 sales agents.

For purposes of the Unaudited Pro Forma Condensed Consolidated Income Statements for the year ended 2008, the Company assumed that the RDS acquisition occurred on January 1, 2008. 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, 2008; and
•: the audited historical consolidated income statement of RDS for the year ended December 31, 2008.

The Unaudited Pro Forma Condensed Consolidated Income Statement includes adjustments to the historical audited consolidated income statement of RDS. These adjustments reflect the elimination of three entities included in the historical audited income statement of RDS that were not acquired by the Company in the RDS acquisition. The three entities not acquired by the Company were RayTrans Trucking, LLC, Universal Trans, LLC and Wheel-e, LLC. These were variable interest entities where RDS was the primary beneficiary. As a result, their results of operations were included in the historical consolidated income statement of RDS. However, their historical results of operations have been eliminated in the Unaudited Pro Forma Condensed Consolidated Statement of Income.

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 RDS 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 reflects the elimination of interest expense on the outstanding indebtedness under the Company's line of credit with JPMorgan Chase Bank, N.A., which will be repaid from the proceeds of the offering, the elimination of outstanding indebtedness under the Company's $7.5 million term loan with EGL Mezzanine LLC, which will be repaid from the proceeds of the offering, and the effect of converting the Company's Series B and D preferred stock into shares of common stock on approximately a one-for-one basis, which results in the elimination of preferred dividends for the converted shares, and the additional shares of common stock issued in this offering.

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 notes included in this Form S-1 Registration Statement.

F-97

Echo Global Logistics, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Year Ended December 31, 2008

		Echo Global Logistics, Inc. (Historical)			RayTrans Distribution Services, Inc. (Historical)			RayTrans Distribution Services, Inc. (Adjustments)			RayTrans Distribution Services, Inc.			Acquisition Pro Forma Adjustments			Pro Forma			IPO Pro Forma Adjustments			Pro Forma As Adjusted
Revenue		$	202,807,631		$	61,330,859		$	(18,601,532	)	$	42,729,327		$	—		$	245,536,958		$	—		$	245,536,958
Transportation costs			159,717,355			50,742,281			(15,733,216	)		35,009,065			—			194,726,420			—			194,726,420

Gross profit			43,090,276			10,588,578			(2,868,316	)		7,720,262			—			50,810,538			—			50,810,538
Operating expenses:
	Selling, general, and administrative expenses		34,914,278			10,515,925			(4,121,997	)		6,393,928			190,476	⁽⁷⁾		41,498,682			1,400,000	⁽⁸⁾		42,898,682
	Depreciation and amortization		3,230,803			529,198			(442,107	)		87,091			506,794	⁽¹⁾		3,824,688			—			3,824,688

Income from operations			4,945,195			(456,545	)		1,695,788			1,239,243			(697,270	)		5,487,168			(1,400,000	)		4,087,168

Other income (expense):
	Interest income		20,259			43,835			(43,835	)		—			—			20,259			—			20,259
	Interest expense		(111,738	)		(53,925	)		—			(53,925	)		(1,200,000)	⁽²⁾		(1,365,663	)		1,365,663	⁽⁴⁾		—
	Other, net		(52,392	)		(87,507	)		85,279			(2,228	)		—			(54,620	)		—			(54,620	)

Total other income (expense)			(143,871	)		(97,597	)		41,444			(56,153	)		(1,200,000	)		(1,400,024	)		1,365,663			(34,361	)

Income (loss) before income taxes			4,801,324			(554,142	)		1,737,232			1,183,090			(1,897,270	)		4,087,144			(34,337	)		4,052,807
Income tax benefit (expense)			(1,925,768	)		—			—			—			285,672	⁽⁵⁾		(1,640,096	)		13,735	⁽⁴⁾		(1,626,361	)

Net income (loss)			2,875,556			(554,142	)		1,737,232			1,183,090			(1,611,598	)		2,447,048			(20,602	)		2,426,446
Dividend on preferred shares			(1,054,380	)		—			—			—			—			(1,054,380	)		1,054,380	⁽³⁾		—

Net income applicable to common shareholders		$	1,821,176		$	(554,142	)	$	1,737,232		$	1,183,090		$	(1,611,598	)	$	1,392,668		$	1,033,778		$	2,426,446

	Basic earnings per share	$	0.15																				$	0.12
	Diluted earnings per share	$	0.14																				$	0.11
Number of shares used for calculation:
	Basic earnings per share		12,172,716																		8,891,997			21,064,712	⁽⁶⁾
	Diluted earnings per share		12,817,014																		8,891,997			21,709,010	⁽⁶⁾

See notes to unaudited pro forma condensed consolidated financial statement.

F-98

Echo Global Logistics, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Income Statement

Year Ended December 31, 2008

(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, 2008 Pro Forma Amortization
Customer relationships	5 years	$	440,127
Non-compete agreements	3 years		66,667
		$	506,794

(2) Interest expense

The pro forma adjustment reflects the increase in interest expense related to additional borrowings of $7.5 million cash obtained to fund the RDS acquisition, which was funded by an additional debt agreement. The increase was calculated using an annual interest rate of 16%, which is the approximate rate of interest in the debt agreement.

(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 one-for-one basis.

(4) Interest expense

The pro forma adjustment reflects the elimination of interest expense on the outstanding indebtedness of $5.0 million, at an average interest rate of 2.2%, under our line of credit, and the outstanding indebtedness of $7.5 million under the Company's term loan originated in connection with the RDS acquisition which will be repaid from the proceeds of the offering, and the related tax effect of 40.0%.

(5) Income tax expense

The pro forma adjustment reflects the combined federal and state effective tax rate of 40.0% applied to the historical pre-tax income of RDS to reflect taxation as a C corporation and to the acquisition pro forma adjustments.

(6) Earnings per share

The pro forma basic earnings per share includes 3,191,997 shares of Series B and D preferred stock converted into shares of common stock and the 5,700,000 shares of additional common stock issued in this offering. The pro forma diluted earnings per share include the dilutive effect of 644,298 options outstanding using the treasury stock method.

F-99

Echo Global Logistics, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Income Statement (Continued)

Year Ended December 31, 2008

(7) Contingent consideration

The pro forma adjustment reflects the interest accretion related to contingent consideration assuming interest rates ranging from 5% to 13% and probability assumptions ranging from 80% to 90%. No other changes in fair value were assumed.

(8) Legal and financial compliance expense

The pro forma adjustment reflects the increase in the Company's legal and financial compliance costs and the costs of its related legal, accounting and administrative activities resulting from being a publicly traded company. These amounts were determined by obtaining third party quotes on services and management's prior experience working for publicly traded companies.

F-100

Echo Global Logistics, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Six Months Ended June 30, 2009

For purposes of the Unaudited Pro Forma Condensed Consolidated Income Statements for the six months ended June 30, 2009, the Company assumed that the RDS acquisition occurred on January 1, 2008. As a result, the unaudited pro forma condensed consolidated income statement was derived from:

•: the unaudited historical consolidated income statement of the Company for the six months ended June 30, 2009; and
•: the unaudited historical consolidated income statement of RDS for the five months ended May 31, 2009, exclusive of the three variable interest entities (VIEs) not purchased by the Company. As a result, adjustments to remove operating results for these VIEs are not necessary for the pro forma statement of income for the six months ended June 30, 2009.

The Unaudited Pro Forma Condensed Consolidated Income Statement presented reflects the elimination of interest expense on the outstanding indebtedness under the Company's line of credit with JPMorgan Chase Bank, N.A., which will be repaid from the proceeds of the offering, the elimination of the outstanding indebtedness under the Company's $7.5 million term loan with EGL Mezzanine LLC, which will be repaid from the proceeds of the offering, and the effect of converting the Company's Series B and D preferred stock into shares of common stock on approximately a one-for-one basis, which results in the elimination of preferred dividends for the converted shares, and the additional shares of common stock issued in this offering.

F-101

Echo Global Logistics, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Six Months Ended June 30, 2009

					Period from January 1, 2009 through May 31, 2009
		Echo Global Logistics, Inc. Historical			RayTrans Distribution Services, Inc.			Acquisition Pro Forma Adjustments			Pro Forma			IPO Pro Forma Adjustments			Pro Forma As Adjusted
Revenue		$	109,353,931		$	12,085,213		$	—		$	121,439,144		$	—		$	121,439,144
Transportation costs			85,100,397			9,634,282			—			94,734,679			—			94,734,679

Gross profit			24,253,534			2,450,931			—			26,704,465			—			26,704,465
Operating expenses:
	Selling, general, and administrative expenses		20,664,317			1,652,180			56,802	⁽⁷⁾		22,373,299			700,000	⁽⁸⁾		23,073,299
	Depreciation and amortization		2,138,781			34,225			211,164	⁽¹⁾		2,384,170			—			2,384,170

Income from operations			1,450,436			764,526			(267,966	)		1,946,996			(700,000	)		1,246,996

Other income (expense):
	Interest income		—			—			—			—			—			—
	Interest expense		(144,037	)		—			(500,000)	⁽²⁾		(644,037	)		644,037	⁽⁴⁾		—
	Other, net		(120,487	)		(88	)		—			(120,575	)		—			(120,575	)

Total other income (expense)			(264,524	)		(88	)		(500,000	)		(764,612	)		644,037			(120,575	)

Income (loss) before income taxes			1,185,912			764,438			(767,966	)		1,182,384			(55,963	)		1,126,421
Income tax benefit (expense)			(466,666	)					1,411	⁽⁵⁾		(465,255	)		22,385	⁽⁴⁾		(442,870	)

Net income (loss)			719,246			764,438			(766,555	)		717,129			(33,578	)		683,551
Dividend on preferred shares			(527,187	)		—			—			(527,187	)		527,187	⁽³⁾		—

Net income applicable to common shareholders		$	192,059		$	764,438		$	(766,555	)	$	189,942		$	493,609		$	683,551

	Basic earnings per share	$	0.02														$	0.03
	Diluted earnings per share	$	0.02														$	0.03
Number of shares used for calculation:
	Basic earnings per share		12,464,813												8,891,997			21,356,810	⁽⁶⁾
	Diluted earnings per share		12,737,063												8,891,997			21,629,060	⁽⁶⁾

See notes to unaudited pro forma condensed consolidated financial statement.

F-102

Echo Global Logistics, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Income Statement

For the Six Months Ended June 30, 2009

(1) Depreciation and amortization

	Useful Life	Six Months Ended June 30, 2009 Pro Forma Amortization
Customer relationships	5 years	$	183,386
Non-compete agreements	3 years		27,778
		$	211,164

(2) Interest expense

The pro forma adjustment reflects the increase in interest expense related to additional borrowings of $7.5 million cash obtained to fund the RDS acquisition, which was funded by an additional debt agreement. The increase was calculated using an annual interest rate of 16% for the five months that preceded the acquisition, which is the approximate rate of interest in the debt agreement.

(3) Dividends on preferred shares

(4) Interest expense

The pro forma adjustment reflects the elimination of interest expense on the outstanding indebtedness of $7.9 million, at an average interest rate of 1.8% under our line of credit, and the $7.5 million cash obtained to fund the RDS acquisition which will be repaid from the proceeds of the offering, and the related tax effect of 40.0%.

(5) Income tax expense

(6) Earnings per share

The pro forma basic earnings per share includes 3,191,997 shares of Series B and D preferred stock converted into shares of common stock and the 5,700,000 shares of additional common stock issued in this offering. The pro forma diluted earnings per share include the dilutive effect of 272,250 options outstanding using the treasury stock method.

F-103

Echo Global Logistics, Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Income Statement (Continued)

For the Six Months Ended June 30, 2009

(7) Contingent consideration

(8) Legal and financial compliance expense

The pro forma adjustment reflects the increase in the Company's legal and financial compliance costs and the costs of its related legal, accounting and administrative activities resulting from being a publicly traded company. These amounts were determined by obtaining third party quotes for services and management's prior experience working for publicly traded companies.

F-104

5,700,000 Shares

Common Stock

Morgan Stanley

Credit Suisse

William Blair & Company
Thomas Weisel Partners LLC
Barrington Research
Craig-Hallum Capital Group

Through and including (the 25th 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.

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 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

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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 information provided below does not give effect to the one-for-two reverse stock split of our capital stock that will occur prior to the completion of this offering. 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. The Company believes that each of the purchasers listed below: (i) was a sophisticated investor having enough knowledge and experience in finance and business matters to evaluate the risks and merits of the investment; (ii) was able to bear the investment's economic risk; (iii) had access to the type of information normally provided in a prospectus through each individual's relationship with the Company; and (iv) understood and agreed that the shares could not be resold or distributed to the public. In addition, the Company did not use any form of public solicitation or advertisement in connection with the offerings.

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	$	3,500,000
John R. Walter	300,000									7/13/05	$	30,000
Vipon Sandhir	150,000									8/3/05		⁽⁷⁾
Anthony R. Bobulinski	100,000									8/10/05		⁽⁸⁾
John R. Walter	100,000									1/1/06	$	25,000
John R. Walter						500,000	⁽⁹⁾			1/18/06	$	125,000
Steven E. Zuccarini	30,000									2/1/06	$	6,000
Orazio Buzza						450,000	⁽¹⁰⁾			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 members 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.

II-3

(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, our Chief Operating Officer, as partial consideration for his employment with us.
(5): Frog Ventures, LLC is owned by the Keywell Family Trust (20%) and Kimberly Keywell (80%). Ms. Keywell is the wife of Bradley A. Keywell, one of our directors.
(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, our Senior Vice President, as partial consideration for his employment with us.
(8): These units were granted to Anthony R. Bobulinski, one of our directors, in connection with the investment of $2,000,000 by affiliates of the Nazarian family 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): These options are fully vested.
(10): These options are fully vested.
(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. These shares of unvested common stock may vest upon the achievement of certain performance measures by May 31, 2010. We will repurchase all of these unvested common shares for an aggregate price of $1.00 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): These options are fully vested.
(17): These shares were issued to Bestway Solutions as partial consideration for our acquisition of Bestway Solutions.

In addition, since January 1, 2005, we have granted stock options to 213 of our employees or consultants to purchase an aggregate of 4,160,900 shares of our common stock, of which 477,500 have been exercised, 430,800 have expired and 3,252,600 remain either unvested or unexercised. The weighted average exercise price for the unvested and/or unexercised options is $3.30 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 as of July 24, 2009, 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		Amended and Restated Echo Global Logistics, Inc. 2008 Stock Incentive Plan.
10.3		Echo Global Logistics, Inc. 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		Confidential Separation Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.11		Irrevocable Proxy Agreement dated March 31, 2008 by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.12		Form of Indemnification Agreement.
10.13*		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.
10.14		Asset Purchase Agreement dated June 2, 2009 by and among Echo/RT Holdings, LLC, RayTrans Distribution Services, Inc., RayTrans Holdings, Inc. and James A. Ray.
10.15		Amended and Restated Loan and Security Agreement, dated August 26, 2009, by and between Echo Global Logistics, Inc. and EGL Mezzanine LLC.
10.16		Amended and Restated Credit Agreement, dated August 26, 2009, by and between Echo Global Logistics, Inc. and JPMorgan Chase Bank, N.A., as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 8, 2009.
21.1		Subsidiaries of Echo.
23.1		Consent of Plante & Moran, PLLC.
23.2		Consent of Crowe Horwath LLP.
23.3		Consent of Ernst & Young LLP.
23.4		Consent of Winston & Strawn LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney.

+: To be filed by amendment.
*: Previously filed.

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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, 2007 and 2008, and for each of the three years in the period ended December 31, 2008, and have issued our report thereon dated June 30, 2009 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16(b) of this Form S-1 Registration Statement. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Chicago, Illinois
June 30, 2009

/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 Global Logistics, Inc.:

VALUATION AND QUALIFYING ACCOUNTS

		2006			2007			2008
Allowance for doubtful accounts:
Balance at beginning of year		$	36,851		$	100,875		$	430,150
Provision, charged to expense		$	172,133		$	345,785		$	585,000
Write-offs, less recoveries		$	(108,109	)	$	(16,510	)	$	(326,953	)
Balance at end of year		$	100,875		$	430,150		$	688,197
Income tax valuation allowance:
Balance at beginning of year		$	—		$	1,964,642		$	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		$	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, 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

II-6

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 September 16, 2009.

	ECHO GLOBAL LOGISTICS, INC.
	By:		/s/ DOUGLAS R. WAGGONER Douglas R. Waggoner Chief Executive Officer

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	September 16, 2009
* David B. Menzel	Chief Financial Officer (principal accounting and financial officer)	September 16, 2009
* Samuel K. Skinner	Chairman of the Board	September 16, 2009
* John R. Walter	Director	September 16, 2009
* John F. Sandner	Director	September 16, 2009
/s/ PETER J. BARRIS Peter J. Barris	Director	September 16, 2009
* Anthony R. Bobulinski	Director	September 16, 2009
* Eric P. Lefkofsky	Director	September 16, 2009
* Bradley A. Keywell	Director	September 16, 2009

*By:		/s/ DOUGLAS R. WAGGONER
		Douglas R. Waggoner, as attorney-in-fact

II-8

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 as of July 24, 2009, 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		Amended and Restated Echo Global Logistics, Inc. 2008 Stock Incentive Plan.
10.3		Echo Global Logistics, Inc. 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		Confidential Separation Agreement by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.11		Irrevocable Proxy Agreement dated March 31, 2008 by and between Echo Global Logistics, Inc. and Scott P. Pettit.
10.12		Form of Indemnification Agreement.
10.13*		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.
10.14		Asset Purchase Agreement dated June 2, 2009 by and among Echo/RT Holdings, LLC, RayTrans Distribution Services, Inc., RayTrans Holdings, Inc. and James A. Ray.
10.15		Amended and Restated Loan and Security Agreement, dated August 26, 2009, by and between Echo Global Logistics, Inc. and EGL Mezzanine LLC.
10.16		Amended and Restated Credit Agreement, dated August 26, 2009, by and between Echo Global Logistics, Inc. and JPMorgan Chase Bank, N.A., as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 8, 2009.
21.1		Subsidiaries of Echo.
23.1		Consent of Plante & Moran, PLLC.
23.2		Consent of Crowe Horwath LLP.
23.3		Consent of Ernst & Young LLP.
23.4		Consent of Winston & Strawn LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney.

+: To be filed by amendment.
*: Previously filed.

II-9

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

Exhibit 3.3

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ECHO GLOBAL LOGISTICS, INC.

Echo Global Logistics, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:

I. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 7, 2006. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 7, 2006, and was further amended by Amendment No. 1 thereto, filed with the Secretary of State of the State of Delaware on September , 2009.

II. Pursuant to Sections 242 and 245 of the DGCL, this Second Amended and Restated Certificate of Incorporation (the “ Certificate ”) amends and restates the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, as amended by Amendment No. 1.

III. This Certificate has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the DGCL.

IV. The text of the original Certificate of Incorporation as heretofore amended or supplemented is hereby amended and restated to read in its entirety as follows:

ARTICLE I
NAME

The name of the Corporation is Echo Global Logistics, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Zip Code 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.

ARTICLE III

PURPOSE

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Hundred and Two Million Five Hundred Thousand (102,500,000) shares, consisting of Two Million Five Hundred Thousand (2,500,000) shares of preferred stock, par value $0.0001 per share (the “ Preferred Stock ”), and One Hundred Million (100,000,000) shares of common stock, par value $0.0001 per share (the “ Common Stock ”).

SECTION 2. The preferences, limitations, designations and relative rights of the shares of each class and the qualifications, limitations or restrictions thereof shall be as follows:

A. Preferred Stock .

1. Authorization; Series; Provisions . The Board of Directors of the Corporation is hereby expressly authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide for the issuance of shares of the Preferred Stock in series, and by filing a certificate pursuant to the DGCL, to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in a resolution or resolutions providing for the issuance of such series, adopted by the Board of Directors.

2. Rank . All shares of Preferred Stock shall rank senior to the Common Stock both as to dividends and upon liquidation.

3. Reacquired Shares . Shares of Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, undesignated as to series, unless otherwise provided in the resolution or resolutions of the Board of Directors.

B. Common Stock .

Except as shall otherwise be stated herein or as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions. The Common Stock shall be subject to all of the rights, privileges, preferences and priorities of the Preferred Stock as set forth in the resolution or resolutions providing for the respective series of Preferred Stock.

1. Voting Rights . Except as otherwise provided in this Section 2B of Article IV or as otherwise required by applicable law, holders of Common Stock shall be entitled to one vote per share on all matters to be voted on by the holders of Common Stock. Holders of

Common Stock are not entitled to cumulative voting rights, and holders of Preferred Stock shall not be entitled to notice of any meeting of stockholders.

2. Dividends . Subject to the rights of each series of the Preferred Stock, dividends, or other distributions in cash, securities or other property of the Corporation may be declared and paid or set apart for payment upon the Common Stock by the Board of Directors from time to time out of any assets or funds of the Corporation legally available for the payment of dividends, and all holders of Common Stock shall be entitled to participate in such dividends ratably on a per share basis.

3. Liquidation . Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled in preference to the Common Stock in accordance with the terms of any outstanding Preferred Stock and applicable law, the remaining net assets and funds of the Corporation shall be distributed pro rata to the holders of the Common Stock and the holders of any Preferred Stock, but only to the extent that the holders of any Preferred Stock shall be entitled to participate in such distributions in accordance with the terms of any outstanding Preferred Stock or applicable law. A consolidation or merger of the Corporation with or into another corporation or corporations or a sale, whether for cash, shares of stock, securities or properties, or any combination thereof, of all or substantially all of the assets of the Corporation shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 2B of this Article IV.

4. No Preemptive Rights . No holder of Common Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration, or by way of dividend.

5. Ownership . The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V

EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE VI

BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and the directors need not be elected by written ballot unless required by the By-laws of the Corporation. In furtherance and not in limitation of the powers conferred by

statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or repeal the By-laws of the Corporation.

ARTICLE VII

NUMBER, ELECTION AND TERMS OF DIRECTORS

SECTION 1. Number of Directors . Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed in such manner as prescribed in the By-laws of the Corporation, or from time to time by action of a majority of the members of the Board of Directors then in office, but in no event shall such number of directors be less than three nor more than fifteen. Elections of members of the Board of Directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be held at the annual meeting of stockholders, and each member of the Board of Directors shall hold office until such director’s successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.

SECTION 2. Stockholder Nominations and Introduction of Business . Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-laws of the Corporation.

SECTION 3. Newly Created Directorships and Vacancies . Subject to the rights of the holders of any series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office for a term expiring at the succeeding annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

SECTION 4. Removal . Subject to the rights of the holders of any series of Preferred Stock, any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that this Section 4 of Article VII shall apply, in respect of the removal without cause of a director or directors elected by the holders of a class or series of stock pursuant to this Certificate, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

SECTION 5. Rights and Powers . Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including, without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the directors’ power to manage the business and affairs of the Corporation; and no by-law shall be adopted by stockholders which shall impair or impede the implementation of the foregoing.

SECTION 6. By-laws . The Corporation may in its By-laws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE VIII

BOOKS AND RECORDS

The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the Corporation. The Board of Directors shall from time to time decide whether and to what extent and at what times and under what conditions and requirements the accounts and books of the Corporation, or any of them, except the stock book, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any books or documents of the Corporation, except as conferred by the laws of the State of Delaware or as authorized by the Board of Directors.

ARTICLE IX

STOCKHOLDER ACTION

Meetings of stockholders may be held within or without the State of Delaware as the By-laws of the Corporation may provide. Subject to the rights of the holders of any series of Preferred Stock, for so long as either the Corporation’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or the Corporation is required to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act with respect to the Corporation’s Common Stock, (A) any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected in lieu thereof by any consent in writing by such stockholders unless the action to be effected by written consent of the stockholders and the taking of such action by written consent have been approved in advance by a resolution adopted by the Board of Directors, and (B) special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary pursuant to a resolution adopted by a majority of the directors then in office, or by stockholders holding at least a majority of the issued and outstanding voting stock of the Corporation.

ARTICLE X

STOCKHOLDER VOTE REQUIRED

Article VII, Article IX and this Article X of this Certificate and Sections 2, 11 and 13 of Article II, Sections 2, 3, 4 and 5 of Article III, Article V and Article VIII of the By-laws of the Corporation shall not be altered, amended or repealed by, and no provision inconsistent therewith shall be adopted by, the stockholders without the affirmative vote of the holders of at least a majority of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors represented at a meeting of stockholders at which a quorum is present (as provided in the By-laws of the Corporation).

ARTICLE XI

INDEMNIFICATION

SECTION 1. Each person who is or was a director or officer of the Corporation shall be indemnified by the Corporation to the fullest extent permitted from time to time by the DGCL as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The indemnification rights and protections existing hereunder shall be a contract right and shall be provided to each person who is or was a director or officer of the Corporation at any time this Article XI is or was in effect, regardless of whether or not such person continues to serve in his or her capacity as a director or officer of the Corporation at the time such indemnification rights and protections are sought. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents (other than a director or officer) of the Corporation, to directors, officers, employees or agents of a subsidiary of the Corporation, and to each person serving as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at the request of the Corporation, with the same scope and effect as the foregoing indemnification of directors and officers of the Corporation. The Corporation shall be required to indemnify any person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors or is a proceeding to enforce such person’s claim to indemnification pursuant to the rights granted by this Certificate or otherwise by the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article XI. Any amendment or repeal of this Article XI shall not adversely affect any right or protection existing hereunder in respect of any act, omission, fact or circumstance occurring prior to such amendment or repeal.

SECTION 2. By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, to protect any director, officer, employee and agent of the Corporation, any director, officer, employee or agent of a subsidiary of the Corporation, and any person serving as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against any liability asserted against such person or incurred by such person in any such capacity or arising out of the person’s status as such (including, without limitation, expenses, judgments, fines and amounts paid in settlement) to the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended, and whether or not the Corporation would have the power or would be required to indemnify any such person under the terms of any agreement or by-law or the DGCL. For purposes of this Article XI, “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan.

SECTION 3. If this Article XI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article XI as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and

reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article XI to the fullest extent permitted by any applicable portion of this Article XI that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 4. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer or employee of the Corporation existing at the time of such repeal or modification.

ARTICLE XII
DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article XII shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act, omission, fact or circumstance occurring prior to such amendment or repeal.

If the DGCL shall be amended to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation, in addition to the circumstances in which he is not liable immediately prior to such amendment, shall be free of liability to the fullest extent permitted by the DGCL, as so amended.

ARTICLE XIII

BUSINESS COMBINATIONS

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

ARTICLE XIV

AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate in effect from time to time in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed on September , 2009.

	ECHO GLOBAL LOGISTICS, INC.


	By:
		David B. Menzel, Chief Financial Officer

Exhibit 3.4

AMENDED AND RESTATED BY-LAWS

ECHO GLOBAL LOGISTICS, INC.,

a Delaware Corporation

ARTICLE I

OFFICES

Section 1 . Registered Office . The address of the registered office of Echo Global Logistics, Inc. (the “Corporation”) in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Zip Code 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

MEETINGS OF STOCKHOLDERS

Section 1 . Place and Time of Meetings . An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. Unless otherwise directed by the Board of Directors, annual meetings of stockholders shall be held on a date not later than the end of the sixth (6 th ) calendar month after the conclusion of the Corporation’s fiscal year, unless a legal holiday, then on the first preceding regular business day. At the annual meeting, stockholders shall elect directors and conduct such other business as properly may be brought before the meeting pursuant to Article II, Section 11 hereof.

Section 2 . Special Meetings . Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary pursuant to a resolution adopted by a majority of directors then in office. The only matters that may be considered at any special meeting of the stockholders are the matters specified in the notice of the meeting.

Section 3 . Place of Meetings . The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is made, the place of meeting shall be the principal executive office of the Corporation.

Section 4 . Notice . Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary, and if mailed, such notice shall be deemed to be delivered and deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 . Stockholders List . The officer having charge of the stock ledger of the Corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or the principal executive office of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6 . Quorum . The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

Section 7 . Adjourned Meetings . When a meeting is adjourned to another time and/or place, notice need not be given of the adjourned meeting if the time and/or place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days (30), 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.

Section 8 . Vote Required . When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the

subject matter shall be the act of the stockholders, unless (i) by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question, or (ii) the subject matter is the election of directors, in which case Section 2 of Article III hereof shall govern and control the approval of such subject matter, or the amendment of any provision listed in Article VIII, in which case Article VIII hereof shall govern and control the approval of such subject matter.

Section 9 . Voting Rights . Except as otherwise provided by the General Corporation Law of the State of Delaware (the “DGCL”) or by the Certificate of Incorporation of the Corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10 . Proxies . Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11 . Business Brought Before a Meeting .

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) brought before the meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by a stockholder who (i) was a stockholder of record at the time of giving of notice provided for in this By-Law and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures and form requirements set forth in this By-Law as to such business; clause (3) shall be the exclusive means for a stockholder to submit business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of meeting) before a meeting of stockholders.

(b) For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c) To be in proper form, a stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (1) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Company, (D) any short interest in any security of the Company (for purposes of this By-Law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the

record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (2) as to the proposal the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 11 of Article II. The presiding officer of a meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with the provisions of this Section 11 of Article II; and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(d) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law; provided, however, that any references in these By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to proposals as to any other business to be considered pursuant to Section 11(a)(3) of this By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these By-Laws.

Section 12 . Abstentions and Broker Non-Votes . With respect to the election of directors, abstentions and broker non-votes shall not be counted either as votes for or against the election of any director but shall be counted to determine whether a quorum is present. With respect to any other matter, except as otherwise required by law, an abstention shall be counted as a vote against such matter, a broker non-vote shall not be counted either as a vote for or against such matter, and both shall be counted to determine whether a quorum is present.

Section 13 . No Written Consent . Subject to the rights of the holders of any series of preferred stock, from and after the date on which the common stock of the Corporation is initially registered pursuant to the Exchange Act, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected in lieu thereof by any consent in writing by such stockholders unless the action to be effected by written consent of the stockholders and the taking of such action by written consent have been approved in advance by a resolution adopted by the Board of Directors.

ARTICLE III

DIRECTORS

Section 1 . General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the Certificate of Incorporation and these By-Laws.

Section 2 . Number, Election and Term of Office . The number of directors which shall constitute the Board of Directors shall be such as from time to time shall be fixed by the Board of Directors in the manner as provided in these By-Laws and such number shall initially be eight (8), but in no event shall such number of directors be less than three (3) nor more than fifteen (15). The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors; provided, that, whenever the holders of any class or series of capital stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of the Certificate of Incorporation of the Corporation (including, but not limited to, for purposes of these By-Laws, pursuant to any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes of such class or series present in person or represented by proxy at the meeting and entitled to vote in the election of such directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 . Removal and Resignation . A director may be removed with or without cause by the holders of a majority of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class; provided, however, that if the holders of any class or series of capital stock are entitled to elect one or more directors pursuant to the provisions of the Certificate of Incorporation of the Corporation, such director or directors so elected may be removed without cause only by the vote of the holders of a plurality of the votes of such class or series present in person or represented by proxy at the meeting and entitled to vote in the removal of such directors. Any director may resign at any time upon written notice to the Corporation.

Section 4 . Vacancies . Vacancies and newly created directorships resulting from any increase in the total number of directors established by the Board of Directors pursuant to Section 2 of this Article III may be filled only by the affirmative vote of the majority of the total number of directors then in office, though less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term expiring at the succeeding annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. A director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein

provided. Whenever holders of any class or classes of capital stock or series thereof are entitled by the provisions of the Certificate of Incorporation to elect one or more directors, vacancies of directorships pertaining to such class or classes or series may only be filled by the affirmative vote of the majority of the total number of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If no such directors or director remains, then the vacancy or vacancies of directorships pertaining to such class or classes or series shall be filled by the affirmative vote of the majority of the total number of directors then in office, or by a sole remaining director.

Section 5 . Nominations .

(a) Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (1) pursuant to the Corporation’s notice of the meeting, (2) by or at the direction of the Board of Directors or (3) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in this By-Law and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures and form requirements set forth in this By-Law as to such nomination; clause (3) shall be the exclusive means for a stockholder to make nominations at meeting of stockholders.

(b) In order for a stockholder to nominate a person for election to the Board of Directors of the Corporation at a meeting of stockholders, such stockholder shall have delivered timely notice of such stockholder’s intent to make such nomination in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c) To be in proper form, a stockholder’s notice to the Secretary shall set forth (i) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, the information described in Section 11(c)(1) of Article II, and (ii) as to each person whom the stockholder proposes to nominate for election to the Board of Directors

(A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the Exchange Act if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 5 of Article III. The presiding officer of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 5 of Article III, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(d) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law; provided, however, that any references in these By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations to be considered pursuant to Section 5(a)(3) of this By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these By-Laws.

Section 6 . Annual Meetings . An annual meeting of the Board of Directors may be held without other notice at such time and at such place as shall, from time to time, be determined by resolution of the Board of Directors.

Section 7 . Other Meetings and Notice . Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or, upon the written request of at least a majority of the

directors then in office, by the Secretary of the Corporation on at least 24 hours notice to each director, either personally, by telephone, by mail or by electronic transmission.

Section 8 . Chairman of the Board; Quorum; Required Vote and Adjournment . The Board of Directors shall elect, by the affirmative vote of the majority of the total number of directors then in office, a Chairman of the Board, who shall preside at all meetings of the stockholders and the Board of Directors at which he or she is present. If the Chairman of the Board is not present at a meeting of the stockholders or the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of their members to so preside. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the Corporation’s Certificate of Incorporation or these By-Laws a different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9 . Committees . The Board of Directors may, by resolution passed by a majority of the total number of directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which to the extent provided in such resolution or these By-Laws shall have, and may exercise, the powers of the Board of Directors in the management and affairs of the Corporation, except as otherwise limited by law. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 10 . Committee Rules . Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 9 of this Article III, of such committee is or are absent or disqualified, 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 member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 11 . Communications Equipment . Members of the Board of Directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the

meeting pursuant to this Section 11 of Article III shall constitute presence in person at the meeting.

Section 12 . Waiver of Notice and Presumption of Assent . Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the Secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 13 . Action by Written Consent . Unless otherwise restricted by the Certificate of Incorporation, 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 or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1 . Number . The officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chairman of the Board, Chief Executive Officer, President, one or more Executive Vice Presidents or Vice-Presidents, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable; provided, however, that there shall always be at least (i) a chairman of the board, a vice-chairman of the board, a president or a vice president and (ii) a treasurer, a secretary, an assistant treasurer or an assistant secretary.

Section 2 . Election and Term of Office . The officers of the Corporation shall be appointed annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3 . Removal . Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors at its discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4 . Vacancies . Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

Section 5 . Compensation . Compensation of all officers shall be fixed by the Board of Directors (or a committee thereof), and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6 . 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 7 . 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 8 . The 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, 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 9 . Chief Operating Officer . The Chief Operating Officer of the Corporation shall, subject to the powers of the Board of Directors, the Chairman of the Board, the Chief Executive Officer and the President, have general and active management of the business of the

Corporation; and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Operating 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, the President or the Board of Directors or as may be provided in these By-Laws.

Section 10 . 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, the President or the Board of Directors or as may be provided in these By-Laws.

Section 11 . Vice-Presidents . The Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall, in the absence or disability of the President, act with all of the powers and be subject to all the restrictions of the President. The Vice-Presidents shall also perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or these By-Laws may, from time to time, prescribe. The Vice-Presidents may also be designated as Executive Vice-Presidents or Senior Vice-Presidents, as the Board of Directors may, from time to time, prescribe.

Section 12 . The Secretary and Assistant Secretaries . The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chairman of the Board’s supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or these By-Laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary may, from time to time, prescribe.

Section 13 . The Treasurer and Assistant Treasurer . The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer or the Board of Directors; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly

authorized, taking proper vouchers for such disbursements; and shall render to the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer and the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation; shall have such powers and perform such duties as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or these By-Laws may, from time to time, prescribe. The Assistant Treasurer, or if there are more than one, the Assistant Treasurers in the order determined by the Board of Directors shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Assistant Treasurers shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, Treasurer or these By-Laws may, from time to time, prescribe.

Section 14 . Other Officers, Assistant Officers and Agents . Officers, assistant officers and agents, if any, other than those whose duties are provided for in these By-Laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 15 . 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

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1 . Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The right to indemnification conferred in this Section 1 of Article V shall be a contract right and shall include the right to be

paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advance of expenses”); provided, however, that, if and to the extent that the DGCL requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of Article V or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to agents of the Corporation with the same scope and effect as the foregoing indemnification of directors, officers and employees.

Section 2 . Procedure for Indemnification . Any indemnification of a director, officer or employee of the Corporation or advance of expenses under Section 1 of this Article V shall be made promptly, and in any event within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days), upon the written request of the director, officer or employee. If a determination by the Corporation that the director, officer or employee is entitled to indemnification pursuant to this Article V is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnification, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days), the right to indemnification or advances as granted by this Article V shall be enforceable by the director, officer or employee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article V, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of agents for whom indemnification is provided pursuant to Section 1 of this Article V shall be the same procedure set forth in this Section 2 for directors, officers and employees, unless otherwise set forth in the action of the Board of Directors providing indemnification for such agent.

Section 3 . Service for Subsidiaries . Any person serving as a director, officer, employee or agent of a subsidiary of the Corporation shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 4 . Reliance . Persons who after the date of the adoption of this provision become or remain directors, officers or employees of the Corporation or who, while a director, officer or employee of the Corporation, become or remain a director, officer, employee or agent of a subsidiary of the Corporation, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article V in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article V shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 5 . Non-Exclusivity of Rights . The rights to indemnification and to the advance of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation or under any statute, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6 . Insurance . The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the Corporation 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 expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1 . Form . The shares of stock of the Corporation may be represented by certificates or uncertificated, as determined by the Board of Directors. Notwithstanding the foregoing, each holder of uncertificated shares shall be entitled, upon request, to a certificate representing such shares. Every holder of stock in the Corporation represented by a certificate shall be entitled to have the certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice-President and the Secretary, Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the Corporation or its employee or (2) by a registrar, other than the Corporation or its employee, the signature of any such Chairman of the Board, President, Vice-President, Secretary, Treasurer or Assistant Secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate

or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The Board of Directors may appoint a bank, trust company or other entity organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both, in connection with the transfer of any class or series of securities of the Corporation.

Section 2 . Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3 . Fixing a Record Date for Stockholder Meetings . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4 . Fixing a Record Date for Other Purposes . In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for

determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5 . Registered Stockholders . Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of capital stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VII

GENERAL PROVISIONS

Section 1 . Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation of the Corporation, 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 of the Corporation. 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 2 . 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 3 . 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 5 . Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and initially shall be the annual period ending on December 31 of each year.

Section 6 . Corporate Seal . The Board of Directors may provide a corporate seal which shall have inscribed thereon the name of the Corporation and such other information as the Board of Directors may deem necessary or convenient. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7 . Voting Securities Owned By Corporation . Voting securities in any other corporation held by the Corporation shall be voted by the Chairman of the Board, the Chief Executive Officer, the President or a Vice-President, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8 . Inspection of Books and Records . Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal executive office. The Corporation shall have a reasonable amount of time to respond to any such request.

Section 9 . 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 10 . Inconsistent Provisions . In the event that any provision of these By-Laws is or becomes inconsistent with any provision of the Certificate of Incorporation of the Corporation, the DGCL 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.

ARTICLE VIII

AMENDMENTS

These By-Laws may be amended, altered, or repealed and new By-Laws adopted at any meeting of the Board of Directors by the affirmative vote of the majority of the total number of directors then in office. Sections 2, 11 and 13 of Article II, Sections 2, 3, 4, and 5 of Article III, Article V and this Article VIII of these By-Laws shall not be altered, amended or repealed by, and no provision inconsistent therewith shall be adopted by, the stockholders without the affirmative vote of the holders of a majority of the issued and outstanding voting stock of the Corporation entitled to vote generally for election of directors represented at a meeting of stockholders at which a quorum is present (as provided in these By-Laws).

Exhibit 4.1

COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 27875T 10 1 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE, OF Echo Global Logistics, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile signatures of its duly authorized officers. Dated: ECHO PRESIDENT SECRETARY COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (New York, NY) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE COLORS SELECTED FOR PRINTING: Logo is for position only . Intaglio prints in SC-7 dark blue. COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF SPECIMEN ABnote North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: HOLLY GRONER 931-490-7660 PROOF OF: SEPTEMBER 10, 2009 ECHO GLOBAL LOGISTICS, INC. TSB 00221 OPERATOR: AP NEW

UNIF GIFT MIN ACT — Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) UNIF TRF MIN ACT — Custodian (until age ) (Cust) under Uniform Transfers (Minor) to Minors Act (State) Signature(s) Guaranteed: By THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: ECHO GLOBAL LOGISTICS, INC. A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Articles of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at its principal executive offices. THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. NOTICE: PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF ABnote North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: HOLLY GRONER 931-490-7660 PROOF OF: SEPTEMBER 10, 2009 ECHO GLOBAL LOGISTICS, INC. TSB 00221 OPERATOR: AP NEW

Exhibit 4.3

WAIVER OF INVESTOR RIGHTS

in connection with proposed initial public offering of Common Stock of

ECHO GLOBAL LOGISTICS, INC.

July 24, 2009

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, (iii) that certain Voting Agreement (the “ Voting Agreement ”), effective as of June 7, 2006, by and among the Company and the signatories thereto, (iv) the Amended and Restated Certificate of Incorporation of the Company (the “ Articles ”), and (v) the proposed initial public offering (the “ Offering ”) of shares of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”), which Common Stock shall be sold to a group of underwriters (the “ Underwriters ”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth 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 Stock 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 January 31, 2010, 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; provided, however, NEA shall retain its (a) right to participate in the Offering in the event that Underwriters elect to sell Common Stock pursuant to their over-allotment option, (b) right under Section 2.2(d) of the Investor Rights Agreement to sell at its discretion the NEA Minimum IPO Shares at the next subsequent secondary offering and (c) conversion rights under Section 5 of the Articles, (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 Section 2 of the ROFR Agreement with respect to any transfers of common stock, Series B Preferred Stock or Series D Preferred Stock of the Company from June 7, 2006 through and including January 31, 2010. If the Offering is not completed by January 31, 2010, the Registration Waiver shall terminate on its terms without further action by the Company or the undersigned. Each of the undersigned agrees that Winston & Strawn LLP shall act as the single special counsel to the Investors in connection with the Offering.

Pursuant to Section 1.2(b) of the Voting Agreement, the Board of Directors of the Company (the “ Board ”) is required to include (i) one (1) director designated by New Enterprise Associates and its affiliates (the “ NEA Director ”), and (ii) one (1) director designated by the Younes and Soraya Nazarian Revocable Trust (the “ Nazarian Director ”). Notwithstanding any other provision of the Voting Agreement to the contrary, each of the undersigned hereby acknowledges that the Board now consists of (i) Peter J. Barris, as the NEA Director, (ii) Anthony R. Bobulinski, as the Nazarian Director, and (iii) Samuel K. Skinner, John R. Walter, John F. Sandner, Eric P. Lefkofsky, Douglas R. Waggoner and Bradley A. Keywell.

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 of Investor Rights 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:	Representative

[Signature Page to Waiver of Investor Rights]

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

[Signature Page to Waiver of Investor Rights]

		SERIES D PREFERRED INVESTORS:


		YOUNES & SORAYA NAZARIAN REVOCABLE TRUST

		By:	/s/ Younes Nazarian
		Name:	Younes Nazarian
		Title:	Trustee


		YOUNES NAZARIAN 2006 ANNUITY TRUST

		By:	/s/ Sam Nazarian
		Name:	Sam Nazarian
		Title:	Trustee


		SORAYA NAZARIAN 2006 ANNUITY TRUST

		By:	/s/ David Nazarian
		Name:	David Nazarian
		Title:	Trustee


			/s/ Anthony R. Bobulinski
		Anthony R. Bobulinski


Acknowledged and agreed to
as of the date first written above:

ECHO GLOBAL LOGISTICS, INC.


By:	/s/ Douglas R. Waggoner
Name:	Douglas R. Waggoner
Title:	Chief Executive Officer

[Signature Page to Waiver of Investor Rights]

Exhibit 4.4

FORM OF RECAPITALIZATION AGREEMENT

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

WHEREAS, the Company’s outstanding capital stock consists of (i) 25,674,205 shares of Series A common stock, par value $0.0001 per share (the “ Series A Common Stock ”), of which 550,000 constitute shares of restricted Series A Common Stock, (ii) 125,000 shares of Series B preferred stock, par value $0.0001 per share (the “ Series B Preferred Stock ”) and (iii) 6,258,993 shares of Series D preferred stock, par value $0.0001 per share (the “ Series D Preferred Stock ,” and together with the Series A Common Stock and Series B Preferred Stock, the “ Company Stock ”);

WHEREAS, the holders of Company Stock own the respective number of shares set forth opposite their names on Exhibit A attached hereto, and the rights and preferences, among other things, of the Company Stock are set forth in the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate ”), filed with the Secretary of State of the State of Delaware (the “ Delaware SOS ”) on June 7, 2006;

WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-150514) (the “ Registration Statement ”) with the Securities and Exchange Commission relating to, and the board of directors (the “ Board ”) of the Company has previously authorized, an initial public offering (the “ Offering ”) of a newly designated class of the Company’s common stock, par value $0.0001 per share (the “ New Common ”), under the Securities Act of 1933, as amended (the “ Securities Act ”) by the Company (the “ Primary Shares ”) and certain stockholders (the “ Selling Stockholders ”) of the Company (the “ Secondary Shares ,” and together with the Primary Shares, the “ Offering Shares ”), which Offering Shares shall be sold to a group of underwriters (the “ Underwriters ”), for which Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC), William Blair & Company, LLC, Thomas Weisel Partners LLC, Barrington Research Associates, Inc. and Craig-Hallum Capital Group LLC (the “ Representatives ”), and any other underwriter agreed upon by the Company and the Representatives, shall act as the Representatives for resale of the Offering Shares to the public;

WHEREAS, in connection with the Offering, the Company intends to enter into an underwriting agreement (the “ Underwriting Agreement ”) by and among the Company, the Selling Stockholders and the Underwriters relating to the sale of the Offering Shares to the Representatives for resale to the public in the Offering;

WHEREAS, in connection with the Offering, the Stockholders desire to acknowledge, consent to, authorize and approve the automatic conversion of the Company Stock into fully paid and nonassessable shares of New Common (the “ Conversion ”), with each holder of Company Stock to receive the number of shares of New Common set forth opposite his, her or its name on Exhibit A attached hereto;

WHEREAS, in connection with the Initial Public Offering, the Stockholders desire to consent to, authorize and approve, immediately prior to the Conversion, a reverse stock split (the “ Reverse Stock Split ”), pursuant to which (i) every two (2) shares of issued and outstanding Series D Preferred Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Series D Preferred Stock of the same series as the original Series D Preferred Stock, (ii) every two (2) shares of issued and outstanding Series B Preferred Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Series B Preferred Stock of the same series as the original Series B Preferred Stock and (iii) every two (2) shares of issued and outstanding Common Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Common Stock of the same series as the original Common Stock, with the number of shares of Series D Preferred Stock, Series B Preferred Stock and Common Stock to be held by each Stockholder, after giving effect to the Reverse Stock Split, set forth opposite his, her or its name on Exhibit A attached hereto;

WHEREAS, the Conversion and the Reverse Stock Split shall be effected by filing Amendment No. 1 to the Certificate (the “ Certificate Amendment ”), substantially in the form attached hereto as Exhibit B , with the Delaware SOS on the Effective Date (as hereinafter defined);

WHEREAS, the Company shall subsequently file a Second Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as Exhibit C (the “ Restated Certificate ”), which shall amend and restate the Certificate, as amended by the Certificate Amendment;

WHEREAS, immediately after the Conversion and Reverse Stock Split, the former holders of Company Stock will own all of the issued and outstanding shares of New Common, and by executing this Agreement, the holders of Company Stock desire to acknowledge, consent to, authorize and approve (i) the Conversion, (ii) the Reverse Stock Split and (iii) filing of the Certificate Amendment and the Restated Certificate; and

WHEREAS, the Board has previously authorized and approved the Certificate Amendment and Restated Certificate and submitted both documents to the holders of Company Stock for their approval.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Authorization and Exchange .

(a) Certificate Amendment and Restated Certificate . The Board has previously authorized and approved the Certificate Amendment and Restated Certificate. The Certificate Amendment and Restated Certificate shall be filed and deemed effective on the

Effective Date (as hereinafter defined), which date shall be after the requisite percentage of the Stockholders have executed this Agreement and consented to the Certificate Amendment and Restated Charter.

(b) Authorization of the New Common . The Board has previously authorized the issuance of an aggregate of up to 100,000,000 shares of New Common, 16,068,665 of which will be issued to the Stockholders in exchange for all of the issued and outstanding shares of Company Stock (after giving effect to the Conversion and the Reverse Stock Split). The terms of the New Common are set forth in the Restated Certificate to be filed with the Delaware SOS, which shall be effective in accordance with the terms of this Agreement.

(c) Exchange of the Company Stock . On the Effective Date, the Company shall, upon the effectiveness of the Restated Certificate and subject to the terms and conditions set forth herein, issue to each Stockholder shares of New Common in exchange for his, her or its respective shares of Company Stock, which shares of Company Stock shall be cancelled immediately thereafter. Each Stockholder shall receive the number of shares of New Common set forth opposite his, her or its name on Exhibit A attached hereto (after giving effect to the Conversion and the Reverse Stock Split). Each Stockholder acknowledges and agrees that all certificates representing shares of Company Stock that are outstanding immediately prior to the Effective Date (the “ Original Certificates ”) shall, upon the Effective Date, be deemed to represent only the right to receive a replacement certificate (each, a “ Replacement Certificate ”) representing the applicable number of shares of New Common to be received on or after the Effective Date (after giving effect to the Conversion and the Reverse Stock Split). The Stockholders acknowledge and agree that, upon the issuance of the New Common in exchange for his, her or its respective shares of Company Stock, the Original Certificates shall be deemed cancelled without any further action on the part of the Company, any Stockholder or any other person or entity. Each Stockholder acknowledges and agrees that the Company shall not be obligated to deliver any Replacement Certificates until the closing of the Offering has occurred (including the sale of Secondary Shares in connection with the Offering, if any).

(d) Reverse Stock Split . On the Effective Date, immediately prior to the Conversion (i) every two (2) shares of issued and outstanding Series D Preferred Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Series D Preferred Stock of the same series as the original Series D Preferred Stock, (ii) every two (2) shares of issued and outstanding Series B Preferred Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Series B Preferred Stock of the same series as the original Series B Preferred Stock and (iii) every two (2) shares of issued and outstanding Common Stock shall, without any other action on the part of the Company, the Stockholders or any other person or entity, be reclassified and combined into one (1) fully paid and non-assessable share of Common Stock of the same series as the original Common Stock. The Stockholders acknowledge and agree that any Replacement Certificate representing the applicable number of shares of New Common to be received on or after the Effective Date as a result of the Conversion shall reflect such Reverse Stock Split, with the number of shares of Series D Preferred Stock, Series B Preferred Stock and Common Stock to be held by each

Stockholder, after giving effect to the Reverse Stock Split, set forth opposite his, her or its name on Exhibit A attached hereto.

(e) Deliveries by the Stockholders . At the Closing, each Stockholder shall, subject to the terms and conditions set forth herein:

(i) present and deliver to the Company the Original Certificate(s) duly endorsed for transfer to the Company; and

(ii) deliver the certificates, instruments and other documents required pursuant to this Agreement or as may be reasonably requested by the Company.

Notwithstanding the foregoing, the failure of any Stockholder to deliver any of the aforementioned documents shall not affect the consummation or validity of the Conversion or the Reverse Stock Split.

(f) Deliveries by the Company . At the Closing or as soon as practicable thereafter, the Company shall, subject to the terms and conditions set forth herein:

(i) subject to the receipt of each Stockholder’s Original Certificate(s), issue and deliver, or cause the Company’s transfer agent to deliver, to each Stockholder the Replacement Certificate(s) evidencing the shares of New Common (after giving effect to the Conversion, the Reverse Stock Split and any sale of Secondary Shares in connection with the Offering) to be issued by the Company to each Stockholder, executed and registered in each such Stockholder’s name or such Stockholder’s nominee’s name, as the case may be; and

(ii) deliver the certificates, instruments and other documents required pursuant to this Agreement.

(g) The Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois, and the Certificate Amendment and the Restated Certificate shall each be filed with the Delaware SOS, in each case, immediately prior to the execution of the Underwriting Agreement by the Company, the Selling Stockholders and the Underwriters (the “ Effective Date ”), or at such other place or time as may be reasonably designated by the Company.

Section 2. Dividend Payments . Immediately upon the closing of the Offering, the Company shall pay on a pro rata basis:

(i) $[31,000] in cash, representing all accrued and unpaid dividends through the Effective Date, to the holders of shares of Series B Preferred Stock; and

(ii) $[3,300,000] in cash, representing all accrued and unpaid dividends through the Effective Date, to the holders of shares of Series D Preferred Stock.

Upon receipt of the payments set forth above, each of the holders of shares of Series B Preferred Stock and Series D Preferred Stock acknowledge and confirm that no other payments will be due to such holders from the Company pursuant to the Certificate, the Certificate Amendment, the agreements set forth in Section 6 hereof, or any other document or agreement, including any preference payments, payments relating to accrued but unpaid dividends or otherwise.

Section 3. Representations and Warranties of the Company . As a material inducement to the Stockholders to enter into this Agreement and to exchange their shares of Company Stock for shares of New Common hereunder, the Company represents and warrants that:

(a) Organization; Authorization; Enforceability . The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby and thereby to which the Company is a party, the Certificate Amendment and the Restated Certificate have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(b) No Violation . The execution and delivery by the Company of this Agreement, the issuance of shares of New Common in the Offering, the Certificate Amendment, the Restated Certificate and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets pursuant to, (iv) result in a violation of or (v) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Certificate, or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or by which any of its properties are bound, other than as expressly contemplated in such agreements described above and other than those made and obtained.

(c) Capital Stock and Related Matters . As of the Closing and immediately thereafter, the authorized capital stock of the Company shall consist of 100,000,000 shares of New Common, of which approximately 32,058,198 shares shall be issued and outstanding (subject to the Stock Split), and 2,500,000 shares of preferred stock, par value $0.0001 per share (none of which shall be issued and outstanding). There are no statutory or contractual preemptive rights or rights of refusal with respect to the issuance of New Common hereunder which have not been waived or terminated in connection with the Offering, or otherwise. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the New Common hereunder does not require registration under the Securities Act or any applicable state securities laws.

Section 4. Representations and Warranties of the Stockholders . Each of the Stockholders hereby represents and warrants to the Company that, with respect to such Stockholder:

(a) Organization; Authorization; Enforceability . If such Stockholder is an incorporated entity, limited liability company or partnership, such Stockholder has been duly incorporated or organized, as applicable, and is validly existing and in good standing under the laws of its respective state of incorporation or formation. The execution, delivery and performance of this Agreement, and all other agreements contemplated hereby and thereby to which such Stockholder is a party, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, and, if such Stockholder is an incorporated entity, limited liability company or partnership, have been duly authorized by such Stockholder.

(b) No Violation . Neither the execution or the delivery of this Agreement and all other documents contemplated hereby to which such Stockholder is a party, nor the consummation of the transactions contemplated hereby and thereby, will (a) conflict with, result in a breach of any of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the provisions of the certificate of incorporation or bylaws of such Stockholder (where such Stockholder is an incorporated entity), the certificate of formation or limited liability company agreement of such Stockholder (where such Stockholder is a limited liability company), the certificate of formation or partnership agreement of such Stockholder (where such Stockholder is a partnership) or any law, statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which such Stockholder is subject or to which any his, her or its properties are bound.

(c) Ownership . Such Stockholder (a) prior to the date hereof, was the unconditional and beneficial owner of the Company Stock set forth opposite his, her or its name on Exhibit A attached hereto, was entitled to full possession of such Company Stock, had full right, power and authority to sell, assign, transfer (subject to any applicable restrictions on transfer) and deliver the Company Stock and was entitled to be reflected as the record owner of the Company Stock in the share registry of the Company, (b) on the date hereof, owns the Company Stock being exchanged by such Stockholder pursuant to this Agreement free and clear of any restrictions on transfer, claims, taxes, liens, charges, encumbrances, pledges, security interests, options, warrants, rights, contracts, calls, commitments, equities and demands, except for applicable restrictions on transfer under securities laws, and is entitled to be reflected as the record owner of the Company Stock in the share registry of the Company. No other person or entity has an interest in, to or respecting the Company Stock held by such Stockholder, and no other person or entity will have an interest in the shares of New Common to be received by such Stockholder in connection with the Conversion.

(d) Litigation . (a) No action, suit, claim, proceeding or investigation is pending against such Stockholder with respect to its ownership of the Company Stock, at law or in equity, before or by any governmental or regulatory authority, (b) such Stockholder is not

involved in any pending arbitration proceeding relating to its ownership of the Company Stock and (c) no governmental inquiry is pending or, to such Stockholder’s knowledge, is threatened against such Stockholder or any other person or entity with respect to such Stockholder’s ownership of or right to assign the Company Stock.

(e) Brokers . Such Stockholder has neither directly or indirectly dealt with anyone acting in the capacity of a finder or broker nor incurred any obligations for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement.

Section 5. Covenants .

(a) Legend . The Company and the Stockholders agree that the certificates evidencing the shares of New Common registered in the name of the Stockholders or any transferee or assignee of the Stockholders shall be imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF 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.

(b) Expenses . Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Company, unless otherwise expressly provided.

(c) Filings . Each party hereto will make or cause to be made all such filings and submissions under the laws and regulations applicable to such party, if any, as may be required of such party, for the consummation of the transactions contemplated by this Agreement.

(d) Further Assurances . Subject to the terms and conditions herein provided, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, legal or otherwise, to consummate and make effective the transactions contemplated by this Agreement. The Stockholders hereby consent to the taking by the Company of all actions necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

Section 6. Prior Agreements .

(a) Right of First Refusal and Co-Sale Agreement . The Stockholders acknowledge and agree that, upon the closing of the Offering, pursuant to Section 6.5(a) of the Echo Global Logistics, Inc. Right of First Refusal and Co-Sale Agreement (the “ Co-Sale Agreement ”), effective as of June 7, 2006 by and among the Company, the Investors (as defined therein) and the Subject Holders (as defined therein), the Co-Sale Agreement shall be terminated and be of no further force and effect. The Stockholders waive all rights that they may have, including, without limitation, any rights of first refusal or co-sale rights, pursuant to the Co-Sale Agreement from and after the date hereof.

(b) Voting Rights Agreement . The Stockholders acknowledge and agree that, upon the closing of the Offering, pursuant to Section 2.1(a) of the Echo Global Logistics, Inc. Voting Agreement (the “ Voting Agreement ”), effective as of June 7, 2006 by and among the Company, the Common Holders (as defined therein) and the Investors (as defined therein), the Voting Agreement shall be terminated and be of no further force and effect. The Stockholders waive all rights that they may have pursuant to the Voting Agreement from and after the date hereof.

(c) Investor Rights Agreement . The Stockholders acknowledge and agree that, upon the closing of the Offering, pursuant to the Echo Global Logistics, Inc. Investor Rights Agreement (the “ Investor Rights Agreement ”), effective as of June 7, 2006 by and among the Company and the Investors (as defined therein), (i) the covenants of the Company contained in Section 3 of the Investor Rights Agreement (other than Sections 3.3, 3.8 and 3.10) shall terminate and be of no further force and effect, and (ii) the rights of first refusal established by Section 4 of the Investor Rights Agreement shall terminate and be of no further force and effect. The Stockholders waive the rights set forth above, including, without limitation, any rights to cause the Company to register their shares of New Common in connection with the filing of the Registration Statement, from and after the date hereof.

(d) Management Rights . New Enterprise Associates 12, Limited Partnership and NEA Ventures 2006, Limited Partnership (collectively, “ NEA ”) acknowledge and agree that, upon the closing of the Offering, pursuant to that certain letter agreement (the “ Management Rights Letter ”), dated June 7, 2006 by and between the Company and NEA, the contractual management rights granted to NEA therein shall be terminated and be of no further force and effect.

(e) Waiver of Notice . The Stockholders hereby waive all rights relating to the Company’s compliance with the notice provisions set forth in the Co-Sale Agreement, Voting Agreement and Investor Rights Agreement that may arise with respect to the shares of New Common to be offered in the Offering, including, without limitation, shares of New Common being offered and sold by the Selling Stockholders.

(f) Agreement to Delay Payments . In connection with the Certificate Amendment, the holders of shares of Preferred Stock hereby agree to delay any payments due to such holders from the Company pursuant to the Certificate, including any preference payments,

payments relating to any accrued but unpaid dividends or otherwise, until the closing of the Offering.

(g) Acknowledgement of Adjustment . The Stockholders acknowledge and agree that the shares of Company Stock set forth in Exhibit A attached hereto have been adjusted in accordance with Section 5(i) of the Certificate, and the applicable Stockholders hereby waive any and all other rights relating to the Company’s compliance with Section 5(i) of the Certificate.

(h) Secondary Shares . The Stockholders acknowledge and agree that the Secondary Shares, if any, shall be issued in uncertificated form.

(i) Fractional Shares . The Stockholders acknowledge and agree that no fractional shares of Company Stock shall be issued by reason of the Reverse Stock Split, and any such fractional shares resulting from the Reverse Stock Split shall be rounded down to the nearest whole share.

Section 7. Miscellaneous .

(a) Unified Agreement . The parties intend that the provisions hereof constitute a unified agreement, and that although certain events shall occur on different dates or at different times, it is the intention of the parties that none of the transactions be given permanent effect unless the Offering shall have been consummated.

(b) Rescission . The parties hereto agree that, if the closing of the Offering has not occurred on or prior to January 31, 2010, (i) the transactions effected pursuant to this Agreement shall be rescinded in their entirety, (ii) the deliveries made pursuant to Sections 1(e) and 1(f) hereof shall be reversed and the parties hereto shall be returned to their respective positions immediately prior to the Effective Date and (iii) any rights or obligations of the parties under this Agreement shall be terminated, and, without limitation, the Company may take such actions as necessary to re-establish the capital structure of the Company as in effect prior to the transactions effected pursuant to this Agreement. At any time prior to the effectiveness of the Conversion, the Board may abandon the Conversion without further action by the stockholders of the Company.

(c) Exemption from Registration . Each Stockholder understands that the acquisition of New Common pursuant to the Conversion is intended to be exempt from registration under the Securities Act, including as a transaction exempt from registration pursuant to Section 3(a)(9) thereof.

(d) Specific Enforcement . The parties acknowledge the unique nature of the provisions hereof, and agree that damages in the event of breach would be both difficult to calculate and an inadequate remedy. Consequently, in the event of breach, and in addition to recovering any provable damages and reimbursement of any legal fees, the injured party shall be entitled to equitable relief, including specific performance.

(e) Survival of Representations and Warranties . All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby, regardless of any investigation made by any Stockholder or on its behalf or the Company or on its behalf.

(f) Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Counterparts . This Agreement may be executed in counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original as against the party whose signature appears thereon and each of which together shall constitute one and the same instrument.

(h) Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

(i) Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, assigns, heirs and legal representatives of the parties hereto whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement which are for any Stockholder’s benefit as a Stockholder or holder of New Common are also for the benefit of, and enforceable by, any subsequent holder of such New Common.

(j) Governing Law . This Agreement shall be subject to the laws of the State of Delaware without regard to principles of conflicts of law.

(k) Waiver of Jury Trial . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH, ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

(l) No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(m) Legal Counsel . Each party hereby agrees and acknowledges that it has had full opportunity to consult with counsel and tax advisors of its selection in connection with the preparation and negotiation of this Agreement.

(n) No Third Party Rights . No person or entity not a signatory hereto shall have any rights as a third party beneficiary to this Agreement, or to enforce the provisions hereof on behalf of any signatory.

(o) Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or telecopied to the recipient. Such notices, demands and other communications shall be sent to each Stockholder at the address indicated next to such party’s name on the signature pages hereto or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

(p) Entire Agreement . This Agreement, including the exhibits hereto, embody the entire agreement and understanding of the parties hereto in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such transactions.

(q) Tax Treatment . The parties hereto intend that the transactions contemplated by this Agreement shall be treated as a tax-free recapitalization pursuant to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and this Agreement constitutes a “plan of reorganization.” Each of the parties hereto shall file all tax returns in a manner consistent with the foregoing.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

Exhibit 5.1

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

September 16, 2009

Echo Global Logistics, Inc.

600 West Chicago Avenue

Suite 725

Chicago, IL 60654

Re: Form S-1 Registration Statement (Registration No. 333-150514)

Ladies and Gentlemen:

We have acted as special counsel to Echo Global Logistics, Inc., a Delaware corporation (the “ Company ”), in connection with the Company’s registration statement on Form S-1 (Registration No. 333-150514) initially filed with the Securities and Exchange Commission (the “ Commission ”) on April 30, 2008, as amended to date (the “ Registration Statement ”), under the Securities Act of 1933, as amended (the “ Securities Act ”). The Registration Statement relates to the registration of the offer and sale (after giving effect to the recapitalization of the Company described in the Registration Statement (the “ Recapitalization ”)) of up to 6,555,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”). The Company will offer and may sell up to 5,700,000 of such shares of Common Stock pursuant to the Registration Statement (the “ Primary Shares ”) and up to 855,000 of such shares of Common Stock may be offered and sold by certain selling stockholders to cover over-allotments pursuant to the Registration Statement (the “ Option Shares ”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinion, including the Second Amended and Restated Certificate of Incorporation of the Company (the “ Restated Certificate ”), to be filed with the Secretary of State of the State of Delaware prior to the sale of the Primary Shares and the Option Shares. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed by parties (other than the Company), we have assumed that such parties had the power, corporate or other, to enter into and perform all

obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, and assuming the completion of the Recapitalization, we are of the opinion that:

1. Upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the Primary Shares will be duly authorized, and, when the Registration Statement becomes effective under the Securities Act, and when appropriate certificates representing the Primary Shares are duly countersigned and registered by the Company’s transfer agent and delivered to the Company’s underwriters against payment of the agreed consideration therefor in accordance with the underwriting agreement, the Primary Shares will be validly issued, fully paid and nonassessable.

2. Upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the Option Shares will be duly authorized and will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon and limited to the General Corporation Law of the State of Delaware, as amended . We express no opinion herein as to any other laws, statutes, regulations or ordinances.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

	Very truly yours,

	/s/ Winston & Strawn LLP

Exhibit 10.2

AMENDED AND RESTATED ECHO GLOBAL LOGISTICS, INC.

2008 STOCK INCENTIVE PLAN

AMENDED AND RESTATED

ECHO GLOBAL LOGISTICS, INC. 2008 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

		Page

Article 1.	Establishment, Objectives and Duration	1
Article 2.	Definitions	1
Article 3.	Administration	7
Article 4.	Shares Subject to the Plan and Maximum Awards	8
Article 5.	Eligibility and Participation	10
Article 6.	Options	10
Article 7.	Stock Appreciation Rights	13
Article 8.	Restricted Stock and Restricted Stock Units	14
Article 9.	Performance Shares	15
Article 10.	Other Stock Awards	16
Article 11.	Performance Measures	16
Article 12.	Beneficiary Designation	17
Article 13.	Deferrals and Code Section 409A	17
Article 14.	Rights of Participants	19
Article 15.	Amendment, Modification and Termination	20
Article 16.	Nontransferability of Awards	20
Article 17.	Withholding	21
Article 18.	Indemnification	22
Article 19.	Successors	22
Article 20.	Breach of Restrictive Covenants	22
Article 21.	Legal Construction	22

AMENDED AND RESTATED
ECHO GLOBAL LOGISTICS, INC. 2008 STOCK INCENTIVE PLAN

Article 1. Establishment, Objectives and Duration

1.1 Establishment of the Plan. Echo Global Logistics , Inc., a Delaware corporation, hereby establishes this Amended and Restated Echo Global Logistics , Inc. 2008 Stock Incentive Plan (the “Plan”) as set forth herein. Capitalized terms used but not otherwise defined herein will have the meanings given to them in Article 2. The Plan permits the grant of Nonstatutory Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, and other Stock Awards. In addition, the Plan provides the opportunity for the deferral of the payment of salary, bonuses and other forms of incentive compensation in accordance with Section 409A.

The Plan, which has been approved by the Board of Directors and subsequently amended and restated by the Committee, subject to the approval of the Company’s stockholders, is to be effective upon the consummation of the Company’s Initial Public Offering and will remain in effect as provided in Section 1.3 hereof.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of Participants to those of Company stockholders, and by providing Participants with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest, and special effort the successful conduct of its business is largely dependent.

1.3 Duration of the Plan. The Plan will commence on the Effective Date, as described in Article 2, and will remain in effect, subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Article 15, until all Shares subject to it pursuant to Article 4 have been issued or transferred according to the Plan’s provisions. In no event may an Award be granted under the Plan on or after the tenth annual anniversary of the Effective Date.

1.4 Plan Merger. The Company’s Echo Global Logistics, LLC 2005 Stock Option Plan shall be merged into this Plan as of the Effective Date. Except with respect to rights that may be protected under prior award agreements, stock or unit options awarded and equity interests authorized for awards under the Prior Plan shall be governed by, and available under, the terms of this Plan.

Article 2. Definitions

Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word is capitalized:

“Affiliate” means (a) for purposes of Incentive Stock Options, any corporation that is a Parent or Subsidiary of the Company, and (b) for all other purposes hereunder, an entity that is (directly or indirectly) controlled by, or controls, the Company.

“Award” means, individually or collectively, a grant under this Plan to a Participant of Nonstatutory Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and other Stock Awards.

“Award Agreement” means an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award or Awards granted to the Participant or the terms and provisions applicable to an election to defer compensation under Section 8.2.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Cause” shall have the meaning set forth in any employment, consulting, or other written agreement between the Participant and the Company or an Affiliate. If there is no employment, consulting, or other written agreement between the Participant and the Company or an Affiliate, or if such agreement does not define “Cause,” then “Cause” shall have the meaning specified by the Committee in connection with the grant of any Award; provided, that if the Committee does not so specify, “Cause” shall mean the Participant’s:

(a) willful neglect of or continued failure to substantially perform his or her duties with or obligations for the Company or an Affiliate in any material respect (other than any such failure resulting from his or her incapacity due to physical or mental illness);

(b) commission of a willful or grossly negligent act or the willful or grossly negligent omission to act that causes or is reasonably likely to cause material harm to the Company or an Affiliate; or

(c) commission or conviction of, or plea of nolo contendere to, any felony or any crime materially injurious to the Company or an Affiliate.

An act or omission is “willful” for this purpose if it was knowingly done, or knowingly omitted, by the Participant in bad faith and without reasonable belief that the act or omission was in the best interest of the Company or an Affiliate. Determination of Cause shall be made by the Committee in its sole discretion, and may be applied retroactively if, after the Participant terminates Service, it is discovered that Cause occurred during Participant’s Service.

“Change in Control” means the occurrence of any one or more of the following:

(a) An effective change of 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, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) by any Incumbent Stockholders (as defined below);

(b) Any person or persons acting as a group (in each case, other than any Incumbent Stockholders) 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 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 section, 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.

For purposes of this definition of Change in Control, the term “Incumbent Stockholders” shall include each and every one of the following: 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, Younes and Soraya 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 or successors. 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.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean the Compensation Committee of the Board of Directors, the composition of which shall at all times satisfy the provisions of Code Section 162(m) and shall consist of at least two directors who are “independent directors” within the meaning of the marketplace rules of The NASDAQ Stock Market and “non-employee directors” within the meaning of Exchange Act Rule 16b-3.

“Company” means Echo Global Logistics , Inc., a Delaware corporation, and any successor thereto as provided in Article 19.

“Consultant” means any person, including an advisor, engaged by the Company or an Affiliate to render services to such entity and who is not a Director or an Employee.

“Director” means any individual who is a member of the Board of Directors.

“Disability” shall mean:

(a) A physical or mental condition that would qualify a Participant for a disability benefit under the long-term disability plan of the Company applicable to him or her;

(b) If the Participant is not covered by such a long-term disability plan, disability as defined for purposes of eligibility for a disability award under the Social Security Act;

(c) When used in connection with the exercise of an Incentive Stock Option following termination of employment, disability within the meaning of Code Section 22(e)(3); or

(d) Such other condition as may be determined by the Committee to constitute “disability” under Section 409A.

“Effective Date” means the date of the consummation of the Company’s Initial Public Offering, subject to the approval of the Plan by the Company’s stockholders.

“Employee” means any person employed by the Company or an Affiliate in a common law employee-employer relationship. A Participant shall not cease to be an Employee for purposes of this Plan in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or among the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the one hundred and eighty-first (181st) day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

“Fair Market Value” of a Share on any given date shall be determined by the Committee as follows:

(a) If the Share is listed for trading on The NASDAQ Stock Market (NASDAQ) or one or more other national securities exchanges, the last reported sales price on the NASDAQ or such other exchange on the date in question, or if such Share shall not have been traded on the NASDAQ or such other exchange on such date, the last reported sales price on the NASDAQ or such other exchange on the first day prior thereto on which such Share was so traded;

(b) If the Share is not listed for trading, by any means determined fair and reasonable by the Committee, which determination shall be final and binding on all parties; or

(c) Where the Participant pays the Exercise Price and/or any related withholding taxes to the Company by tendering Shares issuable to the Participant upon exercise of an Option, the actual sale price of the Shares.

“Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422.

“Initial Public Offering” or “IPO” means an initial public offering of the Company’s Shares pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.

“Nonstatutory Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 that is not intended to meet the requirements of Code Section 422.

“Option” means an Incentive Stock Option or a Nonstatutory Stock Option, as described in Article 6.

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

“Participant” means an Employee, Consultant or Director who the Committee has selected to participate in the Plan pursuant to Section 5.2 and who has an Award outstanding under the Plan.

“Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m) and any regulations promulgated thereunder.

“Performance Period” means the time period during which performance objectives must be met in order for a Participant to earn Performance Shares granted under Article 9.

“Performance Share” means an Award of Shares with an initial value equal to the Fair Market Value of a Share on the date of grant, which is based on the Participant’s attainment of certain performance objectives specified in the Award Agreement, as described in Article 9.

“Personal Leave” means a leave of absence as described in Section 5.3.

“Plan” means the Echo Global Logistics , Inc. 2008 Stock Incentive Plan, as set forth in this document, and as amended from time to time.

“Prior Plan” means the Echo Global Logistics LLC 2005 Stock Option Plan. The Prior Plan shall be merged into this Plan as of the Effective Date and stock or unit options awarded and equity interests authorized for award under the Prior Plan shall be governed by, and available under, the terms of this Plan.

“Restriction Period” means the period during which the transfer of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance objectives, or the occurrence of other events as determined by the Committee, in its sole discretion) or the Restricted Stock is not vested.

“Restricted Stock” means a contingent grant of Shares awarded to a Participant pursuant to Article 8. The Shares awarded to the Participant will vest over the Restriction Period and according to the time-based or performance-based criteria specified in the Award Agreement.

“Restricted Stock Unit” or “RSU” means a notional account established pursuant to an Award granted to a Participant, as described in Article 8, that is (a) valued solely by reference to Shares, (b) subject to restrictions specified in the Award Agreement, and (c) payable in cash or in Shares (as specified in the Award Agreement). The RSUs awarded to the Participant will vest according to the time-based or performance-based criteria specified in the Award Agreement.

“Section 409A” means Code Section 409A and any applicable regulations or interpretive authority thereunder.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor act thereto.

“Service” means the provision of services to the Company or an Affiliate in the capacity of (i) an Employee, (ii) a Director, or (iii) a Consultant. For purposes of this Plan, the transfer of an Employee from the Company to an Affiliate, from an Affiliate to the Company or from an Affiliate to another Affiliate shall not be a termination of Service. However, if the Affiliate for which an Employee, Director or Consultant is providing services ceases to be an Affiliate of the Company due to a sale, transfer or other reason, and the Employee, Director or Consultant ceases to perform services for the Company or any Affiliate, the Employee, Director or Consultant shall incur a termination of Service.

“Shares” means the shares of common stock, $0.0001 par value of the Company, or any successor or predecessor equity interest in the Company.

“Stock Appreciation Right” or “SAR” means an Award of the contingent right to receive Shares or cash, as specified in the Award Agreement, in the future, based on the value, or the appreciation in the value, of Shares, pursuant to the terms of Article 7.

“Stock Award” means an Award of Shares pursuant to the terms of Article 10.

“Subsidiary” means a “subsidiary corporation” whether now or hereafter existing, as defined in Code Section 424(f).

“Vested” means, with respect to an Option, that such Option has become fully or partly exercisable; provided, however, that notwithstanding its status as a Vested Option, an Option shall cease to be exercisable pursuant to (and while exercisable shall be subject to) such terms as are set forth herein and in the relevant Award Agreement. Similarly, terms such as “Vest,” “Vesting,” and “Unvested” shall be interpreted accordingly.

Article 3. Administration

3.1 The Committee. The Plan will be administered by the Committee, or by any other committee appointed by the Board whose composition satisfies the “nonemployee director” requirements of Rule 16b-3 under the Exchange Act and the regulations of Rule 16b-3 under the

Exchange Act, the “independent director” requirements of the marketplace rules of The NASDAQ Stock Market, and the “outside director” provisions of Code Section 162(m), or any successor regulations or provisions.

3.2 Authority of the Committee. Except as limited by law and subject to the provisions of this Plan, the Committee will have full power to: select Employees, Directors and Consultants to participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 15) amend the terms and conditions of any outstanding Award to the extent they are within the discretion of the Committee as provided in the Plan. Further, the Committee will make all other determinations that may be necessary or advisable to administer the Plan. As permitted by law and consistent with Section 3.1, the Committee may delegate some or all of its authority under the Plan, including to an officer of the Company to designate the Employees (other than such officer himself or herself) to receive Options and to determine the number of Shares subject to the Options such Employees will receive.

The duties of the Committee or its delegatee shall also include, but shall not be limited to, making disbursements and settlements of Awards, creating trusts, and determining whether to defer or accelerate the vesting of, or the lapsing of restrictions or risk of forfeiture with respect to, Options, Restricted Stock and Restricted Stock Units, and Stock Appreciation Rights. Subject only to compliance with the express provisions of the Plan, the Committee or its delegatee may act in its, his, or her sole and absolute discretion in performing the duties specifically set forth in the preceding sentence and other duties under the Plan.

3.3 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan will be final, conclusive and binding on all persons, including, without limitation, the Company, its Board of Directors, its stockholders, all Affiliates, Employees, Participants and their estates and beneficiaries.

3.4 Change in Control. In the event of a Change in Control, the Committee shall have the discretion to accelerate the vesting of Awards, eliminate any restrictions applicable to Awards, deem the performance measures to be satisfied, or take such other action as it deems appropriate, in its sole discretion.

Article 4. Shares Subject to the Plan and Maximum Awards

4.1 Number of Shares Available for Awards.

(a) Subject to adjustment as provided below and in Sections 4.2 and 4.3, the maximum number of Shares that may be issued or transferred to Participants under the Plan will be 1,500,000 (prior to giving effect to the Company’s one for two reverse stock split) . The maximum number of Shares that may be issued or transferred to Participants as Incentive Stock Options is 1,000,000. Except during any private-to-public transition period during which Section 162(m) does not apply (such as that described in Treas. Reg. § 1.162-27(f)), the maximum number of Shares and Share equivalent units that may be granted during any calendar year to any one Participant under all types of Awards

available under the Plan is 1,000,000 (on an aggregate basis); the foregoing limit will apply whether the Awards are paid in Shares or in cash. All limits described in this Section 4.1(a) are subject to adjustment as provided in Section 4.3.

(b) The Prior Plan shall be merged into and continued in the form of this Plan as of the Effective Date. Awards made and Shares awarded under the Prior Plan prior to the Effective Date, which remain outstanding on the Effective Date, plus any Shares available for grant under the Prior Plan (including Shares subject to prior awards that expire unexercised or that are forfeited, terminated or canceled and Shares that are surrendered or withheld from any award under such Prior Plan to satisfy a participant’s tax withholding) shall be governed by and available under the terms of this Plan, but shall not count against the number of Shares authorized under the first sentence of Section 4.1(a) above to the extent Shares remain available for issuance under the Prior Plan. To the extent that Awards are granted under the Prior Plan in excess of the number of Shares available for issuance under the Prior Plan, such Awards will be available for issuance under this Plan and will count against the number of Shares authorized under the first sentence of Section 4.1(a) above. No additional awards will be made under the Prior Plan on or after the Effective Date.

4.2 Lapsed Awards. Any Shares (a) subject to an Award under the Plan that, after the Effective Date, are forfeited, canceled, settled or otherwise terminated without a distribution of Shares to a Participant; or (b) delivered by attestation to, or withheld by, the Company in connection with the exercise of an Option awarded under the Plan or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Plan will thereafter be deemed to be available for Award.

4.3 Adjustments in Authorized Shares.

(a) In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, split-up, share combination, or other such change in the corporate structure of the Company affecting the Shares, such adjustment shall be made in the number and class of Shares which may be delivered under the Plan, and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights and provided that the number of Shares subject to any Award shall always be a whole number.

(b) Fractional Shares resulting from any adjustment in Awards pursuant to this section may be settled in cash or otherwise as the Committee determines. The Company will give notice of any adjustment to each Participant who holds an Award that has been adjusted and the adjustment (whether or not that notice is given) will be effective and binding for all Plan purposes.

Article 5. Eligibility and Participation

5.1 Eligibility. An Employee shall be deemed eligible for participation upon such Employee’s first day of employment. Additionally, non-Employee Directors and Consultants and/or their representatives who are chosen from time to time at the sole discretion of the Committee to receive one or more Awards are also eligible to participate in the Plan.

5.2 Actual Participation. Subject to the provisions of the Plan, the Committee will, from time to time, select those Employees, non-Employee Directors and Consultants to whom Awards will be granted, and will determine the nature and amount of each Award.

5.3 Personal Leave Status.

(a) Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, reserves the right to designate a Participant’s leave of absence as “Personal Leave.” No Options shall be granted to a Participant during Personal Leave. A Participant’s Unvested Options shall remain Unvested during such Personal Leave and the time spent on such Personal Leave shall not count towards the Vesting of such Options. A Participant’s Vested Options that may be exercised pursuant to Section 6.6 hereof shall remain exercisable upon commencement of Personal Leave until the earlier of (i) a period of one year from the date of commencement of such Personal Leave; or (ii) the remaining exercise period of such Options. Notwithstanding the foregoing, if a Participant returns to the Company from a Personal Leave of less than one year and the Participant’s Options have not lapsed, the Options shall remain exercisable for the remaining exercise period as provided at the time of grant and subject to the conditions contained herein.

(b) The Committee, in its sole discretion, may waive or alter the provisions of this Section 5.3 with respect to any Participant. The waiver or alteration of such provisions with respect to any Participant shall have no effect on any other Participant.

Article 6. Options

6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, non-Employee Directors and Consultants in the number, and upon the terms, and at any time and from time to time, as determined by the Committee.

6.2 Award Agreement. Each Option grant will be evidenced by an Award Agreement that specifies the Exercise Price, the duration of the Option, the number of Shares to which the Option pertains, the manner, time and rate of exercise or Vesting of the Option, and such other provisions as the Committee determines. The Award Agreement will also specify whether the Option is intended to be an ISO or an NQSO.

6.3 Exercise Price. The Exercise Price for each Share subject to an Option will be determined by the Committee; provided, however, that the exercise price of Incentive Stock Options shall in all cases be equal or greater to the Fair Market Value on the date the Option is granted.

6.4 Duration of Options. Each Option will expire at the time determined by the Committee at the time of grant, but no later than the tenth anniversary of the date of its grant.

6.5 Dividend Equivalents. The Committee may, but will not be required to, provide under an agreement for payments in connection with Options that are equivalent to dividends declared and paid on the Shares underlying the Options prior to the date of exercise. Such dividend equivalent agreement shall be separate and apart from the Award Agreement and shall be designed to comply separately with Section 409A.

6.6 Exercise of Options. Options will be exercisable at such times and be subject to such restrictions and conditions as the Committee in each instance approves, which need not be the same for each Award or for each Participant.

6.7 Payment. The holder of an Option may exercise the Option only by delivering a written notice, or if permitted by the Committee, in its discretion and in accordance with procedures adopted by it, by delivering an electronic notice of exercise to the Company setting forth the number of Shares as to which the Option is to be exercised, together with full payment of the Exercise Price for the Shares and any withholding tax relating to the exercise of the Option.

The Exercise Price and any related withholding taxes will be payable to the Company in full: (a) in cash, or its equivalent, in United States dollars; (b) if permitted in the governing Award Agreement, by tendering Shares owned by the Participant duly endorsed for transfer to the Company, or Shares issuable to the Participant upon exercise of the Option; (c) any combination of (a) and (b); or (d) by any other means the Committee determines to be consistent with the Plan’s purposes and applicable law. The Committee, in its discretion, may require that no Shares may be tendered until such Shares have been owned by the Participant for at least six months (or such other period determined by the Committee).

6.8 Special Provisions for ISOs. Notwithstanding any other provision of this Article 6 to the contrary, the following special provisions shall apply to any Award of Incentive Stock Options:

(a) The Committee may award Incentive Stock Options only to Employees.

(b) An Option will not constitute an Incentive Stock Option under this Plan to the extent it would cause the aggregate Fair Market Value of Shares with respect to which Incentive Stock Options are exercisable by the Participant for the first time during a calendar year (under all plans of the Company and its Affiliates) to exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted.

(c) If the Employee to whom the Incentive Stock Option is granted owns stock possessing more than ten (10%) percent of the total combined voting power of all classes of the Company or any Affiliate, then: (i) the exercise Price for each Share subject to an Incentive Stock Option will be at least one hundred ten percent (110%) of the Fair Market Value of the Share on the Effective Date of the Award; and (ii) the Option will expire upon the earlier of (A) the time specified

by the Committee in the Award Agreement, or (B) the fifth anniversary of the date of grant.

(d) No Option that is intended to be an Incentive Stock Option may be granted under the Plan until the Company’s stockholders approve the Plan. If such stockholder approval is not obtained within 12 months after the Board’s adoption of the Plan, then no Options may be granted under the Plan that are intended to be Incentive Stock Options. No Option that is intended to be an Incentive Stock Option may be granted under the Plan after the tenth anniversary of the date the Company adopted the Plan or the Company’s stockholders approved the Plan, whichever is earlier.

(e) An Incentive Stock Option must be exercised, if at all, by the earliest of (i) the time specified in the Award Agreement, (ii) three months after the Participant’s termination of Service for a reason other than death or Disability, or (iii) twelve months after the Participant’s termination of Service for death or Disability.

(f) An Option that is intended but fails to be an ISO shall be treated as an NQSO for purposes of the Plan.

6.9 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired through the exercise of an Option as it deems necessary or advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which the Shares are then listed or traded, and under any blue sky or state securities laws applicable to the Shares.

6.10 Termination of Service. Unless the applicable Award Agreement provides otherwise and subject to Section 6.8(e):

(a) In the event that the Service of a Participant is terminated by the Company for any reason other than Cause, Disability or death, Options that are exercisable at the time of such termination shall remain exercisable until the earlier of (i) the remaining exercise period or (ii) one year from the date of such Service termination. Options that are not exercisable at the time of such termination of Service shall expire at the close of business on the date of such termination.

(b) In the event that the Service of a Participant with the Company terminates on account of the Disability or death of the Participant, Options that are exercisable at the time of such termination shall remain exercisable until the expiration of the term of the Option. Options that are not exercisable at the time of such termination shall expire at the close of business on the date of such termination.

(c) In the event of termination of a Participant’s Service for Cause, all outstanding Options granted to such Participant shall expire as of the commencement of business on the date of such termination.

(d) In the event of a Participant’s termination of Service for any reason other than those described in subsections (a), (b) and (c) of this Section 6.10, Options that are exercisable at the time of such termination shall remain exercisable until the earlier of (i) the remaining exercise period or (ii) 30 days from the date of such termination. Options that are not exercisable at the time of such termination shall expire at the close of business on the date of such termination.

Each Option Award Agreement will set forth the extent to which the Participant has the right to exercise the Option after his or her termination of Service. These terms will be determined by the Committee in its sole discretion, need not be uniform among all Options, and may reflect, among other things, distinctions based on the reasons for termination of Service. However, notwithstanding any other provision herein to the contrary, no additional Options will Vest after a Participant’s Service ceases or has terminated for any reason, whether such cessation or termination is lawful or unlawful.

Article 7. Stock Appreciation Rights

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time, as determined by the Committee. Within the limits of Article 4, the Committee will have sole discretion to determine the number of SARs granted to each Participant and, consistent with the provisions of the Plan, to determine the terms and conditions pertaining to SARs.

The grant price for any SAR shall be determined by the Committee, but the grant price for any SAR intended to be exempt from Section 409A shall in all cases be equal or greater to the Fair Market Value on the date the SAR is granted. If the Committee determines that a SAR shall have a grant price that at any time can be less than the Fair Market Value on the date of grant, such SAR shall be subject to Section 409A and the provisions of Article 13 of the Plan.

7.2 Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.

7.3 Award Agreement. Each SAR grant will be evidenced by an Award Agreement that specifies the grant price, whether settlement of the SAR will be made in cash or in Shares, the term of the SAR and such other provisions as the Committee determines.

7.4 Term of SAR. The term of a SAR will be determined by the Committee, in its sole discretion, but may not exceed ten years.

7.5 Payment of SAR Amount. Upon the exercise of a SAR with respect to a Share, a Participant will be entitled to receive an amount equal to the excess, if any, of the Fair Market Value on the date of exercise of the SAR over the grant price specified in the Award Agreement. At the discretion of the Committee, the payment that may become due upon SAR exercise may be made in cash, in Shares or in any combination of the two.

7.6 Termination of Service. Each SAR Award Agreement will set forth the extent to which the Participant has the right to exercise the SAR after his or her termination of Service. These terms will be determined by the Committee, in its sole discretion, need not be uniform

among all SARs issued under the Plan, and may reflect, among other things, distinctions based on the reasons for termination of Service.

Article 8. Restricted Stock and Restricted Stock Units

8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may, at any time and from time to time, grant Restricted Stock or Restricted Stock Units to Participants in such amounts as it determines.

8.2 Deferral of Compensation into Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may, at any time and from time to time, allow (or require, as to bonuses) selected Employees and Directors to defer the payment of any portion of their salary or bonuses or both pursuant to this section. A Participant’s deferral under this section will be credited to the Participant in the form of Restricted Stock Units. The Committee will establish rules and procedures for the deferrals, as it deems appropriate and in accordance with Article 13 of the Plan.

If a Participant’s compensation is deferred under this Section 8.2, he or she will be credited, as of the date specified in the Award Agreement, with a number of Restricted Stock Units no less than the amount of the deferral divided by the Fair Market Value on that date, rounded to the nearest whole unit.

8.3 Award Agreement. Each grant of Restricted Stock or Restricted Stock Units will be evidenced by an Award Agreement that specifies the Restriction Periods, the number of Shares or Share equivalent units granted, and such other provisions as the Committee determines.

8.4 Other Restrictions. Subject to Article 12, the Committee may impose such other conditions or restrictions on any Restricted Stock or Restricted Stock Units as it deems advisable, including, without limitation, restrictions based upon the achievement of specific performance objectives (Company-wide, business unit, individual, or any combination of them), time-based restrictions on vesting, and restrictions under applicable federal or state securities laws. The Committee may provide that restrictions established under this Section 8.4 as to any given Award will lapse all at once or in installments.

The Company will retain the certificates representing Shares of Restricted Stock in its possession until all conditions and restrictions applicable to the Shares have been satisfied.

8.5 Payment of Awards. Except as otherwise provided in this Article 8, Shares covered by each Restricted Stock grant will become freely transferable by the Participant after the last day of the applicable Restriction Period, and Share equivalent units covered by a Restricted Stock Unit will be paid out in cash or Shares (as specified in the Award Agreement) to the Participant following the last day of the applicable Restriction Period, or on the date provided in the Award Agreement.

8.6 Voting Rights. During the Restriction Period, Participants holding Shares of Restricted Stock may exercise full voting rights with respect to those Shares.

8.7 Dividends and Other Distributions. During the Restriction Period, Participants awarded Shares of Restricted Stock hereunder will be credited with regular cash dividends paid on those Shares. Dividends on vested Shares shall be paid as soon as practicable as dividends are received by other Company stockholders. Dividends on unvested Shares shall be subject to the same vesting conditions as the underlying Shares, and will be targeted to be paid within 2-1/2 months following the end of the calendar year in which the underlying Shares vest, but shall be paid no later than the end of the calendar year following the year in which the underlying Shares vest unless otherwise deferred pursuant to Article 13.

An Award Agreement may provide that, during the Restriction Period, Participants awarded Restricted Stock Units shall be credited with regular cash dividend equivalents paid with respect to those Share equivalent units. Distribution of such dividend equivalents shall be made at such time as permissible under Section 409A.

8.8 Termination of Service. Each Award Agreement will set forth the extent to which the Participant has the right to retain unvested Restricted Stock or Restricted Stock Units after his or her termination of Service. These terms will be determined by the Committee in its sole discretion, need not be uniform among all Awards of Restricted Stock, and may reflect, among other things, distinctions based on the reasons for termination of Service.

Article 9. Performance Shares

9.1 Grant of Performance Shares. Subject to the terms of the Plan, Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as the Committee determines. The Award of Performance Shares may be based on the Participant’s attainment of performance objectives, or the vesting of an Award of Performance Shares may be based on the Participant’s attainment of performance objectives, each as described in this Article 9.

9.2 Value of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value on the date of grant. The Committee will set performance objectives in its discretion which, depending on the extent to which they are met, will determine the number or value (or both) of Performance Shares that will be paid out to the Participant. For purposes of this Article 9, the time period during which the performance objectives must be met will be called a “Performance Period” and will be set by the Committee in its discretion.

9.3 Earning of Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares will be entitled to receive a payout on the number and value of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved.

9.4 Award Agreement. Each grant of Performance Shares will be evidenced by an Award Agreement specifying the material terms and conditions of the Award (including the form of payment of earned Performance Shares), and such other provisions as the Committee determines.

9.5 Form and Timing of Payment of Performance Shares. Except as provided in Article 13, the target payment date of earned Performance Shares will be within the first two and

one-half (2-1/2) months following the end of the later of the calendar year or tax year of the Company in which the Performance Shares are earned, but in no event later than the end of the calendar year following the calendar year in which the Performance Shares are earned. The Committee will pay earned Performance Shares in the form of cash, in Shares, or in a combination of cash and Shares, as specified in the Award Agreement. Performance Shares may be paid subject to any restrictions deemed appropriate by the Committee.

9.6 Termination of Service. Each Award Agreement will set forth the extent to which the Participant has the right to retain Performance Shares after his or her termination of Service. These terms will be determined by the Committee, in its sole discretion, need not be uniform among all Awards of Performance Shares, and may reflect, among other things, distinctions based on the reasons for termination of Service.

Article 10. Other Stock Awards

Subject to the terms of the Plan, other Stock Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as the Committee determines.

Article 11. Performance Measures

Unless and until the Committee proposes and the Company’s stockholders approve a change in the general performance measures set forth in this Article 11, the performance measure(s) to be used for purposes of Awards designed to qualify for the Performance-Based Exception will be chosen from among the following alternatives (or in any combination of such alternatives):

(a) earnings before interest and taxes (EBIT);

(b) earnings before interest, taxes, depreciation and amortization (EBITDA);

(d) operating earnings or income;

(e) earnings growth;

(f) net income (absolute or competitive growth rates comparative);

(g) net income applicable to Shares;

(h) cash flow, including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital;

(i) earnings per Share;

(j) return on stockholders’ equity (absolute or peer-group comparative);

(k) stock price (absolute or peer-group comparative);

(l) absolute and/or relative return on common stockholders’ equity;

(m) absolute and/or relative return on capital;

(n) absolute and/or relative return on assets;

(o) economic value added (income in excess of cost of capital);

(p) customer satisfaction;

(q) expense reduction;

(r) ratio of operating expenses to operating revenues;

(s) gross revenue or revenue by pre-defined business segment (absolute or competitive growth rates comparative);

(t) revenue backlog; and

(u) margins realized on delivered services.

The Committee will have the discretion to adjust targets set for preestablished performance objectives; however, Awards designed to qualify for the Performance-Based Exception may not be adjusted upward, except to the extent permitted under Code Section 162(m), to reflect accounting changes or other events.

If Code Section 162(m) or other applicable tax or securities laws change to allow the Committee discretion to change the types of performance measures without obtaining stockholder approval, the Committee will have sole discretion to make such changes without obtaining stockholder approval. In addition, if the Committee determines it is advisable to grant Awards that will not qualify for the Performance-Based Exception, the Committee may grant Awards that do not so qualify.

Article 12. Beneficiary Designation

Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case the Participant should die before receiving any or all of his or her Plan benefits. Each beneficiary designation will revoke all prior designations by the same Participant, must be in a form prescribed by the Committee, and must be made during the Participant’s lifetime. If the Participant’s designated beneficiary predeceases the Participant or no beneficiary has been designated, benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate or other entity described in the Participant’s Award Agreement.

Article 13. Deferrals and Code Section 409A

13.1 Purpose. As provided in an Award Agreement, the Committee may permit or require a Participant to defer receipt of cash or Shares that would otherwise be due to him or her under the Plan or otherwise create a deferred compensation arrangement (as defined in Section 409A) in accordance with this Article 13.

13.2 Initial Deferral Elections. The deferral of an Award or compensation otherwise payable to the Participant shall be set forth in the terms of the Award Agreement or as elected by the Participant pursuant to such rules and procedures as the Committee may establish. Any such initial deferral election by a Participant will designate a time and form of payment and shall be made at such time as provided below:

(a) A Participant may make a deferral election with respect to an Award (or compensation giving rise thereto) at any time in any calendar year preceding the year in which services giving rise to such compensation or Award are rendered.

(b) In the case of the first year in which a Participant becomes eligible to receive an Award or defer compensation under the Plan (aggregating other plans of its type as defined in Section 1.409A-1(c) of the applicable regulations), the Participant may make a deferral election within 30 days after the date the Participant becomes eligible to participate in the Plan; provided that such election may apply only with respect to the portion of the Award or compensation attributable to services to be performed subsequent to the election.

(c) Where the grant of an Award or payment of compensation or the vesting is conditioned upon the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the Participant performs Service, a Participant may make a deferral election no later than six months prior to the end of the applicable performance period.

(d) Where the vesting of an Award is contingent upon the Participant’s continued Service for a period of no less than 13 months, the Participant may make a deferral election within 30 days of receiving an Award.

(e) A Participant may make a deferral election in other circumstances and at such times as may be permitted under Section 409A.

13.3 Distribution Dates. Any deferred compensation arrangement created under the Plan shall be distributed at such times as provided in the Award Agreement, which may be upon the earliest or latest of one or more of the following:

(a) a fixed date as set forth in the Award Agreement or pursuant to a Participant’s election;

(b) the Participant’s death;

(d) a change in control (as defined in Section 409A);

(e) an Unforeseeable Emergency, as defined in Section 409A and implemented by the Committee;

(f) a Participant’s termination of Service, or in the case of a Key Employee (as defined in Section 409A) six months following the Participant’s termination of Service; or

(g) such other events as permitted under Section 409A.

13.4 Restrictions on Distributions. No distribution may be made pursuant to the Plan if the Committee reasonably determines that such distribution would (i) violate federal securities laws or other applicable law; (ii) be nondeductible pursuant to Section 162(m) of the Code; or (iii) violate a loan covenant or similar contractual requirement of the Company causing material harm to the Company. In any such case, distribution shall be made at the earliest date at which the Company determines such distribution would not trigger clause (i), (ii) or (iii) above.

13.5 Redeferrals. The Company, in its discretion, may permit the Participant to make a subsequent election to delay a distribution date, or, as applicable, to change the form of distribution payments, attributable to one or more events triggering a distribution, so long as (i) such election may not take effect until at least twelve (12) months after the election is made, (ii) such election defers the distribution for a period of not less than five years from the date such distribution would otherwise have been made, and (iii) such election may not be made less than twelve (12) months prior to the date the distribution was to be made.

13.6 Termination of Deferred Compensation Arrangements. In addition, the Company may in its discretion terminate the deferred compensation arrangements created under this Plan subject to the following:

(a) the arrangement may be terminated within the 30 days preceding, or 12 months following, a change in control (as defined in Section 409A), provided that all payments under such arrangement are distributed in full within 12 months after termination;

(b) the arrangement may be terminated in the Company’s discretion at any time, provided that (i) all deferred compensation arrangements of similar type maintained by the Company are terminated, (ii) all payments are made at least 12 months and no more than 24 months after the termination, and (iii) the Company does not adopt a new arrangement of a similar type for a period of five years following the termination of the arrangement; and

(c) the arrangement may be terminated within 12 months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A) provided that the payments under the arrangement are distributed by the latest of (i) the end of the calendar year of the termination, (ii) the calendar year in which such payments are fully vested, or (iii) the first calendar year in which such payment is administratively practicable.

Article 14. Rights of Participants

14.1 Employment and Service. Nothing in the Plan will confer upon any Participant any right to continue in the employ or Service of the Company or any Affiliate, or interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or Service at any time.

14.2 Participation. No Employee, Consultant or Director will have the right to receive an Award under this Plan, or, having received any Award, to receive a future Award.

Article 15. Amendment, Modification and Termination

15.1 Amendment, Modification and Termination. The Committee may at any time and from time to time, alter, amend, modify or terminate the Plan in whole or in part. The Committee will not, however, increase the number of Shares that may be issued or transferred to Participants under the Plan, as described in the first sentence of Section 4.1 (and subject to adjustment as provided in Sections 4.2 and 4.3), without the approval of the Company’s stockholders.

Subject to the terms and conditions of the Plan, the Committee may modify, extend or renew outstanding Awards under the Plan, or accept the surrender of outstanding Awards (to the extent not already exercised) and grant new Awards in substitution of them (to the extent not already exercised). The Committee will not, however, modify any outstanding Option so as to specify a lower Exercise Price (other than pursuant to Section 4.3), without the approval of the Company’s stockholders. Notwithstanding the foregoing, no modification of an Award will materially alter or impair any rights or obligations under any Award already granted under the Plan, without the prior written consent of the Participant.

15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3) affecting the Company or its financial statements, or in recognition of changes in applicable laws, regulations, or accounting principles, and, whenever adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee shall, using reasonable care, make adjustments in the terms and conditions of, and the criteria included in, Awards, as may be determined to be appropriate and equitable by the Committee. In case of an Award designed to qualify for the Performance-Based Exception, the Committee will take care not to make an adjustment that would disqualify the Award.

15.3 Awards Previously Granted. No termination, amendment or modification of the Plan will adversely affect in any material way any Award already granted, without the written consent of the Participant who holds the Award.

15.4 Compliance with Code Section 162(m). Awards will comply with the requirements of Code Section 162(m), if the Committee determines that such compliance is desired with respect to an Award available for grant under the Plan. In addition, if changes are made to Code Section 162(m) to permit greater flexibility as to any Award available under the Plan, the Committee may, subject to this Article 15, make any adjustments it deems appropriate.

Article 16. Nontransferability of Awards.

Except as otherwise provided in a Participant’s Award Agreement, no Option, SAR, Performance Share, Restricted Stock, or Restricted Stock Unit granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Code Section 414(p)). All rights with respect to Performance Shares, Restricted Stock and

Restricted Stock Units will be available during the Participant’s lifetime only to the Participant or his or her guardian or legal representative. Except as otherwise provided in a Participant’s Award Agreement or in paragraph (a) below, all Options and SARs will be exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. The Participant’s beneficiary may exercise the Participant’s rights to the extent they are exercisable under the Plan following the Participant’s death. The Committee may, in its discretion, require a Participant’s guardian, legal representative or beneficiary to supply it with the evidence the Committee deems necessary to establish the authority of the guardian, legal representative or beneficiary to act on behalf of the Participant.

(a) Notwithstanding the foregoing, with respect to any Nonstatutory Stock Options, each Participant shall be permitted at all times to transfer any or all of the Options, or, in the event the Options have not yet been issued to the Participant, the Company shall be permitted to issue any or all of the Options, to certain trusts designated by the Participant as long as such transfer or issuance is made as a gift ( i.e. , a transfer for no consideration, with donative intent), whether during his or her lifetime or to take effect upon (or as a consequence of) his or her death, to his or her spouse or children. Gifts in trust shall be deemed gifts to every beneficiary and contingent beneficiary, and so shall not be permitted under this paragraph (a) if the beneficiaries or contingent beneficiaries shall include anyone other than such spouse or children. Transfers to a spouse or child for consideration, regardless of the amount, shall not be permitted under this Plan.

(b) Any Options issued or transferred under this Article 16 shall be subject to all terms and conditions contained in the Plan and the applicable Award Agreement. If the Committee makes an Option transferable, such Option shall contain such additional terms and conditions, as the Committee deems appropriate.

Article 17. Withholding

17.1 Tax Withholding. The Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum amount necessary to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising under this Plan.

17.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of Awards granted hereunder, the Company may satisfy the minimum withholding requirement for supplemental wages, in whole or in part, by withholding Shares having a Fair Market Value (determined on the date the Participant recognizes taxable income on the Award) equal to the minimum withholding tax required to be collected on the transaction. The Participant may elect, subject to the approval of the Committee, to deliver the necessary funds to satisfy the withholding obligation to the Company, in which case there will be no reduction in the Shares otherwise distributable to the Participant.

Article 18. Indemnification

Each person who is or has been a member of the Committee or the Board, and any officer or Employee to whom the Committee has delegated authority under Section 3.1 or 3.2 of the Plan, will be indemnified and held harmless by the Company from and against any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or as a result of any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken, or failure to act, under the Plan. Each such person will also be indemnified and held harmless by the Company from and against any and all amounts paid by him or her in a settlement approved by the Company, or paid by him or her in satisfaction of any judgment, of or in a claim, action, suit or proceeding against him or her and described in the previous sentence, so long as he or she gives the Company an opportunity, at its own expense, to handle and defend the claim, action, suit or proceeding before he or she undertakes to handle and defend it. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which a person who is or has been a member of the Committee or the Board may be entitled under the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify him or her or hold him or her harmless.

Article 19. Successors

All obligations of the Company under the Plan or any Award Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, consolidation, or otherwise.

Article 20. Breach of Restrictive Covenants

An Award Agreement may provide that, notwithstanding any other provision of this Plan to the contrary, if the Participant breaches any competition, nonsolicitation or nondisclosure provisions contained in the Award Agreement, whether during or after termination of Service, the Participant will forfeit:

(a) any and all Awards granted or transferred to him or her under the Plan, including Awards that have become Vested; and

(b) the profit the Participant has realized on the exercise of any Options, which is the difference between the Exercise Price of the Options and the applicable Fair Market Value of the Shares (the Participant may be required to repay such difference to the Company).

Article 21. Legal Construction

21.1 Number. Except where otherwise indicated by the context, any plural term used in this Plan includes the singular and any singular term includes the plural.

21.2 Severability. If any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

21.3 Requirements of Law. The granting of Awards and the issuance of Share or cash payouts under the Plan will be subject to all applicable laws, rules, and regulations, and to any approvals by governmental agencies or national securities exchanges as may be required.

21.4 Securities Law Compliance. As to any individual who is, on the relevant date, an officer, director or more than ten percent beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, or any successor rule. To the extent any provision of the Plan or action by the Committee fails to so comply, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

If at any time the Committee determines that exercising an Option or a SAR or issuing Shares pursuant to an Award would violate applicable securities laws, the Option or SAR will not be exercisable, and the Company will not be required to issue Shares. The Company may require a Participant to make written representations it deems necessary or desirable to comply with applicable securities laws. No person who acquires Shares under the Plan may sell the Shares, unless he or she makes the offer and sale pursuant to an effective registration statement under the Exchange Act, which is current and includes the Shares to be sold, or an exemption from the registration requirements of the Securities Act.

21.5 Awards to Foreign Nationals and Employees Outside the United States. To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practice and to further the purposes of this Plan, the Committee may, without amending the Plan, (i) establish rules applicable to Awards granted to Participants who are foreign nationals or are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

21.6 Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments or deliveries of Shares not yet made to a Participant by the Company, the Participant’s rights are no greater than those of a general creditor of the Company. The Committee may authorize the establishment of trusts or other arrangements to meet the obligations created under the Plan, so long as the arrangement does not cause the Plan to lose its legal status as an unfunded plan.

21.7 Governing Law. To the extent not preempted by federal law, the Plan and all agreements hereunder will be construed in accordance with and governed by the laws of the State of Illinois.

21.8 Electronic Delivery and Evidence of Award. The Company may deliver by email or other electronic means (including posting on a web site maintained by the Company or by a third party) all documents relating to the Plan or any Award hereunder (including, without limitation, any Award Agreement and prospectus required by the SEC) and all other documents that the Company is required to deliver to its securities holders (including, without limitation, annual reports and proxy statements). In addition, evidence of an Award may be in electronic form, may be limited to notation on the books and records of the Company and, with the approval of the Board, need not be signed by a representative of the Company or a Participant. Any Shares that become deliverable to the Participant pursuant to the Plan may be issued in

certificate form in the name of the Participant or in book entry form in the name of the Participant.

21.9 No Limitation on Rights of the Company . The grant of the Award does not and will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

21.10 Participant to Have No Rights as a Stockholder . Before the date as of which he or she is recorded on the books of the Company as the holder of any Shares underlying an Award, a Participant will have no rights as a stockholder with respect to those Shares.

Exhibit 10.3

ECHO GLOBAL LOGISTICS, INC. ANNUAL INCENTIVE PLAN

ARTICLE 1

Statement of Purpose

The compensation policies of Echo Global Logistics, Inc. (the “Company”) are intended to support the Company’s overall objective of enhancing stockholder value. In furtherance of this philosophy, the Company has designed this Echo Global Logistics, Inc. Annual Incentive Plan (the “Plan”) to provide incentives for business performance, reward contributions towards goals consistent with the Company’s business strategy, and enable the Company to attract and retain highly qualified Employees.

ARTICLE 2

Definitions

The terms used in this Plan include the feminine as well as the masculine gender and the plural as well as the singular, as the context in which they are used requires. The following terms, unless the context requires otherwise, are defined as follows:

2.1 “Affiliate” means any parent, subsidiary or other entity that is (directly or indirectly) controlled by, or controls, the Company.

2.2 “Board” means the Echo Global Logistics, Inc. Board of Directors.

2.3 “Bonus” means the incentive compensation determined under Section 4.4 of the Plan payable in cash.

2.4 “Bonus Pool” means an amount that may be allocated to a Business Unit for allocation among the eligible Employees of such Business Unit.

2.5 “Business Unit” means an organizational unit of business within the Company, as identified by the Company.

2.6 “Code” means the Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Compensation Committee of the Board or any successor committee with responsibility for compensation, or any subcommittee, as long as the number of Committee members and their qualifications shall at all times be sufficient to meet the applicable requirements for “outside directors” under Section 162(m) and the regulations thereunder and the independence requirements of the NASDAQ marketplace rules or any other applicable exchange on which Echo Global Logistics’ common equity is at the time listed, in each case as in effect from time to time.

2.8 “Company” means Echo Global Logistics, Inc. and any of its subsidiaries that adopt this Plan or that have Employees who are participants under this Plan.

2.9 “Disability ” means permanent and total disability as defined in the Company’s long term disability plan, or if no such plan is then in effect, as defined in Code Section 22(e)(3).

2.10 “Effective Date” means January 1, 2008.

2.11 “Employee” means any person employed on a full-time or part-time basis by the Company or an Affiliate in a common law employee-employer relationship, but shall not include any commissioned sales employees, temporary employees, interns, leased employees, or independent contractors. A Participant shall not cease to be an Employee for purposes of this Plan in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the Company or among the Company, its subsidiaries or any successor.

2.12 “Executive Officer” means any Employee who is an “executive officer” as defined in Rule 3b-7 promulgated under the Exchange Act.

2.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.14 “Echo Global Logistics” means Echo Global Logistics, Inc., a Delaware corporation, and any successor to its obligations under this Plan.

2.15 “ Participant ” means an Executive Officer or Employee as described in Article 3 of this Plan.

2.16 “Performance Period ” means the period for which a Bonus may be paid. Unless otherwise specified by the Committee, the Performance Period shall be a calendar year, beginning on January 1 and ending on December 31 of any year.

2.17 “Plan” means the Echo Global Logistics, Inc. Annual Incentive Plan, as it may be amended from time to time.

2.18 “Retirement” means a Termination of Employment, after appropriate notice to the Company, (a) on or after the earliest permissible retirement date under a qualified pension or retirement plan of the Company, or (b) upon such terms and conditions approved by the Committee, or officers of the Company designated by the Board or the Committee.

2.19 “SEC” means the U.S. Securities and Exchange Commission.

2.20 “Section 162(m)” means Code Section 162(m) and regulations promulgated thereunder by the Secretary of the Treasury.

2.21 “Termination of Employment” means (a) the termination of the Participant’s active employment relationship with the Company, unless otherwise expressly provided by the Committee, or (b) the occurrence of a transaction by which the Participant’s employing Company ceases to be an Affiliate.

ARTICLE 3

Participation

An Executive Officer or other Employee of the Company designated by the Committee individually or by classification shall be a Participant in this Plan and shall continue to be a Participant until any Bonus he may receive has been paid or forfeited under the terms of this Plan. The amount of a Participant’s Bonus, if any, will be governed by Article 4.

ARTICLE 4

Incentive Bonuses

4.1 Objective Performance Goals. The Committee shall establish written, objective performance goals for a Performance Period not later than 90 days after the beginning of the Performance Period (but not after more than 25% of the Performance Period has elapsed). The objective performance goals shall be stated as specific amounts of, or specific changes in, one or more of the financial measures described in Section 4.2. Objective performance goals may also include operational goals such as: productivity, safety, other strategic objectives and individual performance goals. The objective performance goals need not be the same for different Performance Periods and for any Performance Period may be stated: (a) as goals for Echo Global Logistics, for one or more of its subsidiaries, Business Units, divisions, organizational units, or for any combination of the foregoing; (b) on an absolute basis or relative to the performance of other companies or of a specified index or indices, or be based on any combination of the foregoing; and (c) separately for one or more Participants or Business Units, or in any combination of the two.

4.2 Financial Measures. The Committee shall use any one or more of the following financial measures to establish objective performance goals under Section 4.1: earnings before interest and taxes (EBIT); earnings before interest, taxes, depreciation and amortization (EBITDA); net earnings; operating earnings or income; earnings growth; net income (absolute or competitive growth rates comparative); net income per share; cash flow, including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital; earnings per share; return on stockholders’ equity (absolute or peer-group comparative); stock price (absolute or peer-group comparative); absolute and/or relative return on common stockholders’ equity; absolute and/or relative return on capital; absolute and/or relative return on assets; economic value added (income in excess of cost of capital); customer satisfaction; expense reduction; ratio of operating expenses to operating revenues; gross revenue or revenue by pre-defined business segment (absolute or competitive growth rates comparative); revenue backlog; margins realized on delivered services; total stockholder return; debt-to-capital ratio; or market share. The Committee may specify any reasonable definition of the financial measures it uses. Such definitions may provide for reasonable adjustments and may include or exclude items, including but not limited to: realized investment gains and losses; extraordinary, unusual or non-recurring items; gains or losses on the sale of assets; changes in accounting principles or the application thereof;

currency fluctuations, acquisitions, divestitures, or necessary financing activities; recapitalizations, including stock splits and dividends; expenses for restructuring or productivity initiatives; and other non-operating items.

4.3 Performance Evaluation. Within a reasonable time after the close of a Performance Period, the Committee shall determine whether the objective performance goals established for that Performance Period have been met by the respective Company, Business Unit, Executive Officers, or Employees subject to such performance goals, and the extent to which such performance goals may have been exceeded.

4.4 Bonus. If the Committee has determined that the objective performance goals established for that Performance Period have been satisfied, the Committee will determine in its discretion or based on formulae the Committee may establish for such Performance Period, the amount of Bonuses payable by the Company. Bonus amounts determined by the Committee may be expressed as individual Bonuses payable to an Employee or as one or more Bonus Pools to be allocated to one or more Business Units. Any Bonus Pool will thereafter be allocated as individual Bonuses among Employees employed by such Business Unit in the discretion of the senior executive of such Business Unit (or his designee).

4.5 Eligibility for Payments.

(a) Except as otherwise provided in this Section 4.5, a Participant will be eligible to receive his Bonus only if the Participant is employed by the Company continuously from the first day of the Performance Period up to and including the last day of the Performance Period.

(b) Under Section 4.5(a), a leave of absence that lasts less than three months and that is approved in accordance with applicable Company policies is not a break in continuous employment. In the case of a leave of absence of three months or longer: (1) the Committee shall determine whether the leave of absence constitutes a break in continuous employment, and (2) if a Participant is on a leave of absence on the last day of the Performance Period, the Committee may require that the Participant return to active employment with the Company at the end of the leave of absence as a condition of receiving the Bonus or payment. Any determination as to a Participant’s eligibility for a Bonus or payment under this Section 4.5(b) may be deferred for a reasonable period after such Participant’s return to active employment.

( c) The Committee may determine, in its sole discretion, that (i) a Bonus will be payable pro-rata for a Participant who either becomes an Employee during the Performance Period or terminates his employment with the Company during the Performance Period due to death, Retirement or Disability.

4.6 Payment or Deferral of the Bonus.

(a) As soon as practicable after the amount of a Participant’s Bonus is determined under Section 4.4, the Company shall pay the portion of the Bonus to the Participant that is not otherwise deferred under Section 4.6(b). The target payment date

for any Bonus not deferred shall be within the 2-½ month period following the end of the calendar year (or if later, the end of the Company’s tax year) that includes the end of the Performance Period. The Company shall deduct from any Bonus any applicable Federal, state and local income and employment taxes and any other amounts that the Company is otherwise required to deduct. Any payment attributable to a deceased Participant shall be made to the beneficiary designated in the Company’s qualified 401(k) plan or, if no beneficiary is so designated, to his spouse or, if none, to his estate.

(b) Subject to the Committee’s approval and applicable law, Participants may request that payments of a Bonus be deferred under a deferred compensation arrangement maintained by the Company by making a deferral election prior to or, as permitted, during the Performance Period pursuant to such rules and procedures as the Committee may establish from time to time with respect to such arrangement.

ARTICLE 5

Administration

5.1 General Administration and Delegation of Authority. This Plan shall be administered by the Committee, subject to such requirements for review and approval by the Board as the Board may establish. As permitted by applicable law and the Company, the Committee may delegate any of its duties and authority under the Plan.

5.2 Administrative Rules. The Committee shall have full power and authority to adopt, amend and rescind administrative guidelines, rules and regulations pertaining to this Plan and to interpret this Plan and rule on any questions respecting any of its provisions, terms and conditions.

5.3 Committee Members Not Eligible. No member of the Committee shall be eligible to participate in this Plan.

5.4 Committee Members Not Liable. The Committee and each of its members shall be entitled to rely upon certificates of appropriate officers of the Company with respect to financial and statistical data in order to determine if the objective performance goals for a Performance Period have been met. Neither the Committee nor any member shall be liable for any action or determination made in good faith with respect to this Plan or any Bonus paid hereunder.

5.5 Decisions Binding. All decisions, actions and interpretations of the Committee concerning this Plan shall be final and binding on Echo Global Logistics and its subsidiaries and their respective boards of directors, and on all Participants and other persons claiming rights under this Plan.

5.6 Application of Section 162(m).

(a) This Plan is intended to be administered, interpreted and construed so that Bonus payments remain tax deductible to the Company and unlimited by Section 162(m), which restricts under certain circumstances the Federal income tax deduction for

compensation paid by a publicly held company to named executives in excess of $1,000,000 per year. As of this Plan’s Effective Date, Section 162(m) shall not apply because the Company is not a “publicly held corporation” under Section 162(m). If the Company should become publicly held, the Plan is intended to be exempted from Section 162(m) based on Treasury Regulation Section 1.162-27(f), which generally exempts from the application of Section 162(m) compensation paid pursuant to a plan that existed before a company becomes publicly held. Under such Treasury Regulation, this exemption is available to this Plan for the duration of the period that lasts until the earlier of the expiration or material modification of this Plan or the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Company first becomes subject to the reporting obligations of Section 12 of the Exchange Act. The Committee, or the Board, may, without stockholder approval, amend this Plan retroactively or prospectively to the extent it determines necessary to comply with any subsequent amendment or clarification of Section 162(m) required to preserve the Company’s Federal income tax deduction for compensation paid pursuant to this Plan.

(b) To the extent that the Committee determines that Section 162(m) applies to a Bonus payable to an Executive Officer under the Plan and the exemption described in Section 5.6(a) above is no longer available, such Bonus: (i) shall be intended to satisfy the applicable requirements for the performance-based compensation exception under Section 162(m); (ii) shall be contingent upon stockholder approval of this Plan in accordance with Section 162(m), the regulations thereunder and other applicable U.S. Treasury regulations; (iii) shall not originate from a Bonus Pool awarded to a Business Unit, but rather be set forth as a specified formula that may be based on a percentage of compensation applicable to the Executive Officer; (iv) shall not exceed $5,000,000 for any Performance Period; (v) shall be payable only after the Committee certifies in writing that the applicable performance goals for such Performance Period have been achieved; and (vi) shall comply with such other requirements as necessary to qualify as performance-based compensation under Section 162(m).

ARTICLE 6

Amendments; Termination

This Plan may be amended or terminated by the Board or the Committee. All amendments to this Plan, including an amendment to terminate this Plan, shall be in writing. An amendment to this Plan shall not be effective without the prior approval of the stockholders of Echo Global Logistics if such approval is necessary to qualify Bonuses as performance-based compensation under Section 162(m), or otherwise under Treasury or SEC regulations, the rules of NASDAQ or any other applicable exchange or any other applicable law or regulations. Unless otherwise expressly provided by the Board or the Committee, no amendment to this Plan shall apply to potential Bonuses with respect to a Performance Period that began before the effective date of such amendment.

ARTICLE 7

Other Provisions

7.1 Bonuses Not Assignable. No Bonus or any right thereto shall be assignable or transferable by a Participant except by will or by the laws of descent and distribution. Any other attempted assignment or alienation shall be void and of no force or effect.

7.2 Participant’s Rights. The right of any Participant to receive any Bonus granted or allocated to such Participant pursuant to the provisions of this Plan shall be an unsecured claim against the general assets of the Company. This Plan shall not create, nor be construed in any manner as having created, any right by a Participant to any Bonus or portion of a Bonus Pool for a Performance Period because of a Participant’s participation in this Plan for any prior Performance Period or employment during such Performance Period. The application of the Plan to one Participant shall not create, nor be construed in any manner as having created, any right by another Participant to similar or uniform treatment under the Plan.

7.3 Termination of Employment. The Company retains the right to terminate the employment of any Participant or other Employee at any time for any reason or no reason, and a Bonus is not, and shall not be construed in any manner to be, a waiver of such right.

7.4 Exclusion from Benefits. Bonuses under this Plan shall not constitute compensation for the purpose of determining participation or benefits under any other plan of the Company unless specifically included as compensation in such plan.

7.5 Successors. Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of Echo Global Logistics’ business or assets shall assume Echo Global Logistics’ liabilities under this Plan and perform any duties and responsibilities in the same manner and to the same extent that Echo Global Logistics would be required to perform if no such succession had taken place.

7.6 Law Governing Construction. The construction and administration of this Plan and all questions pertaining thereto shall be governed by the laws of the State of Illinois, except to the extent that such law is preempted by Federal law.

7.7 Headings Not a Part Hereto. Any headings preceding the text of the several Articles, Sections, subsections, or paragraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Plan, nor shall they affect its meaning, construction or effect.

7.8 Severability of Provisions. If any provision of this Plan is determined to be void by any court of competent jurisdiction, this Plan shall continue to operate and, for the purposes of the jurisdiction of the court only, shall be deemed not to include the provision determined to be void.

7.9 Offsets. The Company shall have the right to offset from any Bonus payable hereunder any amount that the Participant owes to the Company or any Affiliate without the consent of the Participant (or his beneficiary, in the event of the Participant’s death).

7.10 Dispute Resolution . Notwithstanding any term of any employment agreement in effect between a Participant and the Company or any Affiliate to the contrary , if a Participant or his beneficiary brings a claim that relates to benefits under this Plan, regardless of the basis of the claim (including, but not limited to, actions under Title VII, wrongful discharge, breach of employment agreement, etc.), such claim shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration must be initiated by serving or mailing a written notice of the complaint to the other party describing the facts and claims for each claim. Written notice shall be provided within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint, unless the applicable statute of limitation provides for a longer period of time. If the complaint is not properly submitted within the appropriate time frame, all rights and claims that the complaining party has or may have against the other party shall be waived and void. Notice will be deemed given according to the date of any postmark or the date of time of any personal delivery. Each party may be represented in the arbitration by an attorney or other representative selected by the party. The Company or Affiliate shall be responsible for its own costs, the AAA filing fee and all other fees, costs and expenses of the arbitrator and AAA for administering the arbitration. The claimant shall be responsible for his attorney’s or representative’s fees, if any. However, if any party prevails on a statutory claim which allows the prevailing party costs and/or attorneys’ fees, the arbitrator may award costs and reasonable attorneys’ fees as provided by such statute.

Exhibit 10.10

CONFIDENTIAL SEPARATION AGREEMENT

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

WHEREAS, Pettit has been employed as Chief Financial Officer of the Company;

WHEREAS, the Company is terminating Pettit’s employment with the Company effective as of April 4, 2008 (the “ Effective Date ”) in accordance with the terms of this Agreement;

WHEREAS, the Company and Pettit entered into that certain Employment Agreement dated as of January 1, 2008 (the “ Employment Agreement ”), which, among other things, contains restrictions on competition and solicitation on the part of Pettit;

WHEREAS, the Company and Pettit entered into that certain Confidentiality Agreement dated as of December 19, 2007 (the “ Confidentiality Agreement ”), which, among other things, contains restrictions on the use and/or disclosure of confidential information on the part of Pettit; and

WHEREAS, the Company desires to provide certain compensation to, and enter into the other commitments contained herein for the benefit of, Pettit in exchange for a general release by Pettit and Pettit’s agreement and adherence to other terms enumerated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company and Pettit agree as follows:

1. TERMINATION . Pettit is hereby terminated from any and all officer position(s) he may hold with the Company or any of its respective subsidiaries, affiliates or other related entities (such subsidiaries, affiliates and other related entities shall be referred to collectively herein as the “ Related Entities ”) on the Effective Date. Pettit’s employment with the Related Entities will terminate on the Effective Date.

2. PAYMENTS AND BENEFITS . In consideration of the releases, covenants and other consideration set forth herein, the Company agrees to provide the following to Pettit:

(a) Base Salary Continuation . The Company will continue to pay Pettit at an annual base salary rate of Two Hundred Thousand Dollars ($200,000) through and including April 4, 2008, payable at the Company’s regular employee payroll intervals and subject to required withholdings.

(b) Employee Benefits Continuation . To the extent permitted under the applicable plans and policies and in a manner consistent with past practices, the Company will continue to cover through and including April 15, 2008 any costs or expenses associated with the continued coverage of Pettit and his dependents under the applicable health and disability insurance plans and policies presently maintained by the Company. To the extent such coverage is not permitted under such plans and policies, the Company will pay all COBRA continuation

coverage premiums for Pettit and his dependents under such plans and policies until April 4, 2008 . All such payments made during such period will be considered to be in satisfaction of any obligation of the Company to provide continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended.

(c) Bonuses . Pettit understands and agrees that in connection with his employment with the Related Entities he is not, and will not be, entitled to any bonus for 2007. The Company and Pettit understand and agree that in connection with his employment with the Related Entities Pettit may be entitled to receive a bonus for the period from January 1, 2008 to March 31, 2008 in accordance with the terms and conditions of Section 4(c)(i) of the Employment Agreement.

(d) No Other Obligation . Except as specifically set forth herein, neither the Company nor any other Related Entity shall have any obligation or liability to Pettit related to his past or current employment, other than the obligation to reimburse Pettit, in a manner consistent with past practices and the Company’s existing policies and procedures, for his expenses incurred (1) through and including the Effective Date in the conduct of his employment with the Company or (2) after the Effective Date in connection with (A) any consulting and advisory services provided by Pettit to the Company pursuant to Section 3 hereof or (B) any cooperation provided by Pettit to the Company pursuant to Section 10 hereof.

3. CONSULTING AND ADVISORY SERVICES . Pettit will, through and including April 15, 2008 and as requested by the Company, provide part-time consulting and advisory services to the Company (the “ Services ”). Pettit agrees to devote his commercially reasonable efforts, working time and skill to the Services; provided, however, that in no event shall Pettit be required to provide more than twenty (20) hours of Services in any calendar month. The Services shall be performed by Pettit, and Pettit shall not be required to employ others to perform the Services. Pettit shall be eligible to receive reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided that such reimbursement is directly related to the Services. Pettit shall provide the Company with documentation evidencing all requests for reimbursement of such expenses. Pettit is not authorized to enter into contracts or agreements on behalf of the Company or to otherwise create obligations of the Company or to third parties in performing the Services under this Agreement.

4. PROTECTIVE AGREEMENTS . Pettit and the Company understand and agree that the Employment Agreement and the Confidentiality Agreement shall remain in full force and effect in accordance with their respective terms through and including the Effective Date. After the Effective Date (A) this Agreement shall fully supersede the Employment Agreement, other than Sections 8 and 9 of the Employment Agreement, which shall survive in accordance with their terms, and (B) the Confidentiality Agreement shall remain in full force and effect in accordance with its terms; provided , however , that Sections 1 and 2 of the Confidentiality Agreement will be of no further force and effect and will be null and void.

5. EQUITY OWNERSHIP . Pettit acknowledges that he (i) is the record and beneficial owner of 50,000 shares (the “ Shares ”) of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”), (ii) is the record and beneficial owner of vested options to purchase 50,000 shares of Common Stock at an exercise price of $4.40 (the “ Vested Options ,”

and together with the Shares, the “ Owned Securities ”), (iii) is the record and beneficial owner of unvested options to purchase 150,000 shares of Common Stock (the “ Unvested Options ”), including unvested options to purchase 30,000 shares of Common Stock vesting on December 27, 2008 (the “ Subject Options ,” and together with the Owned Securities, the “ Subject Securities ”), (iv) owns no other equity interests of the Company, whether directly or indirectly, or of record or beneficially, and has no right to acquire any other equity interests of the Company. Notwithstanding anything to the contrary in the Employment Agreement, the Confidentiality Agreement, any stock option plan or award agreement (including exhibits and schedules related thereto), or otherwise (A) Pettit shall be entitled to the Subject Options in consideration for his agreement to comply with the terms and conditions of this Agreement, including the provision of the Services in accordance with Section 3 hereof, through and including July 3, 2008 (it being understood that the Subject Options shall be immediately cancelled and forfeited in the event Pettit fails to comply with the terms and provisions of this Agreement, including the provision of the Services in accordance with Section 3 hereof, through and including July 3, 2008), (B) Pettit shall have until July 3, 2008 to exercise the Vested Options and the Subject Options and (C) the Unvested Options, other than the Subject Options, shall be immediately cancelled and forfeited as of the Effective Date.

6. TRANSFER RESTRICTIONS . Pettit further acknowledges that the Company is contemplating an initial public offering (the “ Offering ”) of its Common Stock (the “ Offering Shares ”), which Offering Shares will be sold to a group of underwriters for resale to the public. Pettit agrees that, without the prior written consent of the Company (which consent may be given or withheld in the Company’s sole and absolute discretion), he will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Offering: (1) sell, offer to sell, pledge, mortgage, hypothecate, encumber, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Subject Securities, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subject Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Subject Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of the Subject Securities to any trust, partnership or limited liability company for the direct or indirect benefit of Pettit or his immediate family or (b) transfers of the Subject Securities to any beneficiary of Pettit pursuant to a will or other testamentary document or applicable laws of descent; provided that in the case of any transfer or distribution pursuant to clause (a) or (b) above, each transferee shall agree to be bound by the transfer and other restrictions contained herein. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. Pettit also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Subject Securities except in compliance with the foregoing restrictions

7. COMPANY RIGHT OF FIRST REFUSAL .

(a) Grant . Subject to the terms of Section 6 above, Pettit unconditionally and irrevocably grants to the Company the right to purchase all or a portion of the Subject Securities (the “ Right of First Refusal ”) with respect any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, assignment, disposition of or any other transfer, disposition or encumbering of the Subject Securities (or any interest therein) proposed by Pettit (a “ Proposed Transfer ”) at the same price and on the same terms and conditions as those offered to the prospective transferee (the “ Prospective Transferee ”).

(b) Notice . Pettit must deliver a notice of any Proposed Transfer (the “ Transfer Notice ”) to the Company not later than forty-five (45) days prior to the consummation of such Proposed Transfer. The Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including, without limitation, the number of Subject Securities to be transferred, the nature of the Proposed Transfer, the date of the Proposed Transfer, the consideration to be paid and the name and address of the Prospective Transferee. To exercise its Right of First Refusal under this Section 7 , the Company must deliver a written notice to Pettit within fifteen (15) days after delivery of the Transfer Notice notifying Pettit that the Company intends to exercise its Right of First Refusal as to some or all of the Subject Securities with respect to any Proposed Transfer.

(c) Closing . The closing of the purchase of the Subject Securities by the Company in accordance with this Section 7 shall take place, and all payments from the Company shall have been delivered to Pettit, by the later of (i) the date specified in the Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Transfer Notice.

(d) Termination of Right of First Refusal . The Right of First Refusal shall terminate and be of no further force and effect 180 days after the date of the final prospectus relating to the Offering.

8. GENERAL RELEASES .

(a) General Release by Pettit . Upon the execution of this Agreement, and in consideration of the covenants and other consideration set forth herein, the sufficiency of which Pettit hereby acknowledges, Pettit (including, but not limited to, in his capacity as a holder of the Subject Securities and the Unvested Options) releases the Company, the Related Entities, any and all entities that have been or may become associated with the Company and/or the Related Entities in the future in any manner whatsoever, and each of the foregoing entities’ past, present and future shareholders, directors, officers, employees, agents, attorneys, consultants, predecessors, successors and assigns (all of the foregoing, collectively, the “ Releasees ”), from any and all claims, demands, suits, debts, loans, judgments, liens, obligations, damages, liabilities (including, but not limited to, claims for indemnification or contribution), rights and causes of action of any nature whatsoever, known or unknown, at law or equity or otherwise, including, but not limited to, claims, demands, suits, causes or rights of action relating to breach of contract or public policy, any claims arising under Title VII of the Civil Rights Act of 1964 and as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000(e), et seq.; the Federal Age

Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990, 29 U.S.C. § 623, et seq.; the Americans with Disability Act, 42 U.S.C. § 12101, et seq.; the Civil Rights Act of 1866 (42 U.S.C. § 1981); the Fair Labor Standards Act of 1938, 29 U.S.C. § 201, et seq.; the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c); Executive Order 11246; § 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq.; the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1132(a)(1)(B), et seq.; Sarbanes-Oxley Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); ); the Illinois Human Rights Act, 775 ILCS 5/1-103, et seq .; the Cook County Human Rights Ordinance, Ord. No. 93-0-13; the Illinois Wage Payment and Collection Act, 820 ILCS 115/1, et seq .; the United States Constitution, including any rights of privacy thereunder; claims for breach of express or implied contract, including breach of the covenant of good faith and fair dealing; claims for discrimination or harassment of any kind; claims for defamation or other personal or business injury of any kind; claims for unpaid wages, medical expenses, or other benefits or compensation; any claims arising out of any and all employee handbooks, policy and procedure manuals, and other policies and practices of the Releasees , and any and all rights to or claims for continued employment, attorneys’ fees or damages (including, but not limited to, contract, compensatory, punitive or liquidated damages) or equitable relief, arising from the beginning of time up to and including the date of this Agreement, which Pettit may ever have had or has now or which his heirs, executors or assigns can or shall have, against any or all of the Releasees, whether known or unknown, including, but not limited to, those on account of or arising out of or in any way or manner relating to, or based upon, his employment with the Company or his separation from such employment, or any facts, transactions, occurrences, acts or omissions, products or services relating to such employment or separation. Pettit specifically waives the benefit of any statute or rule of law, which, if applied to this Agreement, would otherwise exclude from its binding effect any claims not now known by Pettit to exist. It is expressly understood and agreed that this release shall constitute a general release and shall be interpreted liberally to effectuate the maximum protection to the Releasees allowed by law. This release includes an express, informed, knowing and voluntary waiver and relinquishment to the fullest extent permitted by law. Pettit acknowledges that he may have sustained damages, losses, costs or expenses which are presently unknown and unsuspected, and that such damages, losses, costs or expenses as may have been sustained may give rise to additional damages, losses, costs or expenses in the future. Pettit further acknowledges that he has negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs and expenses, and Pettit voluntarily and with full knowledge of its significance expressly waives and relinquishes any and all rights he may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases.

(b) General Release by the Company . Upon the execution of this Agreement, and in consideration of the covenants and other consideration set forth herein, the sufficiency of which the Company hereby acknowledges, each of the Releasees releases Pettit from any and all claims, demands, suits, debts, loans, judgments, liens, obligations, damages, liabilities (including, but not limited to, claims for indemnification or contribution), rights and causes of action of any nature whatsoever, known or unknown, at law or equity or otherwise, including, but not limited to, claims, demands, suits, causes or rights of action relating to breach of contract or public policy, and any and all rights to or claims for attorneys’ fees or damages

(including, but not limited to, contract, compensatory, punitive or liquidated damages) or equitable relief, arising from the beginning of time up to and including the date of this Agreement, which any of the Releasees may ever have had or has now or which its successors or assigns can or shall have, against him, whether known or unknown, including, but not limited to, those on account of or arising out of or in any way or manner relating to, or based upon, his employment with the Company or his separation from such employment, or any facts, transactions, occurrences, acts or omissions, products or services relating to such employment or separation. The Company specifically waives the benefit of any statute or rule of law, which, if applied to this Agreement, would otherwise exclude from its binding effect any claims not now known by the Company to exist. It is expressly understood and agreed that this release shall constitute a general release and shall be interpreted liberally to effectuate the maximum protection to Pettit allowed by law. This release includes an express, informed, knowing and voluntary waiver and relinquishment to the fullest extent permitted by law. The Company acknowledges that it may have sustained damages, losses, costs or expenses which are presently unknown and unsuspected, and that such damages, losses, costs or expenses as may have been sustained may give rise to additional damages, losses, costs or expenses in the future. The Company further acknowledges that it has negotiated this Agreement taking into account presently unsuspected and unknown claims, counterclaims, causes of action, damages, losses, costs and expenses, and the Company voluntarily and with full knowledge of its significance expressly waives and relinquishes any and all rights it may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on general releases.

9. CONFIDENTIALITY OF AGREEMENT . Each of Pettit and the Company shall, and the Company shall cause each of the Related Entities to, keep strictly confidential the existence of and all of the terms and conditions, including amounts, in this Agreement; provided , however , that the Company may disclose the existence of and all of the terms and conditions, including amounts, in this Agreement in, and file this Agreement as an exhibit to, any filings made with the Securities and Exchange Commission and/or the NASDAQ Stock Market. Each of Pettit and the Company shall not, and the Company shall cause each of its Related Entities not to, disclose any such terms and conditions to any person other than its legal and/or financial advisor(s) to the extent necessary to perform services or as may be compelled by law.

10. PERFORMANCE AND COOPERATION . Pettit will cooperate fully with the Company in connection with any and all existing or future depositions, hearings, trials and/or litigations, adversary proceedings or investigations brought by or against the Company or any of the Related Entities or any of their respective agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent Pettit’s cooperation is reasonably deemed necessary by the Company. In the event that Pettit is subpoenaed or otherwise contacted in any way related to the Company or any of the Related Entities, Pettit will immediately notify the Company and shall give the Company an opportunity to respond to such notice before taking any action or making any decision in connection with such subpoena or other contact (it being understood and agreed to by the Company that any such response shall be prompt). Notwithstanding the foregoing, Pettit shall have no obligation to notify the Company under the immediately preceding sentence in any case in which Pettit is advised in writing by legal counsel that taking such action would violate applicable law. The Company will reimburse Pettit for reasonable out-of-pocket expenses, including reasonable attorneys’ fees, incurred as a

result of such cooperation. On the Effective Date, Pettit will surrender to the Company all physical property of the Company presently in his possession, including keys, keycards and credit cards.

11. NO DISPARAGEMENT . Pettit agrees that he shall not at any time engage in any form of conduct, nor make any statements or representations, that disparage or otherwise impair the reputation, goodwill or interests of any of the Releasees. The Company agrees that it shall not at any time engage in any form of conduct, nor make any statements or representations, that disparage or otherwise impair the reputation, goodwill or interests of Pettit.

12. MISCELLANEOUS .

(a) Successors . This Agreement shall be binding upon, enforceable by and inure to the benefit of Pettit’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees, and the Company and any successor to all or substantially all of the business and/or assets of the Company.

(b) Severability . If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to be maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

(c) Controlling Law . This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Illinois.

(d) Binding Arbitration . Any controversy or claim arising under, or relating to, this Agreement shall be settled by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered and enforced by a state or federal court in the State of Illinois. The Company and Pettit submit and consent to the exclusive jurisdiction of such court for the purpose of obtaining the entry of and enforcing such judgment and waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in such court as well as any claim that any such action or proceeding has been brought in an inconvenient forum.

(e) Amendment . Any amendment to this Agreement shall be made in writing and signed by the parties hereto.

(f) Waiver . No claim or right arising out of a breach or default under this Agreement can be discharged by a waiver of that claim or right unless the waiver is in writing signed by the party hereto to be bound by such waiver. A waiver by either party hereto of a breach or default by the other party of any provision of this Agreement shall not be deemed a waiver of future compliance therewith and such provision shall remain in full force and effect.

13. ENTIRE AGREEMENT . Except as specifically set forth herein, any existing written or oral agreement of any kind between the Company and Pettit is fully superseded by this Agreement and is null and void. The Company and Pettit warrant that no promise or inducement has been offered or made except as herein set forth and that the consideration stated herein is the sole consideration for this Agreement.

14. ADVICE . Pettit represents and warrants that he has read this entire Agreement; has had, in accordance with the Older Workers Benefit Protection Act, up to twenty-one (21) days to consider this Agreement; has been given the opportunity and has been encouraged to have this Agreement reviewed by an attorney; understands its meaning and application; and is signing of his own free will with the intent of being bound by each and every provision of this Agreement. Pettit further understands that he has seven (7) days to revoke this Agreement after signing it.

15. NOTICES . All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, by same day or overnight mail or overnight courier service as follows:

to the Company :

Echo Global Logistics, Inc.

600 West Chicago Avenue

Suite 725

Chicago, Illinois 60610

Attention: Douglas R. Waggoner, Chief Executive Officer

with a copy to :

Steven J. Gavin and Matthew F. Bergmann

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

to Pettit :

Scott P. Pettit

or to such other address as either party shall have previously specified in writing to the other.

[signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

SCOTT P. PETTIT	ECHO GLOBAL LOGISTICS, INC.

/s/ Scott P. Pettit	By:	/s/ Douglas R. Waggoner
		Douglas R. Waggoner
		Chief Executive Officer

[Signature Page to Confidential Separation Agreement]

Exhibit 10.11

IRREVOCABLE PROXY AGREEMENT

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

WHEREAS, Pettit has been employed as Chief Financial Officer of Echo;

WHEREAS, Echo is terminating Pettit’s employment effective as of April 4, 2008 (the “ Effective Date ”) in accordance with the terms of that certain Confidential Separation Agreement dated as of March 31, 2008 by and between Echo and Pettit;

WHEREAS , as of the Effective Date, Pettit will (i) be the record and beneficial owner of 50,000 shares (the “ Shares ”) of common stock, par value $0.0001 per share, of Echo (the “ Common Stock ”), (ii) be the record and beneficial owner of vested options to purchase 50,000 shares of Common Stock at an exercise price of $4.40 per share (the “ Vested Options ,” and together with the Shares, the “ Owned Securities ”), (iii) be the record and beneficial owner of unvested options to purchase 30,000 shares of Common Stock vesting on January 1, 2009 (the “ Subject Options ,” and together with the Owned Securities and Vested Options, the “ Subject Securities ”), subject to the terms and conditions of that certain Confidential Separation Agreement dated as of the Effective Date between Pettit and Echo, and (iv) own no other equity interests of Echo, whether directly or indirectly, or of record or beneficially, and has no right to acquire any other equity interests of Echo;

WHEREAS, Echo is contemplating an initial public offering (the “ Offering ”) of its Common Stock (the “ Offering Shares ”), which Offering Shares will be sold to a group of underwriters for resale to the public;

WHEREAS, in connection with the Offering, certain shares of Common Stock held by Echo stockholders, including the Subject Securities held by Pettit, may be included in the Offering;

WHEREAS, in connection with the Offering, Pettit desires to grant to the Representative the proxy granted pursuant hereto; and

WHEREAS, Pettit and the Representative intend that the proxy granted pursuant hereto be irrevocable during the term of this Agreement and that the powers and proxies granted pursuant to this Agreement are given in connection with the proposed Offering.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Irrevocable Proxy . Pettit hereby irrevocably constitutes and appoints the Representative, from the Effective Date until the Termination Date (as defined below), as his true and lawful proxy, with full power of substitution, for and in his name, place and stead to vote the Subject Securities, and any and all other equity interests in Echo held by Pettit, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to

any and all matters subject to a vote of Echo stockholders, including, without limitation (i) matters relating to, or arising in connection with, the Offering, (ii) any amendment to the governing documents of Echo, (iii) the adoption of any employee benefit plan by Echo and (iv) any recapitalization, merger, purchase, sale, change of control, conversion of equity interests or similar transaction proposed by Echo (the “ Voting Matters ”). The foregoing proxy shall include the right to sign Pettit’s name (as an Echo stockholder or option holder) to any agreement, consent, certificate or other document relating to any and all Voting Matters that the Representative deems necessary or appropriate, in its sole and absolute discretion, to cause the Subject Securities to be voted in accordance with the preceding sentence. Pettit hereby revokes all other proxies and powers of attorney with respect to the Subject Securities that he may have appointed or granted. Pettit hereby agrees not to give a subsequent proxy or power of attorney (and if given, will not be effective) or enter into any other voting agreement with respect to the Subject Securities. The Representative shall be entitled to exercise any and all voting and other consensual rights pertaining to the Subject Securities or any part thereof for any purpose not inconsistent with the terms of this Agreement.

THE PROXIES AND POWERS GRANTED BY PETTIT PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF PETTIT’S OBLIGATIONS UNDER THIS AGREEMENT.

2. Acknowledgements of Pettit and the Representative . Pettit acknowledges that the proxies and powers granted herein to the Representative shall be exercised by the Chief Executive Officer or Chief Financial Officer of the Representative, each of whom shall have the right during the term of this Agreement to vote the Subject Securities with respect to any and all Voting Matters. The Representative acknowledges that the proxies and powers granted to it herein shall not include the right to sell the Subject Securities.

3. Termination . This Agreement shall terminate upon the closing of the Offering (the “ Termination Date ”). This Agreement shall not be terminated by operation of law upon the occurrence of any event, including, without limitation, the death or incapacity of Pettit.

4. Miscellaneous .

(a) Governing Law . This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware as they apply to contracts entered into and wholly to be performed within such state by residents thereof.

(b) Binding Effect . Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns.

(c) Entire Agreement . This Agreement contains the complete and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, in connection with the subject matter hereof.

(d) Severability . Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

(e) Further Action . Pettit agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

(f) Headings . Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

(g) Amendment . Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by each of the parties to this Agreement.

(h) Counterparts . This Agreement may be executed in any number of counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatories.

[signature page follows]

IN WITNESS WHEREOF, t he parties have executed this Irrevocable Proxy Agreement as of the date first above written.

	REPRESENTATIVE :

	ECHO GLOBAL LOGISTICS, INC.

	By:	/s/ Douglas R. Waggoner
	Name:	Douglas R. Waggoner
	Title:	Chief Executive Officer


	PETTIT :


	/s/ Scott P. Pettit
	Scott P. Pettit

[Signature Page to Irrevocable Proxy Agreement]

Exhibit 10.12

FORM OF INDEMNIFICATION AGREEMENT

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

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors’ and officers’ liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers, directors and employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals such as Indemnitee to serve as officers, directors or employees of the Company and to indemnify such officers, directors and employees so as to provide them with the maximum protection permitted by law; and

WHEREAS, this Agreement is being entered into as part of the Indemnitee’s total compensation for serving as an officer, director or employee of the Company, as applicable.

NOW THEREFORE, in consideration for Indemnitee’s services as an officer, director or employee of the Company and the covenants contained herein, the Company and Indemnitee hereby agree as follows:

1. Indemnification .

(a) Third Party Proceedings . The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party or otherwise involved (including involvement as a witness) to any threatened, pending or completed action, suit, proceeding or any alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expenses (including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred or suffered by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party or otherwise involved (including involvement as a witness) to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against all expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred or suffered by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware 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, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c) Actions where Indemnitee is Deceased . If Indemnitee was or is a party, or is threatened to be made a party, to any proceeding by reason of the fact that he or she is or was a director, officer or employee of the Company or by reason of anything done or not done by Indemnitee in any such capacity, and prior to, during the pendency of, or after completion of, such proceeding, Indemnitee shall die, then the Company shall indemnify, defend and hold harmless the estate, heirs and legatees of Indemnitee against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by such estate, heirs or legatees in connection with the investigation, defense, settlement or appeal of such proceeding on the same basis as provided for Indemnitee in subsections (a) and (b) of this Section 1.

(d) Mandatory Payment of Expenses . To the extent that Indemnitee has served as a witness on behalf of the Company or has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 1, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

2. Agreement to Serve . In consideration of the protection afforded by this Agreement, if Indemnitee is a director of the Company, he or she agrees to serve at least for the six months

after the effective date of this Agreement as a director and not to resign voluntarily during such period without the written consent of a majority of the Board of Directors of the Company. If Indemnitee is an officer of the Company not serving under an employment contract, he or she agrees to serve in such capacity at least for the balance of the current fiscal year of the Company and not to resign voluntarily during such period without the written consent of a majority of the Board of Directors of the Company. Following the applicable period set forth above, Indemnitee agrees to continue to serve in such capacity at the will of the Company (or under separate agreement, if such agreement exists) so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or until such time as he or she tenders his or her resignation in writing. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

3. Expenses; Indemnification Procedure .

(a) Advancement of Expenses . The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in Section 1(a) or (b) (but not amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced (without interest) only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Company. Such request shall reasonably evidence the expenses and costs incurred by the Indemnitee in connection therewith. The Company’s obligation to provide an advancement of expenses is subject to the following conditions: (a) if the proceeding arose in connection with Indemnitee’s service as a director or officer, as applicable, then the Indemnitee or his or her representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s financial ability to make repayment, by or on behalf of Indemnitee to repay all advances if and to the extent that it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties and the question that Indemnitee is not entitled to be indemnified for such advances under this Agreement or otherwise; (b) Indemnitee shall give the Company such information and cooperation as it may reasonably request and as shall be within Indemnitee’s power; and (c) Indemnitee shall furnish, upon request by the Company and if required under applicable law, a written affirmation of Indemnitee’s good faith belief that any applicable standards of conduct have been met by Indemnitee. Indemnitee’s entitlement to such advances shall include those incurred in connection with any proceeding by Indemnitee seeking an adjudication pursuant to this Agreement.

(b) Notice/Cooperation by Indemnitee . Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Financial Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; or five (5) business days if sent by

airmail from a country outside of North America; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(c) Procedure . Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days) after receipt of the written request of Indemnitee. If the Company fails to respond within sixty (60) days of a written request for indemnification, the Company shall be deemed to have approved the request. If a claim under this Agreement, under any statute or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification is not paid in full by the Company within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days) after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at anytime thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers . If, at the time of the receipt of a notice of a claim pursuant to Section 3(b), the Company has directors and officers liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel . In the event the Company shall be obligated under Section 3(a) to advance the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election and approval of counsel by Indemnitee, which approval shall not be unreasonably withheld. After the delivery of such notice, approval of such counsel by Indemnitee and retention of such counsel by the

Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, except as provided below. The Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, in each of which case the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

4. Additional Indemnification Rights; Nonexclusivity .

(a) Scope . Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, by the Company’s Certificate of Incorporation or Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer or employee of the Company, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer or employee of the Company, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity . The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation or Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding.

5. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such actual and reasonable expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. Mutual Acknowledgement . Both the Company and Indemnitee acknowledge that in certain instances Federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers and employees under this Agreement or otherwise.

Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7. Directors and Officers Liability Insurance .

(a) The Company shall obtain and maintain a policy or policies of insurance (“ D&O Liability Insurance ”) with reputable insurance companies providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other person or entity at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including with respect to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any changes approved by the Board of Directors of the Company.

(b) Indemnitee shall be covered by the Company’s D&O Liability Insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any other director or officer under such policies. The Company shall, promptly after receiving notice of a proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such proceeding to the insurers under the Company’s D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.

8. Presumptions and Burdens of Proof; Effect of Certain Proceedings .

(a) In making any determination as to Indemnitee’s entitlement to indemnification hereunder, Indemnitee shall be entitled to a presumption that he is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 3(c), and the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption.

(b) The termination of any proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption (i) that Indemnitee did not act 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 Company, (ii) that with respect to any criminal proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful or (iii) that Indemnitee did not otherwise satisfy the applicable standard of conduct to be indemnified pursuant to this Agreement.

(c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or other person or entity, as applicable, including financial statements, or on information supplied to Indemnitee by the officers of such person or entity in the course of their duties, or on the advice of legal counsel for such entity or on information or records given or reports made to such entity by an independent certified public accountant, appraiser or other expert selected with reasonable care by such entity. The provisions of this Section 8(c) shall not be deemed to be exclusive or to limit in any way other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct to be indemnified pursuant to this Agreement.

(d) The knowledge or actions or failure to act of any other director, officer, employee or agent of the Company or other person or entity, as applicable, shall not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.

9. Severability . Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 9. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

10. Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee . To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be provided by the Company in specific cases if its Board of Directors has approved the initiation or bringing of such suit; or

(b) Lack of Good Faith . To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; or

(c) Insured Claims . To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an

insurance carrier under a policy of directors and officers liability insurance maintained by the Company;

(d) Claims under Section 16(b) . To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or

(e) Non-compete and Non-disclosure . To indemnify Indemnitee for expenses or liabilities with respect to proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company.

11. Construction of Certain Terms and Phrases .

(a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger with the Company, which constituent corporation, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee 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 as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan or its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

12. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

13. Successors and Assigns . This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement

in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

14. Attorneys’ Fees . In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action was made not in good faith or was frivolous.

15. Notice . Except as provided in Section 3(b), all notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

16. Consent to Jurisdiction . The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

17. Choice of Law . This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware without regard to the conflict of law principles thereof.

18. Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

19. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

20. Retroactivity . This Agreement shall be deemed to have been in effect during all periods that Indemnitee was a director, officer or employee of the Company, regardless of the date of this Agreement.

21. Amendment and Termination . No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

22. Integration and Entire Agreement . Subject to the provisions of Section 4, this Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	ECHO GLOBAL LOGISTICS, INC.,
	a Delaware corporation

	By:
	Name:
	Title:


	Address for notice :

	600 West Chicago Avenue, Suite 725 Chicago, Illinois 60654

AGREED TO AND ACCEPTED:

INDEMNITEE:

By:
Name:
Title:


Address for notice :
[ ]
[ ]

Exhibit 10.14

ASSET PURCHASE AGREEMENT

by and among

ECHO/RT HOLDINGS, LLC,

RAYTRANS DISTRIBUTION SERVICES, INC.,

RAYTRANS HOLDINGS, INC.,

AND

JAMES A. RAY

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	4
1.4	Retained Liabilities	5
1.5	Purchase Price	6
1.6	Purchase Price Adjustment	6
1.7	Earn-Out	9
1.8	Allocation of Purchase Price	14

ARTICLE II	CLOSING	14

2.1	Time	14
2.2	Closing Date for Financial Reporting Purposes	14
2.3	Transactions at the Closing	14

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE SHAREHOLDER	16

3.1	Authority	16
3.2	Enforceability	16
3.3	Transaction Not a Breach	17
3.4	No Brokers	17

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF SELLER, HOLDINGS AND SHAREHOLDER	17

4.1	Organization	17
4.2	No Subsidiaries	17
4.3	Capitalization; Indebtedness	17
4.4	Authority	18
4.5	Transaction Not a Breach; Required Consents	18
4.6	Financial Statements	18
4.7	No Undisclosed Liabilities	19
4.8	Litigation	19
4.9	Insurance	19
4.10	Intellectual Property	19
4.11	Tax Matters	20
4.12	Contracts; No Defaults	21
4.13	Licenses and Permits	22
4.14	Compliance with Laws	23
4.15	Employees	23
4.16	Employee Benefit Plans	24
4.17	Obligations to Related Parties	26
4.18	Title and Condition of Purchased Assets	26
4.19	Real Property	26
4.20	Environmental Matters	27
4.21	Material Adverse Changes	28
4.22	Customers	29

Table of Contents

		Page

4.23	Vendors	30
4.24	Accounts Receivable	30
4.25	Accounts Payable	30
4.26	Bank Accounts	30
4.27	Certain Payments	30
4.28	No Brokers	30

ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	31

5.1	Organization	31
5.2	Authority	31
5.3	Transaction Not a Breach	31
5.4	Litigation	31
5.5	No Brokers	31

ARTICLE VI	CERTAIN COVENANTS OF THE PARTIES	32

6.1	Confidential Information; Non-Competition	32
6.2	Publicity	33
6.3	Access to Records	33
6.4	Budget; Transition Plan; Accounts Receivable	33
6.5	License Agreement	34
6.6	Confidentiality and Non-Compete Agreements	34
6.7	Transaction Processing Services	34
6.8	Minimum EBITDA	34

ARTICLE VII	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS	34

7.1	Survival of Representations, Warranties and Covenants of Seller, Holdings and the Shareholder	34
7.2	Survival of Representations, Warranties and Covenants of Purchaser	35

ARTICLE VIII	INDEMNIFICATION	36

8.1	Indemnification by Holdings and the Shareholder	36
8.2	Indemnification by Seller, Holdings and the Shareholder	36
8.3	Indemnification by Purchaser	36
8.4	Claims for Indemnification	37
8.5	Right of Set-Off	37
8.6	Defense by the Indemnifying Party	38
8.7	Payment of Indemnification Obligation	39
8.8	Indemnification Limitation — Basket	39
8.9	Indemnification Limitation — Cap	39
8.10	Computation of Losses	39
8.11	Other Indemnification Limitations	39

ARTICLE IX	OTHER AGREEMENTS AND COVENANTS	40

9.1	Tax Matters	40
9.2	Required Consents	40
9.3	Accounts Receivable	41
9.4	Post-Closing Access to Records/Cooperation	41

Table of Contents

		Page

9.5	Bulk Sale Waiver and Indemnity	42
9.6	Use of the Seller’s Name	42

ARTICLE X	EMPLOYEE MATTERS	42

10.1	Offers of Employment	42
10.2	Liabilities	43
10.3	Severance	43
10.4	Accrued Vacation Time	43
10.5	Employee Benefit Plans	43

ARTICLE XI	MISCELLANEOUS	44

11.1	Notices	44
11.2	Entire Agreement	45
11.3	Governing Law and Venue	45
11.4	Binding Effect; Assignment	45
11.5	Counterparts	46
11.6	Further Assurances	46
11.7	Section Headings	46
11.8	Gender; Tense, Etc.	46
11.9	Severability	46
11.10	No Third Party Rights	46
11.11	Fees and Expenses	47
11.12	Amendments; No Waivers	47
11.13	“Knowledge” Defined	47
11.14	Public Announcements	47
11.15	No Strict Construction	48
11.16	Guaranty of Performance	48

iii

ASSET PURCHASE AGREEMENT

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

RECITALS

A. WHEREAS , the Seller provides brokerage services in the commercial trucking market (the “Business” );

B. WHEREAS , Holdings owns, and is the holder of, all of the issued and outstanding shares of capital stock of the Seller, and the Shareholder owns, and is the holder of, a majority of the issued and outstanding shares of capital stock of Holdings;

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 the Purchaser, the Purchased Assets (as defined below), upon the terms and 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 of this Agreement and in reliance upon the representations and warranties set forth in this Agreement, at the Closing (as defined herein), Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and accept from Seller, all of the Purchased Assets (as defined herein), free and clear of any and all Liens or Encumbrances (as defined herein). The “Purchased Assets” shall mean all of Seller’s 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), including, without limitation, the following:

(a) Seller’s rights to the Leased Real Property (as defined in Section 4.19 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 of Seller’s right, title and interest in, to or under (i) the Contracts (as defined below) listed on Schedule 4.12 and (ii) the Contracts that relate to the Business and are not required to be listed on Schedule 4.12 in accordance with the provisions of Section 4.12 below (collectively, the “Assigned Contracts” ); provided , however , that in no event shall those contracts designated with an asterisk on Schedule 4.12 be deemed Assigned Contracts;

(e) all of Seller’s right, title and interest in, to or under any and all Intellectual Property Assets (as defined in Section 4.10 below) owned by Seller and used in the Business and that are not Retained Assets;

(f) all accounts receivable, notes, contract or other rights to payment for goods sold or services rendered as of the Closing Date (the “Accounts Receivable” ) that are included as current assets in the Final Closing Balance Sheet and the final determination of Actual Working Capital;

(g) all Permits (as defined in Section 4.13 below) of Seller used in connection with, or otherwise related to, the Business to the extent transferable or assignable to Purchaser;

(h) 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 a corporation), 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 Shareholder may retain copies of such Records as necessary to enable the Seller, Holdings or Shareholder to fulfill their Tax filing, regulatory or statutory obligations after the Closing Date;

(i) 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, if and to the extent they are included as current assets in the Final Closing Balance Sheet and the final determination of Actual Working Capital;

(j) Seller’s goodwill related to the Business;

(k) 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;

(l) all deposits held by Seller with respect to services to be performed or products to be delivered after the Closing Date, if and to the extent they are included as current assets in the Final Closing Balance Sheet and the final determination of Actual Working Capital;

(m) all of Seller’s rights in and to that certain “lock box” account listed on Schedule 4.26 , together with all cash and cash equivalents and marketable securities of Seller in such account as of the Closing Date;

(n) 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

(o) 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 and any equity or other ownership interests in each of the entities listed on Schedule 1.2(a) hereto;

(b) all Employee Benefit Plans;

(c) Tax records (including Tax Returns), minute books and other corporate books and records of Seller relating to its corporate existence and maintenance;

(d) any claim, right or interest of Seller in any Tax refunds, assessments or credits due to Seller for any period, other than Tax refunds, assessments or credits with respect to any Assumed Taxes;

(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 insurance policies and all rights of Seller to insurance benefits and all proceeds under insurance policies arising from or relating to any Losses with respect to the Retained Assets or Retained Liabilities (excluding insurance benefits and all proceeds under insurance policies that relate to Purchased Assets);

(g) all claims, rights or causes of action related to any Retained Asset or Retained Liability;

(h) all of Seller’s rights under any agreement by and between Seller and the Shareholder;

(i) except as provided in Section 1.1(m) above, all cash and cash equivalents and marketable securities of Seller, together with Seller’s rights in and to any and all bank accounts, as of the Closing Date;

(j) 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, including without limitation, “RayTrans Distribution Services,” “RayTrans” or other substantially similar words; and

(k) all of Seller’s rights under this Agreement, including payments to be made to Seller hereunder, and any Transaction Document (as defined herein).

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 of Seller relating to the Business (collectively, the “Assumed Liabilities” ):

(a) Seller’s Liabilities 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, including without limitation, the Lease, that occurs at any time prior to the Closing Date, except to the extent Seller knows of such default or breach as of the Closing Date and such default or breach is disclosed on Schedule 4.12 to this Agreement);

(b) Seller’s Liabilities relating to the Business that are included as current liabilities in the Final Closing Balance Sheet and the final determination of Actual Working Capital (other than any liabilities which Seller is obligated to pay pursuant to Section 11.11 below), but only to the extent of the monetary amount of such Liabilities so reflected;

(c) Seller’s Liabilities relating to the Business that exist as of the Closing Date (other than those Liabilities described in Section 1.3(b) above) and that are clearly set forth on Schedule 1.3 to this Agreement, but only to the extent of the monetary amount of such Liabilities so reflected;

(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;

(f) all obligations of Seller under the Personal Property Leases arising and to be performed only on or after the Closing Date; and

(g) all obligations accruing, arising out of or relating to the conduct or operation of the Business or the ownership of the Purchased Assets from and after the Closing Date, including all such obligations arising out of any action, proceeding or other litigation.

For purposes of this Agreement, “Assumed Taxes” shall mean (i) 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 have been reserved for as a separate current liability in the determination of Actual Working Capital, 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 have been reserved for as a separate current liability in the determination of Actual Working Capital.

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” ). Seller shall remain solely responsible for all 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:

(a) 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;

(b) 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 Date and not being acquired by Purchaser hereunder);

(d) any Liability under or with respect to any Employee Benefit Plan;

(e) any Liability arising out of any claim, cause of action, proceeding, investigation or other litigation or suit (whether brought against Seller or Purchaser before or after the Closing Date) arising, in whole or in part, from the conduct of the business of Seller prior to or after the Closing Date;

(f) any Liability arising out of or resulting from Seller’s non-compliance with any federal, state, local or other governmental law, statute or regulation;

(g) 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;

(h) any Liability of Seller to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement;

(i) any Liability of Seller to its current or former stockholders, (in their capacities as such) or to any other affiliate of Seller;

(j) any Liability of Seller to the extent relating to any Retained Asset;

(k) any Indebtedness (as defined in Section 1.6(a)(iii) below);

(l) any Liability of Seller for accrued dividends, interest and shareholder and employee bonuses; or

(m) Seller’s obligations under this Agreement or any of the Transaction Documents.

1.5 Purchase Price . The total purchase price being paid by Purchaser to Seller for the transfer and delivery of the Purchased Assets and the rights and benefits conferred under this Agreement shall be equal to an amount up to $12,550,000 (the “Purchase Price” ). The Purchase Price shall be paid to Seller in such amounts and at such times as follows:

(a) an amount equal to $6,050,000 (the “Closing Payment” ), to be paid as follows:

(i) the Payoff Amount (as defined in Section 2.3(b)(vii) ) shall be delivered at Closing by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by each applicable lender; and

(ii) the remainder of the Closing Payment, as adjusted pursuant to Section 1.6(a)(i) below and after deduction for the Payoff Amount, shall be paid at Closing by wire transfer of immediately available funds to Seller; plus

(b) an additional amount up to $4,000,000, to be paid to Seller in accordance with Section 1.7(b) hereof; plus

(d) the assumption by Purchaser of the Assumed Liabilities pursuant to Section 1.3 above.

1.6 Purchase Price Adjustment .

(a) Estimated Working Capital .

(i) Seller has prepared and delivered to Purchaser a balance sheet of the Business based upon the Purchased Assets and the Assumed Liabilities as of the Closing Date (the “Estimated Closing Balance Sheet” ), a copy of which is attached hereto as Exhibit A and which contains Seller’s good faith best estimate of the Working Capital as of the Closing Date (the “Estimated Working Capital” ), determined on a basis consistent with the methodology to be employed in the calculation of the Working Capital described below. To the extent that the Estimated Working Capital is less than $1,000,000 (the “Minimum Closing Working Capital” ), the Purchase Price (and the Closing Payment required to be made pursuant to Section 1.5(a) at the Closing) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Working Capital is greater than the Minimum Closing Working Capital, the Purchase Price (and the Closing Payment required to be made pursuant to Section 1.5(a) at the Closing) will be increased dollar-for-dollar by the amount of such excess.

(ii) For purposes of this Agreement, the term “Working Capital” means the excess of all of the Seller’s current assets included in the Purchased Assets over all of the Seller’s current liabilities included in the Assumed Liabilities as of the close of business on the business day immediately prior to the Closing Date; provided , however , that the parties agree that for purposes of determining Working Capital, Seller’s current liabilities shall not include (i) any Indebtedness, or (ii) any Liabilities which Seller is obligated to pay pursuant to Section 11.11 of this Agreement, except to the extent separately accrued for as current liabilities on the Final Closing Balance Sheet. The Working Capital shall be determined in accordance with United States generally accepted accounting principles ( “GAAP” ), consistently applied.

(iii) For purposes of this Agreement, the term “Indebtedness” means, without duplication, (i) all indebtedness of Seller for borrowed money, whether current or funded, secured or unsecured, direct or indirect, including under lines of credit or other credit facilities of Seller or evidenced by notes, bonds, debentures or other debt securities, (ii) any cash overdrafts or similar obligations, (iii) the deferred purchase price of property or services (other than accounts payable and accrued expenses incurred in the ordinary course of business that are reflected on the Final Closing Balance Sheet) with respect to which Seller is liable as obligor (including credit card balances), (iv) any notes payable to any of Seller’s stockholders, vendors, customers or third parties, (v) all interest owed with respect to the indebtedness described in the preceding clauses (i) through (iv) and any prepayment penalties or fees or similar breakage costs or other fees and costs required to be paid in order for such indebtedness to be satisfied and discharged in full as of the Closing Date, (v) any severance or change of control payments, liabilities or obligations owed or due to be paid as a result of the sale of the Purchased Assets, and (vi) indebtedness of the types described in clauses (i) through (v) guaranteed, directly or indirectly, in any manner by Seller through an agreement, contingent or otherwise.

(b) Actual Working Capital .

(i) As soon as practicable after the date hereof, but not later than ninety (90) days following the date hereof, Purchaser shall prepare and deliver to Seller the following:

(A) a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities as of the Closing Date prepared in accordance with GAAP consistently applied (the “Final Closing Balance Sheet” ), reflecting all adjustments made by Purchaser to the Estimated Closing Balance Sheet;

(B) Purchaser’s calculation of the Working Capital as of the Closing Date (the “Actual Working Capital” ) which shall be consistent with the methodology set forth in Section 1.6(a)(ii) , together with a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit” ) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus” ); and

support and document the determination of the Actual Working Capital (collectively, the “Supporting Documents” ).

(ii) Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. Seller, Purchaser, and their respective accountants and other representatives shall fully cooperate with each other in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing access to accountant’s work papers relevant to the Final Closing Balance Sheet, as well as the books and records related thereto.

(iii) Within thirty (30) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to Seller, Seller may deliver written notice (the “Protest Notice” ) to Purchaser of any objections to Purchaser’s calculation of the Actual Working Capital. The Protest Notice shall (A) describe the nature of Seller’s objection in reasonable detail, (B) identify the specific items involved and the dollar amount of each such objection, and (C) be accompanied with reasonable supporting documentation for each of Seller’s objections. If Seller fails to deliver a Protest Notice within such 30-day period, then Seller will be deemed to have accepted the Final Closing Balance Sheet and Purchaser’s calculation of the Actual Working Capital and may not introduce additional disagreements with respect to any item in the Final Closing Balance Sheet.

(iv) If Seller timely delivers a Protest Notice to Purchaser, then any dispute shall be resolved as follows:

(A) The parties shall promptly endeavor to negotiate in good faith to reach agreement upon the amount of the Actual Working Capital. In the event that a written agreement determining the amount of the Actual Working Capital has not been reached within ten (10) business days after the date of receipt by Purchaser of the Protest Notice, each of Seller and Purchaser shall each select one (1) reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their respective affiliates, have any relationship) to arbitrate the dispute over the calculation of the Actual Working Capital, which accounting firm shall serve as the arbiter for the dispute over the calculation of the Actual Working Capital (the “Working Capital Arbiter” ). Upon the selection of the Working Capital Arbiter, each of Purchaser’s and the Seller’s determination of the items in dispute shall be submitted to the Working Capital Arbiter.

(B) The Working Capital Arbiter shall be directed to render a detailed written report that sets forth the resolution of all items in dispute (the “Disputed Items” ) and that contains a final copy of the Final Closing Balance Sheet as promptly as practicable, and to resolve only the Disputed Items. Each of Seller and Purchaser shall furnish to the Working Capital Arbiter such work papers, schedules and other documents and information relating to the Disputed Items as the Working Capital Arbiter may reasonably request. The Working Capital Arbiter shall establish the procedures it shall follow (including procedures

regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and Seller to resolve each of the Disputed Items as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty (30) days after the Protest Notice is sent by the Seller. The Working Capital Arbiter’s resolution of the Disputed Items and the calculation of the Actual Working Capital shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter. The fees and expenses of the Working Capital Arbiter shall be borne exclusively by the party whose last proposal with respect to the Disputed Items and the Actual Working Capital (prior to the submission thereof to the Working Capital Arbiter) is furthest from the final determination of the Disputed Items and Actual Working Capital by the Working Capital Arbiter.

(v) If, after the final determination of the Actual Working Capital, there is a Working Capital Deficit, then the Purchase Price shall be reduced dollar-for-dollar by the entire amount of such Working Capital Deficit. Purchaser shall be entitled to the amount of such reduction, which amount shall be paid by Seller to Purchaser within ten (10) days after the final determination of the Actual Working Capital.

(vi) If, after the final determination of the Actual Working Capital, there is a Working Capital Surplus, then the Purchase Price shall be increased dollar-for-dollar by the entire amount of such Working Capital Surplus. Seller shall be entitled to the amount of such increase, which sum shall be paid by Purchaser to Seller within ten (10) days after the final determination of the Actual Working Capital.

(vii) Upon written notice to Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 1.6 after a final determination by the Working Capital Arbiter as provided for above, or as to which Seller does not deliver a Protest Notice as provided for above, against amounts otherwise payable under Section 1.7 . The exercise of such 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 1.7 . Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser or Seller in any manner in the enforcement of any other remedies that may be available to it.

1.7 Earn-Out .

(a) For the purposes of this Section 1.7 , the following terms shall have the meanings set forth below:

“Cumulative Earn - Out Period” shall mean the period beginning on June 1, 2009 and ending May 31, 2012.

“Cumulative Earn - Out Payment” shall mean any payment of the amounts as determined in accordance with Section 1.7(c) , which shall, if made, constitute additional consideration for the Purchased Assets.

“Cumulative EBITDA” shall mean for any period, the cumulative EBITDA

generated from June 1, 2009 through and including the end of such period.

“Earn - Out Payment” shall mean any EBITDA Earn-Out Payment or any Cumulative Earn-Out Payment.

“Earnings” shall mean, for any period, the earnings of the Purchaser and its affiliates attributable to the Business during such period, including without limitation, all earnings attributable to Existing Accounts and New Accounts.

“EBITDA” shall mean the Earnings, excluding interest, taxes, depreciation and amortization, determined in accordance with GAAP, consistently applied. For purposes of this definition, any corporate overhead expenses charges paid by or among Purchaser and its subsidiaries or affiliates shall be excluded from the calculation of EBITDA and shall not cause a reduction of EBITDA for any applicable period; provided , however , that Purchaser may be charged for, and the calculation of EBITDA shall include, (i) the reasonable direct cost of services (including, without limitation, finance, accounting and customer support services) provided by Echo or the Purchaser to the extent directly relating to the operation of the Business, (ii) any salary, bonus, commissions or other compensation paid or payable by Purchaser to Shareholder for such period (other than payments pursuant to this Agreement), and (iii) its reasonable, allocable share of any out-of-pocket costs for products or services purchased or procured by Echo or its subsidiaries or affiliates from third parties for the direct benefit of the Purchaser with respect to the operation of the Business (e.g., Echo may purchase insurance for all operating subsidiaries, including Purchaser, and allocate a reasonable portion of the cost thereof to Purchaser), provided that the costs for such products or services are commercially reasonable and do not exceed the costs that would be paid by Purchaser directly.

“EBITDA Earn - Out Payment” shall mean any payment of the amounts as determined in accordance with Section 1.7(b) , which shall, if made, constitute additional consideration for the Purchased Assets.

“EBITDA Measurement Period” shall mean each of the First EBITDA Measurement Period, the Second EBITDA Measurement Period, and the Third EBITDA Measurement Period.

“Existing Accounts” shall mean all customer accounts of Seller as of the Closing listed on Schedule 1.7(a) to this Agreement; provided , however , that no customer account listed on Schedule 1.7(a) shall constitute an Existing Account unless Seller has delivered an invoice to such customer account within the twelve (12) month period prior to the Closing.

“First EBITDA Measurement Period” shall mean the period beginning on June 1, 2009 and ending May 31, 2010.

“New Accounts” means all future customer accounts obtained by any current or future employee or independent contractor of the Purchaser and its affiliates in connection with the Business; provided , that no such future customer account shall constitute a New Account for purposes of this Agreement unless such customer account

was obtained by such employee or independent contractor in compliance with the standard policies and procedures used by Echo with respect to Echo’s or its subsidiaries’ sales personnel (as such policies and procedures may be supplement or amended by Echo from time to time), consistently applied with respect to all such sales personnel, including employees and independent contractors of the Purchaser. Such policies and procedures include policies for resolving conflicts among Echo’s or its subsidiaries’ sales personnel regarding allocation and ownership of customer accounts.

“Second EBITDA Measurement Period” shall mean the period beginning on June 1, 2010 and ending May 31, 2011.

“Third EBITDA Measurement Period” shall mean the period beginning on June 1, 2011 and ending May 31, 2012.

(b) The applicable EBITDA Earn-Out Payments shall be determined as follows and paid in accordance with the procedures and on the date set forth in Section 1.7(f) :

(i) If the EBITDA for the First EBITDA Measurement Period is equal to at least $2,500,000, then Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $1,333,333.

(ii) If the EBITDA for the Second EBITDA Measurement Period is equal to at least $2,500,000, then Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $1,333,333.

(iii) If the EBITDA for the Third EBITDA Measurement Period is equal to at least $2,500,000, then Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $1,333,334.

(iv) If the EBITDA for any EBITDA Measurement Period is less than $2,500,000 but equal to or greater than $2,000,000, then Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $1,333,333 times a fraction, (A) the numerator of which is the positive difference between (x) the EBITDA for such EBITDA Measurement Period and (y) $2,000,000, and (B) the denominator of which is $500,000. By way of example only , if the EBITDA for the applicable EBITDA Measurement Period is equal to $2,200,000, the EBITDA Earn-Out Payment would be $533,333 (or $1,333,333 times $200,000 [or $2,200,000 minus $2,000,000] divided by $500,000).

(v) Notwithstanding the foregoing to the contrary, if the Cumulative EBITDA equals or exceeds $7,500,000 during the Cumulative Earn-Out Period, then Purchaser shall pay to Seller an EBITDA Earn-Out Payment in an amount equal to $4,000,000, less the amount of any Earn-Out Payments previously paid by Purchaser with respect to any EBITDA Measurement period pursuant to Sections 1.7(b)(i) – (iv) above; provided , however , that Seller shall not be entitled to any payment pursuant to this Section 1.7(b)(v) in the event that the EBITDA for any EBITDA Measurement Period is less than $2,000,000. For the avoidance of doubt, in no event shall the aggregate amount of EBITDA Earn-Out Payments payable pursuant to this Section 1.7(b) exceed $4,000,000.

(c) In addition to the applicable EBITDA Earn-Out Payments above, upon the Cumulative EBITDA equaling or exceeding $10,000,000 on or prior to April 30, 2012, Purchaser shall pay to Seller a Cumulative Earn-Out Payment equal to $2,500,000. The Cumulative Earn-Out Payment shall be paid in accordance with the procedures and on the date set forth in Section 1.7(f) .

(d) Within twenty (20) days after the close of the books following the end of each month during each EBITDA Measurement Period, Purchaser shall provide to Seller a statement of the EBITDA for the month then ended and the Cumulative EBITDA for the portion of the Cumulative Earn-Out Period then ended (the “EBITDA Statement” ). Purchaser shall provide to Seller and its representatives copies of such records and work papers created in connection with preparation of the EBITDA Statement which are reasonably required to support such EBITDA 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 EBITDA. Upon receipt of each EBITDA Statement for any portion of an EBITDA Measurement Period, Seller shall be entitled to object to the calculation of EBITDA for such period by delivery to Purchaser of a written notice of objection, and the parties agree to discuss in good faith any modifications to the calculation of such EBITDA. In the event that the parties cannot agree on any such modifications, Seller shall be entitled to make such further objections as it deems appropriate in a Notice of Objection as described in the following sentence. Upon receipt of the final EBITDA Statement for each fully completed EBITDA Measurement Period, Seller shall be entitled to object to the calculation of EBITDA for such EBITDA Measurement Period by delivery to Purchaser of a written notice of objection thereto (a “Notice of Objection” ), describing in reasonable detail the nature of the disagreement asserted. If Seller fails to deliver a Notice of Objection to Purchaser within thirty (30) days following receipt of an EBITDA Statement for a fully completed EBITDA Measurement Period, the determination of EBITDA by Purchaser as set forth in such EBITDA Statement shall be final and binding on the parties hereto.

(e) If Seller timely delivers a Notice of Objection to Purchaser, then any dispute shall be resolved as follows:

(i) Seller and Purchaser shall promptly endeavor to negotiate in good faith to agree upon the amount of the EBITDA. In the event that a written agreement determining the amount of the EBITDA has not been reached within ten (10) business days after the date of receipt by Purchaser of the Notice of Objection, each of Seller and Purchaser shall each select one (1) reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their respective affiliates, have any relationship) to adjudicate the determination of the EBITDA, which accounting firm shall serve as the arbiter for the dispute over the calculation of EBITDA (the “EBITDA Arbiter” ). Upon the selection of the EBITDA Arbiter, each of the Purchaser’s and the Seller’s determination of the EBITDA shall be submitted to the EBITDA Arbiter.

(ii) The EBITDA Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the EBITDA as promptly as practicable but in no event later than sixty (60) days after the Notice of Objection is sent by Seller, and to resolve only those issues of dispute set forth in the Notice of Objection. Each of Seller and Purchaser shall furnish to the EBITDA Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed issues as the EBITDA Arbiter may reasonably request. The EBITDA Arbiter shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the parties 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 EBITDA shall be final and binding upon each party hereto absent manifest error. The fees and expenses of the EBITDA Arbiter shall be borne exclusively by the party whose proposal for the EBITDA is furthest from the final determination of the EBITDA by the EBITDA Arbiter.

(f) On the date that a EBITDA Statement is delivered to Seller reflecting that an Earn-Out Payment (as determined in accordance with Section 1.7(b) above) is due or a Cumulative Earn-Out Payment (as determined in accordance with Section 1.7(c) above) is due, Purchaser shall pay to Seller the applicable Earn-Out Payment (as determined in accordance with Section 1.7(b) above), the applicable Cumulative Earn-Out Payment (as determined in accordance with Section 1.7(c) above), or the portion of any applicable Earn-Out Payment that is not then in dispute under Sections 1.7(d) and 1.7(e) above. Notwithstanding the foregoing, if an Earn-Out Payment becomes due and payable to Seller after the resolution of a dispute pursuant to Section 1.7(e) above, then Purchaser shall pay to Seller, within five (5) business days of the final determination of the EBITDA for the applicable EBITDA Measurement Period pursuant to Section 1.7(e) above, the additional amount with respect to the applicable Earn-Out Payment. All payments to Seller pursuant to this Section 1.7(f) shall be made by wire transfer in accordance with wire transfer instructions provided to Purchaser by the Seller.

(g) During the Cumulative Earn-Out Period, Purchaser shall (i) continue to operate the Business in a manner consistent with Seller’s past practices and the Budget, subject to the Business continuing to perform in a manner consistent with its past performance and the Budget and to the express limitations set forth in this Agreement, and (ii) maintain separate books and records of the Business, including, but not limited to, separate quarterly profit and loss statements of the Business, so as to make calculation of EBITDA feasible and verifiable.

(h) Notwithstanding anything in this Agreement to the contrary, except as expressly set forth in this Section 1.7 , 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 by Purchaser after the Closing or on the operations, business or activities of Purchaser or Echo after the Closing; provided , however , that during the Cumulative Earn-Out Period, Purchaser shall not act in an arbitrary or commercially unreasonable manner in the conduct or operation of the Business if such action would be reasonably likely to materially interfere with the achievement of the EBITDA targets set forth in this Section 1.7 . Without limiting the

foregoing, Seller acknowledges and agrees that after the Closing, (i) Purchaser may operate the Business under the name “Echo” or “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 Purchaser, (iii) the Business 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) Echo, as the sole member of the Purchaser, may, in its sole discretion, dissolve or terminate Purchaser and operate the Business as a division of Echo, provided that Echo expressly assumes the obligations of the Purchaser under this Section 1.7 , including without limitation, all payment obligations and the obligation under Section 1.7(h) to maintain separate books and records of the Business.

1.8 Allocation of Purchase Price . The parties shall (a) allocate the Purchase Price (and all relevant Assumed Liabilities and other relevant items) among the Purchased Assets and the Restrictive Covenants set forth in Section 7.1 below (the “Purchase Price Allocation” ) in accordance with the methodology set forth on Schedule 1.8 hereto and the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code” ), (b) within thirty (30) days of the final determination of the Actual Working Capital, make appropriate adjustments to the Purchase Price Allocation to reflect changes in the Purchase Price, and (c) make consistent use of the allocation, fair market value and useful lives specified on Schedule 1.8 hereto, as adjusted, for all Tax reporting purposes and report the transactions contemplated by this Agreement in accordance with the Purchase Price Allocation.

ARTICLE II

CLOSING

2.1 Time . The closing of the transactions contemplated by this Agreement (the “Closing” ) shall take place concurrently with the execution of this Agreement. The date of the Closing shall be referred to herein as the “Closing Date.”

2.2 Closing Date for Financial Reporting Purposes . For convenience, the parties hereto agree that, solely for purposes of Purchaser’s financial accounting and reporting (but not for any other purpose under this Agreement, including without limitation, Section 1.6 , Article III , Article IV and Article V hereof), the Closing shall be deemed completed as of 12:01 a.m. (CST) on the morning of June 1, 2009.

2.3 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 Payment by means of wire transfer of immediately available funds into one or more bank accounts designated in writing by 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 consulting agreement between the Purchaser and James A. Ray, in substantially the form attached hereto as Exhibit C (the “ Consulting Agreement ”), duly executed by the Purchaser;

(D) 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 D , duly executed by Seller;

(ii) assignments of Intellectual Property Assets, as Purchaser reasonably deems necessary or appropriate, duly executed by Seller;

(iii) a certificate of the Secretary of Seller certifying as to: (A) the articles of incorporation of Seller, as certified by the Secretary of State of the State of Illinois not earlier than ten (10) days prior to the Closing Date; (B) the by-laws of Seller; (C) resolutions duly adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and any agreements, instruments, certificates or other documents executed by Seller pursuant to this Agreement; and (D) the incumbency of its officers authorized to execute this Agreement and such other agreements or documents on behalf of Seller;

(iv) a certificate from the Secretary of State of the State of Illinois as of a date not earlier than ten (10) days prior to the Closing Date as to the existence and good standing of Seller;

(v) each of the consents required to be obtained from third parties as identified under Section 4.5 and Section 4.12 of this Agreement;

(vi) the Consulting Agreement, duly executed by James A. Ray;

(vii) a pay-off letter from each lender of the Company with respect to any Indebtedness indicating (A) the aggregate amount owed to such lender as of the Closing (collectively, the “Payoff Amount” ) and (B) that, upon payment of such amount, all amounts due and owing such lender by the Company shall be deemed satisfied and paid in full, such lender or creditor shall release all of its Liens and Encumbrances outstanding on or against the Purchased Assets or Seller, and shall authorize the filing of UCC Termination Statements or such other documents or endorsements necessary to release of

record such Liens and Encumbrances outstanding on or against the Purchased Assets or Seller, in form and substance satisfactory to Purchaser at the Closing;

(viii) the License Agreement required to be delivered pursuant to Section 6.5 , duly executed by Seller;

(ix) copies of the Confidentiality and Non-Compete Agreements required to be delivered pursuant to Section 6.6 ;

(x) an assignment to Purchaser of Seller’s obligations under that certain lease agreement for Seller’s premises located at Suite 102, 4747 Lincoln Mall Drive, Matteson, Illinois 60443 (the “Lease” );

(xi) an assignment to Purchaser of Seller’s rights under that certain promissory note payable to Seller by Inline Enterprises, LLC in the original principal amount of $99,878.13 (the “Inline Note” );

(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;

(xiii) such other documents or certificates as are deemed reasonably necessary by the Purchaser and its counsel.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE

SHAREHOLDER

Each of Holdings and the Shareholder hereby, severally and not jointly, represents and warrants to the Purchaser as follows:

3.1 Authority . Each of Holdings and the Shareholder has all requisite power, right and authority to enter into and perform its or his obligations under this Agreement, the Consulting Agreement, as applicable, and each of the other agreements, instruments or documents entered into in connection with this Agreement (collectively, the “Transaction Documents” ) to which Holdings or the Shareholder is a party.

3.2 Enforceability . This Agreement and each of the Transaction Documents to which Holdings and the Shareholder is a party have been duly executed and delivered by Holdings and the Shareholder and are the valid and binding obligation of Holdings and the Shareholder and are enforceable against Holdings and the Shareholder in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (including the possibility of unavailability of specific performance or injunctive relief), regardless of whether applied in a proceeding at law or in equity. 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 Holdings or the Shareholder of this Agreement and the Transaction Documents to which

Holdings or the Shareholder is a party and the consummation by Holdings or the Shareholder of the transactions contemplated hereby and thereby.

3.3 Transaction Not a Breach . Neither the execution and delivery of this Agreement and the Transaction Documents by Holdings or the Shareholder, nor the performance by Holdings or the Shareholder of the transactions contemplated hereby or thereby will, 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 Holdings or the Shareholder, (b) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to Holdings or the 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, claim or encumbrance upon the properties or assets of Holdings or the Shareholder pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which Holdings or the Shareholder is a party or by which he is or may be bound.

3.4 No Brokers . Except as set forth on Schedule 3.4 , no broker, finder, agent or similar intermediary has acted for or on behalf of Holdings or the 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 Holdings or the Shareholder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER, HOLDINGS AND

SHAREHOLDER

Each of Seller, Holdings and the Shareholder hereby, jointly and severally, 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 laws of the State of Illinois, 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 Transaction Documents, and to consummate the transactions contemplated hereby and thereby. Seller is 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 to do business is set forth on Schedule 4.1 .

4.2 No Subsidiaries . Except as set forth on Schedule 4.2 , Seller does not own, directly or indirectly, more than fifty percent (50%) of the equity interests or voting control of any other corporation, partnership, limited liability company or other entity (each, a “Subsidiary” ), nor does Seller own, directly or indirectly, any stock or other equity interest in any other corporation, partnership, limited liability company or other entity.

4.3 Capitalization; Indebtedness . Holdings owns and holds of record all of the issued and outstanding shares of capital stock of Seller, free and clear of any liens, claims or other

encumbrances. Shareholder owns and holds of record at least a majority of the issued and outstanding shares of capital stock of Holdings, free and clear of any liens, claims or other encumbrances. As of the Closing, Seller has no outstanding Indebtedness and is not a guarantor or indemnitor of any Indebtedness of any other person or entity.

4.4 Authority . Seller (a) has all requisite corporate power to enter into, and perform its obligations under, this Agreement and each of the Transaction Documents to which it is a party and (b) has taken all requisite corporate action to authorize (i) the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and (ii) the consummation of the sale of the Purchased Assets and other transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party. This Agreement has been duly executed and delivered by Seller and is binding upon, and legally enforceable against, Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

4.5 Transaction Not a Breach; Required Consents . Except as set forth on Schedule 4.5 , neither the execution and delivery of this Agreement or any of the Transaction Documents by Seller, nor the consummation by Seller of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the passage of time or both, (a) violate or conflict with or result in a breach of (i) any of the terms, conditions or provisions of Seller’s articles of incorporation or bylaws, (ii) any Contract, or (iii) any law, statute, ordinance, rule, regulation, restriction, judgment, order, writ, injunction, decree, determination or award to which Seller may be subject or bound, (b) result in the creation of any Lien or Encumbrance upon any of the Purchased Assets, (c) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon, or refuse to perform, any Contract, or (d) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received, under any Contract. Except as set forth on Schedule 4.5 , 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 Shareholder in connection with the consummation by Seller of the transactions contemplated by this Agreement or by any of the Transaction Documents.

4.6 Financial Statements . Seller has delivered to Purchaser (a) the unaudited financial statements of Seller as of December 31, 2008 and December 31, 2007, and the related statements of income for each of the fiscal years then ended (collectively, the “Year End Financial Statements” ), (b) the unaudited balance sheet of Seller as of April 30, 2008 (the “Current Balance Sheet” ) and the related statement of income of Seller for the four-month period then ended (collectively, the “Current Financial Statements” ), and the Estimated Closing Balance Sheet. The Year End Financial Statements, the Current Financial Statements and the Estimated Closing Balance Sheet are collectively referred to herein 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 and results of operations of the Business as of and for the periods presented thereby, except, in the case of the Current Financial

Statements and the Estimated Closing Balance Sheet, for normal year-end adjustments (which will not be material individually or in the aggregate) and the failure to include footnotes and other similar presentation items required by GAAP.

4.7 No Undisclosed Liabilities . Except as set forth on Schedule 4.7 , the Business has no debts, liabilities or obligations of any nature, whether known or unknown, accrued or unaccrued, absolute or contingent, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, or otherwise (collectively, “Liabilities” ), except (a) to the extent such Liabilities are clearly and accurately reflected and accrued for or fully reserved against in the Estimated Closing Balance Sheet, (b) Liabilities incurred in the ordinary course of business since the date of the Estimated Closing Balance Sheet, and (c) Liabilities under or pursuant to the Assigned Contracts which are to be performed or incurred after the Closing and are apparent from the reading of such Assigned Contract (but not Liabilities that result from, arise out of, or are attributable to, any breach of such Contract if such breach occurred prior to the Closing, Seller is aware of such breach, and Seller has disclosed such breach on Schedule 4.12 ).

4.8 Litigation . Except as set forth on Schedule 4.8 , (a) there is no action, suit, claim, proceeding or investigation pending (or, to the Seller’s knowledge, currently threatened in writing) against Seller, Holdings or the Shareholder relating in any way to Seller or the Business, (b) none of Seller, Holdings nor the Shareholder is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency, authority or body relating in any way to Seller or the Business, and (c) 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. Except as set forth on Schedule 4.8 , since December 31, 2007, Seller has not been a party or otherwise subject to any action, suit, proceeding, order, claim or investigation relating in any way to Seller or the Business involving a claim or request for an injunction or other equitable relief or for damages in excess of $50,000.

4.9 Insurance . Schedule 4.9 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 December 31, 2007 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 December 31, 2007 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.

4.10 Intellectual Property .

(a) Schedule 4.10 sets forth an accurate and complete list of all Intellectual Property Assets owned or licensed by Seller. Except as otherwise disclosed in Schedule 4.10 : (A) Seller is the owner or licensee of all right, title and interest in and to each of the Intellectual Property

Assets used in the Business, free and clear of any and all liens, charges, covenants, conditions, restrictions, encumbrances and adverse claims or rights whatsoever ( “Liens or Encumbrances” ); (B) Seller has the right and authority to use each of the Intellectual Property Assets in connection with the conduct of the Business in the manner presently conducted, without payment to any third party; (C) Seller is not in violation of any license, sublicense or agreement with respect to any of its Intellectual Property Assets, and the consummation of the transactions contemplated by this Agreement will not limit Seller’s ability to use such Intellectual Property Assets; (D) to Seller’s knowledge, Seller is not infringing upon, violating or misappropriating, the Intellectual Property Assets of any other person or entity, and (E) no person or entity is infringing upon, violating or misappropriating, any of Seller’s Intellectual Property Assets. The Intellectual Property Assets included in the Purchased Assets comprise all of the Intellectual Property Assets that are necessary to conduct the Business in the manner presently conducted.

(b) As used herein, the term “Intellectual Property Assets” means (A) 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, (B) patents, patent applications, patent disclosures and inventions and discoveries that may be patentable, (C) registered and unregistered copyrights in both published and unpublished works and applications for registration thereof, (D) trade secrets or confidential or proprietary information (including, without limitation, 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) know-how and copyrightable works, and (E) rights in internet web sites or protocol addresses, internet domain names and registration rights, uniform resource locators, and related security passwords or codes.

4.11 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 properly 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. Each such election is currently effective and 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 any comparable provision of applicable state law) or that would terminate Seller’s S corporation status. No taxing authority has challenged the effectiveness of any of these elections. 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 or for any Taxes of any employee, including the Taxes under Code Section 409A.

4.12 Contracts; No Defaults .

(a) Schedule 4.12 contains an accurate and complete list, and Seller has delivered to Purchaser accurate and complete copies of, each of the following contracts, agreements, instruments, leases, subleases, licenses, deeds, mortgages, purchase orders, commitments, arrangements or undertakings, whether written or oral (“Contracts”), to which or by Seller is a party or otherwise bound that relates to the Purchased Assets or operation of the Business:

(i) each Contract relating to the acquisition or divestiture of capital stock or other equity securities, assets or business of any person or entity;

(ii) each Contract 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) and each Contract with any independent sales agents or contractors;

(iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien, claim or other encumbrance on any portion of the Purchased Assets;

(iv) each guaranty of any obligation for borrowed money;

(v) each lease or agreement under which Seller is lessee of, or holds or operates any personal property owned by any other person or entity;

(vi) each lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal;

(vii) each Contract or group of related Contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $25,000;

(viii) each Contract or group of related Contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000;

(ix) each Contract which expressly prohibits Seller from freely engaging in business anywhere in the world; and

(x) each Contract entered into outside the ordinary course of business.

(b) Except as set forth on Schedule 4.12 :

(i) each Assigned Contract is a valid, binding and enforceable agreement against Seller and, to Seller’s knowledge, the other parties thereto 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) no consent, authorization or approval is required under any Assigned Contract in connection with the consummation of the transactions contemplated by this Agreement

(iii) Seller is not in breach of, or in default under, the terms of any Assigned Contract and has not received any notice of any such breach or default;

(iv) no condition exists or event has occurred that with or without notice or the passage of time or both, would constitute such a breach of, or a default under, any Assigned Contract by Seller;

(v) no other party to any Assigned Contract has breached any provision or is in default under any Assigned Contract; and

(vi) Seller has not given or received, at any time since December 31, 2007, any written notice or other written communication regarding any actual, alleged, or potential violation or breach of, or default under, any Assigned Contract.

(c) Except as set forth on Schedule 4.5 or Schedule 4.12 , the continuation, validity and effectiveness of each Assigned Contract will not be affected by the consummation of the transactions contemplated hereunder. Except as set forth on Schedule 4.12 , there are no pending renegotiations of any of the Assigned Contracts, and neither Seller nor Shareholder has any knowledge that a party to any Assigned Contract intends to terminate, cancel or materially change the terms of any such Assigned Contract.

4.13 Licenses and Permits . Schedule 4.13 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 4.13 , 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.

4.14 Compliance with Laws . Each of Seller and the operation of 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. Neither Seller nor Shareholder has 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.

4.15 Employees .

(a) Schedule 4.15 sets forth a true and complete list of the names, start dates, rates of pay per applicable period, applicable commission rates, and titles of all current officers, directors, employees and independent sales agents or contractors of Seller. Except as listed on Schedule 4.15 , Seller has not entered into any agreements or arrangements with any officers, directors, employees or independent sales agents or contractors of Seller. To the knowledge of Seller, each employee and independent sales agent or 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 sales agent or contractor of Seller has any intention to terminate his or her employment 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. To Seller’s knowledge, no employee of Seller is obligated under any Contract or subject to any order or judgment that would interfere with the use of such employee’s or independent sales agent’s or contractor’s best efforts to promote the interests of Seller or would conflict with the Business. Neither the execution and delivery of this Agreement nor the carrying on of the Business by the employees or independent sales agents or contractors of Seller, as presently conducted, will, to Seller’s knowledge, violate, conflict with or result in the breach of any term, condition or provision of, or constitute a default under, any Contract to which such employee or independent sales agent or contractor is a party or by which such employee or independent sales agent or contractor is bound.

(b) 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.

4.16 Employee Benefit Plans .

(a) Schedule 4.16 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) Neither Seller nor any ERISA Affiliate has at any time either (1) contributed to or been obligated to contribute to a plan that is subject to Title IV of ERISA or the funding provision of Section 412 of the Code, or (2) engaged in a transaction described in ERISA Section 4069.

(d) Neither Seller nor any ERISA Affiliate has (i) 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

(ii) 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 Employee Benefit Plan complies in all material respects with the applicable requirements of ERISA, the Code and any other applicable law governing such Employee Benefit Plan, and each Employee Benefit Plan has at all times been properly administered in all material respects in accordance with all such requirements of law, and in accordance with its terms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of law. 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) With respect to each Employee Benefit Plan maintained by the Seller or any ERISA Affiliate, such plan permits the plan sponsor to amend or terminate the plan at any time and without any liability, subject to the applicable requirements of ERISA and the Code for plan termination.

(j) There are, and have been, no audits by any governmental agency with respect to any Employee Benefit Plan.

(k) With respect to each Employee Benefit Plan, there has not occurred, and no person or entity is contractually bound to enter into, any “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, which transaction is not exempt under Section 4975(d) of the Code or Section 408 of ERISA.

(l) Each Employee Benefit Plan or arrangement that is subject to the provisions of Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code.

(m) 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 4.16 , (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.

4.17 Obligations to Related Parties . Except as set forth on Schedule 4.17 , (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 4.17 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 any Company, 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 Assigned Contract with Seller (other than employment agreements).

4.18 Title and Condition of Purchased Assets .

(a) Except as set forth on Schedule 4.18 , Seller has valid title to, or a valid leasehold interest in, all of the Purchased Assets, free and clear of all Liens or 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 in connection with the Business are held in the name or in the possession of any person or entity other than Seller.

(b) Each item of tangible property included in the Purchased Assets is in operating condition.

4.19 Real Property .

(a) Except as set forth in Schedule 4.19 , 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 4.19 (each a “Lease” and collectively, the “Leases” ). Schedule 4.19 indicates each real property (the “Leased Real Property” ) of which Seller is the tenant or subtenant. The Leased Real Property 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).

(c) With respect to the Leased Real Property: (i) Seller has all 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 Seller, threatened condemnation proceeding or proceeding by any governmental authority; (iii) Seller has not received notice, and 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; (iv) all material components of and improvements on or included within the Leased Real Property do not require material repair or replacement for their present use and operation, to the extent that Seller is responsible for such repair or replacement; (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.

4.20 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 business, properties, assets or condition of Seller, and Seller has not received written notice, report, communication or information regarding any Liabilities 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 written notices or potential actions or proceedings) against Seller from any Governmental Authority regarding any matter relating to any Environmental Laws.

(d) As used herein, “ 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.

4.21 Material Adverse Changes .

(a) Except as set forth on Schedule 4.21 , since the date of the Current Balance Sheet, (i) Seller has conducted the Business only in the ordinary course of business, (ii) Seller has incurred no Liabilities other than in the ordinary course of business, (iii) there has not been any material adverse change in the business, operations, assets, results of operations or condition (financial or otherwise) of Seller or the Business, and (iv) no event has occurred or circumstance exists that could reasonably likely result in such a material adverse change.

(b) Without limitation on the foregoing, since the date of the Current Balance Sheet, except as set forth on Schedule 4.21 , Seller has not:

(i) made any change in Seller’s (A) accounting methods, principles or practices, or (B) its depreciation or amortization policies or rates theretofore adopted, other than as required by a change in any applicable law;

(ii) except for purchase orders entered into in the ordinary course of the Business, entered into any new Contract that requires or is reasonably expected to require expenditures by Seller in excess of $25,000 individually or outside of the ordinary course of business;

(iii) sold, leased, licensed, encumbered, transferred or disposed of any assets (except in the ordinary course of business consistent with past practice, including the sale of inventory in the ordinary course), sold, leased, transferred, licensed, pledged or otherwise disposed of tangible or intangible assets of Seller, or created or suffered to exist any lien, claim or other encumbrance on any of its assets or properties;

(iv) (A) accelerated the collection of any accounts receivable of Seller, or written-off any accounts receivable or notes receivable of Seller, other than in the ordinary course of business consistent with past practice or (B) delayed or postponed the payment of accounts payable of Seller other than in the ordinary course of business consistent with past practice;

(v) except as may be required pursuant to existing agreements between Seller and any director, officer, employee or independent contractor, (1) paid any bonuses or increased the salaries or other compensation to any of its directors, officers, employees or independent contractors, (2) entered into any employment, consulting, severance or similar Contract with any director, officer, employee or independent contractor, (3) entered into any transaction or Contract with any director or officer of Seller, (4) entered into any collective bargaining agreement, (5) made any loan, advance or capital contribution to or cash investment in any director, officer, employee or independent contractor (other than under tax qualified plans or as advances to employees for business expenses to be incurred in the ordinary course of business consistent with past practice), or (6) materially adopted, increased, accelerated, amended, modified or terminated the schedule of payments or benefits under any Employee Benefit Plan, for or which any director, officer, consultant, agent, employee or independent contractor is the beneficiary;

(vi) settled any litigation or other proceeding against Seller, other than the settlement of any such litigation or other proceeding solely for cash payment and without incurring any other obligation with respect thereto; or

(vii) agreed, authorized, committed, whether orally or in writing, and whether or not binding, to take any of the foregoing actions.

4.22 Customers . The customer list set forth on Schedule 4.22 represents a true, complete and correct list of the twenty (20) customers of Seller that generated the most revenues

for Seller during the trailing 12-month period ended January 31, 2009, together with the revenues generated during that period from such customer. To the knowledge of Seller, except as set forth on Schedule 4.22 , (a) there are no material outstanding disputes with any customer included on the customer list, and (b) no such customer has terminated or materially altered its relationship with Seller or has given Seller or Shareholder notice (orally or in writing) of its intention not to continue to do business with Seller or to terminate or materially alter its relationship with Seller. For purposes of this Section 4.22 , “material outstanding disputes” shall mean a dispute over payment by that customer of more than $5,000.

4.23 Vendors . The vendor list set forth on Schedule 4.23 represents a true, complete and correct list of the twenty (20) vendors to which Seller made the most payments during the trailing 12-month period ended January 31, 2009. To the knowledge of Seller, except as set forth on Schedule 4.23 , (a) there are no material outstanding disputes with any such vendor included on Schedule 4.23 , and (b) no such vendor has terminated or materially altered its relationship with Seller or has given Seller or Shareholder written notice of its intention not to continue to do business with Seller or to terminate or materially alter its relationship with Seller. For purposes of this Section 4.23 , “material outstanding disputes” shall mean a dispute over payment by that customer of more than $5,000.

4.24 Accounts Receivable . Attached as Schedule 4.24 is a true, correct and complete list of all Accounts Receivable of Seller as of May 22, 2009.

4.25 Accounts Payable . Attached as Schedule 4.25 is a true, correct and complete list of all accounts payable of Seller as of May 22, 2009. All accounts payable of Seller 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.

4.26 Bank Accounts . Schedule 4.26 contains a complete and accurate list of each bank at which Seller has an account or safe deposit box, the number of each such account or box, and the names of all persons authorized to draw on such accounts or to have access to such boxes.

4.27 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 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.

4.28 No Brokers . Except as set forth on Schedule 4.28 , 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.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to Seller, Holdings and the Shareholder as follows:

5.1 Organization . 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 Authority . Purchaser (a) has all requisite limited liability company power to enter into, and perform its obligations under, this Agreement and each Transaction Document to which it is a party and (b) has taken all requisite limited liability company action to authorize (i) the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party and (ii) the consummation of the purchase of the Purchased Assets and other transactions contemplated by this Agreement and each of the Transaction Documents to which it is a party. This Agreement has been duly executed and delivered by Purchaser and is binding upon, and legally enforceable against, Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

5.3 Transaction Not a Breach . The execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser, 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 or conflict with or result in a breach of (i) any of the terms, conditions or provisions of Purchaser’s certificate of formation or limited liability company agreement, (ii) any contract or agreement to which Purchaser is a party or by which Purchaser is bound, or (iii) any law, statute, ordinance, rule, regulation, restriction, judgment, order, writ, injunction, decree, determination or award to which Purchaser may be subject or bound. 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 Purchaser in connection with the consummation by Purchaser of the transactions contemplated by this Agreement or by any of the Transaction Documents.

5.4 Litigation . There are no actions, suits, proceedings, orders, claims or investigations pending (or to the knowledge of Purchaser, currently threatened) against Purchaser with respect to this Agreement or the transactions contemplated hereby. Purchaser is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government authority relating in any way to Purchaser with respect to this Agreement or the transactions contemplated hereby.

5.5 No Brokers . No broker, finder, agent or similar intermediary has acted for or on behalf of 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 Purchaser.

ARTICLE VI

CERTAIN COVENANTS OF THE PARTIES

6.1 Confidential Information; Non-Competition .

(a) From and after the Closing, the Shareholder 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 Shareholder 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 following the Closing Date, each of Seller, Holdings, the Shareholder, and each of their respective affiliates shall not, directly or indirectly, in any manner (whether as an owner, stockholder, partner, member, joint venturer, officer, director, manager, employee, consultant, agent, independent contractor of any company or business or otherwise):

(i) engage or participate in any business activity that is directly or indirectly in competition with any of the activities of the Business as presently conducted by Seller on the Closing Date anywhere in the United States;

(ii) solicit, market, service, or induce, attempt to solicit, market, service or induce, or service or otherwise do business with, any customer or account of the Business that has been serviced by or otherwise done business with Seller within the twelve (12) month period prior to the Closing; or

(iii) recruit or solicit for employment or other services, or employ or engage, as an employee, independent contractor, consultant or otherwise, (A) any then current supplier and/or vendor in connection with a business that is competitive with the Business, or (B) any then current employee, independent contractor or consultant of Purchaser or its affiliates who is involved in the Business.

(c) Notwithstanding the foregoing, nothing in this Section 6.1 shall prevent any Shareholder from owning less than 5% of the equity of any corporation traded on any national, international, or regional stock exchange or in the over-the-counter market.

(d) Each of Seller, Holdings and the Shareholder acknowledges and agrees that: (i) the business and the industry in which Seller competes is highly competitive; (ii) Seller, Holdings, the Shareholder and each of their respective affiliates have participated in the solicitation and servicing of customers through which, among other things, they have obtained and will continue to obtain knowledge of the “know-how” and business practices of Seller, in which matters Purchaser will have a substantial proprietary interest following the consummation of the transactions contemplated by this Agreement; (iii) Seller, Holdings, the Shareholder and each of their respective affiliates have had and have personal relationships with the customers of Seller and a knowledge of those customers’ affairs and requirements; (iv) it is a legitimate

interest of Purchaser, and reasonable and necessary for the protection of the confidential information, goodwill and business of Purchaser, which is valuable to Purchaser, that such Shareholder make the covenants contained in this Section 6.1 ; and (v) Purchaser would not enter into this Agreement absent the covenants set forth in this Section 6.1 .

(e) Each of Seller, Holdings and the Shareholder acknowledge and agree that all of the conditions and restrictions established in this Section 6.1 are reasonable, taking into account the circumstances surrounding this Agreement. Each of Seller, Holdings and the Shareholder further acknowledge and agree that Purchaser would be irreparably damaged if Seller, Holdings or the Shareholder breaches, or threatens to commit a breach of, any of the covenants set forth in this Section 6.1 (the “Restrictive Covenants” ) and that any such breach or threatened breach could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which Purchaser may be entitled, at law or in equity, it shall be entitled to seek to have the Restrictive Covenants specifically enforced against Seller, Holdings or the Shareholder by any court of competent jurisdiction, including immediate temporary, preliminary and permanent injunctive relief and, to the extent permitted by law, without the necessity of furnishing any bond or other undertaking.

(f) 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 6.1 , 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.

6.2 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 Shareholder; 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.

6.3 Access to Records . The 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 the Purchaser and shall not unreasonably interfere with the normal business activities of Purchaser.

6.4 Budget; Transition Plan; Accounts Receivable . Prior to the Closing, Seller and Purchaser shall mutually agree in writing upon an operating budget for the Business for the fiscal years ending December 31, 2009 and December 31, 2010 (the “Budget” ). The parties anticipate that the Business will operate under its current name immediately following the Closing and will transition to the “Echo” name and to Purchaser’s operational and financial technology at some point thereafter as determined by Purchaser in its sole discretion. With respect to that certain “lock box” account listed on Schedule 4.26 , the parties agree to use

reasonable good faith efforts after the Closing to identify whether deposits into such account are Accounts Receivable, or amounts to be paid to Seller because such deposits are (a) amounts that do not constitute payment of Accounts Receivable (which amounts shall be promptly paid to Seller or as Seller directs), or (b) amounts that represent payment of Accounts Receivable assigned to Seller pursuant to Section 9.3 .

6.5 License Agreement . At the Closing , Purchaser will provide the Shareholder and/or his affiliate with a license, in substantially the form attached hereto as Exhibit E (the “License Agreement” ), to use certain computer programs and other technology.

6.6 Confidentiality and Non-Compete Agreements . At the Closing, Seller shall cause the employees and sales representatives of Seller listed on Schedule 6.6 to enter into a Confidentiality Agreement with the Purchaser, in substantially the form attached hereto as Exhibit F - 1 and a Non-Compete/Non-Solicitation Agreement with the Purchaser, in substantially the form attached hereto as Exhibit F - 2 (collectively, the “Confidentiality and Non - Compete Agreements” ).

6.7 Transaction Processing Services . For a period of not less than ninety (90) days following the Closing, unless earlier terminated by Purchaser, Holdings agrees to use its employees to provide transaction processing services to Purchaser in a manner consistent with the provision of such services by such employees to Seller in the conduct of the Business prior to the Closing. In consideration for such services, Purchaser hereby agrees to pay to Holdings a transaction fee in an amount equal to six dollars ($6.00)] per transaction. Purchaser may terminate the receipt of such services at any time by delivery of written notice to Holdings, and at any time after ninety (90) days following the Closing, Holdings may terminate the provision of such services by delivery of written notice to Purchaser.

6.8 Minimum EBITDA . If the EBITDA for the First EBITDA Measurement Period is less than $2,000,000, then Seller, Holdings and the Shareholder, jointly and severally, agree to pay to Purchaser an amount equal to $1,000,000. Upon written notice to Seller, Purchaser may set-off any amount to which it may be entitled under this Section 6.8 after a final determination of the EBITDA for the First EBITDA Measurement Period against amounts otherwise payable under Section 1.7 . Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit any party in any manner in the enforcement of any other remedies that may be available to it.

ARTICLE VII

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Survival of Representations, Warranties and Covenants of Seller, Holdings and the Shareholder . All representations and warranties of each of Seller, Holdings and the Shareholder contained herein shall survive the execution and delivery of this Agreement and the Closing and shall continue in full force and effect for twelve (12) months after the Closing Date, at which time such representations and warranties shall terminate; provided , however , that:

(a) the representations and warranties of Seller, Holdings and the Shareholder set forth in Section 4.11 ( Tax Matters ), Section 4.16 ( Employee Benefit Plans ) and

Section 4.20 ( Environmental Matters ) (collectively, the “Statute Representations” ) shall survive until the earlier of (i) the expiration of any applicable statute of limitations plus thirty (30) days or (ii) seven (7) years, at which time such representations and warranties shall terminate;

(b) the representations and warranties of Holdings and the Shareholder set forth in Section 3.1 ( Authority ) , Section 3.2 ( Enforceability ), and Section 3.4 ( No Brokers ) shall survive indefinitely; and

(c) the representations and warranties of Seller, Holdings and the Shareholder set forth in Section 4.1 ( Organization ), Section 4.2 ( Subsidiaries ), Section 4.3 ( Capitalization; Indebtedness ) , Section 4.4 ( Authority ), Section 4.18(a) ( Title to Purchased Assets ), and Section 4.27 ( No Brokers ) shall survive indefinitely.

The Sections referenced in the foregoing clauses (b) and (c) are referred to herein collectively as the “Unlimited Representations.” All covenants and other obligations of Seller, Holdings and the Shareholder contained herein shall survive the execution and delivery of this Agreement and the Closing and shall continue in full force and effect until such covenants or obligations expire, are fully performed and satisfied or until expiration of the applicable statute of limitations, in accordance with the respective terms of such covenants or obligations. 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, Holdings and the Shareholder acknowledge and agree that, notwithstanding Purchaser’s participation in the preparation and drafting of the Schedules to this Agreement, Purchaser shall have the right to rely fully upon the representations, warranties, covenants and obligations of Seller, Holdings and the Shareholder 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, Holdings or the Shareholder by virtue of such participation by Purchaser.

7.2 Survival of Representations, Warranties and Covenants of Purchaser . All representations and warranties of Purchaser contained herein shall survive the execution and delivery of this Agreement and the Closing and shall continue in full force and effect for twelve (12) months after the Closing Date, at which time such representations and warranties shall terminate; provided , however , that the representations and warranties of Purchaser set forth in Section 5.2 ( Authority ), and Section 5.5 ( No Brokers ) 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 and shall continue in full force and effect until such covenants or obligations expire, are fully performed and satisfied or until expiration of the applicable statute of limitations, in accordance with the respective terms of such covenants or obligations.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification by Holdings and the Shareholder . Each of Holdings and the Shareholder, jointly and severally, shall indemnify and hold harmless Purchaser, its successors and assigns in interest, and each of their respective directors, officers, shareholders, employees, agents, subsidiaries and affiliates (collectively, the “Purchaser Indemnitees” ), from and against and will reimburse the Purchaser Indemnitees for, any loss, liability, claim, damage or expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses) (collectively, “Losses” ) arising or resulting from or in connection with any misrepresentation, inaccuracy or breach of any representation or warranty of Holdings and the Shareholder in Article III hereof.

8.2 Indemnification by Seller, Holdings and the Shareholder . Each of Seller, Holdings and the Shareholder, jointly and severally, shall indemnify and hold harmless the Purchaser Indemnitees from and against and will reimburse the Purchaser Indemnitees for, any Losses arising or resulting from or in connection with any of the following:

(a) any misrepresentation, inaccuracy or breach of any representation or warranty of Seller, Holdings and the Shareholder in Article IV hereof;

(b) any breach of any covenant or obligation of Seller, Holdings or the Shareholder in this Agreement (other than the Restrictive Covenants) or any of the Transaction Documents;

(d) any Retained Asset;

(e) any claim by any person for payment of any fees or expenses incurred by Seller, Holdings or the Shareholder in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby;

(f) any Taxes (other than Assumed Taxes) with respect to operations of the Business, ownership of the Purchased Assets, or employment of the Hired Employees for periods (or portions of periods) ending on or prior to the Closing Date, and interest and penalties thereon whether accruing on prior to or following the Closing;

(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; or

(h) any unpaid principal or interest under the Inline Note as of June 1, 2012.

8.3 Indemnification by Purchaser . Purchaser shall indemnify and hold harmless Seller, Holdings and the Shareholder, and their respective successors and assigns in interest, and each of their respective directors, officers, shareholders, employees, agents, subsidiaries and affiliates (the “Seller Indemnitees” ) from and against and will reimburse the Seller Indemnitees for, any Losses that may be incurred or suffered by the Seller Indemnitees arising or resulting

from or in connection with any of the following:

(a) any misrepresentation, inaccuracy or breach of any representation or warranty of Purchaser in Article V hereof;

(b) any breach of any covenant or obligation of Purchaser in this Agreement;

(d) any Liability (other than Retained Liabilities) arising out of the Purchased Assets or the operations of the Business post-Closing which (A) do not relate to any pre-Closing period and (B) are not Retained Liabilities; or

(e) 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.

8.4 Claims for Indemnification . Whenever any claim shall arise for indemnification under this Article VIII , a Purchaser Indemnitee or a Seller Indemnitee, 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 11.1 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 VIII , 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 8.7 hereof.

8.5 Right of Set-Off . Upon notice to Seller specifying in reasonable detail the basis therefore (the “Set - Off Notice” ), Purchaser may set-off any amount to which it may be entitled under this Article VIII against amounts otherwise payable by Purchaser under Section 1.7 . In the event that Seller objects to the reasons for any set-off by Purchaser hereunder, Seller shall deliver to Purchaser written notice of such objection (the “Set - Off Protest Notice” ) within ten (10) days of delivery of the Set-Off Notice which shall set forth in reasonable detail the nature of the disagreement. If Seller delivers a Set-Off Protest Notice to Purchaser, then the parties agree to use reasonable efforts to resolve in good faith the disputes set forth therein. If the

parties are unable to resolve any such disputes within thirty (30) days of delivery of the Set-Off Protest Notice, then the set-off amount which is in dispute shall be deposited by Purchaser into an interest-bearing escrow account established pursuant to a customary escrow agreement mutually acceptable to Purchaser and Seller, pursuant to which such escrow deposit or portion thereof, together accrued interest thereon, shall be released to the appropriate party or parties promptly following the resolution of such dispute. The fees and expenses of the escrow agent under such escrow agreement shall be borne equally by the parties. 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 1.7 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.

8.6 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.

8.7 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 or set-off such amount in accordance with, Section 8.5 above. Any indemnity payments made pursuant to this Article VIII shall be treated for all Tax purposes by the parties as an adjustment to the Purchase Price.

8.8 Indemnification Limitation – Basket . Seller, Holdings and the Shareholder shall have no obligation to indemnify the Purchaser Indemnitees under Section 8.2(a) , and no indemnification claims shall be brought against Seller, Holdings or the Shareholder under Section 8.2(a) , absent fraud, unless and until the aggregate amount of all Losses incurred or sustained by the Purchaser Indemnitees in respect thereof exceeds $125,000 (the “Basket” ), whereupon Seller, Holdings and the Shareholder shall be obligated in respect of all Losses in excess of $125,000; provided , however , that the Basket shall not apply to Losses arising under or related to Section 8.2(a) due to a breach of the Statute Representations or the Unlimited Representations.

8.9 Indemnification Limitation – Cap . Seller, Holdings and the Shareholder shall have no obligation to indemnify the Purchaser Indemnitees under Section 8.2(a) , and no indemnification claims shall be brought against Seller, Holdings or the Shareholder under Section 8.2(a) , absent fraud, for any Losses in excess of $2,500,000.

8.10 Computation of Losses . For purposes of determining whether a breach of a representation or warranty under Article III or Article IV has occurred and calculating any Losses suffered by an Indemnified Party pursuant to Sections 8.1 or 8.2 hereof or under any other specific indemnification covenant contained in this Agreement, (a) 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, and (b) each representation or warranty that contains any qualification as to “materiality” or “material adverse effect” shall be deemed to have been given as though there were no such qualification, and any such qualification shall be disregarded for purposes of this Article VIII .

8.11 Other Indemnification Limitations . Subject to the foregoing and Section 8.3 , 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 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 this Article VIII ; 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 IX

OTHER AGREEMENTS AND COVENANTS

9.1 Tax Matters .

(a) 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 paid by Seller.

(b) For purposes of allocating Taxes incurred for a period beginning before and ending after the Closing Date to the portion of the period ending at the Closing Date, (i) Liability for any Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets incurred during a period beginning before and ending after the Closing Date shall be allocated to the portion of the period ending on and including the Closing Date if such items accrued during such period; and (ii) Liability for all other Taxes such as real property Taxes and personal property Taxes shall be pro rated on a per diem basis based on the number of days in the taxable period such that the portion allocated to the portion of the period ending on and including the Closing Date equals the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of days for the entire period.

9.2 Required Consents . If Seller fails to obtain any of the consents or approvals set forth in Schedule 4.5 and Schedule 4.12 (the “Required Consents” ) prior to Closing, then Seller will, within sixty (60) days after the Closing Date or such longer period as Purchaser may reasonably request (but, as to the related Assigned Contract, not longer than the term thereof), use its commercially reasonable efforts to, at its own expense, (i) obtain such consent or approval, (ii) provide to Purchaser, at the request of Purchaser, the benefits and burdens of the related Assigned Contract, (iii) 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 (iv) enforce, at the request of Purchaser and for the account of Purchaser, any rights of Seller acquired by Purchaser hereunder arising from the related Assigned Contract. Purchaser shall reasonably cooperate with Seller in connection with the foregoing. Nothing in this Section 9.2 shall affect the liability of Seller, if any, pursuant to this Agreement for having failed to disclose the need for such Required Consent or to use commercially reasonable efforts to obtain such Required Consent. If (and for so long as) Purchaser receives substantially all of the benefits of the related Assigned Contract not transferred to Purchaser hereunder, then Purchaser shall perform the obligations of Seller under or in connection with such Assigned Contract for the benefit of the other parties thereto. Without limiting the generality or effect of any provision of this Agreement, to the

extent that any Assigned Contract is not capable of being transferred without a Required Consent, nothing in this Agreement shall constitute a transfer or attempted transfer of such Assigned Contract

9.3 Accounts Receivable .

(a) If, as of the close of business on the 180th day following the Closing Date, Purchaser shall not have collected the full face amount of the Accounts Receivable set forth on the Final Closing Balance Sheet, net of the allowance for bad debt as set forth on the Final Closing Balance Sheet, then Seller and Holdings jointly and severally agree that Purchaser may assign good and marketable title to any unpaid Accounts Receivable to Seller, free and clear of any Liens or Encumbrances, and receive payment in cash from Seller or Holdings an amount equal to the uncollected amount of such Accounts Receivable. Purchaser shall use reasonable efforts after the Closing to collect all Accounts Receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable to Seller, (i) Seller may take such commercially reasonable actions, at Seller’s sole cost and expense, as Seller deems advisable with respect to the collection thereof, (ii) all proceeds from such collection actions shall be the property of Seller, and (iii) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Seller directs.

(b) Upon written notice to Seller specifying in reasonable detail the basis therefore, Purchaser may set-off any amount to which it may be entitled under this Section 9.3 , on a dollar-for-dollar basis, against the Earn-Out Payment otherwise payable under Section 1.7 . 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 1.7 . 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. In the event that any suit or action is instituted by Seller in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.

9.4 Post-Closing Access to Records/Cooperation .

(a) Purchaser, on the one hand, and Seller and the Shareholder, 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, information, records and other reasonably requested materials 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 Shareholder, 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. Seller and the Shareholder on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective affiliates to): (i) provide timely notices to the other parties hereto in writing of any pending or threatened Tax audits or assessments relating to the Business or the Purchased Assets for taxable periods for which any other party hereto may be responsible under this Agreement or otherwise; and (ii) furnish the other parties hereto with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any taxable period for which any other party be responsible under this Agreement or otherwise.

(b) Each of Seller, Holdings, the Shareholder 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 Article VIII) .

9.5 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, Holdings and the Shareholder 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.

9.6 Use of the Seller’s Name . Purchaser acknowledges and agrees 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 retained by Seller. From and after the Closing, Seller and its affiliates grants to Purchaser an irrevocable, royalty-free, worldwide, transferable, non-exclusive license to use such name in a reasonable manner in connection with the conduct of the Business during the period following the Closing as reasonably necessary for Purchaser to effect the transition of the Business to the “Echo” name.

ARTICLE X

EMPLOYEE MATTERS

10.1 Offers of Employment . Immediately 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, Holdings and the Shareholder agrees 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.

10.2 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, Holdings and the Shareholder, 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.

10.3 Severance . 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 by Seller.

10.4 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 in the final determination of the Actual Working Capital. 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.

10.5 Employee Benefit Plans . Purchaser shall not adopt or assume any of Seller’s Employee Benefit Plans listed on Schedule 4.16 . 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. Nothing in this paragraph shall restrict the right of Purchaser to amend, terminate or modify such Employee Benefit Plans at any time. Purchaser may adopt and provide for Hired Employees such employee benefit plans as it may determine in its sole discretion.

ARTICLE XI
MISCELLANEOUS

11.1 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/RT Holdings, LLC
		c/o Echo Global Logistics, Inc.
		600 West Chicago Avenue
		Suite 725
		Chicago, Illinois 60654
		Attention: Douglas R. Waggoner
		Fax: (888) 796-4445

	with a copy to:	DLA Piper LLP (US)
		203 North LaSalle Street
		Suite 1900
		Chicago, Illinois 60601-1293
		Attention: Richard E. Ginsberg
		Fax: (312) 630-5388

	if to the Seller or Holdings:	RayTrans Distribution Services, Inc.
		4747 Lincoln Mall Drive
		Matteson, Illinois 60443
		Fax: (877) 469-6671

	with a copy to:	Foley & Lardner LLP
		111 Huntington Avenue
		Boston, Massachusetts 02199-7610
		Attention: Susan E. Pravda, Esq.
		Fax: (617) 342-4001

	if to the Shareholder:	James A. Ray

	with a copy to:	Foley & Lardner LLP
		111 Huntington Avenue
		Boston, Massachusetts 02199-7610
		Attention: Susan E. Pravda, Esq.
		Fax: (617) 342-4001

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.

11.2 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 embody the final, complete and exclusive agreement among the parties with respect to the sale of the Purchased Assets and the transactions contemplated by this Agreement. This Agreement supersedes all prior discussions, negotiations, letters of intent, agreements, understandings and representations (whether written or oral) with respect to the transactions contemplated hereby and may not be contradicted by evidence of any such prior or contemporaneous agreement, understanding or representation, whether written or oral.

11.3 Governing Law and Venue . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, 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 11.1 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.

11.4 Binding Effect; Assignment . 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, provided , however , that Purchaser shall be entitled to assign its rights and benefits hereto, without the consent of Seller, Holdings or the Shareholder (a) to an affiliate of Purchaser so long as the affiliate assumes Purchaser’s obligations hereunder, (b) in connection with the grant of a security interest in all of its rights and interests hereunder to any of Purchaser’s lenders (Purchaser nevertheless remaining responsible for the performance of its obligations hereunder), and (c) in connection with the sale of all or substantially all of Purchaser’s assets so long as the assignee assumes Purchaser’s obligations hereunder; provided , further , however, no such assignment shall limit Purchaser’s obligations hereunder which shall remain primary together with any such assignee. Without limitation of the foregoing, Purchaser shall not sell all or substantially all of Purchaser’s assets without requiring that the assignee assume Purchaser’s obligations hereunder, including without limitation, Section 1.7 . In the event of any such assignment and delegation, the term “Purchaser” as used in this Agreement shall be deemed to refer to and include each such affiliate or successor of Purchaser where reference is made to

actions to be taken with respect to the acquisition of the Business or Purchased Assets, and shall be deemed to include both Purchaser and each such affiliate or successor where appropriate.

11.5 Counterparts . The parties may execute this Agreement in multiple counterparts, each of which will be deemed an original and all of which, when taken together, will constitute one and the same instrument. The parties may deliver executed signature pages to this Agreement by facsimile or e-mail transmission. No party shall raise as a defense to the formation or enforceability of this Agreement as a contract, and each party forever waives any such defense, either (i) the use of facsimile or e-mail transmission to deliver a signature or (ii) the fact that any signature was signed and subsequently transmitted via facsimile or e-mail transmission.

11.6 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.

11.7 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.

11.8 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.

11.9 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.

11.10 No Third Party Rights .

(a) Except as otherwise provided herein, 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 Benefit Plan 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.

11.11 Fees and Expenses . Each party shall be responsible for and pay (i) any and all legal, accounting or other costs or expenses incurred by such party in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, and (ii) any brokers’, finders’ or referral fees payable to any broker, finder, agent or similar intermediary who has acted for or on behalf of such party in connection with this Agreement or the transactions contemplated hereby. Subject to the consummation of the Closing, the Seller shall pay for up to an aggregate of $50,000 of the legal, accounting or other costs or expenses incurred by the Purchaser in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby.

11.12 Amendments; No Waivers .

(a) Any provision of this Agreement may be amended if, and only if, such amendment is in writing and signed by the Purchaser, Seller, Holdings and the Shareholder. 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.

11.13 “Knowledge” Defined . Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Seller, Holdings or the Shareholder or “awareness” of Seller, Holdings or the Shareholder (or words to such effect), such term shall mean the facts or other information that are actually known by the Shareholder or Robert Logan and the facts or other information that the Shareholder or Robert Logan should be reasonably expected to know after due inquiry as of the date of this Agreement. For these purposes, “due inquiry” means (i) review of the relevant Sections of this Agreement and the corresponding Schedules hereto and (ii) inquiry of Jacob Kosiara, Mary Kuempel and all other sales representatives or agents with respect to the particular subject matter of such Sections and Schedules.

11.14 Public Announcements . No party to this Agreement shall issue any press release or other public document or make any public statement relating to this Agreement or the terms, conditions or other matters contained herein without obtaining the prior approval of the other parties. The parties will consult with each other and agree upon the timing of and the means by which Seller’s employees, customers, suppliers and others having dealings with Seller will be informed of the transactions contemplated by this Agreement. Nothing in this Section 11.14 shall require either party to obtain consent to make, or prevent either party from making, any public announcements or disclosures in such form as may be required by, or deemed advisable by such party’s legal counsel pursuant to, the rules of any stock exchange or national securities association or any applicable legal requirements.

11.15 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.

11.16 Guaranty of Performance .

(a) Echo hereby irrevocably and unconditionally guaranties (the “Guaranty” ) to Seller, Holdings and Shareholder 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 11.16 , the “Purchaser’s Obligations” ) when and as the same shall become due hereunder. The Guaranty is a guarantee of payment and performance and not of collection only. Each of the Seller, Holdings and Shareholder acknowledges and agrees that Purchaser’s 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, Holdings or the Shareholder 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 the Shareholder 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 the Shareholder, as a condition to proceeding against Echo, to proceed against Purchaser or any other person. The Guaranty shall survive the Closing.

(b) Echo hereby waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, exemption, or any defense based upon suretyship or impairment of collateral, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the payment and performance by Echo of the Purchaser’s Obligations under, or the enforcement by the Shareholder of, the Guaranty. Echo hereby waives diligence, presentment and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of the Purchaser’s Obligations, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Purchaser’s Obligations, notice of adverse change in the Purchaser’s financial condition or any other fact which might increase the risk to Echo) with respect to any of the Purchaser’s Obligations or all other demands whatsoever and waives the benefit of all provisions of law which are or might be in conflict with the terms of the Guaranty.

(c) If an action or proceeding is brought to interpret or enforce the Guaranty, then the prevailing party shall be entitled to recover its reasonable attorney fees and costs of suit incurred, in addition to other available relief, with respect to the interpretation or enforcement of the Guaranty.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. Each of the parties hereto acknowledges that it has read and understood this Agreement 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.

PURCHASER :

ECHO/RT HOLDINGS, LLC

By: Echo Global Logistics, Inc., its sole Member

By:	/s/ David B. Menzel
Name:	David B. Menzel
Its:	CEO


SELLER :

RAYTRANS DISTRIBUTION SERVICES, INC.


By:		/s/ James A. Ray
Name:		James A. Ray
Its:		Chairman


HOLDINGS :

RAYTRANS HOLDINGS, INC.


By:			/s/ James A. Ray
Name:			James A. Ray
Its:			Chairman


SHAREHOLDER :


/s/ James A. Ray
James A. Ray

[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 11.16 hereof.

ECHO :

ECHO GLOBAL LOGISTICS, INC.

By:	/s/ David B. Menzel
Name:	David B. Menzel
Its:	CEO

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]

List of Exhibits and Schedules

EXHIBITS

Exhibit A – Estimated Closing Balance Sheet

Exhibit B – Form of Assumption Agreement

Exhibit C – Form of Consulting Agreement

Exhibit D – Form of Bill of Sale and Assignment Agreement

Exhibit E – Form of License Agreement

Exhibit F-1 – Form of Confidentiality Agreement

Exhibit F-2 – Form of Non-Compete/Non-Solicitation Agreement

SCHEDULES

Schedule 1.1(b)(A) – Tangible Personal Property

Schedule 1.1(b)(B) – Personal Property Leases

Schedule 1.2(a) – Retained Assets

Schedule 1.3 – Seller’s Liabilities

Schedule 1.7(a) – Existing Accounts

Schedule 1.8 – Purchase Price Allocation Methodology

Schedule 3.4 – Brokers

Schedule 4.1 – Foreign Qualifications

Schedule 4.2 – Subsidiaries

Schedule 4.3 – Capitalization; Indebtedness

Schedule 4.5 – Consents

Schedule 4.7 – Liabilities

Schedule 4.8 – Litigation

Schedule 4.9 – Insurance

Schedule 4.10 – Intellectual Property

Schedule 4.12 – Contracts

Schedule 4.13 – Licenses and Permits

Schedule 4.15 – Employees

Schedule 4.16 – Employee Benefit Plans

Schedule 4.17 – Obligations to Related Parties

Schedule 4.18 – Title to Assets

Schedule 4.19 – Real Property

Schedule 4.21 – Material Adverse Changes

Schedule 4.22 – Customers

Schedule 4.23 – Vendors

Schedule 4.24 – Accounts Receivable

Schedule 4.25 – Accounts Payable

Schedule 4.26 – Bank Accounts

Schedule 4.28 – Brokers

Schedule 6.6 – Confidentiality and Non-Compete Agreements

Exhibit 10.15

AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

dated as of August 26, 2009

among

ECHO GLOBAL LOGISTICS, INC.,

a Delaware corporation,

Borrower,

and

EGL MEZZANINE LLC,

a Delaware limited liability company,

Lender

Section			Page

1.	DEFINITIONS AND RULES OF CONSTRUCTION		1

	1.1	Definitions	1
	1.2	Rules of Construction	10

2.	AMOUNT AND TERMS OF CREDIT		10

	2.1	Term Loan	10
	2.2	Prepayments	11
	2.3	Use of Proceeds	11
	2.4	Interest; Principal	11
	2.5	Fees	12
	2.6	Method of Payment	12
	2.7	Application and Allocation of Payments	12
	2.8	Loan Account and Accounting	13
	2.9	Indemnity	13
	2.10	Taxes	13
	2.11	Single Loan	14
	2.12	Termination of Chase Loan Documents	14

3.	CREATION OF SECURITY INTEREST		14

	3.1	Grant of Security Interest	14
	3.2	Lender’s Rights	15
	3.3	Power of Attorney	16
	3.4	Financing Statements	17
	3.5	Reinstatement	17

4.	REPRESENTATIONS AND WARRANTIES		18

	4.1	Corporate Existence; Compliance with Law	18
	4.2	Corporate Power, Authorization, Enforceable Obligations	18
	4.3	Ownership of Property; Liens	18
	4.4	Taxes	19
	4.5	No Litigation	19
	4.6	Intellectual Property	19
	4.7	Full Disclosure	20
	4.8	Solvency	20

5.	FINANCIAL STATEMENTS AND INFORMATION		20

	5.1	Reports and Notices	20

6.	AFFIRMATIVE COVENANTS		20

	6.1	Insurance	20
	6.2	Existence	20
	6.3	Financial Records	20
	6.4	Inspection	20
	6.5	Notices of Claims, Litigation, Defaults, etc.	21
	6.6	Other Agreements	21

	6.7	Title to Assets and Property	21
	6.8	Additional Assurances	21

7.	TERM		21

	7.1	Termination	21
	7.2	Survival of Obligations Upon Termination of Financing Arrangements	21

8.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES		22

	8.1	Events of Default/Acceleration	22
	8.2	Remedies	23
	8.3	Waivers by Borrower	24

9.	MISCELLANEOUS		24

	9.1	Continuation of Security Interest	24
	9.2	Severability	24
	9.3	Notice	25
	9.4	Entire Agreement; Modifications and Amendments	25
	9.5	Headings	25
	9.6	No Waiver	25
	9.7	Successors and Assigns	26
	9.8	GOVERNING LAW	26
	9.9	Consent To Jurisdiction And Venue	26
	9.10	Mutual Waiver Of Jury Trial; Judicial Reference	26
	9.11	Confidentiality	27
	9.12	Revival of Obligations	27
	9.13	Counterparts	28
	9.14	Remedies	28
	9.15	Conflict of Terms	28
	9.16	Advice of Counsel	28
	9.17	No Strict Construction	28

INDEX OF APPENDICES

Schedule 1	–	Indebtedness

Exhibit 2.1	–	Form of Amended and Restated Term Note

iii

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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

RECITALS

A. Borrower has requested that Lender extend a term loan facility to Borrower of Seven Million Five Hundred Thousand Dollars ($7,500,000) for the purpose of (a) funding the Borrower’s working capital needs and (b) acquiring all or substantially all of the assets of RayTrans Distribution Services, Inc., an Illinois corporation; and for these purposes, Lender is willing to make a term loan to Borrower of such amount upon the terms and conditions set forth herein.

B. Borrower has agreed to secure all of its obligations under the Loan Documents by granting to Lender a security interest in and lien upon all of their existing and after-acquired personal and real property.

C. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1 and, for purposes of this Agreement, the other Loan Documents, the rules of construction set forth in Section 1 shall govern. All Schedules, Exhibits and other attachments hereto (collectively, “ Appendices ”) are incorporated herein by reference, and taken together with this Agreement, shall constitute but a single agreement. These Recitals shall be construed as part of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Definitions . Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

“ Account Debtor ” means any Person who may become obligated to Borrower under, with respect to, or on account of, an account, chattel paper or general intangibles (including a payment intangible).

“ Affiliate ” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by or is under common control with such Person, (c) each of such Person’s officers, directors, joint venturers and partners and (d) in the case of Borrower, the immediate family members, spouses and lineal descendants of individuals who are

Affiliates of Borrower. For the purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; provided, however, that the term “Affiliate” shall specifically exclude Lender.

“ Agreement ” means this Amended and Restated Loan and Security Agreement by and among Borrower and Lender, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Appendices ” has the meaning ascribed to it in the Recitals hereto.

“ Bankruptcy Code ” means the provisions of Title 11 of the United States Code, U.S.C. §§ 101 et seq.

“ Borrower ” has the meaning ascribed thereto in the preamble hereof.

“ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of Illinois.

“ Capital Lease ” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person.

“ Capital Lease Obligation ” means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.

“ Change of Control ” means the occurrence of any event or transaction, including the sale or exchange of outstanding shares of Borrower’s capital Stock or the capital Stock of any of Borrower’s Subsidiaries, or series of related events or transactions, resulting in (a) the holders of such outstanding capital Stock immediately before consummation of such event or transaction, or series of related events or transactions, do not, immediately after consummation of such event or transaction or series of related events or transactions, retain, directly or indirectly, capital Stock representing at least fifty percent (50%) of the voting power of Borrower, (b) Borrower ceases to own and control all of the economic and voting rights associated with all of the of the outstanding capital Stock of any of its Subsidiaries, or (c) Borrower ceases to own and control all of the economic and voting rights associated with all of the outstanding capital Stock of its Subsidiaries; provided, however, that the merger or consolidation of any Subsidiary of Borrower with any other Subsidiary of Borrower, or with Borrower so long as Borrower is the surviving entity of any such merger or consolidation, does not constitute a “Change of Control”.

“ Charges ” means all federal, state, county, city, municipal, local, foreign or other governmental taxes, levies, assessments, charges, liens, claims or encumbrances upon or arising on account of (a) the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross receipts of Borrower, (d) Borrower’s ownership or use of any properties or other assets, or (e) any other aspect of Borrower’s business.

“ Chase Loan ” means that certain $20,000,000 line of credit from JPMorgan Chase Bank, N.A. to Borrower, Echo/Bestway, Echo/TMG, Echo/RT and Echo/FMI, evidenced by the Chase Loan Documents, dated as of August 26, 2009, as amended.

“ Chase Loan Documents ” means that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and among Borrower, Echo/Bestway, Echo/TMG, Echo/RT, Echo/FMI and JPMorgan Chase Bank, N.A., as amended, that certain Replacement Line of Credit Note, dated as of the date hereof, from Borrower, Echo/Bestway, Echo/TMG, Echo/RT and Echo/FMI in favor of JPMorgan Chase Bank, N.A., that certain Amended and Restated Security Agreement, dated as of the date hereof, from Borrower, Echo/Bestway, Echo/TMG, Echo/RT and Echo/FMI in favor of JPMorgan Chase Bank, N.A., and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, JPMorgan Chase Bank, N.A. and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether now or hereafter executed by or on behalf of Borrower, Echo/Bestway, Echo/TMG, Echo/RT or Echo/FMI, or any employee of Borrower, Echo/Bestway, Echo/TMG, Echo/RT or Echo/FMI, and delivered to JPMorgan Chase Bank, N.A. in connection with the Chase Loan or the transactions contemplated thereby. Any reference in the Chase Loan Documents shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Chase Loan Documents as the same may be in effect at any and all times such reference becomes operative.

“ Closing Date ” means August 26, 2009.

“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

“ Collateral ” means all of Borrower’s “accounts”; “chattel paper”; “deposit accounts” and other payment obligations of financial institutions (including Lender); “documents”; “equipment”, including any documents and certificates of title issued with respect to any of the equipment; “general intangibles” and any right to a refund of taxes paid at any time to any governmental entity; “instruments”; “inventory”; including any documents and certificates of title issued with respect to any of the inventory; “investment property”; “financial assets”; “letter of credit rights”; all as defined in the UCC, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located. In addition, the term “Collateral” includes all “proceeds”, “products” and “supporting obligations” (as such terms are defined in the UCC) of the Collateral, including but not limited to all stock rights, subscription rights, dividends, stock dividends, stock splits, or liquidating dividends, and all cash, accounts, chattel paper, “instruments”, “investment property”, “financial assets”, and “general intangibles” (as such terms are defined in the UCC) arising from the sale, rent, lease, casualty loss or other disposition of the Collateral, and any Collateral returned to, repossessed by or stopped in transit by Borrower, and all insurance claims relating to any of the Collateral. The tern “Collateral” further includes all of Borrower’s right, title and interest in and to all books, records, and data relating to the Collateral, regardless of the form of media containing such information or data, and all software necessary or desirable to use any of the Collateral or to access, retrieve, or process any of such information or data. Where the Collateral is in possession of Lender or Lender’s agent, Borrower agrees to deliver to Lender any property that represents an increase in

the Collateral or profits or proceeds of the Collateral, subject to the terms of the Chase Loan Documents.

“ Commitment ” means the commitment of Lender to make the Term Loan, which commitment shall be SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) on the Closing Date. After advancing the Term Loan, each reference to the Commitment shall refer to the outstanding amount of the Term Loan.

“ Copyright License ” means any and all rights now owned or hereafter acquired by Borrower under any written agreement granting any right to use any Copyright or Copyright registration.

“ Copyrights ” means all of the following now owned or hereafter adopted or acquired by Borrower: (a) all copyrights and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions or renewals thereof.

“ Default ” means any event that, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default.

“ Default Rate ” has the meaning ascribed to it in Section 2.4(d).

“ Dollars ” or “$” means lawful currency of the United States of America.

“ Echo/Bestway ” means Echo/Bestway Holdings, LLC, a Delaware limited liability company.

“ Echo/TMG ” means Echo/TMG Holdings, LLC, a Delaware limited liability company.

“ Echo/RT ” means Echo/RT Holdings, LLC, a Delaware limited liability company.

“ Echo/FM I” means Echo/FMI Holdings, LLC, a Delaware limited liability company.

“ Event of Default ” has the meaning ascribed to it in Section 8.1.

“ Fees ” means any and all fees payable to Lender pursuant to this Agreement or any of the other Loan Documents.

“ Financial Statements ” means the consolidated and consolidating income statement, statement of cash flows and balance sheet of Borrower.

“ Fiscal Month ” means any of the monthly accounting periods of Borrower.

“ Fiscal Quarter ” means any of the quarterly accounting periods of Borrower, ending on March 31, June 30, September 30 and December 31 of each year.

“ Fiscal Year ” means any of the annual accounting periods of Borrower ending on December 31 of each year.

“ GAAP ” means generally accepted accounting principles in the United States of America, consistently applied.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Indebtedness ” means, with respect to any Person, without duplication (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are unsecured and not overdue by more than six (6) months unless being contested in good faith, (b) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances and surety bonds, whether or not matured, (c) all obligations evidenced by notes, bonds, debentures or similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and the present value (discounted at the rate publicly quoted by The Wall Street Journal as the “prime rate” as in effect on Closing Date) of future rental payments under all synthetic leases, (f) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (g) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (h) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, and (i) the Obligations.

“ Indemnified Liabilities ” has the meaning ascribed to it in Section 2.9.

“ Indemnified Person ” has the meaning ascribed to it in Section 2.9.

“ Intellectual Property ” means any and all Licenses, Patents, Copyrights, Trademarks, and the goodwill associated with such Trademarks.

“ Interest Rate ” means a fixed per annum rate of interest equal to thirteen percent (13%).

“ IRS ” means the Internal Revenue Service.

“ Legal Requirements” means any law, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over Lender or Borrower or any of its subsidiaries or their respective Properties or any agreement by which any of them is bound.

“ Lender ” has the meaning ascribed thereto in the preamble hereof.

“ License ” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by Borrower.

“ Lien ” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

“ Litigation ” has the meaning ascribed to it in Section 4.5.

“ Loan Account ” has the meaning ascribed to it in Section 2.8.

“ Loan Documents ” means this Agreement, the Term Note, and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether now or hereafter executed by or on behalf of Borrower, or any employee of Borrower, and delivered to Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of Borrower, (b) Borrower’s ability to pay the Term Loan or any of the other Obligations in accordance with the terms of this Agreement, (c) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens, or (d) Lender’s rights and remedies under this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, any event or occurrence adverse to Borrower which results or could reasonably be expected to result in losses, costs, damages, liabilities or expenditures in excess of $500,000 shall constitute a Material Adverse Effect.

“ Maturity Date ” means the earlier of (a) June 2, 2012, and (b) the date of termination of Lender’s obligation to permit the Term Loan to remain outstanding pursuant to Section 8.2(b).

“ Obligations ” means all loans, advances, debts, liabilities and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by Borrower to Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under this Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against Borrower in bankruptcy, whether or not allowed in such case or proceeding), Fees, expenses, reasonable attorneys’ fees and any other sum chargeable to Borrower under this Agreement or any of the other Loan Documents.

“ Patent License ” means rights under any written agreement now owned or hereafter acquired by Borrower granting any right with respect to any invention on which a Patent is in existence.

“ Patents ” means all of the following in which Borrower now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations in part or extensions thereof.

“ Permitted Liens ” means the following encumbrances: (a) Liens for taxes or assessments or other governmental Charges not yet due and payable or which are being contested; (b) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation; (c) pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money), leases to which Borrower is a party as lessee made in the ordinary course of business, or surety, appeal or similar bonds arising in the ordinary course of business; (d) inchoate and unperfected workers’, mechanics’ or similar Liens arising in the ordinary course of business, so long as such Liens attach only to equipment, fixtures or real estate; (e) carriers’, warehousemen’s, suppliers’ or other similar possessory Liens arising in the ordinary course of business and securing liabilities in an outstanding aggregate amount not in excess of $25,000 at any time, so long as such Liens attach only to inventory; (f) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which Borrower is a party; (g) any attachment or judgment Lien not constituting an Event of Default; (h) zoning restrictions, easements, licenses, or other restrictions on the use of any Real Estate or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such Real Estate; (i) presently existing or hereafter created Liens in favor of Lender; (j) Liens in existence on the date hereof securing Indebtedness described in Schedule 1 and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens, provided that the principal amount so secured is not increased and the Lien does not attach to any other property; (k) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to equipment and fixtures acquired by Borrower in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $100,000

outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (1) Liens created under the Chase Loan Documents.

“ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

“ Qualified IPO ” means the closing of a firmly underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of shares of capital stock for the account of Borrower in which the gross proceeds to Borrower (before underwriting discounts, commissions and fees) are at ]east $25,000,000.

“ Real Estate ” means all of the real property owned, leased, subleased or used by Borrower.

“ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can be reasonably be expected to become an actual or matured liability.

“ Stock ” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended).

“ Subordination Agreement ” means that certain Amended and Restated Subordination and Intercreditor Agreement, dated as of the date hereof, by and among JPMorgan Chase Bank, N.A., Lender, Borrower, Echo/Bestway, Echo/TMG, Echo/RT and Echo/FMI.

“ Subsidiary ” means, with respect to any Person, (a) any corporation of which an aggregate of more than 50% of the outstanding Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, Stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of 50% or more of such Stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50% or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Borrower.

“ Taxes ” means taxes, levies, imposts, deductions, Charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of Lender by the jurisdictions under the laws of which Lender is organized or conducts business or any political subdivision thereof.

“ Term Loan ” has the meaning assigned to it in Section 2.1(a).

“ Term Note ” has the meaning assigned to it in Section 2.1(a).

“ Termination Date ” means the date on which (a) the Term Loan has been indefeasibly repaid in full, and (b) all other Obligations under this Agreement and the other Loan Documents (other than inchoate indemnity and other obligations that expressly survive the repayment in full of the Term Loan) have been completely discharged.

“ Trademark License ” means rights under any written agreement now owned or hereafter acquired by Borrower granting any right to use any Trademark.

“ Trademarks ” means all of the following now owned or hereafter adopted or acquired by Borrower: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; (b) all reissues, extensions or renewals thereof; and (c) all goodwill associated with or symbolized by any of the foregoing.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of Illinois; provided , that to the extent that the UCC is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; and further provided , that in the event that, by reason of mandatory

provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Illinois, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

1.2 Rules of Construction . Rules of construction with respect to accounting terms used in this Agreement or the other Loan Documents shall be as set forth in the definition of GAAP in Section 1.1. All other undefined terms contained in any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein; in the event that any term is defined differently in different Articles or Divisions of the UCC, the definition contained in Article or Division 9 shall control. Unless otherwise specified, references in this Agreement or any of the Appendices to a Schedule, Exhibit, Section, subsection or clause refer to such Schedule, Exhibit, Section, subsection or clause as contained in this Agreement. The words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole, including all Schedules and Exhibits, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement or any such Schedule or Exhibit. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of Borrower, such words are intended to signify that Borrower has actual knowledge or awareness of a particular fact or circumstance or that Borrower, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance.

SECTION 2. AMOUNT AND TERMS OF CREDIT

2.1 Term Loan .

(a) Subject to the terms and conditions hereof, Lender agrees to make a term loan (the “ Term Loan ” ) on the Closing Date to Borrower in the original principal amount of its Commitment. The Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1 (the “ Term Note ”) and, except as provided in Section 2.8, Borrower shall execute and deliver the Term Note to Lender. The Term Note shall represent the obligation of Borrower to pay the amount of the Commitment, together with interest thereon as prescribed in Section 2.4.

(b) The aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. No payment with respect to the Term Loan may be reborrowed.

2.2 Prepayments .

(a) Voluntary Prepayments. Borrower may, at any time upon at least five (5) days’ prior written notice by Borrower to Lender, voluntarily prepay all or part of the Term Loan; provided , that any such prepayment shall be accompanied by payment of the fee described in Section 2.5(b).

(b) Mandatory Prepayment . Upon a Qualified IPO, Borrower shall prepay the Term Loan in accordance with Section 2.2(c).

(c) Application of Mandatory Prepayment . Any prepayment made by Borrower pursuant to Section 2.2(b) shall be applied as follows: first , to fees and reimbursable expenses of Lender then due and payable pursuant to any of the Loan Documents; second , to interest then due and payable on the Term Loan; and third , to prepay the principal of the Term Loan until the Term Loan shall have been repaid in full.

(d) No Implied Consent . Nothing in this Section 2.2 shall be construed to constitute Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

2.3 Use of Proceeds . The proceeds of the Term Loan shall be utilized for the financing of Borrower’s ordinary working capital and general corporate needs and acquisition of all or substantially all of the assets of RayTrans Distribution Services, Inc., an Illinois corporation.

2.4 Interest; Principal .

(a) Interest shall accrue on the outstanding principal amount of the Term Loan at the Interest Rate and shall be payable by Borrower, together with principal, (i) on July 7, 2009 in the amount of $260,830 and (ii) in equal monthly installments of $252,750 each, commencing on August 7, 2009 and continuing on the seventh day of each month thereafter. On the Maturity Date, all unpaid principal and interest shall be due and payable. Interest that continues to accrue after the Maturity Date shall be payable on the Termination Date.

(b) If any payment on the Term Loan becomes due and payable on a day other than a Business Day, the payment shall be clue on the immediately preceding Business Day.

(c) All computations of Fees and interest calculated on a per annum basis shall be made by Lender on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. Each determination by Lender of interest rates and Fees hereunder shall be presumptive evidence of the correctness of such rates and Fees.

(d) So long as an Event of Default has occurred and is continuing, at the election of Lender confirmed by written notice from Lender to Borrower, the interest rates applicable to the Term Loan shall be increased to 16% (the “ Default Rate ”), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand.

(e) Notwithstanding anything to the contrary set forth in this Section 2.4 , if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “ Maximum Lawful Rate ”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. In no event shall the total interest received by Lender pursuant to the terms hereof exceed the amount that Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate.

2.5 Fees . Borrower shall pay to Lender the following fees and expenses:

(a) A origination fee in the amount of $37,500 shall be paid to Lender on the Closing Date, which fee shall be fully earned on the Closing Date and shall be non-refundable when paid.

(b) An exit fee in the amount of $262,500 shall be deemed fully earned by Lender on the Closing Date and shall be paid to Lender on the earliest of (i) the Maturity Date, (ii) the date of payment in full by Borrower of the Term Loan, and (iii) the date of early termination or acceleration of the Term Loan.

2.6 Method of Payment . Payments are due in immediately available funds to Lender at JPMorgan Chase Bank, N.A., ABA #021000021, Account Name — EGL Mezzanine LLC — 600 West Chicago Ave., Chicago, IL 60654, Account #816899793, no later than 1:00 p.m. Central time.

2.7 Application and Allocation of Payments . So long as no Event of Default has occurred and is continuing, (i) payments matching specific scheduled payments then due shall be applied to those scheduled payments; and (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.2(a) . As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Maturity Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Lender may deem advisable notwithstanding any previous entry by Lender in the Loan Account or any other books and records. In all circumstances, after acceleration or

maturity of the Obligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Lender’s expenses reimbursable hereunder; (2) to interest on the Term Loan; (3) to principal payments on the Term Loan; and (4) to all other Obligations including expenses of Lender to the extent reimbursable.

2.8 Loan Account and Accounting . Lender shall maintain a loan account (the “ Loan Account ”) on its books to record the Term Loan, all payments made by Borrower, and all other debits and credits as provided in this Agreement with respect to the Term Loan or any other Obligations. All entries in the Loan Account shall be made in accordance with Lender’s customary accounting practices as in effect from time to time, The balance in the Loan Account, as recorded on Lender’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Lender by Borrower.

2.9 Indemnity . Borrower shall indemnify and hold harmless each of Lender and its Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “ Indemnified Person ”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Documents (collectively, “ Indemnified Liabilities ”); provided , that Borrower shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

2.10 Taxes .

(a) Any and all payments by Borrower hereunder or under the Term Note shall be made, in accordance with this Section 2.10, free and clear of and without deduction for any and all present or future Taxes. If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Term Note, (i) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.10 ) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after

the date of any payment of Taxes, Borrower shall furnish to Lender the original or a certified copy of a receipt evidencing payment thereof.

(b) Borrower shall indemnify and, within ten days of demand therefor, pay Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 2.10 ) paid by Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted.

2.11 Single Loan . The Term Loan of Borrower and all of the other Obligations of Borrower arising under this Agreement and the other Loan Documents shall constitute one general obligation of Borrower secured, until the Termination Date, by all of the Collateral.

2.12 Termination of Chase Loan Documents . Borrower hereby agrees to elect to irrevocably terminate the Chase Loan Documents and take all such other actions as may be necessary to cause the Chase Loan to be “Finally Paid” within the meaning of the Subordination Agreement, upon the earliest to occur of the following: (a) the outstanding Liabilities (as defined in the Chase Loan Documents) have been paid in full or otherwise have been fully satisfied and no amounts are then due and owing under the Chase Loan Documents; and (b) the sale or issuance of equity securities of Borrower after the date of this Agreement in one transaction or a series of related transactions pursuant to which Borrower receives aggregate gross proceeds (excluding proceeds from the conversion of any indebtedness) of at least $15,000,000, all of which may be used to pay outstanding indebtedness of Borrower, including without limitation, amounts outstanding under the Chase Loan, or for working capital and other general corporate purposes.

SECTION 3. CREATION OF SECURITY INTEREST

3.1 Grant of Security Interest .

(a) Borrower grants to Lender a Lien upon all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Obligations, which Lien shall be subordinate to the Lien granted under the Chase Loan pursuant to the terms set forth in the Subordination Agreement.

(b) Borrower shall defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever, and shall take such actions, including (i) after payment in full of the Chase Loan, all actions necessary to grant Lender “control” of any investment property, deposit accounts, letter of credit rights or electronic chattel paper owned by Borrower, with any agreements establishing control to be in form and substance satisfactory to Lender, (ii) after payment in full of the Chase Loan, the delivery to Lender of all original instruments, chattel paper, negotiable documents and certificated Stock owned by Borrower (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after Borrower receives same, (iii) after payment in full of the Chase Loan, notification of Lender’s interest in Collateral at Lender’s request, (iv) after payment in full of the Chase Loan, preparation and delivery of all applications and other relevant actions to note the Lien of Lender on any certificate of title, and (v) the institution of litigation

against third parties as shall be prudent in order to protect and preserve Borrower’s and Lender’s respective and several interests in the Collateral. Borrower shall mark its books and records pertaining to the Collateral to evidence the Loan Documents and the Liens granted under the Loan Documents, subject to the Chase Loan Documents. After payment in full of the Chase Loan, if Borrower retains possession of any chattel paper or instruments with Lender’s consent, then such chattel paper and instruments shall be marked with the following legend: “THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE LIEN OF EGL MEZZANINE LLC.” Borrower shall promptly, and in any event within two Business Days after the same is acquired by it, notify Lender of any commercial tort claim acquired by it and unless otherwise consented to by Lender, Borrower shall enter into a supplement to this Agreement (and the Loan Documents) granting to Lender a Lien in such commercial tort claim, provided Borrower has also granted to JPMorgan Chase Bank, N.A. a first priority Lien in such commercial tort claim.

3.2 Lender’s Rights .

(a) After payment in full of the Chase Loan, Lender may, at any time in Lender’s own name or in the name of Borrower and without prior notice to Borrower, (i) communicate with Account Debtors, parties to contracts, and obligors in respect of payment intangibles, instruments, chattel paper or other Collateral to verify to Lender’s satisfaction the existence, amount and terms of any such accounts, contracts, payment intangibles, instruments, chattel paper or other Collateral, and (ii) at any time after the occurrence and continuance of an Event of Default (or if any rights of set-off (other than set-offs against an account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), and without prior notice to Borrower, notify Account Debtors and other Persons obligated on the Collateral that Lender has a security interest therein, and that payments shall be made directly to Lender. Upon the request of Lender, Borrower shall, only after payment in full of the Chase Loan, so notify such Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, Borrower shall not give any contrary instructions to such Account Debtor or other Person without Lender’s prior written consent.

(b) It is expressly agreed by Borrower that Borrower shall remain liable under each contract and License to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall not have any obligation or liability whatsoever to any Person under any contract or License (between Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower thereunder, (ii) to make any payment or inquiry, or (iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any contract or License.

(c) Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable advance notice (unless a Default or an Event of Default has occurred and is continuing, in which event no notice shall be required and Lender shall have access at any and all times): (i) provide access to such facility or property

to Lender and any of its officers, employees and agents, as frequently as Lender determines to be appropriate; (ii) permit Lender and any of its officers, employees and agents to inspect, audit and make extracts from all of Borrower’s books and records; and (iii) permit Lender to inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Lender considers advisable, and Borrower shall provide to Lender, at Borrower’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Representatives of Lender may accompany Lender’s representatives on inspections and audits at no cost to Borrower. Borrower shall make available to Lender and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower’s books and records and any other instruments and documents that Lender may request. Borrower shall deliver any document or instrument reasonably necessary for Lender, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower.

(d) Upon the occurrence and during the continuance of a Default or an Event of Default, Borrower, at its own expense, shall cause their independent certified public accountants or consultants who are reasonably acceptable to Lender, to prepare and deliver to Lender at any time and from time to time, promptly upon Lender’s request: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Lender may request. Borrower, at its own expense, shall cause their independent certified public accountants to deliver to Lender the results of (i) any physical verifications of all or any portion of the inventory made or observed by such accountants and (ii) any verifications of Borrower’s Accounts, in each case when and if any such verifications are conducted. Lender shall be permitted to observe and consult with Borrower and Borrower’s certified public accountants in the performance of these tasks.

3.3 Power of Attorney . Borrower hereby irrevocably makes, constitutes, and appoints Lender (and any of Lender’s officers, employees or agents designated by Lender) as Borrower’s true and lawful attorney-in-fact, with power to: (a) sign the name of Borrower on any document to be executed, recorded or filed in order to perfect or continue perfected Lender’s Lien upon the Collateral if Borrower fails to do so promptly after request therefor by Lender, including filing any financing statement or amendments thereto or continuation statement without the signature of Borrower; (b) after payment in full of the Chase Loan, sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts and notices to Account Debtors; (c) after payment in full of the Chase Loan, send requests for verification of Accounts; (d) after payment in full of the Chase Loan, endorse Borrower’s name on any checks, notices, acceptances, money orders, drafts, or other forms of payment or security that may come into Lender’s possession; and (e) after payment in full of the Chase Loan, at any time that an Event of Default has occurred and is continuing or Lender deems itself insecure, (i) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower, (ii) make, settle, and adjust all claims under Borrower’s policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Lender determines to be reasonable, and Lender may cause to be executed and delivered any documents and releases which Lender determines to

be necessary. The appointment of Lender as Borrower’s attorney-in-fact, and each and every one of Lender’s rights and powers, being coupled with an interest, is irrevocable until the Termination Date. NEITHER LENDER NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower also hereby (a) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (i) indicate the Collateral (A) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including (A) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, (b) agrees to furnish any such information to Lender promptly upon request, and (c) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the Closing Date. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrower’s rights under Section 9509(d)(2) of the UCC.

3.4 Financing Statements . Borrower shall from time to time execute, deliver and file, alone or with Lender any financing statements, security agreements, assignments, notices, control agreements, or other documents to perfect or give priority to Lender’s Lien on the Collateral. Borrower shall from time to time procure any instruments or documents as may be requested by Lender, and take all further action that may be necessary or desirable, or that Lender may request, to carry out more effectively the provisions and purposes of this Agreement or any other Loan Document or to confirm, perfect, preserve and protect the Liens granted hereby and thereby. In addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, assignments, notices, control agreements, security agreements and other documents without the signature of Borrower in Lender’s name as agent and attorney-in-fact for Borrower. The parties agree that a carbon, facsimile, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof.

3.5 Reinstatement . The provisions of this Section 3 shall remain in full force and effect and continue to be effective even if: (a) any petition is filed by or against Borrower for liquidation or reorganization; (b) Borrower becomes insolvent or makes an assignment for the benefit of creditors; (c) a receiver or trustee is appointed for all or any significant part of Borrower’s assets; or (d) at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,”

“fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations and Lender’s Liens on the Collateral shall be reinstated and deemed reduced only by any amount paid and not so rescinded, reduced, restored or returned.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce Lender to make the Term Loan, the Borrower makes the following representations and warranties to Lender with respect to Borrower, each and all of which shall survive the execution and delivery of this Agreement.

4.1 Corporate Existence; Compliance with Law . Borrower (a) is a corporation, duly organized, validly existing and in good standing under the laws of Delaware; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not result in exposure to losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted or proposed to be conducted; (d) has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) is in compliance with its charter and bylaws; and (f) subject to specific representations set forth herein regarding tax and other laws, is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.2 Corporate Power, Authorization, Enforceable Obligations . The execution, delivery and performance by Borrower of the Loan Documents to which it is a party and the creation of all Liens provided for therein: (a) are within Borrower’s power; (b) have been duly authorized by all necessary corporate action; (c) do not contravene any provision of Borrower’s charter and bylaws; (d) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of Borrower other than those in favor of Lender pursuant to the Loan Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, all of which will have been duly obtained, made or complied with prior to the Closing Date. Each of the Loan Documents shall be duly executed and delivered by Borrower and each such Loan Document shall constitute a legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms.

4.3 Ownership of Property; Liens . Borrower owns good and marketable fee simple title to all of its owned Real Estate, and valid and marketable leasehold interests in all of its leased Real Estate. Borrower also has good and marketable title to, or valid leasehold interests in, all of its personal property and assets. None of the properties and assets of Borrower are

subject to any Liens other than Permitted Liens, and there are no facts, circumstances or conditions that could reasonably be expected to result in any Liens other than Permitted Liens. Borrower has received all deeds, assignments, waivers, consents, nondisturbance and attornment or similar agreements, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect Borrower’s right, title and interest in and to all such Real Estate and other properties and assets. No portion of Borrower’s Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored in all material respects to its original condition or otherwise remedied. All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

4.4 Taxes . All Federal and other material tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by Borrower have been filed with the appropriate Governmental Authority, and all Charges have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, excluding Charges or other amounts being contested and unless the failure to so file or pay would not reasonably be expected to result in fines, penalties or interest in excess of $100,000 in the aggregate. Proper and accurate amounts have been withheld by Borrower from its employees for all periods in full and complete compliance with all applicable federal, state, local and foreign laws and such withholdings have been timely paid to the respective Governmental Authorities. Borrower has not executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Charges. Borrower and its predecessors are not liable for any Charges: (a) under any agreement (including any tax sharing agreements) or (b) to Borrower’s knowledge, as a transferee. Borrower has not agreed or been requested to make any adjustment under Code Section 481(a), by reason of a change in accounting method or otherwise, which would reasonably be expected to have a Material Adverse Effect.

4.5 No Litigation . No action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of Borrower, threatened against Borrower (collectively, “ Litigation ”), (a) that challenges Borrower’s right or power to enter into or perform any of its obligations under the Loan Documents to which it is a party, or the validity or enforceability of any Loan Document or any action taken thereunder, or (b) that has a reasonable risk of being determined adversely to Borrower and that, if so determined, could reasonably be expected to have a Material Adverse Effect. There is no Litigation pending or threatened that seeks damages in excess of $100,000 or injunctive relief against, or alleges criminal misconduct of, Borrower.

4.6 Intellectual Property . Borrower owns or has rights to use all Intellectual Property necessary to continue to conduct its business as now conducted by it or presently proposed to be conducted by it. Borrower conducts its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any material respect. Borrower is not aware of any material infringement claim by any other Person with respect to any Intellectual Property.

4.7 Full Disclosure . No information contained in this Agreement, any of the other Loan Documents, Financial Statements or other written reports from time to time prepared by Borrower and delivered hereunder or any written statement prepared by Borrower and furnished by or on behalf of Borrower to Lender pursuant to the terms of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Liens granted to Lender pursuant to this Agreement will at all times be fully perfected Liens in and to the Collateral described therein.

4.8 Solvency . Both before and after giving effect to the Term Loan made on the Closing Date Borrower is and will be Solvent.

SECTION 5. FINANCIAL STATEMENTS AND INFORMATION

5.1 Reports and Notices .

(a) Borrower hereby agrees that from and after the Closing Date and until the Termination Date, it shall deliver to Lender the Financial Statements, notices, and other information at the times, to the Persons and in the manner requested by Lender.

SECTION 6. AFFIRMATIVE COVENANTS

Borrower agrees to do, and cause each of its Subsidiaries to do, each of the following:

6.1 Insurance . Maintain insurance with financially sound and reputable insurers, with such insurance and insurers to be satisfactory to Lender, covering its Property and business against those casualties and contingencies and in the types and amounts as are in accordance with sound business and industry practices, and furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request.

6.2 Existence . Maintain its existence and business operations as presently in effect in accordance with all applicable Legal Requirements, pay its debts and obligations when due under normal terms, and pay on or before their due date, all taxes, assessments, fees and other governmental monetary obligations, except as they may be contested in good faith if they have been properly reflected on its books and, at Lender’s request, adequate funds or security has been pledged or reserved to insure payment.

6.3 Financial Records . Maintain proper books and records of account, in accordance with GAAP, and consistent with financial statements previously submitted to Lender.

6.4 Inspection . Permit Lender, its agents and designees to: (a) inspect and photograph its Property, to examine and copy files, books and records, and to discuss its business, operations, prospects, assets, affairs and financial condition with Borrower’s or its Subsidiaries’ officers and accountants, at times and intervals as Lender reasonably determines; (b) perform audits or other inspections of the Collateral, including the records and documents related to the Collateral; and (c) confirm with any Person any obligations and liabilities of the Person to Borrower or its Subsidiaries. Borrower will, and will cause its Subsidiaries to

cooperate with any inspection or audit. Borrower will pay Lender the reasonable costs and expenses of any audit or inspection of the Collateral (including fees and expenses charged internally by Lender for asset reviews) promptly after receiving the invoice.

6.5 Notices of Claims, Litigation, Defaults, etc . Promptly inform Lender in writing of: (i) all existing and all threatened litigation, claims, investigations, administrative proceedings and similar actions or changes in Legal Requirements affecting it which could materially affect its business, assets, affairs, prospects or financial condition; (ii) the occurrence of any event which gives rise to Lender’s option to terminate the Loan; (iii) the institution of steps by it to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which it may have liability; (iv) any reportable event or any prohibited transaction in connection with any employee benefit plan; (v) any additions to or changes in the locations of its businesses; and (vi) any alleged breach by Lender of any provision of this agreement or of any other Loan Document.

6.6 Other Agreements . Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between it and any other Person.

6.7 Title to Assets and Property . Maintain good and marketable title to all of its Properties, and defend them against all claims and demands of all Persons at any time claiming any interest in them.

6.8 Additional Assurances . Promptly make, execute and deliver any and all agreements, documents, instruments and other records that Lender may request to evidence the Loan, cure any defect in the execution and delivery of any of the Loan Documents, perfect any Lien, comply with any Legal Requirement applicable to Lender or the Loan or describe more fully particular aspects of the agreements set forth or intended to be set forth in any of the Loan Documents.

SECTION 7. TERM

7.1 Termination . The financing arrangements contemplated hereby shall be in effect until the Maturity Date, and the Term Loan and all other Obligations shall be automatically due and payable in full on such date.

7.2 Survival of Obligations Upon Termination of Financing Arrangements . Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of Borrower or the rights of Lender relating to any unpaid portion of the Term Loan or any other Obligations, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Maturity Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon Borrower, and all rights of Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided , that the provisions of Section 9 , the

payment obligations under Sections 2.10 and 2.11, and the indemnities contained in the Loan Documents shall survive the Termination Date.

SECTION 8. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

8.1 Events of Default/Acceleration . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “ Event of Default ” hereunder:

(a) Borrower fails to pay when due any of the Obligations or any other debt to any Person, or any amount payable with respect to any of the Obligations, or under the Term Note, any other Loan Document, or any agreement or instrument evidencing other debt to any Person.

(b) Borrower: (i) fails to observe or perform or otherwise violates any term, covenant, condition or agreement of any of the Loan Documents; (ii) makes any materially incorrect or misleading representation, warranty, or certificate to Lender; (iii) makes any materially incorrect or misleading representation in any financial statement or other information delivered to Lender; or (iv) defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Loan Documents) and the effect of such default will allow the creditor to declare the debt due before its states maturity.

(c) In the event (i) there is a default under the terms of any Loan Document, (ii) Borrower terminates or revokes or purports to terminate or revoke its guaranty or Borrower’s guaranty becomes unenforceable in whole or in part, (iii) Borrower fails to perform under its guaranty, or (iv) Borrower fails to comply with, or perform under any agreement, now or hereafter in effect, between Borrower and Lender, or any Affiliate of Lender or their respective successors and assigns.

(d) There is any loss, theft, damage, or destruction of any Collateral not covered by insurance.

(e) Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of Borrower or any of its Subsidiaries.

(f) Borrower or any of its Subsidiaries: (i) becomes insolvent or unable to pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its Property; (iv) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws; (v) conceals or removes any of its Property, with the intent to hinder, delay or defraud any of its creditors; (vi) makes or permits a transfer of any of its Property, which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (vii) makes a transfer of any of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid.

(g) A custodian, receiver, or trustee is appointed for Borrower or any of its Subsidiaries or for a substantial part of their respective Property.

(h) Borrower or any of its Subsidiaries, without Lender’s written consent: (i) liquidates or is dissolved; (ii) merges or consolidates with any other Person; (iii) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business; (iv) leases, purchases, or otherwise acquires a material part of the assets of any other Person, except in the ordinary course of its business; or (v) agrees to do any of the foregoing; provided, however, that any Subsidiary of Borrower may merge or consolidate with any other Subsidiary of Borrower, or with Borrower, so long as Borrower is the survivor.

(i) Proceedings are commenced under any bankruptcy, reorganization, liquidation, or similar laws against Borrower or any of its Subsidiaries and remain undismissed for thirty (30) days after commencement; or Borrower or any of its Subsidiaries consents to the commencement of those proceedings.

(j) Any judgment is entered against Borrower or any of its Subsidiaries, or any attachment, seizure, sequestration, levy, or garnishment is issued against any Property of Borrower or any of its Subsidiaries or any Collateral.

(k) Any material adverse change occurs in: (i) the reputation, Property, financial condition, business, assets, affairs, prospects, liabilities, or operations of Borrower or any of its Subsidiaries; (ii) Borrower’s ability to perform its obligations under the Loan Documents; or (iii) the Collateral.

8.2 Remedies .

(a) Upon the occurrence and during the continuance of any Event of Default, Lender may, without notice except as otherwise expressly provided herein, increase the rate of interest applicable to the Term Loan to the Default Rate.

(b) Upon the occurrence and during the continuance of any Event of Default, Lender may, without notice: (i) declare all or any portion of the Obligations, including all or any portion of any Term Loan to be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived by Borrower; or (ii) exercise any rights and remedies provided to Lender under the Loan Documents or at law or equity, including all remedies provided under the UCC; provided , that upon the occurrence of an Event of Default specified in Sections 8.1(i) or (j) , the Commitments shall be immediately terminated and all of the Obligations shall become immediately due and payable without declaration, notice or demand by any Person.

(c) Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees that any such public or private sale may occur upon five (5) calendar days’ prior written notice to Borrower. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place designated by Lender that is reasonably convenient to Lender and

Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Lender in the following order of priorities:

(i) First , to Lender in an amount sufficient to pay in full Lender’s costs and professionals’ and advisors’ fees and expenses;

(ii) Second , to Lender in an amount equal to the then unpaid amount of the Obligations (including principal, interest, and the Default Rate interest), in such order and priority as Lender may choose in its sole discretion; and

(iii) Finally , after the full, final, and indefeasible payment in cash of all of the Obligations, to any creditor holding a junior Lien on the Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct.

Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

8.3 Waivers by Borrower . Except as otherwise provided for in this Agreement or by applicable law, Borrower waives: (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (b) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security that might be required by any court prior to allowing Lender to exercise any of its remedies, and (c) the benefit of all valuation, appraisal, marshaling and exemption laws.

SECTION 9. MISCELLANEOUS

9.1 Continuation of Security Interest . This is a continuing agreement and the grant of a Lien hereunder shall remain in full force and effect and all of the rights, powers and remedies of Lender hereunder, shall continue to exist until the Termination Date. Lender shall execute a termination statement within a reasonable time after the Termination Date, reassigning to Borrower, without recourse, the Collateral and all rights conveyed hereby and returning possession of the Collateral to Borrower. The rights, powers and remedies of Lender shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of Lender.

9.2 Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.3 Notice . Except as otherwise provided herein, all notices and service of process required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the first Business Day after transmission by facsimile or hand delivery or deposit with an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as follows:

(a) If to Lender:

EGL Mezzanine LLC

600 West Chicago Avenue, Suite 725

Chicago, Illinois 60654

Attn: Eric P. Lefkofsky

Facsimile: . .

with a copy to:

DLA Piper LLP (US)

203 North LaSalle Street, Suite 1900

Chicago, Illinois 60601

Attn: Richard E. Ginsberg

Fax: 312.630.5388

(b) If to Borrower:

Echo Global Logistics, Inc.

600 West Chicago Avenue, Suite 725

Chicago, Illinois 60654

Attn: Douglas R. Waggoner

Fax: 888.796.4445

9.4 Entire Agreement; Modifications and Amendments . This Agreement and the other Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements, commitments, understandings or inducements (oral or written, expressed or implied), and may not be modified, altered or amended except by a written agreement signed by Lender, Borrower and each other Person executing this Agreement or any other Loan Document, as applicable.

9.5 Headings . The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

9.6 No Waiver . No action taken by Lender or Borrower will be deemed to constitute a waiver of compliance with any representation, warranty or covenant in this Agreement, Term Note or other Loan Documents. The waiver by Lender of a breach of any provision of this

Agreement, Term Note or other Loan Documents will not operate or be construed as a waiver of any subsequent breach.

9.7 Successors and Assigns . The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on Borrower and its permitted assigns (if any). Borrower shall not assign its obligations under this Agreement, the Term Note or any of the other Loan Documents without Lender’s express prior written consent, and any such attempted assignment shall be void and of no effect. Lender reserves the right at any time to create and sell a participation in any portion of the Term Loan and the Loan Documents and to sell, transfer or assign any or all of its rights in the Term Loan and under the Loan Documents and Borrower consents to Lender’s sale of participations in, at any time or times, the Term Loan and the Loan Documents, or of any portion thereof or interest therein, to any Person including Lender’s rights, title, interests, remedies, powers, or duties thereunder, whether evidenced by a writing or not.

9.8 GOVERNING LAW . THIS AGREEMENT, THE TERM NOTE AND THE OTHER LOAN DOCUMENTS HAVE BEEN NEGOTIATED AND DELIVERED TO LENDER IN THE STATE OF ILLINOIS, AND SHALL HAVE BEEN ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. PAYMENT TO LENDER BY BORROWER OF THE OBLIGATIONS IS DUE IN THE STATE OF ILLINOIS. THIS AGREEMENT, THE TERM NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, EXCLUDING CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.

9.9 Consent To Jurisdiction And Venue . All judicial proceedings arising in or under or related to this Agreement, the Term Note, or any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of Illinois. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Cook County, State of Illinois; (b) waives any objection as to jurisdiction or venue in Cook County, State of Illinois; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Term Note, or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 9.3 , and shall be deemed effective and received as set forth in Section 9.3 . Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

9.10 Mutual Waiver Of Jury Trial; Judicial Reference . Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF BORROWER AND LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER

CLAIM (COLLECTIVELY, “ CLAIMS ”) ASSERTED BY BORROWER AGAINST LENDER OR ITS ASSIGNEE OR BY LENDER OR ITS ASSIGNEE AGAINST BORROWER. IN THE EVENT THE JURY WAIVER IN THIS AGREEMENT IS UNENFORCEABLE FOR ANY REASON, THE PARTIES WILL RESOLVE ALL DISPUTES ARISING OUT OF THIS AGREEMENT OR ANY RELATIONSHIP BETWEEN LENDER OR BORROWER BY JUDICIAL REFERENCE PURSUANT TO CODE OF CIVIL PROCEDURE SECTIONS 638 ET SEQ, SUCH REFERENCE PROCEEDING TO BE CONDUCTED WITHOUT A JURY BEFORE A MUTUALLY ACCEPTABLE REFEREE OR, IF THERE IS NO AGREEMENT ON THE REFEREE, A REFEREE APPOINTED BY THE PRESIDING JUDGE OF THE ILLINOIS CIRCUIT COURT FOR COOK COUNTY. THIS SECTION SHALL NOT PROHIBIT ANY PARTY FROM SEEKING ANY JUDICIAL PREJUDGMENT REMEDY OR EXERCISING ANY NONJUDICIAL REMEDY IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower and Lender; Claims that arise out of or are in any way connected to the relationship between Borrower and Lender; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement or any other Loan Document.

9.11 Confidentiality . Lender acknowledges that certain items of Collateral, including, but not limited to trade secrets, source codes, customer lists and certain other items of Intellectual Property, and any Financial Statements provided pursuant to hereto, if and to the extent such information is marked as confidential by Borrower at the time of disclosure, shall constitute proprietary and confidential information of Borrower (the “ Confidential Information ”). Accordingly, Lender agrees that any Confidential Information it may obtain in the course of acquiring, administering, perfecting or foreclosing Lender’s security interest in the Collateral shall be received in the strictest confidence and shall not be disclosed to any other person or entity in any manner whatsoever, in whole or in part, without the prior written consent of Borrower, except that Lender may disclose any such information: (a) to its own directors, officers, employees, accountants, counsel and other professional advisors and to its affiliates if Lender in their sole discretion determines that any such party should have access to such information; (b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Lender; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Lender’s counsel; (e) to comply with any legal requirement or law applicable to Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including Lender’s sale, lease, or other disposition of Collateral after default, which Collateral constitutes or is reasonably related to Confidential Information; (g) to any participant or assignee of Lender or any prospective participant or assignee, provided that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of Borrower; provided , that any disclosure made in violation of this Agreement shall not affect the obligations of Borrower or any of its affiliates or any guarantor under this Agreement or the other Loan Documents.

9.12 Revival of Obligations . This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower

for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Lender. The Loan Documents and the Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Obligations or any transfer of Collateral to Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Lender or by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made, In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Lender in cash.

9.13 Counterparts . This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

9.14 Remedies . Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Lender may have under any other agreement, including the other Loan Documents, by operation of taw or otherwise. Recourse to the Collateral shall not be required.

9.15 Conflict of Terms . Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

9.16 Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Sections 9.8 , 9.9 and 9.10 , with its counsel.

9.17 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, this Loan and Security Agreement has been duly executed as of the date first written above.

“Borrower”

ECHO GLOBAL LOGISTICS, INC,

By:	/s/ David B. Menzel
Name:	David B. Menzel
Title:	CFO

“Lender”

EGL MEZZANINE LLC

By:	/s/ Eric P. Lefkofsky
Name:	Eric P. Lefkofsky
Title:	Manager

[Signature Page to Amended and Restated Loan and Security Agreement]

Exhibit 10.16

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

August 26, 2009

among

Echo Global Logistics, Inc.,

Echo/Bestway Holdings, LLC,

Echo/TMG Holdings, LLC,

Echo/RT Holdings, LLC, and

Echo/FMI Holdings, LLC

and

JPMORGAN CHASE BANK, N.A.

TABLE OF CONTENTS

	Page

ARTICLE I - DEFINITIONS	1
SECTION 1.01. Defined Terms	1
SECTION 1.02. Classification of Loans and Borrowings	17
SECTION 1.03. Terms Generally	17
SECTION 1.04. Accounting Terms; GAAP	18
ARTICLE II - THE CREDITS	18
SECTION 2.01. Commitment	18
SECTION 2.02. Loans and Borrowings	18
SECTION 2.03. Borrowing Procedures; Requests for Revolving Borrowings	19
SECTION 2.04. Protective Advances	19
SECTION 2.05. Letters of Credit	19
SECTION 2.06. Funding of Borrowings	21
SECTION 2.07. Interest Elections	21
SECTION 2.08. Termination of Commitment	22
SECTION 2.09. Repayment and Amortization of Loans; Evidence of Debt	23
SECTION 2.10. Prepayment of Loans	23
SECTION 2.11. Fees	24
SECTION 2.12. Interest	25
SECTION 2.13. Alternate Rate of Interest	25
SECTION 2.14. Increased Costs	26
SECTION 2.15. Break Funding Payments	26
SECTION 2.16. Taxes	27
SECTION 2.17. Payments Generally; Allocation of Proceeds; Sharing of Set-offs	27
SECTION 2.18. Indemnity for Returned Payments	28
ARTICLE III - Representations and Warranties	29
SECTION 3.01. Organization; Powers	29
SECTION 3.02. Authorization; Enforceability	29
SECTION 3.03. Governmental Approvals; No Conflicts	29
SECTION 3.04. Financial Condition; No Material Adverse Change	29
SECTION 3.05. Properties	29
SECTION 3.06. Litigation and Environmental Matters	30
SECTION 3.07. Compliance with Laws and Agreements	30
SECTION 3.08. Investment Company Status	30
SECTION 3.09. Taxes	30
SECTION 3.10. ERISA	30
SECTION 3.11. Disclosure	30
SECTION 3.12. Material Agreements	31
SECTION 3.13. Solvency	31
SECTION 3.14. Insurance	31
SECTION 3.15. Capitalization and Subsidiaries	31
SECTION 3.16. Security Interest in Collateral	31
SECTION 3.17. Employment Matters	31
SECTION 3.18. Affiliate Transactions	31
SECTION 3.19. Common Enterprise	32
ARTICLE IV - CONDITIONS	32
SECTION 4.01. Effective Date	32
SECTION 4.02. Each Credit Event	34
ARTICLE V - AFFIRMATIVE COVENANTS	34
SECTION 5.01. Financial Statements; Borrowing Base and Other Information	34

SECTION 5.02. Notices of Material Events	35
SECTION 5.03. Existence; Conduct of Business	36
SECTION 5.04. Payment of Obligations	36
SECTION 5.05. Maintenance of Properties	36
SECTION 5.06. Books and Records; Inspection Rights	37
SECTION 5.07. Compliance with Laws	37
SECTION 5.08. Use of Proceeds and Letters of Credit	37
SECTION 5.09. Insurance	37
SECTION 5.10. Casualty and Condemnation	37
SECTION 5.11. Appraisals	37
SECTION 5.12. Depository Banks	37
SECTION 5.13. Additional Collateral; Further Assurances	38
ARTICLE VI - NEGATIVE COVENANTS	38
SECTION 6.01. Indebtedness	38
SECTION 6.02. Liens	39
SECTION 6.03. Fundamental Changes	40
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions	41
SECTION 6.05. Asset Sales	42
SECTION 6.06. Sale and Leaseback Transactions	43
SECTION 6.07. Swap Agreements	43
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness	43
SECTION 6.09. Transactions with Affiliates	43
SECTION 6.10. Restrictive Agreements	44
SECTION 6.11. Amendment of Material Documents	44
SECTION 6.12. Financial Covenants	44
ARTICLE VII - EVENTS OF DEFAULT	45
ARTICLE VIII - MISCELLANEOUS	47
SECTION 8.01. Notices	47
SECTION 8.02. Waivers; Amendments	48
SECTION 8.03. Expenses; Indemnity; Damage Waiver	48
SECTION 8.04. Successors and Assigns	49
SECTION 8.05. Survival	50
SECTION 8.06. Counterparts; Integration; Effectiveness	51
SECTION 8.07. Severability	51
SECTION 8.08. Right of Setoff	51
SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process	51
SECTION 8.10. WAIVER OF JURY TRIAL	52
SECTION 8.11. Headings	52
SECTION 8.12. Confidentiality	52
SECTION 8.13. Nonreliance; Violation of Law	52
SECTION 8.14. USA PATRIOT Act	52
SECTION 8.15. Disclosure	53
SECTION 8.16. Interest Rate Limitation	53
ARTICLE IX - LOAN GUARANTY	53
SECTION 9.01. Guaranty	53
SECTION 9.02. Guaranty of Payment	53
SECTION 9.03. No Discharge or Diminishment of Loan Guaranty	53
SECTION 9.04. Defenses Waived	54
SECTION 9.05. Rights of Subrogation	54
SECTION 9.06. Reinstatement; Stay of Acceleration	54
SECTION 9.07. Information	54
SECTION 9.08. Termination	55
SECTION 9.09. Taxes	55

SECTION 9.10. Maximum Liability		55
SECTION 9.11. Contribution		55
SECTION 9.12. Liability Cumulative		56
ARTICLE X. THE BORROWER REPRESENTATIVE		56
10.01.	Appointment; Nature of Relationship	56
10.02.	Powers	56
10.03.	Employment of Agents	56
10.04.	Notices	56
10.05.	Successor Borrower Representative	56
10.06.	Execution of Loan Documents; Borrowing Base Certificate	56
10.07.	Reporting	57
10.08.	Effect of Amendment and Restatement; Acknowledgement of Outstanding Principal under Existing Loan Agreement	57

SCHEDULES :

Schedule 3.05 - Properties

Schedule 3.06 - Disclosed Matters

Schedule 3.14 - Insurance

Schedule 3.15 - Capitalization and Subsidiaries

Schedule 3.18 - Affiliate Transactions

Schedule 6.01 - Existing Indebtedness

Schedule 6.02 - Existing Liens

Schedule 6.04 - Existing Investments

Schedule 6.10 - Existing Restrictions

EXHIBITS :

Exhibit A - Form of Opinion of Borrowers’ Counsel

Exhibit B - Form of Borrowing Base Certificate

Exhibit C - Form of Compliance Certificate

Exhibit D - Joinder Agreement

iii

AMENDED AND RESTATED CREDIT AGREEMENT

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

A. Echo and the Lender are parties to the Existing Credit Agreement (as defined below).

B. Echo and the other Borrowers (as defined below) have requested that the Lender amend certain provisions of the Existing Credit Agreement, including, without limitation, making available Loans to the other Borrowers hereunder.

C. The Lender has agreed amend certain provisions of the Existing Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01 . Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ Account ” has the meaning assigned to such term in the Security Agreement.

“ Account Debtor ” means any Person obligated on an Account.

“ Acquisition ” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Adjusted One Month LIBOR Rate ” means, an interest rate per annum equal to the sum of (i) 2.50% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Applicable Rate ” means, for any day, with respect to any CBFR Loan, 0% and with respect to any Eurodollar Revolving Loan, 2.25%.

“ Approved Fund ” has the meaning assigned to such term in Section 8.04(b).

“ Availability ” means, at any time, an amount equal to (a) the lesser of (i) the Revolving Commitment and (ii) the Borrowing Base minus (b) the Revolving Exposure.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitment.

“ Available Revolving Commitment ” means, at any time, the Revolving Commitment then in effect minus the Revolving Exposure at such time.

“ Banking Services ” means each and any of the following bank services provided to any Loan Party by the Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Obligations ” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Banking Services Reserves ” means all Reserves which the Lender from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” or “ Borrowers ” means, individually or collectively, Echo, Echo/Bestway, Echo/TMG, Echo/RT and Echo/FMI.

“ Borrower Representative ” means Echo, in its capacity as contractual representative of the Borrowers pursuant to Article X.

“ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Protective Advance.

“ Borrowing Base ” means, at any time, the sum of 80% of the book value of the Borrowers’ Eligible Accounts at such time. The Lender may, in its Permitted Discretion, reduce the advance rates set forth above, and add such Reserves or reduce one or more of the other elements used in computing the Borrowing Base.

“ Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit B or another form which is acceptable to the Lender in its sole discretion.

“ Borrowing Request ” means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Illinois are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrowers prepared in accordance with GAAP.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ CB Floating Rate ” means the Prime Rate; provided that the CB Floating Rate shall never be less than the Adjusted One Month LIBOR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate or the Adjusted One Month LIBOR Rate, respectively.

“ CBFR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the CB Floating Rate.

“ Change in Control ” means the occurrence of any event or transaction, including the sale or exchange of outstanding shares of any Borrower’s capital stock or the capital stock of any of the Loan Parties, or series of related events or transactions, resulting in (a) the holders of such outstanding capital stock immediately before consummation of such event or transaction, or series of related events or transactions, do not, immediately after consummation of such event or transaction or series of related events or transactions, retain, directly or indirectly, capital stock representing at least seventy percent (70%) of the voting power of such Borrower, or (b) the Company ceases to own and control all of the economic and voting rights associated with all of the outstanding capital stock of any other Borrower provided, however, that the merger or consolidation of any Subsidiary of Borrower with any other Subsidiary of Borrower, or with Borrower so long as Borrower is the surviving entity of any such merger or consolidation, does not constitute a “Change of Control.”

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender (or, for purposes of Section 2.14(b), by any lending office of the Lender or by the Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Protective Advances.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Lender, to secure the Secured Obligations.

“ Collateral Access Agreement ” has the meaning assigned to such term in the Security Agreement.

“ Collateral Documents ” means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“ Commitment ” means the sum of the Revolving Commitment, as such Commitment may be reduced or increased from time to time pursuant to assignments by or to the Lender pursuant to Section 9.04.

“ Company ” means Echo.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Exposure ” means the sum of (a) the Revolving Exposure at such time, plus (b) an amount equal to the aggregate principal amount of Protective Advances outstanding at such time.

“ Debt Service Coverage Ratio ” means at any given time and with respect to any Person, the ratio of (a) a an amount equal to (i) such Person’s EBITDA, minus (ii) ) all dividends and distributions made to shareholders of such Person, minus (iii) income taxes paid, minus (iv) non-financed portion of Capital Expenditures to (b) Interest Expense, plus scheduled principal payments on debt that is not “Subordinated Indebtedness”, plus scheduled capital lease payments, plus principal payments made on Subordinated Indebtedness, plus any amounts paid, directly or indirectly, by the Borrowers in respect of earn-out obligations owed by any Borrower; provided that solely for purposes of Section 6.12, to the extent the Borrowers or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business that is permitted by Section 6.03 during the period of four fiscal quarters of the Borrowers most recently ended, the Debt Service Coverage Ratio shall be calculated after giving pro forma effect thereto (calculated in accordance with subsections (a) and (b) of this definition), as if such acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four quarter period.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 .

“ Document ” has the meaning assigned to such term in the Security Agreement.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ EBITDA ” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period and (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period, minus (b) without duplication and to the extent included in Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 8.02).

“ Eligible Accounts ” means, at any time, the Accounts of a Borrower which the Lender determines in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans and the issuance of Letters

of Credit hereunder. Without limiting the Lender’s discretion provided herein, Eligible Accounts shall not include any Account:

(a) which is not subject to a first priority perfected security interest in favor of the Lender;

(b) which is subject to any Lien other than (i) a Lien in favor of the Lender and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Lender;

(c) with respect to which is unpaid more than 90 days after the date of the original invoice therefor or which has been written off the books of the Borrowers or otherwise designated as uncollectible;

(d) which is owing by an Account Debtor for which more than 25% of the Accounts owing from such Account Debtor and its Affiliates are ineligible;

(e) with respect to which any covenant, representation, or warranty contained in this Agreement or in the Security Agreement has been breached or is not true;

(f) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Lender which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the Borrower’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis, or (vi) relates to payments of interest;

(g) for which the goods giving rise to such Account have not been shipped to the Account Debtor, or for which the services giving rise to such Account have not been performed by such Borrower or if such Account was invoiced more than once;

(h) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(i) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(j) which is owed by any Account Debtor which has sold all or a substantially all of its assets;

(k) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Lender which is in the possession of, has been assigned to and is directly drawable by the Lender;

(1) which is owed in any currency other than U.S. dollars;

(m) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed

by a Letter of Credit acceptable to the Lender which is in the possession of the Lender, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq . and 41 U.S.C. § 15 et seq .), and any other steps necessary to perfect the Lien of the Lender in such Account have been complied with to the Lender’s satisfaction;

(n) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;

(o) which, for any Account Debtor, exceeds a credit limit determined by the Lender in its Permitted Discretion, to the extent of such excess;

(p) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which such Borrower is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(q) which is subject to any counterclaim, deduction, defense, setoff or dispute (except for prompt payment discounts), provided that such portion of such Account which is not subject to counterclaim, deduction, defense, setoff or dispute shall not be ineligible;

(r) which is evidenced by any promissory note, chattel paper, or instrument;

(s) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower has filed such report or qualified to do business in such jurisdiction;

(t) with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable for the unpaid portion of such Account;

(u) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(v) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods, or which indicates any party other than such Borrower as payee or remittance party;

(w) which was created on cash on delivery terms; or

(x) which the Lender determines may not be paid by reason of the Account Debtor’s inability to pay or which the Lender otherwise determines in its Permitted Discretion is unacceptable for any reason whatsoever.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the Borrower Representative shall notify the Lender thereof on and at the time of submission to the Lender of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Lender’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other

allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Borrower to reduce the amount of such Account.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Excluded Taxes ” means, with respect to the Lender, or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of the Lender, in which its applicable

lending office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located.

“ Existing Credit Agreement ” means that certain Credit Agreement dated as of October 7, 2008 by and between Echo and the Lender as amended by (i) that certain Consent and First Amendment to Credit Agreement dated as of June 2, 2009 and (ii) that certain Second Amendment to Credit Agreement dated as of July 22, 2009.

“ Existing Loan Documents ” means the Existing Credit Agreement and the “Related Documents” (as such term is defined in the Existing Credit Agreement).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“ Funded Debt ” of any Person shall mean, without duplication, (a) all Indebtedness of such Person for borrowed money or for the deferred purchase price of property or services as of such date (other than operating leases, contingent earn-out obligations of such Person and trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the principal component of all obligations of such person under Capital Lease Obligations, (c) all reimbursement obligations (actual, contingent or otherwise) of such Person in respect of letters of credit, acceptances or similar obligations issued or created for the account of such Person, (d) all liabilities secured by any liens on any property owned by such Person as of such date even though such Person has not assumed or otherwise become liable for the payment thereof, in each case determined in accordance with GAAP.

“ Funding Account ” has the meaning assigned to such term in Section 4.01(h).

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 9.01.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any liquidated earn-out and (1) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property or any other Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Intercreditor Agreement ” means that certain Amended and Restated Subordination and Intercreditor Agreement dated as of the Effective Date among the Lender, EGL MEZZANINE LLC, a Delaware limited liability company, and each of the Borrowers.

“ Interest Election Request ” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.07.

“ Interest Expense ” means, with reference to any period, the interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.

“ Interest Payment Date ” means (a) with respect to any CBFR Loan, the first day Business Day of each calendar month and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, and (c) the Maturity Date.

“ Interest Period ” means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three thereafter, as the Borrower Representative may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the

last Business Day of the’ last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Inventory ” has the meaning assigned to such term in the Security Agreement.

“ Joinder Agreement ” has the meaning assigned to such term in Section 5.13.

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.05(h).

“ LC Disbursement ” means a payment made by the Lender pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the Standby LC Exposure.

“ Lender ” means JPMorgan Chase Bank, N.A.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ Leverage Ratio ” means, on any date, the ratio of (a) an amount equal to (i) Funded Debt of the Borrowers and any Subsidiaries on such date to (b) EBITDA of the Borrowers and any Subsidiaries for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date) provided that solely for purposes of Section 6.12, to the extent the Borrowers or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business that is permitted by Section 6.03 during the period of four fiscal quarters of the Borrowers most recently ended, the Leverage Ratio shall be calculated after giving pro forma effect thereto (calculated in accordance with subsections (a) and (b) of this definition), as if such acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four quarter period.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Lender in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” means this Agreement, any promissory notes issued pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, each Loan Guaranty, the Intercreditor Agreement and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Lender in connection with the Agreement or the transactions contemplated thereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,

supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Loan Guarantor ” means each Loan Party.

“ Loan Guaranty ” means Article IX of this Agreement.

“ Loan Parties ” means the Borrowers and any of the Borrowers’ domestic Subsidiaries and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their successors and assigns.

“ Loans ” means the loans and advances made by the Lender pursuant to this Agreement, including Protective Advances.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the Lender’s Liens (on behalf of itself and the Lender) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Lender thereunder.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $500,000. For purposes of determining Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means July 31, 2010 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“ Maximum Liability ” has the meaning assigned to such term in Section 9.10.

“ Mezzanine Loan Documents ” shall mean that certain Amended and Restated Loan and Security Agreement dated as of June 2, 2009 by and among the Borrowers and EGL Mezzanine LLC as any of the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Income ” means, for any period, the consolidated net income (or loss) of the Borrowers and their Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrowers or any of their Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Borrowers or any of their Subsidiaries has an ownership interest, except to the extent that any such income is actually received by a Borrower or Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a

casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“ Net Worth ” means at any time the consolidated stockholders’ equity of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

“ Non-Paying Guarantor ” has the meaning assigned to such term in Section 9.11.

“ Obligated Party ” has the meaning assigned to such term in Section 9.02.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lender or any indemnified party arising under the Loan Documents. Obligations shall also include (i) all Banking Services Obligations; and (ii) all Swap Obligations owing to the Lender or its Affiliates.

“ Off-Balance Sheet Liability ” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any sale and leaseback transaction which is not a Capital Lease Obligation, or (c) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (d) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases).

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Participant ” has the meaning set forth in Section 8.04.

“ Paying Guarantor ” has the meaning assigned to such term in Section 9.11.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Acquisition ” means (1) any Acquisition by any Loan Party which has a purchase price (including any contingent earn out payments and other deferred purchase price obligation) that does not exceed $1,000,000 in the aggregate; provided that during any fiscal year, the aggregate amount of purchase price for all such Acquisitions shall not exceed $3,000,000 and (2) any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

(a) such Acquisition is not a hostile or contested acquisition;

(b) the business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under U.S. and applicable state laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Closing Date and any business activities that are substantially similar, related, or incidental thereto;

(c) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty which relates to a specified prior date and (ii) to the extent the Lender have been notified in writing by the Loan Parties that any representation or warranty is not correct and the Lender has explicitly waived in writing compliance with such representation or warranty) and no Default exists, will exist, or would result therefrom;

(d) as soon as available, but not less than fifteen (15) days prior to such Acquisition, the Borrower Representative has provided the Lender (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Lender including pro forma financial statements, statements of cash flow, and Availability projections;

(e) if requested by Lender in its sole discretion, the Lender shall have conducted an audit and field examination of such Accounts to its satisfaction;

(f) if such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a Wholly-Owned Subsidiary of such Borrower and, a Loan Party pursuant to the terms of this Agreement;

(g) if such Acquisition is an acquisition of assets, the Acquisition is structured so that such Borrower shall acquire such assets;

(h) if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

(i) no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

(j) in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated unless the Lender in its sole discretion consents otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated;

(k) the Leverage Ratio of the Borrowers and the target of such Acquisition on a pro-forma basis shall be not be greater than 2.50 to 1.00 both immediately prior to and following the Acquisition;

(l) the target of such Acquisition shall have EBITDA not less than 0.00 for the trailing twelve month period from the date of the proposed Acquisition;

(m) the Borrower Representative shall provide Lender with true, correct and complete copies of the purchase agreement and any other documents requested by the Lender which are ancillary thereto.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;

(g) Liens granted pursuant to the Mezzanine Loan Documents provided that such Liens are subordinated pursuant to the terms of the Intercreditor Agreement;

(h) Liens granted to secure Indebtedness permitted by Section 6.01(c);

(i) precautionary UCC financing statements regarding operating leases or with respect to any inventory held on consignment to any Loan Party in the ordinary course of business; and

(j) Liens specifically permitted by the Lender in writing.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days , from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party, other than dispositions described in Section 6.05(a); or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party; or

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01; or

(e) a Qualified IPO.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by the Lender as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Projections ” has the meaning assigned to such term in Section 5.01(f).

“ Protective Advance ” has the meaning assigned to such term in Section 2.04.

“ Qualified IPO ” means the closing of a firmly underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of shares of capital stock for the, account of Echo in which the gross proceeds to Echo (before underwriting discounts, commissions and fees) are at least $25,000,000.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Report ” means reports prepared by the Lender or another Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from information furnished by or on behalf of the Borrowers, after the Lender has exercised its rights of inspection pursuant to this Agreement.

“ Requirement of Law ” means, as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserves ” means any and all reserves which the Lender deems necessary, in its Permitted Discretion, to maintain (including, without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, unindemnified or under indemnified

liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company.

“ Revolving Commitment ” means the commitment of the Lender to make Revolving Loans and Letters of Credit hereunder. The initial amount of the Lender’s Revolving Commitment is $20,000,000.

“ Revolving Exposure ” means, at any time, the sum of the outstanding principal amount of Revolving Loans and LC Exposure at such time.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01(a).

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“ Secured Obligations ” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Obligations owing to the Lender or its Affiliates.

“ Security Agreement ” means that certain Pledge and Security Agreement, dated as of the date hereof, between the Loan Parties and the Lender, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

“ Standby LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding standby Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Lender is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations on terms and conditions no less favorable to the Lender than those contained in Intercreditor Agreement.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise

Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

“ Swap Obligations ” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Transactions ” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the CB Floating Rate.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“ Un liquidated Obligations ” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g., a “Revolving Loan”) or by Type ( e.g., a “Eurodollar Loan”) or by Class and Type ( e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g., a “Revolving Borrowing”) or by Type ( e.g., a “Eurodollar Borrowing”) or by Class and Type ( e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to

any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Lender that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Lender notifies the Borrower Representative that the Lender request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitment. Subject to the terms and conditions set forth herein, the Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Revolving Exposure exceeding the lesser of (x) the Revolving Commitment or (y) the Borrowing Base, subject to the Lender’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type. Any Protective Advance shall be made in accordance with the procedures set forth in Section 2.04.

(b) Subject to Section 2.13, each Revolving Borrowing shall be comprised entirely of CBFR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as CBFR Borrowings. The Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of the Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000. CBFR Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Borrowing Procedures; Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Lender of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of a CBFR Borrowing, not later than noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of a CBFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Lender of a written Borrowing Request in a form approved by the Lender and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(i) the name of the applicable Borrower;

(ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing; and

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Lender shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Protective Advances . Subject to the limitations set forth below, the Lender is authorized by the Borrowers, from time to time in the Lender’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, which the Lender, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including costs, fees, and expenses as described in Section 8.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “ Protective Advances ”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $500,000; provided further that, the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Lender in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings.

SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit for its own account or for the account of another Borrower, in a form reasonably acceptable to the Lender at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Lender) to the Lender (prior to 10:00 am, Chicago time, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Lender, the applicable Borrower also shall submit a letter of credit application on the Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,500,000 and (ii) the Standby LC Exposure shall not exceed $1,500,000, and (iii) the total Revolving Exposure shall not exceed the lesser of the total Revolving Commitment and the Borrowing Base.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

(d) Reimbursement. If the Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Lender an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (i) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a CBFR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting CBFR Revolving Borrowing.

(e) Obligations Absolute . The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (d) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Lender nor any of its Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided that the foregoing shall not be construed to excuse the Lender from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Lender’s failure to exercise care when determining

whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Lender (as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(f) Disbursement Procedures. The Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Lender shall promptly notify the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Lender with respect to any such LC Disbursement.

(g) Interim Interest. If the Lender shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to CBFR Revolving Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Lender.

(h) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Lender demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Lender, in the name and for the benefit of the Lender (the “ LC Collateral Account ”), an amount in cash equal to 110% of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Lender as collateral for the payment and performance of the Secured Obligations. The Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers hereby grant the Lender a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Lender and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Defaults have been cured or waived.

SECTION 2.06. Funding of Borrowings. The Lender shall make each Loan to be made by it hereunder on the proposed date thereof available to the Borrowers by promptly crediting the amounts in immediately available funds, to the Funding Account(s); provided that CBFR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) or a Protective Advance shall be retained by the Lender.

SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect

to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Protective Advances, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Lender of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Lender of a written Interest Election Request in a form approved by the Lender and signed by the Borrower Representative.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

(d) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a CBFR Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Lender so notifies the Borrower Representative, then, so long as a Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to a CBFR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08. Termination of Commitment. (a) Unless previously terminated, all Commitments shall terminate on the Maturity Date.

(b) The Borrowers may at any time terminate the Commitment upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Lender of a cash deposit equal to 110% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, including applicable Prepayment Fee (if any), and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.

(c) The Borrower Representative shall notify the Lender of any election to terminate the Commitment under paragraph (b) of this Section at least five Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitment delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitment shall be permanent.

SECTION 2.09. Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Lender for its account the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Lender the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Lender.

(b) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to the Lender resulting from each Loan made by the Lender, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.

(c) The Lender shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Lender hereunder and (iii) the amount of any sum received by the Lender hereunder.

(d) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) The Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to the Lender a promissory note payable to the order of the Lender (or, if requested by the Lender, to the Lender and its registered assigns) and in a form approved by the Lender. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.10. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of this Section.

(b) In the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the Revolving Commitment or (B) the Borrowing Base, the Borrowers shall prepay the Revolving Loans and LC Exposure in an aggregate amount equal to such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.10(e) below in an aggregate amount equal to 100% of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to the Lender a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then either (i) so long as full cash dominion is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds

specified in such certificate or (ii) if full cash dominion is in effect, if the Net Proceeds specified in such certificate are to be applied by (A) the Borrowers, then such Net Proceeds shall be applied by the Lender to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Revolving Commitment) and upon such application, the Lender shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied and (B) any Loan Party that is not a Borrower, then such Net Proceeds shall be deposited in a cash collateral account and in either case, thereafter, such funds shall be made available to the applicable Loan Party as follows:

(1) the Borrower Representative shall request a Revolving Loan (specifying that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;

(2) so long as the conditions set forth in Section 4.02 have been met, the Lender shall make such Revolving Loan or the Lender shall release funds from the cash collateral account; and

(3) in the case of Net Proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Loan;

provided that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 180 day period, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied.

(d) Intentionally Omitted.

(e) All such amounts pursuant to Section 2.10(c) shall be applied, first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitment, unless such Prepayment Event results from a Qualified IPO, in which case there the Revolving Commitment shall be reduced by the amount of such prepayment, and to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Lender, in its Permitted Discretion.

(f) The Borrower Representative shall notify the Lender by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of a CBFR Revolving Borrowing, not later than 10:00 a.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitment as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

SECTION 2.11. Fees. (a) The Borrowers agree to pay to the Lender a non-usage fee calculated on the average daily unused portion of the Revolving Commitment at a rate of 0.15% per annum payable in arrears within fifteen (15) days of each January, April, July and October following such last day, commencing on the first such date to occur after’ the Effective Date. The Lender may begin to accrue the foregoing fee on the Effective Date.

(b) The Borrowers agree to pay (i) to the Lender a letter of credit fee with respect to Letters of Credit, at a per annum rate equal to 2.00% on the average daily amount of the Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which the Lender’s Revolving Commitment terminates and

the date on which the Revolving Lender ceases to have any LC Exposure, and (ii) the Lender’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Letter of credit fees accrued through and including the last day of each calendar quarter shall be payable within fifteen (15) days of each January, April, July and October following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitment terminates and any such fees accruing after the date on which the Commitment terminates shall be payable on demand. Any other fees payable to the Lender pursuant to this paragraph shall be payable within 10 days after demand. All letter of credit fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) The Borrowers agree to pay to the Lender a fee equal to the additional interest that the Borrowers would have paid in respect of the Revolving Loans, at the CBFR plus the Applicable Rate, as if each uncollected check had not been received in a Borrower’s account and credited to such Borrower’s until the earlier of (i) the date that such check is actually collected and (ii) three Business Days after the Business Day that such check was actually received in such Borrower’s account. Such fee will be payable monthly in arrears.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Lender. Fees paid shall not be refundable under any circumstances.

SECTION 2.12. Interest. (a) The Loans comprising each CBFR Borrowing shall bear interest at the CB Floating Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Lender may, at its option, by notice to the Borrower Representative, declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder.

(e) Accrued interest on each Loan (for CBFR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitment; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a CBFR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed. The applicable CB Floating Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Lender, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Lender determines the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Lender shall give notice thereof to the Borrower Representative by telephone or facsimile as promptly as practicable thereafter and, until the Lender notifies the Borrower Representative that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as a CBFR Borrowing (calculated with reference to the Prime Rate in such circumstance).

SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on the Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to the Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(b) If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, as a consequence of this Agreement or the Loans made by, Letters of Credit issued by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(c) A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that the Lender notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(c) and is revoked in accordance therewith), then, in any such event, the Borrowers shall compensate the Lender for the loss,

cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to the Lender shall be deemed to include an amount determined by the Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which the Lender would bid were it to bid, at the commencement of such, period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.16. Taxes. (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall indemnify the Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by the Lender shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrower Representative shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e) If the Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.16, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrowers, upon the request of the Lender, agrees to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

SECTION 2.17. Payments Generally; Allocation of Proceeds. (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 2:00 p.m., Chicago

time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Any proceeds of Collateral received by the Lender (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first , to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrowers, second , to pay interest due in respect of the Protective Advances, third , to pay the principal of the Protective Advances, fourth , to pay interest then due and payable on the Loans (other than the Protective Advances), fifth , to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements, sixth , to pay an amount to the Lender equal to one hundred five percent (110%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, seventh , to payment of any amounts owing with respect to Banking Services and Swap Obligations, and eighth , to the payment of any other Secured Obligation due to the Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

SECTION 2.18. Indemnity for Returned Payments . If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Lender and the Borrowers shall be liable to pay to the Lender. The provisions of this Section 2.18 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.18 shall survive the termination of this Agreement.

ARTICLE III

Representations and Warranties

Each Loan Party represents and warrants to the Lender that:

SECTION 3.01. Organization; Powers. Each of the Loan Parties and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2008, reported on by Ernst and Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2009, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2008.

SECTION 3.05. Properties. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.02.

(b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by the Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person, and the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $25,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $25,000 the fair market value of the assets of all such underfunded Plans.

SECTION 3.11. Disclosure. Each Borrower has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Lender or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.

SECTION 3.12. Material Agreements . No Loan Party is in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness.

SECTION 3.13. Solvency . Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

SECTION 3.14. Insurance . Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Company and its Subsidiaries is adequate.

SECTION 3.15. Capitalization and Subsidiaries . Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrowers’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable

SECTION 3.16. Security Interest in Collateral . The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Lender, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Lender pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Lender has not obtained or does not maintain possession of such Collateral.

SECTION 3.17. Employment Matters . As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.

SECTION 3.18. Affiliate Transactions . Except as set forth on Schedule 3.18, as of the date of this Agreement, there are no existing or proposed agreements, arrangements, understandings, or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries) of any Loan Party or any members of their respective immediate families, and none of the foregoing Persons are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons may own stock in (but not exceeding 5.0% of the outstanding Equity Interests of) any publicly traded company that may compete with a Loan Party.

SECTION 3.19. Common Enterprise . The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lender to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lender to make Loans and to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.02):

(a) Credit Agreement and Loan Documents . The Lender (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Lender (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Lender shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including a written opinion of the Loan Parties’ counsel, addressed to the Lender in substantially the form of Exhibit A .

(b) Financial Statements and Projections . The Lender shall have received (i) audited consolidated financial statements of the Borrowers for the December 31, 2008 year, (ii) unaudited interim consolidated financial statements of June 30, 2009 for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates . The Lender shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

(d) No Default Certificate . The Lender shall have received a certificate, signed by the chief financial officer of each Borrower, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date (except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties should be true and correct as of such date), and (iii) certifying any other factual matters as may be reasonably requested by the Lender.

(e) Fees . The Lender shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Lender on or before the Effective Date.

(f) Lien Searches . The Lender shall have received the results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Lender.

(g) Intercreditor Agreement; Mezzanine Loan Documents . The Lender shall have received the Intercreditor Agreement and the Mezzanine Loan Documents, each in form and substance satisfactory to the Lender.

(h) Funding Account(s) . The Lender shall have received a notice setting forth the deposit account(s) of the Borrowers (the “ Funding Account(s) ”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(i) Intentionally Omitted.

(j) Collateral Access and Control Agreements . The Lender shall have received each (i) Collateral Access Agreement required to be provided pursuant to Section 4.13 of the Security Agreement and (ii) Deposit Account Control Agreement required to be provided pursuant to Section 4.14 of the Security Agreement.

(k) Solvency . The Lender shall have received a solvency certificate from a Financial Officer.

(l) Borrowing Base Certificate . The Lender shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of the end of the week immediately preceding the Effective Date.

(m) Pledged Stock; Stock Powers; Pledged Notes . The Lender shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Lender pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(n) Filings, Registrations and Recordings . Each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Lender to be filed, registered or recorded in order to create in favor of the Lender, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

(o) Insurance . The Lender shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Lender and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement.

(p) Letter of Credit Application . The Lender shall have received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on the Effective Date.

(q) Tax Withholding . The Lender shall have received a properly completed and signed IRS

Form W-8 or W-9, as applicable, for each Loan Party.

(r) Other Documents . The Lender shall have received such other documents as the Lender or its counsel may have reasonably requested.

SECTION 4.02. Each Credit Event . The obligation of the Lender to make a Loan on the occasion of any Borrowing, and to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties should be true and correct as of such date.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitment has expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lender that:

SECTION 5.01. Financial Statements; Borrowing Base and Other Information . The Borrowers will furnish to the Lender:

(a) within 120 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants acceptable to the Lender (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such’ consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants;

(b) within 45 days after the end of each of the first three fiscal quarters of the Company, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Financial Officers of the Borrower Representative as presenting fairly in all material respects the financial condition and results of

operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit C (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) as soon as available but in any event within 15 days of the end of each calendar month, and at such other times as may be requested by the Lender, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Lender may reasonably request;

(f) as soon as available but in any event within 15 days of the end of each calendar month and at such other times as may be requested by the Lender, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Lender:

(i) a detailed aging of the Borrowers’ Accounts (1) including all invoices aged by invoice date (with an explanation of the terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Lender, together with a summary specifying the name, address, and balance due for each Account Debtor;

(ii) a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts, such worksheets detailing the Accounts excluded from Eligible Accounts and the reason for such exclusion; and

(iii) a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement;

(g) as soon as available but in any event within 15 days of the end of each calendar month and at such other times as may be requested by the Lender, as of the month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered electronically in a text formatted file acceptable to the Lender;

(h) promptly upon the Lender’s request a schedule detailing the balance of all intercompany accounts of the Loan Parties; and

(i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Lender may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrowers will furnish to the Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) receipt of any notice of any governmental investigation or any litigation commenced or threatened against any Loan Party that (i) seeks damages in excess of $150,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $150,000 , or (vii) involves any product recall;

(d) any loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;

(e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof);

(f) all material amendments to, together with a copy of each such amendment;

(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and its Subsidiaries in an aggregate amount exceeding $150,000; and

(h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii) permit any representatives designated by the Lender (including employees of the Lender, or any consultants, accountants, lawyers and appraisers retained by the Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, provided that, so long as no Event of Default has occurred and is continuing, such visits and inspections will occur no more than two times in any twelve (12) month period. The Loan Parties acknowledge that the Lender, after exercising its rights of inspection, may prepare certain Reports pertaining to the Loan Parties’ assets for internal use by the Lender. Each Loan Party will permit the Lender to conduct field audit examinations of the Loan Party’s assets, liabilities, books and records at a frequency not less than once every 180 days; provided further that the Loan Party will permit the Lender to conduct such examinations at any time and with any reasonable frequency after an Event of Default. In connection with such field audits, the Loan Party will permit the Lender to make test verifications of the Accounts with the Loan Party’s customers after the occurrence and during the continuance of an Event of Default.

SECTION 5.07. Compliance with Laws. Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for working capital and other general corporate purposes or for Permitted Acquisitions. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to support general corporate purposes.

SECTION 5.09. Insurance . Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including (i) loss or damage by fire and loss in transit; (ii) theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; (iii) business interruption; (iv) general liability and (v) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lender, information in reasonable detail as to the insurance so maintained.

SECTION 5.10. Casualty and Condemnation. The Borrowers (a) will furnish to the Lender prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.

SECTION 5.11. Appraisals . At any time that the Lender requests, the Loan Parties will provide the Lender with appraisals or updates thereof of their Inventory and Equipment from an appraiser selected and engaged by the Lender, and prepared on a basis satisfactory to the Lender at the Loan Parties’ sole expense, such appraisals and updates to include, without limitation, information required by applicable law and regulations; provided, however, that if no Event of Default has occurred and is continuing, only one such appraisal per calendar year shall be at the sole expense of the Loan Parties.

SECTION 5.12. Depository Banks . The Borrowers and their Subsidiaries will maintain the Lender as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.

SECTION 5.13. Additional Collateral; Further Assurances . (a) Subject to applicable law, the Borrowers and each Subsidiary that is a Loan Party shall, unless the Lender otherwise consents, cause each Subsidiary of the Borrowers formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit D hereto (the “ Joinder Agreement ”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Lender, in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party.

(b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by each Borrower or any domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request.

(c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

ARTICLE VI

Negative Covenants

Until the Commitment has expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lender that:

SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof;

(c) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Lender;

(d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

(e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (1) hereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding;

(f) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b) and (e) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness;

(g) Indebtedness owed to any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;

(h) Indebtedness of any Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

(i) Indebtedness under and pursuant to the Mezzanine Loan Documents provided that such Indebtedness is subordinated to the Secured Obligations pursuant to the terms of the Intercreditor Agreement;

(j) unsecured trade accounts and other normal accounts incurred in the ordinary course of business; and

(k) other Indebtedness not otherwise permitted by this Section 6.01 in an amount not to exceed $500,000 in the aggregate at any time outstanding for the Loan Parties on a consolidated basis.

SECTION 6.02. Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 ; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(h) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;

(i) involuntary liens securing amounts less than $100,000 and which are released or for which a bond acceptable to the Lender, in its Permitted Discretion, has been posted within 10 days of its creation; and

(j) Leases or subleases of real property granted to other Persons not materially interfering with the conduct of business of the Borrowers.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrance and clause (a) above and (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clause (a) above.

SECTION 6.03. Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into a Borrower in a transaction in which such Borrower is the surviving corporation, (ii) any Loan Party (other than the Borrower) may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith

that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions . No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

(a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender (unless the Lender waives such requirements);

(b) investments in existence on the date of this Agreement and described in Schedule 6.04 ;

(c) investments by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(d) loans or advances made by any Borrower to any Subsidiary and made by any Subsidiary to any other Borrower or any other Subsidiary, provided that the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(f) loans or advances made by a Loan Party to its employees, officers or directors on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $25,000 in the aggregate at any one time outstanding;

(g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;

(h) investments in the form of Swap Agreements permitted by Section 6.07;

(i) investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

(j) investments received in connection with the dispositions of assets permitted by Section 6.05;

(k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;

(1) investments consisting of stock, obligations, securities or other property received in connection with the bankruptcy or reorganization of suppliers and customers;

(m) accounts receivable arising and trade credit extended in the ordinary course of business and payable in accordance with customary trade terms; and

(n) investments not otherwise permitted in an amount not to exceed $500,000.

SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except:

(a) sales, transfers and dispositions of (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business, and (iii) other sales of fixed assets which are not used or usable in the ordinary course of business;

(b) sales, transfers and dispositions to any Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04;

(e) sale and leaseback transactions permitted by Section 6.06;

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and

(g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $100,000 during any fiscal year of the Borrowers;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and for at least 75% cash consideration.

SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary.

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock and (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity.

(b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof in which case such payments in respect of Subordinated Indebtedness will be governed by the terms and conditions of the respective subordination agreements including, with respect to the subordinated indebtedness under the Mezzanine Loan Documents, the Intercreditor Agreement;

(iii) refinancings of Indebtedness to the extent permitted by Section 6.01; and

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

SECTION 6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c), 6.04(d) or 6.04(f), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers or their

Subsidiaries in the ordinary course of business and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Borrower’s board of directors.

SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) agreement relating to any Subordinated Indebtedness, including, the Subordinated Indebtedness under the Mezzanine Loan Documents or (b) except in connection with a Qualified IPO, its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such amendment, modification or waiver would be adverse to the Lender.

SECTION 6.12. Financial Covenants .

(a) Debt Service Coverage Ratio . The Borrowers will not permit the Debt Service Coverage Ratio, determined for any period of four consecutive fiscal quarters ending on the last day of each fiscal quarter to be less than 1.15 to 1.00. The Debt Service Coverage Ratio shall be tested quarterly.

(b) Minimum Net Worth . The Borrowers shall not allow, at the end of each fiscal quarter, Net Worth to be less than $15,000,000.

(c) Leverage Ratio . The Borrowers will not permit the Leverage Ratio, determined for any period of four specified below to be greater than the ratio set forth below:

Period		Ratio

For the twelve month period ending September 30, 2009		3.00 to 1.0

For the twelve month period ending as of December 31, 2009 and as of the last day of each fiscal quarter thereafter		2.50 to 1.0

ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) the Borrowers shall fail to pay any principal of or interest on any Loan, or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrowers shall fail to pay any fee or any other amount (other than the amounts referred to in clause (a) of this Article) payable under this Agreement, within five (5) days of when such fee or amount shall become due and payable;

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence) or 5.08 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10 or 5.12 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement;

(f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material

allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $250,000 shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non- monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur;

(n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;

(o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect;

(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; or

(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or

(r) The subordination provisions of any debt which is subordinated to the Subordinated Obligations contained in any subordination agreement or otherwise, including, without limitation, the Intercreditor Agreement, shall for any reason be revoked or invalid or otherwise cease to be in full force and effect or Borrower, or any party to any such subordination agreement, shall contest in any manner, whether in a judicial proceeding or otherwise, the validity or enforceability of such subordination provisions or deny that the Borrower has any further liability or obligation thereunder; or

(s) An “event of default” or “default” shall exist under the Mezzanine Loan Documents.

then, and in every such event (other than an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Lender may, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitment, and thereupon the Commitment shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in clause (h) or (i) of this Article, the Commitment shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default, the Lender may increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Lender under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to any Loan Party, to the Borrower Representative at:

Echo Global Logistics, Inc.

600 W. Chicago Ave.

Chicago, IL 60610

Attention: David B. Menzel

Facsimile No: 312.334.2687

(ii) if to the Lender, to JPMorgan Chase Bank, N.A. at:

10 S. Dearborn

Chicago, IL 60603

Attention: Timothy S. Irwin

Facsimile No: 312.732.7219

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

(b) Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Lender; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Event of Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Lender. The Lender or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an

acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 8.02. Waivers; Amendments. (a) No failure or delay by the Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Event of Default, regardless of whether the Lender may have had notice or knowledge of such Event of Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Lender, or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Lender and the Loan Party or Loan Parties that are parties thereto.

SECTION 8.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender (whether outside counsel or the allocated costs of its internal legal department), in connection with the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of any counsel for the Lender (whether outside counsel or the allocated costs of its internal legal department), in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

(i) appraisals and insurance reviews;

(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination;

(iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Lender;

(iv) taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Lender’s Liens;

(v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

(vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.17(c).

(b) The Borrowers shall, jointly and severally, indemnify the Lender, and each Related Party of the Lender (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the charges, disbursements and reasonable fees of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their Subsidiaries, (iv) the failure of the Borrowers to deliver to the Lender the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) The relationship between any Loan Party on the one hand and the Lender on the other hand shall be solely that of debtor and creditor. The Lender (i) shall not have any fiduciary responsibilities to any Loan Party or (ii) does not undertake any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 8.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) The Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that, except in the case of an assignment to an Affiliate of the Lender or an Approved Fund, the Borrowers must give their prior written consent to such assignment (which consent shall not be unreasonably withheld); and provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or (i) of Article VII has occurred and is continuing. Subject to notification of an assignment, the assignee shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the Lender shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 8.03). The Borrowers hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment, including an amendment to this Agreement to provide for multiple lenders and an administrative agent to act on behalf of such lenders. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

For the purposes of this Section 8.04(b), the term “ Approved Fund ” has the following meaning:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) the Lender, (b) an Affiliate of the Lender or (c) an entity or an Affiliate of an entity that administers or manages the Lender.

(c) The Lender may, without the consent of the Borrowers, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of the Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Subject to paragraph (d) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

(d) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.15 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower Representative’s prior written consent.

(e) The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

SECTION 8.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this

Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitment has not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitment or the termination of this Agreement or any provision hereof.

SECTION 8.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Lender constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 8.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or such Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et seq, but otherwise without regard to the conflict of laws provisions) of the State of Illinois, but giving effect to federal laws applicable to national banks.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or Illinois State court sitting in Chicago, Illinois in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State or, to the extent permitted by law, in such Federal court. Each of the parties hereto 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 provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest

extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 8.12. Confidentiality. The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative (h) to holders of Equity Interests in a Borrower,) or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section, “ Information ” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 8.13. Nonreliance; Violation of Law . The Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, the Lender shall not be obligated to extend credit to the Borrowers in violation of any limitation or prohibition provided by any applicable statute or regulation.

SECTION 8.14. USA PATRIOT Act . The Lender is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) and hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that

identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

SECTION 8.15. Disclosure. Each Loan Party hereby acknowledges and agrees that the Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

SECTION 8.16. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

ARTICLE IX

Loan Guaranty

SECTION 9.01. Guaranty . Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Lender the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Lender in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 9.02. Guaranty of Payment . This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an “ Obligated Party ”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations, until such time as the Guaranteed Obligations are indefeasibly paid in full.

SECTION 9.03. No Discharge or Diminishment of Loan Guaranty . (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, Lender, or any other person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 9.04. Defenses Waived . To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Lender may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability, of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

SECTION 9.05. Rights of Subrogation . No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Lender.

SECTION 9.06. Reinstatement; Stay of Acceleration . If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Lender is in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Lender.

SECTION 9.07. Information . Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor

assumes and incurs under this Loan Guaranty, and agrees that the Lender shall not have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

SECTION 9.08. Termination . The Lender may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lender for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

SECTION 9.09. Taxes . All payments of the Guaranteed Obligations will be made by each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 9.10. Maximum Liability . The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “ Maximum Liability ”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lender to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lender hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 9.11. Contribution . In the event any Loan Guarantor (a “ Paying Guarantor ”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “ Non-Paying Guarantor ”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article IX, each Non-Paying Guarantor’s “ Applicable Percentage ” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying

Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of the Lender and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 9.12. Liability Cumulative . The liability of each Loan Party as a Loan Guarantor under this Article IX is in addition to and shall be cumulative with all liabilities of each Loan Party to the Lender under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE X

The Borrower Representative

SECTION 10.01. Appointment; Nature of Relationship . Echo Global Logistics, Inc. is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “ Borrower Representative ”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower, provided that, in the case of a Revolving Loan, such amount shall not exceed such Borrower’s Availability. The Lender and its respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.

SECTION 10.02. Powers . The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lender to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

SECTION 10.03. Employment of Agents . The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

SECTION 10.04. Notices . Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or Unmatured Default hereunder referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Lender. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

SECTION 10.05. Successor Borrower Representative . Upon the prior written consent of the Lender, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative.

SECTION 10.06. Execution of Loan Documents; Borrowing Base Certificate . The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Lender the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate, to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and

the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

SECTION 10.07. Reporting . Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required pursuant to the provisions of this Agreement.

SECTION 10.08. Effect of Amendment and Restatement; Acknowledgement of Outstanding Principal under Existing Loan Documents . (a) On the Effective Date, the Existing Credit Agreement shall be deemed amended and restated in its entirety. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of Echo under the Existing Loan Documents as in effect prior to the Effective Date and which remain outstanding; (ii) such obligations of the Echo under the Existing Loan Documents are in all respects continuing (as amended and restated hereby); (iii) the Liens and security interests as granted under the Collateral Documents securing payment of such obligations of Echo under and in connection with the Existing Loan Documents are in all respects continuing and in full force and effect; (iv) references in the Loan Documents to the “Loan Agreement” shall be deemed to be references to this Agreement, and to the extent necessary to effect the foregoing, each such Loan Document is hereby deemed amended accordingly, (v) all of the terms and provisions of the Existing Loan Documents shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable to the Lender (or its assignees or replacements hereunder), (vi) the obligations under the Existing Loan Agreement shall continue to be paid or prepaid on or prior to the Effective Date, and shall from and after the Effective Date continue to be owing and be subject to the terms of this Agreement, (vii) all references in the Loan Documents to the “Lender” shall mean such terms as defined in this Agreement.

(b) The Borrowers and the Lender and the other parties hereto acknowledge and agree that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Existing Loan Documents which remain unpaid and outstanding as of the Effective Date shall be and remain outstanding and payable as an obligation under this Agreement and the other Loan Documents and the principal is included in the definition of Commitments under this Agreement. The Borrowers hereby acknowledge and agree that (a) as of the date hereof, (i) the outstanding principal balance under the Existing Credit Agreement is Eleven Million Three Thousand Five Hundred Six and 00/100 Dollars ($11,003,506.00) and (ii) the aggregate amount of Letter of Credit Obligations is Seven Hundred Thirty Thousand and 00/100 ($730,000.00).

[signature page attached]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	BORROWERS:

	ECHO GLOBAL LOGISTICS, INC.

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/BESTWAY HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/TMG HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/RT HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/FMI HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	LENDER:

	JPMORGAN CHASE BANK, N.A.

	By:	/s/ Timothy S. Irwin
	Name:	Timothy S. Irwin
	Title:	Vice President

Amended and Restated Credit Agreement

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ( this “ Amendment ”), dated as of September 8, 2009 is entered into by and among Echo Global Logistics, Inc., a Delaware corporation (“ Echo ”), Echo/Bestway Holdings, LLC, a Delaware limited liability company (“ Echo/Bestway ”), Echo/TMG Holdings, LLC, a Delaware limited liability company (“ Echo/TMG ”), Echo/RT Holdings, LLC, a Delaware limited liability company (“ Echo/RT ”), Echo/FMI Holdings, LLC, a Delaware limited liability company (“ Echo/FMI ” and together with Echo, Echo/Bestway, Echo/TMG and Echo/RT, the “ Borrowers ”) and JPMORGAN CHASE BANK, N. A. (the “ Bank ”).

WHEREAS, the Bank and the Borrowers are parties to that certain Amended and Restated Credit Agreement dated as of August 26, 2009 (the “ Existing Credit Agreement ” and as the Existing Credit Agreement is amended and modified by this Amendment, the “ Amended Credit Agreement ”);

WHEREAS, Borrowers have requested that the Bank amend the Existing Credit Agreement in certain respects and the Bank is willing to amend the Existing Credit Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINED TERMS

Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Existing Credit Agreement.

SECTION 2

AMENDMENTS TO EXISTING CREDIT AGREEMENT

2.1 Amendment to Definitions

(a) Amendment to Change in Control Definition . The definition of “Change in Control” contained in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the definition in its entirety and substituting the following therefor:

series of related events or transactions, resulting in (a) the holders of such outstanding capital stock immediately before consummation of such event or transaction, or series of related events or transactions, do not, immediately after consummation of such event or transaction or series of related events or transactions, retain, directly or indirectly, capital stock representing at least seventy percent (70%) of the voting power of such Borrower, or (b) the Company ceases to own and control all of the economic and voting rights associated with all of the outstanding capital stock of any other Borrower provided, however, that (i) the merger or consolidation of any Subsidiary of a Borrower with any other Subsidiary of such Borrower, or with any Borrower so long as such Borrower is the surviving entity of any such merger or consolidation, does not constitute a “Change of Control” and (ii) a Qualified IPO does not constitute a “Change of Control.”

(b) Amendment to Prepayment Event Definition . The definition of “Prepayment Event” contained in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the definition in its entirety and substituting the following therefor:

“ Prepayment Event ” means:

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party; or

(c) the issuance by the Company of any Equity Interests, or the receipt by the Company of any capital contribution other than any issuance of Equity Interests relating to a Qualified IPO or option grants; or

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01.

2.2 Amendment to Prepayment of Loans Section . Subsection (e) of Section 2.10 of the Existing Credit Agreement is hereby amended by deleting the subsection in its entirety and substituting the following therefor:

“(e) All such amounts pursuant to Section 2.10(c) shall be applied, first to prepay any Protective Advances that may be outstanding, pro rata, second to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitment and to cash collateralize outstanding LC Exposure. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined,

the allocation and application of those proceeds shall be determined by the Lender, in its Permitted Discretion.”

2.3 Amendment to Restricted Payment Section . Subsection (a) of Section 6.08 of the Existing Credit Agreement is hereby amended by deleting the subsection in its entirety and substituting the following therefor:

“(a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) within five (5) Business Days of the closing of a Qualified IPO, Echo may pay accrued but unpaid dividends which are required to be paid in connection with such Qualified IPO in an aggregate amount not to exceed $3,800,000 and (iii) Subsidiaries may declare and pay dividends ratably with respect to their Equity.”

SECTION 3

REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Bank that:

3.1 Due Authorization , etc . The execution and delivery of this Amendment and the performance of such Borrower’s obligations under the Amended Credit Agreement, do not require any filing or registration with or approval or consent of any governmental agency or authority, do not and will not conflict with, result in any violation of or constitute any default under any provision of the certificate of incorporation or formation or bylaws or operating agreement of such Borrower, as applicable, or any material agreement or other document binding upon or applicable to such Borrower (or any of its properties) or any material law or governmental regulation or court decree or order applicable to such Borrower, and will not result in or require the creation or imposition of any lien or other encumbrance in any of Borrowers’ properties pursuant to the provisions of any agreement binding upon or applicable to any Borrower.

3.2 Validity . This Amendment has been duly executed and delivered by the Borrowers and, together with the Amended Credit Agreement, constitutes a legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of the rights of creditors generally.

3.3 Representations and Warranties . The representations and warranties contained in Article III of the Existing Credit Agreement are true and correct on the date of this

Amendment, except to the extent that such representations and warranties (a) solely relate to an earlier date or (b) have been changed by circumstances permitted by the Amended Credit Agreement.

3.4 Absence of Defaults . No Event of Default or Default has occurred or is occurring as of the date hereof.

SECTION 4

CONDITIONS PRECEDENT

This Amendment shall become effective upon satisfaction of all of the following conditions precedent:

4.1 Receipt of Documents . The Bank shall have received all of the following, each in form and substance satisfactory to the Bank:

(a) Amendment . (i) A counterpart original of this Amendment duly executed by the Borrowers and (ii) a counterpart original of that certain First Amendment to Amended and Restated Subordination and Intercreditor Agreement dated as of the date hereof duly executed by the Borrowers.

(b) Other . Such other documents as the Bank may reasonably request.

4.2 No Material Change . No material adverse change in any Borrower’s financial condition which, in the Bank’s sole opinion, would impair such Borrower’s ability to meet its obligations under the Amended Credit Agreement shall have occurred.

4.3 Other Conditions . No Event of Default or Default shall have occurred and be continuing under the Existing Credit Agreement.

SECTION 5

MISCELLANEOUS

5.1 Documents Remain in Effect . Except as amended and modified by this Amendment and the exhibits attached hereto, the Existing Credit Agreement and the other documents executed pursuant to the Existing Credit Agreement remain in full force and effect and each Borrower hereby ratifies, adopts and confirms its representations, warranties, agreements and covenants contained in, and obligations and liabilities under, the Existing Credit Agreement and the other documents executed pursuant to the Existing Credit Agreement.

5.2 Counterparts . This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

5.3 Expenses . The Borrowers agree, jointly and severally, to pay all costs and expenses of the Bank (including reasonable fees, charges and disbursements of the Bank’s attorneys) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, the Borrowers agree, jointly and severally, to pay, and save the Bank harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Amendment, the borrowings under the Existing Credit Agreement, as amended hereby, and the execution and delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided in this Section 5.3 shall survive any termination of the Amended Credit Agreement.

5.4 Governing Law . This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable laws, but if any provision of this Amendment shall be prohibited by or invalid under such laws, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

5.5 Successors . This Amendment shall be binding upon the Borrowers, the Bank and their respective successors and assigns, and shall inure to the benefit of the Borrowers, the Bank and the successors and assigns of the Bank.

5.6 Advice of Counsel . The Borrowers acknowledges that they were advised by the Bank to seek the, advice of legal counsel in negotiating and reviewing this Amendment, and further acknowledges that they had the opportunity to obtain advice of legal counsel.

[signature page attached]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Chicago, Illinois as of the date first above written.

	BORROWERS :

	ECHO GLOBAL LOGISTICS, INC.

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/BESTWAY HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/TMG HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/RT HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	ECHO/FMI HOLDINGS, LLC

	By:	/s/ David B. Menzel
	Name:	David B. Menzel
	Title:	CFO

	LENDER :

	JPMORGAN CHASE BANK, N.A.

	By:	/s/ Timothy S. Irwin
	Name:	Timothy S. Irwin
	Title:	Vice President

First Amendment to Amended and Restated Credit Agreement

Exhibit 21.1

Echo Global Logistics, Inc.

Subsidiaries of the Company

Name of Subsidiary		State of Incorporation

Transportation Resource Group, LLC		Delaware

Expert Transport LLC		Delaware

Echo/TMG Holdings, LLC		Delaware

Echo/Bestway Holdings, LLC		Delaware

Echo-FMI Holdings LLC		Delaware

Echo/RT Holdings LLC		Delaware

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation of our report dated July 23, 2009 on the consolidated financial statements of RayTrans Distribution Services for the year ended December 31, 2007 in the Registration Statement of Echo Global Logistics, Inc on Form S-1 (File No. 333-150514) and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ PLANTE & MORAN, PLLC

Chicago, Illinois

September 16, 2009

Exhibit 23.2

Crowe Horwath LLP

Member Horwath International

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of Echo Global Logistics, Inc. on Form S-1 of our report dated July 23, 2009 on the consolidated financial statements of RayTrans Distribution Services, Inc. and to the reference to us under the heading “Experts” in the prospectus.


	Crowe Horwath LLP

Oak Brook, Illinois

September 14, 2009

Exhibit 23.3

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 June 30, 2009 (except Note 2, as to which the date is , 2009), for Echo Global Logistics, Inc. and our report dated April 28, 2008, for Mountain Logistics, Inc. in Amendment No. 6 to the Registration Statement (Form S-1 No. 333-150514) and related Prospectus of Echo Global Logistics, Inc. for the registration of shares of its common stock.

Ernst & Young LLP

Chicago, Illinois
, 2009

The foregoing consent is in the form that will be signed upon the completion of the reverse stock split described in Note 2 to the financial statements.

/s/ Ernst & Young LLP

Chicago, Illinois

September 14, 2009

ARTICLE I NAME

ARTICLE II

ARTICLE III

ARTICLE IV

SECTION 2. The preferences, limitations, designations and relative rights of the shares of each class and the qualifications, limitations or restrictions thereof shall be as follows:

2. Rank . All shares of Preferred Stock shall rank senior to the Common Stock both as to dividends and upon liquidation.

1. Voting Rights . Except as otherwise provided in this Section 2B of Article IV or as otherwise required by applicable law, holders of Common Stock shall be entitled to one vote per share on all matters to be voted on by the holders of Common Stock. Holders of

Common Stock are not entitled to cumulative voting rights, and holders of Preferred Stock shall not be entitled to notice of any meeting of stockholders.

ARTICLE V

ARTICLE VI

ARTICLE VII

SECTION 6. By-laws . The Corporation may in its By-laws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE VIII

ARTICLE IX

ARTICLE X

ARTICLE XI

SECTION 4. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer or employee of the Corporation existing at the time of such repeal or modification.

ARTICLE XII DIRECTOR LIABILITY

ARTICLE XIII

ARTICLE XIV

(a) Certificate Amendment and Restated Certificate . The Board has previously authorized and approved the Certificate Amendment and Restated Certificate. The Certificate Amendment and Restated Certificate shall be filed and deemed effective on the

Effective Date (as hereinafter defined), which date shall be after the requisite percentage of the Stockholders have executed this Agreement and consented to the Certificate Amendment and Restated Charter.

Stockholder, after giving effect to the Reverse Stock Split, set forth opposite his, her or its name on Exhibit A attached hereto.

(e) Deliveries by the Stockholders . At the Closing, each Stockholder shall, subject to the terms and conditions set forth herein:

(i) present and deliver to the Company the Original Certificate(s) duly endorsed for transfer to the Company; and

(ii) deliver the certificates, instruments and other documents required pursuant to this Agreement or as may be reasonably requested by the Company.

(f) Deliveries by the Company . At the Closing or as soon as practicable thereafter, the Company shall, subject to the terms and conditions set forth herein:

(ii) deliver the certificates, instruments and other documents required pursuant to this Agreement.

(i) $[31,000] in cash, representing all accrued and unpaid dividends through the Effective Date, to the holders of shares of Series B Preferred Stock; and

(ii) $[3,300,000] in cash, representing all accrued and unpaid dividends through the Effective Date, to the holders of shares of Series D Preferred Stock.

(d) Litigation . (a) No action, suit, claim, proceeding or investigation is pending against such Stockholder with respect to its ownership of the Company Stock, at law or in equity, before or by any governmental or regulatory authority, (b) such Stockholder is not

(e) Brokers . Such Stockholder has neither directly or indirectly dealt with anyone acting in the capacity of a finder or broker nor incurred any obligations for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement.

(a) Legend . The Company and the Stockholders agree that the certificates evidencing the shares of New Common registered in the name of the Stockholders or any transferee or assignee of the Stockholders shall be imprinted with a legend in substantially the following form:

(b) Expenses . Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Company, unless otherwise expressly provided.

(c) Filings . Each party hereto will make or cause to be made all such filings and submissions under the laws and regulations applicable to such party, if any, as may be required of such party, for the consummation of the transactions contemplated by this Agreement.

(f) Agreement to Delay Payments . In connection with the Certificate Amendment, the holders of shares of Preferred Stock hereby agree to delay any payments due to such holders from the Company pursuant to the Certificate, including any preference payments,

payments relating to any accrued but unpaid dividends or otherwise, until the closing of the Offering.

(h) Secondary Shares . The Stockholders acknowledge and agree that the Secondary Shares, if any, shall be issued in uncertificated form.

(i) Fractional Shares . The Stockholders acknowledge and agree that no fractional shares of Company Stock shall be issued by reason of the Reverse Stock Split, and any such fractional shares resulting from the Reverse Stock Split shall be rounded down to the nearest whole share.

ARTICLE I
NAME

ARTICLE XII
DIRECTOR LIABILITY