0001104659-15-034308 Sample Contracts

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

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

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

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

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

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

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

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

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