Unassociated Document


    EXHIBIT
      10.5

     

    Form
      of

     

    RADIANT
      LOGISTICS, INC.

    


    


    


    


    


    


    _______________________________________

    


    Securities
      Purchase Agreement

    


    _____________________________________________

    


    Common
      Stock 

    _______________________

    


    


    


    


    


    


    


    


    


    CONFIDENTIAL

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
      TO OFFEREES

     

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES
      LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT
      DOES
      NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE
      SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
      UNLAWFUL. THERE IS NO ESTABLISHED MARKET FOR THE SECURITIES AND THERE CAN BE
      NO
      ASSURANCE THAT SUCH A MARKET WILL EVER DEVELOP OR, IF IT DOES, THAT IT WILL
      CONTINUE.

     

    THE
      SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO RESALE
      OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR
      RESALE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION
      OR QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
      JURISDICTION, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
      OR
      QUALIFICATION. 

     

    NEITHER
      THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER
      REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS APPROVED OR
      DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
      THIS
      SECURITIES PURCHASE AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
      OFFENSE. 

     

    INVESTORS
      MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY
      JURISDICTION IN WHICH THEY PURCHASE, OFFER OR SELL THE SECURITIES AND MUST
      OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER
      OR
      SALE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
      JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS
      OR SALES. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY WITH RESPECT TO INVESTOR
      COMPLIANCE THEREWITH.

     

    INVESTORS
      ARE EXPECTED TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY
      AN
      INVESTMENT IN THE SECURITIES. AN OFFICER OF THE COMPANY IS AVAILABLE TO ANSWER
      QUESTIONS CONCERNING THE COMPANY AND WILL, UPON REQUEST, MAKE AVAILABLE SUCH
      OTHER INFORMATION AS QUALIFIED, POTENTIAL INVESTORS MAY REASONABLY REQUEST
      AND
      THAT CAN BE PROVIDED BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR
      EXPENSE.

     

    INVESTORS
      ARE EXPECTED TO CONSULT THEIR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS
      TO DETERMINE WHETHER THE SECURITIES CONSTITUTE APPROPRIATE INVESTMENTS FOR
      THEM
      AND THE APPLICABLE LEGAL, TAX, REGULATORY AND ACCOUNTING TREATMENT OF THE
      SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
      OWN
      EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
      AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
      BEAR
      THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      
        
        

      

      
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    CONFIDENTIALITY

     

    By
      receiving this Agreement, each investor acknowledges and agrees that all of
      the
      information contained herein is of a confidential nature and may be regarded
      as
      material non-public information under Regulation FD under the Securities
      Exchange Act of 1934, as amended, and that this Agreement has been furnished
      to
      the investor by the Company solely for the purpose of enabling the investor
      to
      consider and evaluate an investment in the Company. Each investor further agrees
      that he, she or it will treat such information in a confidential manner, will
      not use such information for any purpose other than evaluating an investment
      in
      the Company, and will not, directly or indirectly, disclose or permit his,
      her
      or its agents or affiliates to disclose any of such information without the
      prior written consent of the Company. Each investor also agrees to make his,
      her
      or its representatives aware of the terms of this paragraph and to be
      responsible for any breach of this agreement by such representatives. Likewise,
      without the prior written consent of the Company, no investor will, directly
      or
      indirectly, make any statements, any public announcements, or any release to
      any
      trade publication or to the press with respect to the subject matter of this
      Agreement. If the investor decides to not pursue further investigation of the
      Company, the investor agrees to promptly return this Agreement and any
      accompanying documentation to the Company. Each investor understands that the
      United States securities laws provide severe civil and criminal penalties for
      those persons trading in securities of the Company while in possession of
      material non-public information.

     

    
      
        
        

      

      
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    CONFIDENTIAL

    


    THIS
      SECURITIES PURCHASE AGREEMENT (this “Agreement”), entered into as of the date
      indicated on the signature page hereof, by and between RADIANT LOGISTICS, INC.,
      a Delaware corporation (the “Company”), and the purchaser or purchasers
      identified on the signature page hereof (“Purchaser”).

     

    R
      E C
      I T A L S:

    


    WHEREAS,
      Purchaser desires to purchase and the Company desires to sell shares of common
      stock on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises hereof and the agreements set forth
      herein below, the parties hereto hereby agree as follows:

     

    1.    Restricted
      Securities; Use of Proceeds.
      

     

    (a)    Restricted
      Securities.
      The
      shares (“Shares”) of common stock, $.001 par value per share (“Common Stock”),
      offered by this Agreement are being offered in a private offering (the
“Offering”) intended to be exempt from the registration requirements of the
      Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section
      4(2) thereof and Rule 506 of Regulation D thereunder. 

     

    (b)    Use
      of
      Proceeds.
      The
      Company intends to use the proceeds for general working capital purposes and
      other general corporate purposes.

     

    2.    Sale
      and Purchase of Shares.

     

    (a)    Sale
      and Purchase of Shares.
      Subject
      to the terms and conditions hereof, the Company agrees to sell, and Purchaser
      agrees to purchase, the number of Shares specified on the signature page of
      this
      Agreement at a purchase price of $.44 per Share. The aggregate purchase price
      for the Shares shall be as set forth on the signature page hereto (the “Purchase
      Price”) and shall be payable upon execution hereof by check or wire transfer of
      immediately available funds.

     

    (b)    Subscription
      Procedure.
      In
      order to purchase Shares, Purchaser shall deliver to the Company, at its
      principal executive office identified in Section 16 hereof: (i) one completed
      and duly executed copy of this Agreement; and (ii) immediately available funds
      in an amount equal to the Purchase Price. Execution and delivery of this
      Agreement shall constitute an irrevocable subscription for that number of Shares
      set forth on the signature page hereto. Payment for the Shares may be made
      by
      wire transfer to an account designated by the Company or on behalf of the
      Company or by check made payable to: Radiant Logistics, Inc., 1604 Locust
      Street, Third Floor, Philadelphia, PA 19103. This Agreement may be rejected
      by
      the Company, in whole or in part, in its sole discretion, in which event the
      Purchase Price will be returned (by mail) to Purchaser within ten (10) business
      days thereafter. Unless the Offering is otherwise terminated by the Company,
      as
      soon as possible after the receipt and acceptance by the Company of this
      Agreement and collection of the funds paid therefor, the Company will issue
      certificates for the Shares to Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Representations
      and Warranties of Purchaser.
      Purchaser represents and warrants to the Company as follows:

     

    (a)    Organization
      and Qualification.
      

     

    (i)    If
      Purchaser is an entity, Purchaser is duly organized, validly existing and in
      good standing under the laws of its jurisdiction of organization, with the
      corporate or other entity power and authority to own and operate its business
      as
      presently conducted, except where the failure to be or have any of the foregoing
      would not have a material adverse effect on Purchaser, and Purchaser is duly
      qualified as a foreign corporation or other entity to do business and is in
      good
      standing in each jurisdiction where the character of its properties owned or
      held under lease or the nature of their activities makes such qualification
      necessary, except for such failures to be so qualified or in good standing
      as
      would not have a material adverse effect on it.

     

    (ii)    If
      Purchaser is an entity, the address of its principal place of business is as
      set
      forth on the signature page hereto, and if Purchaser is an individual, the
      address of its principal residence is as set forth on the signature page
      hereto.

     

    (b)    Authority;
      Validity and Effect of Agreement.
      

     

    (i)    If
      Purchaser is an entity, Purchaser has the requisite corporate or other entity
      power and authority to execute and deliver this Agreement and perform its
      obligations under this Agreement. The execution and delivery of this Agreement
      by Purchaser, the performance by Purchaser of its obligations hereunder and
      all
      other necessary corporate or other entity action on the part of Purchaser have
      been duly authorized by its board of directors or similar governing body, and
      no
      other corporate or other entity proceedings on the part of Purchaser is
      necessary for Purchaser to execute and deliver this Agreement and perform its
      obligations hereunder. 

     

    (ii)    This
      Agreement has been duly and validly authorized, executed and delivered by
      Purchaser and, assuming it has been duly and validly executed and delivered
      by
      the Company, constitutes a legal, valid and binding obligation of Purchaser,
      in
      accordance with its terms.

     

    (c)    No
      Conflict; Required Filings and Consents.
      Neither
      the execution and delivery of this Agreement by Purchaser nor the performance
      by
      Purchaser of its obligations hereunder will: (i) if Purchaser is an entity,
      conflict with Purchaser’s articles of incorporation or bylaws, or other similar
      organizational documents; (ii) violate any statute, law, ordinance, rule or
      regulation, applicable to Purchaser or any of the properties or assets of
      Purchaser; or (iii) violate, breach, be in conflict with or constitute a default
      (or an event which, with notice or lapse of time or both, would constitute
      a
      default) under, or permit the termination of any provision of, or result in
      the
      termination of, the acceleration of the maturity of, or the acceleration of
      the
      performance of any obligation of Purchaser under, or result in the creation
      or
      imposition of any lien upon any properties, assets or business of Purchaser
      under, any material contract or any order, judgment or decree to which Purchaser
      is a party or by which it or any of its assets or properties is bound or
      encumbered except, in the case of clauses (ii) and (iii), for such violations,
      breaches, conflicts, defaults or other occurrences which, individually or in
      the
      aggregate, would not have a material adverse effect on its obligation to perform
      its covenants under this Agreement.

     

    
      
        
        

      

      
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    (d)    Accredited
      Investor.
       Purchaser
      is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
      D under the Securities Act. If Purchaser is an entity, Purchaser was not formed
      for the specific purpose of acquiring the Shares, and, if it was, all of
      Purchaser’s equity owners are “accredited investors” as defined
      above.

     

    (e)    No
      Government Review.
      Purchaser understands that neither the United States Securities and Exchange
      Commission (“SEC”) nor any securities commission or other governmental authority
      of any state, country or other jurisdiction has approved the issuance of the
      Shares or passed upon or endorsed the merits of the Shares, this Agreement,
      the
      Summary Investment Memorandum or any of the other documents relating to the
      proposed Offering (collectively, the “Offering Documents”), or confirmed the
      accuracy of, determined the adequacy of, or reviewed this Agreement, the Summary
      Investment Memorandum or the other Offering Documents.

     

    (f)    Investment
      Intent.
      The
      Shares are being acquired for the Purchaser’s own account for investment
      purposes only, not as a nominee or agent and not with a view to the resale
      or
      distribution of any part thereof, and Purchaser has no present intention of
      selling, granting any participation in or otherwise distributing the same.
      By
      executing this Agreement, Purchaser further represents that Purchaser does
      not
      have any contract, undertaking, agreement or arrangement with any person to
      sell, transfer or grant participation to such person or third person with
      respect to any of the Shares.

     

    (g)    Restrictions
      on Transfer.
      Purchaser understands that the Shares are “restricted securities” as such term
      is defined in Rule 144 under the Securities Act and have not been registered
      under the Securities Act or registered or qualified under any state securities
      law, and may not be, directly or indirectly, sold, transferred, offered for
      sale, pledged, hypothecated or otherwise disposed of without registration under
      the Securities Act and registration or qualification under applicable state
      securities laws or the availability of an exemption therefrom. In any case
      where
      such an exemption is relied upon by Purchaser from the registration requirements
      of the Securities Act and the registration or qualification requirements of
      such
      state securities laws, Purchaser shall furnish the Company with an opinion
      of
      counsel stating that the proposed sale or other disposition of such securities
      may be effected without registration under the Securities Act and will not
      result in any violation of any applicable state securities laws relating to
      the
      registration or qualification of securities for sale, such counsel and opinion
      to be satisfactory to the Company. Purchaser acknowledges that it is able to
      bear the economic risks of an investment in the Shares for an indefinite period
      of time, and that its overall commitment to investments that are not readily
      marketable is not disproportionate to its net worth.

     

    (h)    Investment
      Experience.
      Purchaser has such knowledge, sophistication and experience in financial, tax
      and business matters in general, and investments in securities in particular,
      that it is capable of evaluating the merits and risks of this investment in
      the
      Shares, and Purchaser has made such investigations in connection herewith as
      it
      deemed necessary or desirable so as to make an informed investment decision
      without relying upon the Company for legal or tax advice related to this
      investment. In making its decision to acquire the Shares, Purchaser has not
      relied upon any information other than information provided to Purchaser by
      the
      Company or its representatives and contained herein and in the other Offering
      Documents.

     

    
      
        
        

      

      
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    (i)    Access
      to Information.
      Purchaser acknowledges that it has had access to and has reviewed all documents
      and records relating to the Company, including, but not limited to, the
      Company’s filings with the SEC, that it has deemed necessary in order to make an
      informed investment decision with respect to an investment in the Shares; that
      it has had the opportunity to ask representatives of the Company certain
      questions and request certain additional information regarding the terms and
      conditions of such investment and the finances, operations, business and
      prospects of the Company and has had any and all such questions and requests
      answered to its satisfaction; and that it understands the risks and other
      considerations relating to such investment.

     

    (j)    Reliance
      on Representations. Purchaser
      understands that the Shares
      are
      being offered and sold to it in reliance on specific exemptions from the
      registration requirements of the federal and state securities laws and that
      the
      Company is relying in part upon the truth and accuracy of, and such Purchaser’s
      compliance with, the representations, warranties, agreements, acknowledgments
      and understandings of such Purchaser set forth herein in order to determine
      the
      availability of such exemptions and the eligibility of such Purchaser to acquire
      the Shares.
      Purchaser
      represents and warrants to the Company that any information that Purchaser
      has
      heretofore furnished or furnishes herewith to the Company is complete and
      accurate, and further represents and warrants that it will notify and supply
      corrective information to the Company immediately upon the occurrence of any
      change therein occurring prior to the Company's issuance of the Shares. Within
      five (5) days after receipt of a request from the Company, Purchaser will
      provide such information and deliver such documents as may reasonably be
      necessary to comply with any and all laws and regulations to which the Company
      is subject.

     

    (k)    No
      General Solicitation.
      Purchaser is unaware of, and in deciding to participate in the Offering is
      in no
      way relying upon, and did not become aware of the Offering through or as a
      result of, any form of general solicitation or general advertising including,
      without limitation, any article, notice, advertisement or other communication
      published in any newspaper, magazine or similar media, or broadcast over
      television or radio or the internet, in connection with the
      Offering.

     

    (l)    Placement
      and Finder’s Fees. 
      No
      agent, broker, investment banker, finder, financial advisor or other person
      acting on behalf of Purchaser or under its authority is or will be entitled
      to
      any broker’s or finder’s fee or any other commission or similar fee, directly or
      indirectly, in connection with the Offering, and no person is entitled to any
      fee or commission or like payment in respect thereof based in any way on
      agreements, arrangements or understanding made by or on behalf of
      Purchaser.

     

    (m)    Investment
      Risks.
      Purchaser understands that purchasing Shares in the Offering will subject
      Purchaser to certain risks.

     

    (n)    Legends.
      The
      certificates and agreements evidencing the Shares shall have endorsed thereon
      the following legend (and appropriate notations thereof will be made in the
      Company's stock transfer books), and
      stop
      transfer instructions reflecting these restrictions on transfer will be placed
      with the transfer agent of the Shares:

     

    
      
        
        

      

      
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    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT,
      AND
      WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD,
      TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT
      OF
      1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE
      SECURITIES LAWS.”

     

    4.    Representations
      and Warranties of the Company.
      The
      Company represents and warrants to Purchaser as follows:

     

    (a)    Organization
      and Qualification.
      The
      Company is duly organized, validly existing and in good standing under the
      laws
      of its jurisdiction of organization, with the corporate power and authority
      to
      own and operate its business as presently conducted, except where the failure
      to
      be or have any of the foregoing would not have a material adverse effect on
      the
      Company. The Company is duly qualified as a foreign corporation or other entity
      to do business and is in good standing in each jurisdiction where the character
      of its properties owned or held under lease or the nature of their activities
      makes such qualification necessary, except for such failures to be so qualified
      or in good standing as would not have a material adverse effect on the
      Company.

     

    (b)    Authority;
      Validity and Effect of Agreement.
      

     

    (i)    The
      Company has the requisite corporate power and authority to execute and deliver
      this Agreement, perform its obligations under this Agreement, and conduct the
      Offering. The execution and delivery of this Agreement by the Company, the
      performance by the Company of its obligations hereunder, the Offering and all
      other necessary corporate action on the part of the Company have been duly
      authorized by its board of directors, and no other corporate proceedings on
      the
      part of the Company are necessary to authorize this Agreement or the Offering.
      This Agreement has been duly and validly executed and delivered by the Company
      and, assuming that it has been duly authorized, executed and delivered by
      Purchaser, constitutes a legal, valid and binding obligation of the Company,
      in
      accordance with its terms, subject to the effects of bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and other similar laws
      relating to or affecting creditors’ rights generally, general equitable
      principles (whether considered in a proceeding in equity or at law) and an
      implied covenant of good faith and fair dealing.

     

    (ii)    The
      Shares have been duly authorized and, when issued and paid for in accordance
      with this Agreement, will be validly issued, fully paid and non-assessable
      shares of Common Stock with no personal liability resulting solely from the
      ownership of such shares and will be free and clear of all liens, charges,
      restrictions, claims and encumbrances imposed by or through the
      Company.

     

    
      
        
        

      

      
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    (c)    No
      Conflict; Required Filings and Consents.
      Neither
      the execution and delivery of this Agreement by the Company nor the performance
      by the Company of its obligations hereunder will: (i) conflict with the
      Company’s certificate of incorporation or bylaws; (ii) violate any statute, law,
      ordinance, rule or regulation, applicable to the Company or any of the
      properties or assets of the Company; or (iii) violate, breach, be in conflict
      with or constitute a default (or an event which, with notice or lapse of time
      or
      both, would constitute a default) under, or permit the termination of any
      provision of, or result in the termination of, the acceleration of the maturity
      of, or the acceleration of the performance of any obligation of the Company,
      or
      result in the creation or imposition of any lien upon any properties, assets
      or
      business of the Company under, any material contract or any order, judgment
      or
      decree to which the Company is a party or by which it or any of its assets
      or
      properties is bound or encumbered except, in the case of clauses (ii) and (iii),
      for such violations, breaches, conflicts, defaults or other occurrences which,
      individually or in the aggregate, would not have a material adverse effect
      on
      its obligation to perform its covenants under this Agreement. 

     

    5.    Indemnification.
      Purchaser agrees to indemnify, defend and hold harmless the Company and its
      respective affiliates and agents from and against any and all demands, claims,
      actions or causes of action, judgments, assessments, losses, liabilities,
      damages or penalties and reasonable attorneys' fees and related disbursements
      incurred by the Company that arise out of or result from a breach of any
      representations or warranties made by Purchaser herein, and Purchaser agrees
      that in the event of any breach of any representations or warranties made by
      Purchaser herein, the Company may, at its option, forthwith rescind the sale
      of
      the Shares to Purchaser.

     

    6.    Registration
      Rights.
      Purchaser shall be entitled to the rights and subject to the obligations set
      forth below:

     

    6.1    For
      the
      purpose of this Section 6, the following definitions shall apply:

     

    (a)    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC thereunder, all as the same shall be in effect at the
      time.

     

    (b)    “Person”
shall
      mean an individual, partnership (general or limited), corporation, limited
      liability company, joint venture, business trust, cooperative, association
      or
      other form of business organization, whether or not regarded as a legal entity
      under applicable law, a trust (inter vivos or testamentary), an estate of a
      deceased, insane or incompetent person, a quasi-governmental entity, a
      government or any agency, authority, political subdivision or other
      instrumentality thereof, or any other entity.

     

    (c)    “Register,”
      “registered,”
and
      “registration”
shall
      refer to a registration effected by preparing and filing a registration
      statement in compliance with the Securities Act, and the declaration or order
      of
      effectiveness of such registration statement or document by the
      SEC.

     

    
      
        
        

      

      
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    (d)    “Registration
      Statement”
shall
      mean any registration statement of the Company filed with the SEC pursuant
      to
      the provisions of Section 6.2 of this Agreement, which covers the resale of
      the
      Restricted Stock on an appropriate form then permitted by the SEC to be used
      for
      such registration and the sales contemplated to be made thereby under the
      Securities Act, or any similar rule that may be adopted by the SEC, and all
      amendments and supplements to such registration statement, including any pre-
      and post- effective amendments thereto, in each case including the prospectus
      contained therein, all exhibits thereto and all materials incorporated by
      reference therein.

     

    (e)    “Restricted
      Stock”
shall
      mean (i) the Shares; and (ii) any additional shares of Common Stock of the
      Company issued or issuable after the date hereof in respect of any of the
      foregoing securities, by way of a stock dividend or stock split; provided that
      as to any particular shares of Restricted Stock, such securities shall cease
      to
      constitute Restricted Stock when (x) a Registration Statement with respect
      to
      the sale of such securities shall have become effective under the Securities
      Act
      and such securities shall have been disposed of thereunder, (y) such securities
      are permitted to be transferred pursuant to Rule 144(k) (or any successor
      provision to such rule) under the Securities Act or (z) such securities are
      otherwise freely transferable to the public without further registration under
      the Securities Act.

     

    (f)    “Selling
      Stockholders”
shall
      mean Purchaser and any other purchaser of Shares in the Offering, and their
      respective successors and assigns.

     

    6.2.    Registration
      of the Shares.

     

    (a)    The
      Company shall notify all Selling Stockholders in writing at least ten
      (10) days
      prior to the filing of any registration statement under the Securities Act
      for
      purposes of registering securities of the Company, excluding registration
      statements on SEC Forms S-4, S-8 or any similar or successor forms, and will
      afford each such Selling Stockholder an opportunity to include in such
      registration statement all or part of such Restricted Stock held by such Selling
      Stockholder. Each Selling Stockholder desiring to include in any such
      registration statement all or any part of the Restricted Stock held by it shall,
      within five (5) days after the above-described notice from the Company, so
      notify the Company in writing. Such notice shall state the intended method
      of
      disposition of the Restricted Stock by such Selling Stockholder. If a Selling
      Stockholder decides not to include all of its Restricted Stock in any
      registration statement thereafter filed by the Company, such Selling Stockholder
      shall nevertheless continue to have the right to include any Restricted Stock
      in
      any subsequent registration statement or registration statements as may be
      filed
      by the Company with respect to offerings of its securities, all upon the terms
      and conditions set forth herein. The Company may, without the consent of the
      Selling Stockholders, withdraw such registration statement prior to its becoming
      effective if the proposal to register the securities proposed to be registered
      thereby is abandoned.

     

    (b)    In
      the
      event that any registration pursuant to Section 6.2(a) shall be, in whole or
      in
      part, an underwritten public offering of Common Stock on behalf of the Company,
      all Purchasers proposing to distribute their Restricted Stock through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the Company.
      If the managing underwriter thereof advises the Company in writing that in
      its
      opinion the number of securities requested to be included in such registration
      exceeds the number which can be sold in an orderly manner in such offering
      within a price range acceptable to the Company, the Company shall include in
      such registration (i) first, the securities the Company proposes to sell, (ii)
      second, securities held by person with demand or mandatory registration rights,
      and (iii) third, the Restricted Stock and any other securities eligible and
      requested to be included in such registration to the extent that the number
      of
      shares to be registered under this clause (iii) will not, in the opinion of
      the
      managing underwriter, adversely affect the offering of the securities pursuant
      to clause (i) or (ii). In such a case, shares shall be registered pro rata
      among
      the holders of such Restricted Stock and registrable securities on the basis
      of
      the number of shares eligible for registration that are owned by all such
      holders and requested to be included in such registration.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (c)    Notwithstanding
      anything to the contrary contained herein, the Company's obligation in Sections
      6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted
      Stock in a Registration Statement. The Company shall have no obligation to
      assure the terms and conditions of distribution, to obtain a commitment from
      an
      underwriter relative to the sale of the Restricted Stock or to otherwise assume
      any responsibility for the manner, price or terms of the distribution of the
      Restricted Stock. 

     

    (d)    The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 6.2 prior to the effectiveness of such registration
      without thereby incurring liability to the holders of the Restricted Stock,
      regardless of whether any holder has elected to include securities in such
      registration. The Registration Expenses (as defined in Section 6.5) of such
      withdrawn registration shall be borne by the Company in accordance with
      Section 6.4 hereof.

     

    6.3.    Registration
      Procedures.
      Whenever it is obligated to register any Restricted Stock pursuant to this
      Agreement, the Company shall:

     

    (a)    prepare
      and file with the SEC a Registration Statement with respect to the Restricted
      Stock in the manner set forth in Section 6.2 hereof and use its reasonable
      best
      efforts to cause such Registration Statement to become effective as promptly
      as
      possible and to remain effective until the earlier of (i) the sale of all shares
      of Restricted Stock covered thereby, (ii) the availability under Rule 144 for
      the Selling Stockholder to immediately, freely resell without restriction all
      Restricted Stock covered thereby, or (iii) two (2) years from the date of this
      Agreement;

     

    (b)    prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to such Registration Statement and the prospectus used in connection
      therewith as may be necessary to keep such Registration Statement effective
      for
      the period specified in Section 6.3(a) above and to comply with the provisions
      of the Act with respect to the disposition of all Restricted Stock covered
      by
      such Registration Statement in accordance with the intended method of
      disposition set forth in such Registration Statement for such
      period;

     

    (c)    furnish
      to the Selling Stockholders such number of copies of the Registration Statement
      and the prospectus included therein (including each preliminary prospectus)
      as
      such person may reasonably request in order to facilitate the public sale or
      other disposition of the Restricted Stock covered by such Registration
      Statement;

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (d)    use
      its
      reasonable best efforts to register or qualify the Restricted Stock covered
      by
      such Registration Statement under the state securities laws of such
      jurisdictions as any Selling Stockholder shall reasonably request; provided,
      however,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;

     

    (e)    in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering. Each Selling Stockholder
      participating in such underwriting shall also enter into and perform its
      obligations under such an agreement, as described in Section
      6.2(b);

     

    (f)    immediately
      notify each Selling Stockholder at any time when a prospectus relating thereto
      is required to be delivered under the Act, of the happening of any event as
      a
      result of which the prospectus contained in such Registration Statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      a
      material fact required or necessary to be stated therein in order to make the
      statements contained therein not misleading in light of the circumstances under
      which they were made. The Company will use reasonable efforts to amend or
      supplement such prospectus in order to cause such prospectus not to include
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      the light of the circumstances under which they were made;

     

    (g)    prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus used in connection with such Registration Statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement;

     

    (h)    use
      its
      reasonable best efforts to list the Restricted Stock covered by such
      Registration Statement on each exchange or automated quotation system on which
      similar securities issued by the Company are then listed (with the listing
      application being made at the time of the filing of such Registration Statement
      or as soon thereafter as is reasonably practicable); 

     

    (i)    notify
      each Selling Stockholder of any threat by the SEC or state securities commission
      to undertake a stop order with respect to sales under the Registration
      Statement; and 

     

    (j)    cooperate
      in the timely removal of any restrictive legends from the shares of Restricted
      Stock in connection with the resale of such shares covered by an effective
      Registration Statement.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    6.4.    Delay
      of Registration. 
      No
      Selling Stockholder shall have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 6.

     

    6.5    Expenses.

     

    (a)    For
      the
      purposes of this Section 6.5, the term “Registration Expenses” shall mean: all
      expenses incurred by the Company in complying with Section 6.2 of this
      Agreement, including, without limitation, all registration and filing fees,
      printing expenses, fees and disbursements of counsel and independent public
      accountants for the Company, fees under state securities laws, fees of the
      National Association of Securities Dealers, Inc. (“NASD”), fees and expenses of
      listing shares of Restricted Stock on any securities exchange or automated
      quotation system on which the Company's shares are listed and fees of transfer
      agents and registrars. The term “Selling Expenses” shall mean: all underwriting
      discounts and selling commissions applicable to the sale of Restricted Stock
      and
      all accountable or non-accountable expenses paid to any underwriter in respect
      of such sale.

     

    (b)    Except
      as
      otherwise provided herein, the Company will pay all Registration Expenses in
      connection with the Registration Statements filed pursuant to Section 6.2 of
      this Agreement. All Selling Expenses in connection with any Registration
      Statements filed pursuant to Section 6.1 of this Agreement shall be borne by
      the
      Selling Stockholders pro rata on the basis of the number of shares registered
      by
      each Selling Stockholder whose shares of Restricted Stock are covered by such
      Registration Statement, or by such persons other than the Company (except to
      the
      extent the Company may be a seller) as they may agree.

     

    6.6.    Obligations
      of the Selling Stockholders.

     

    (a)    In
      connection with each registration hereunder, each Selling Stockholder will
      furnish to the Company in writing such information with respect to it and the
      securities held by it and the proposed distribution by it, as shall be
      reasonably requested by the Company in order to assure compliance with
      applicable federal and state securities laws as a condition precedent to
      including the Selling Stockholder's Restricted Stock in the Registration
      Statement. Each Selling Stockholder shall also promptly notify the Company
      of
      any changes in such information included in the Registration Statement or
      prospectus as a result of which there is an untrue statement of material fact
      or
      an omission to state any material fact required or necessary to be stated
      therein in order to make the statements contained therein not misleading in
      light of the circumstances under which they were made.

     

    (b)    In
      connection with the filing of the Registration Statement, each Selling
      Stockholder shall furnish to the Company in writing such information and
      affidavits as the Company reasonably requests for use in connection with such
      Registration Statement or prospectus.

     

    (c)    In
      connection with each registration pursuant to this Agreement, each Selling
      Stockholder agrees that it will not effect sales of any Restricted Stock until
      notified by the Company of the effectiveness of the Registration Statement,
      and
      thereafter will suspend such sales after receipt of telegraphic or written
      notice from the Company to suspend sales to permit the Company to correct or
      update a Registration Statement or prospectus. At the end of any period during
      which the Company is obligated to keep a Registration Statement current, each
      Selling Stockholder shall discontinue sales of Restricted Stock pursuant to
      such
      Registration Statement upon receipt of notice from the Company of its intention
      to remove from registration the Restricted Stock covered by such Registration
      Statement that remains unsold, and each Selling Stockholder shall notify the
      Company of the number of shares registered which remain unsold immediately
      upon
      receipt of such notice from the Company.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    6.7.    Information
      Blackout and Holdbacks.

     

    (a)    At
      any
      time when a Registration Statement effected pursuant to Section 6.2 is
      effective, upon written notice from the Company to Purchaser that the Company
      has determined in good faith that the sale of Restricted Stock pursuant to
      the
      Registration Statement would require disclosure of non-public material
      information, each Selling Stockholder shall suspend sales of Restricted Stock
      pursuant to such Registration Statement until such time as the Company notifies
      the Selling Stockholders that such material information has been disclosed
      to
      the public or has ceased to be material, or that sales pursuant to such
      Registration Statement may otherwise be resumed.

     

    (b)    Notwithstanding
      any other provision of this Agreement, in the event that the Company undertakes
      a primary offering of shares of its unissued Common Stock, which may also
      include other securities (a “Primary Offering”), in which all of the shares of
      Restricted Stock are not included, the Investor shall not sell, transfer, make
      any short sale of, grant any option for the purchase of, or enter into any
      hedging or similar transaction with the same economic effect as a sale of,
      any
      Common Stock (or other securities) of the Company held by such Investor (except
      for shares included in the Primary Offering), during the thirty (30) days prior
      to the commencement of any such Primary Offering and ending one hundred fifty
      (150) days after completion of any such Primary Offering, unless the Company,
      in
      the case of a non-underwritten Primary Offering, or the managing underwriter,
      in
      the case of an underwritten Primary Offering, otherwise agree in writing. The
      Company may impose stop-transfer instructions with respect to the shares of
      Common Stock (or other securities) subject to the foregoing restriction until
      the end of said one hundred fifty (150) day period.

     

    6.8.    Indemnification.

     

    (a)    To
      the
      extent permitted by law, the Company shall indemnify, each Selling Stockholder,
      such Selling Stockholder’s respective partners, officers, directors,
      underwriters and each Person who controls any Selling Stockholder (within the
      meaning of the Securities Act) against all losses, claims, damages, liabilities
      and expenses caused by (i) any untrue statement of or alleged untrue statement
      of material fact contained in the Registration Statement, prospectus or
      preliminary prospectus or any amendment or supplement thereto, (ii) any omission
      of or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or (iii) any violation
      or alleged violation by the Company of the Securities Act, the Exchange Act,
      any
      state securities law or any rule or regulation promulgated under the Securities
      Act, the Exchange Act or any state securities law in connection with the
      offering covered by such registration statement (“Violations”); provided,
      however,
      that
      the indemnity agreement contained in this Section 6.8(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Company, which consent
      shall not be unreasonably withheld, nor shall the Company be liable in for
      any
      loss, claim, damage, liability or action to the extent that it arises out of
      or
      is based upon a Violation which occurs in reliance upon and in conformity with
      written information furnished expressly for use in connection with such
      registration by such Selling Stockholder, partner, officer, director,
      underwriter or controlling person of such Selling Stockholder occurs as a result
      of any failure to deliver a copy of the prospectus relating to such Registration
      Statement, or occurs as a result of any disposition of the Restricted Stock
      in a
      manner that fails to comply with the permitted methods of distribution
      identified within the Registration Statement.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (b)    To
      the
      extent permitted by law, each Selling Stockholder shall indemnify and hold
      harmless the Company, each of its directors, its officers and each person,
      if
      any, who controls the Company within the meaning of the Securities Act, any
      underwriter and any other Selling Stockholder selling securities under such
      registration statement or any of such other Selling Stockholder’s partners,
      directors or officers or any person who controls such Selling Stockholder,
      against any losses, claims, damages or liabilities (joint or several) to which
      the Company or any such director, officer, controlling person, underwriter
      or
      other such Selling Stockholder, or partner, director, officer or controlling
      person of such other Selling Stockholder, may become subject under the
      Securities Act, the Exchange Act or other federal or state law, insofar as
      such
      losses, claims, damages or liabilities (or actions in respect thereto) arise
      out
      of or are based upon any Violation, in each case to the extent (and only to
      the
      extent) that such Violation (i) occurs in reliance upon and in conformity with
      written information furnished by such Selling Stockholder to the Company for
      use
      in connection with such registration, (ii) occurs as a result of any failure
      to
      deliver a copy of the prospectus relating to such Registration Statement, or
      (iii) occurs as a result of any disposition of the Restricted Stock in a manner
      that fails to comply with the permitted methods of distribution identified
      within the Registration Statement.

     

    (c)    Any
      Person entitled to indemnification hereunder shall (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided that the failure to give prompt notice shall not
      impair any Person's right to indemnification hereunder to the extent such
      failure has not prejudiced the indemnifying party), and (ii) unless in such
      indemnified party's reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party. If such defense is assumed,
      the indemnifying party shall not be subject to any liability for any settlement
      made by the indemnified party without its consent (but such consent shall not
      be
      unreasonably withheld). An indemnifying party who is not entitled to, or elects
      not to, assume the defense of a claim shall not be obligated to pay the fees
      and
      expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, unless in the reasonable judgment
      of any indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect to
      such
      claim.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (d)    If
      the
      indemnification provided for in this Section 6.8 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any losses, claims, damages or liabilities referred to herein, the indemnifying
      party, in lieu of indemnifying such indemnified party thereunder, shall to
      the
      extent permitted by applicable law contribute to the amount paid or payable
      by
      such indemnified party as a result of such loss, claim, damage or liability
      in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party on the one hand and of the indemnified party on the other
      in
      connection with the violation(s) described in Section 6.8(a) that resulted
      in
      such loss, claim, damage or liability, as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and of the
      indemnified party shall be determined by a court of law by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the omission to state a material fact relates to information supplied by
      the
      indemnifying party or by the indemnified party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission; provided,
      that in
      no event shall any contribution by a Selling Stockholder hereunder exceed the
      net proceeds from the offering received by such Selling
      Stockholder.

     

    (e)    The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director or controlling Person of such indemnified party
      and shall survive the transfer of securities. The Company also agrees to make
      such provisions as are reasonably requested by any indemnified party for
      contribution to such party in the event the Company's indemnification is
      unavailable for any reason. 

     

    7.    Confidentiality.
      Purchaser acknowledges and agrees that:

     

    (a)    All
      of
      the information contained herein is of a confidential nature and may be regarded
      as material non-public information under Regulation FD of the Securities
      Act.

     

    (b)    This
      Agreement has been furnished to Purchaser by the Company for the sole purpose
      of
      enabling Purchaser to consider and evaluate an investment in the Company, and
      will be kept confidential by Purchaser and not used for any other
      purpose.

     

    (c)    The
      information contained herein shall not, without the prior written consent of
      the
      Company, be disclosed by Purchaser to any person or entity, other than
      Purchaser’s personal financial and legal advisors for the sole purpose of
      evaluating an investment in the Company, and Purchaser will not, directly or
      indirectly, disclose or permit Purchaser’s personal financial and legal advisors
      to disclose, any of such information without the prior written consent of the
      Company.

     

    (d)    Purchaser
      shall make its representatives aware of the terms of this section and to be
      responsible for any breach of this Agreement by such representatives.


     

    (e)    Purchaser
      shall not, without the prior written consent of the Company, directly or
      indirectly, make any statements, public announcements or release to trade
      publications or the press with respect to the subject matter of this Agreement
      and the other Offering Documents. 

     

    (f)    If
      Purchaser decides to not pursue further investigation of the Company or to
      not
      participate in the Offering, Purchaser will promptly return this Agreement
      and
      any accompanying documentation to the Company.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    8.    Non-Public
      Information. Purchaser
      acknowledges that information concerning the matters that are the subject matter
      of this Agreement may constitute material non-public information under United
      States federal securities laws, and that United States federal securities laws
      prohibit any person who has received material non-public information relating
      to
      the Company from purchasing or selling securities of the Company, or from
      communicating such information to any person under circumstances in which it
      is
      reasonably foreseeable that such person is likely to purchase or sell securities
      of the Company. Accordingly, until such time as any such non-public information
      has been adequately disseminated to the public, Purchaser shall not purchase
      or
      sell any securities of the Company, or communicate such information to any
      other
      person.

     

    9.    Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties and supersedes
      all
      prior agreements and understandings, both written and oral, between the parties
      with respect to the subject matter hereto, and no party shall be liable or
      bound
      to any other party in any manner by any warranties, representations, guarantees
      or covenants except as specifically set forth in this Agreement. Nothing in
      this
      Agreement, express or implied, is intended to confer upon any party other than
      the parties hereto or their respective successors and assigns any rights,
      remedies, obligations or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.

     

    10.    Amendment
      and Modification.
      This
      Agreement may not be amended, modified or supplemented except by an instrument
      or instruments in writing signed by the party against whom enforcement of any
      such amendment, modification or supplement is sought.

     

    11.    Extensions
      and Waivers.
      At any
      time prior to the Closing, the parties hereto entitled to the benefits of a
      term
      or provision may (a) extend the time for the performance of any of the
      obligations or other acts of the parties hereto, (b) waive any inaccuracies
      in
      the representations and warranties contained herein or in any document,
      certificate or writing delivered pursuant hereto, or (c) waive compliance with
      any obligation, covenant, agreement or condition contained herein. Any agreement
      on the part of a party to any such extension or waiver shall be valid only
      if
      set forth in an instrument or instruments in writing signed by the party against
      whom enforcement of any such extension or waiver is sought. No failure or delay
      on the part of any party hereto in the exercise of any right hereunder shall
      impair such right or be construed to be a waiver of, or acquiescence in, any
      breach of any representation, warranty, covenant or agreement.

     

    12.    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, provided, however, that no party
      hereto may assign its rights or delegate its obligations under this Agreement
      without the express prior written consent of the other party hereto. Except
      as
      provided in Sections 5 and 6, nothing in this Agreement is intended to confer
      upon any person not a party hereto (and their successors and assigns) any
      rights, remedies, obligations or liabilities under or by reason of this
      Agreement.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    13.    Survival
      of Representations, Warranties and Covenants.
      The
      representations and warranties contained herein shall survive the Closing and
      shall thereupon terminate 18 months from the Closing, except that the
      representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive
      indefinitely. All covenants and agreements contained herein which by their
      terms
      contemplate actions following the Closing shall survive the Closing and remain
      in full force and effect in accordance with their terms. All other covenants
      and
      agreements contained herein shall not survive the Closing and shall thereupon
      terminate.

     

    14.    Headings;
      Definitions.
      The
      Section headings contained in this Agreement are inserted for convenience of
      reference only and will not affect the meaning or interpretation of this
      Agreement. All references to Sections contained herein mean Sections of this
      Agreement unless otherwise stated. All capitalized terms defined herein are
      equally applicable to both the singular and plural forms of such
      terms 

     

    15.    Severability.
      If any
      provision of this Agreement or the application thereof to any person or
      circumstance is held to be invalid or unenforceable to any extent, the remainder
      of this Agreement shall remain in full force and effect and shall be reformed
      to
      render the Agreement valid and enforceable while reflecting to the greatest
      extent permissible the intent of the parties.

     

    16.    Notices.
      All
      notices hereunder shall be sufficiently given for all purposes hereunder if
      in
      writing and delivered personally, sent by documented overnight delivery service
      or, to the extent receipt is confirmed, telecopy, telefax or other electronic
      transmission service to the appropriate address or number as set forth
      below:

     

    If
      to
      the Company:

     

    Radiant
      Logistics, Inc.

    1604
      Locust Street

    Third
      Floor

    Philadelphia,
      PA 19103

    Attention:     
      Bohn H. Crain 

    Chief
      Executive Officer

    


    With
      a
      Copy to:

     

    Fox
      Rothschild LLP

    c/o
      Vincent
      A
      Vietti, Esq.

    Princeton
      Pike Corp. Center

    997
      Lenox
      Drive, Building 3

    Lawrenceville,
      New Jersey 08648-2311

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    If
      to
      Purchaser:

     

    To
      that
      address indicated on the signature page hereof.

     

    17.    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Pennsylvania, without regard to the laws that might otherwise
      govern under applicable principles of conflicts of laws thereof, except to
      the
      extent that the General Corporation Law of the State of Delaware shall apply
      to
      the internal corporate governance of the Company.

     

    18.    Arbitration. If
      a
      dispute arises as to the interpretation of this Agreement, it shall be decided
      in an arbitration proceeding conforming to the Rules of the American Arbitration
      Association applicable to commercial arbitration then in effect at the time
      of
      the dispute. The arbitration shall take place in Philadelphia, Pennsylvania.
      The
      decision of the arbitrators shall be conclusively binding upon the parties
      and
      final, and such decision shall be enforceable as a judgment in any court of
      competent jurisdiction. The parties shall share equally the costs of the
      arbitration.

     

    19.    Counterparts.
      This
      Agreement may be executed and delivered by facsimile in two or more
      counterparts, each of which shall be deemed to be an original, but all of which
      together shall constitute one and the same agreement. 

    


    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused
      this Agreement to be executed as of the date set forth below.

     

    
      	
               

               

              Date:
                January 11, 2006

            	
              PURCHASER

               

              ______________________________________

               

              By:____________________________________

              Name:______________________________

              Title:_______________________________

              Address:____________________________

               

               

            
	 	 
	 	 
	 	
              Number
                of Shares Purchased: _____________

               

              Purchase
                Price 

              @
                $.44 per Share: $_______________________

            
	 	 
	 	 
	
               

               

              Date:
                January 11, 2006

            	
              RADIANT
                LOGISTICS, INC.

               

              By:
                ____________________________________

              Bohn
                H. Crain

              Chief
                Executive Officer

            
	 	 
	 	 


    

    


    
      
        
        

      

      -17-