Exhibit 10.1


 


 


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of ____________ __, 2012 between Radiant Logistics,
Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Board
has determined it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, directors and executive officers to the fullest extent permitted by applicable law in consideration of their service
to the Company; and


 


WHEREAS, this Agreement
is intended to clarify Indemnitee’s entitlement to the maximum indemnity afforded directors under the Delaware General Corporation
Law (the “DGCL”) and is a supplement to and in furtherance of the provisions calling for indemnification of
directors contained in the bylaws or certificate of incorporation of the Company (collectively, the “Charter Documents”)
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder.


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve, and to continue his service, as a director or executive officer after the
date hereof, the parties hereto, intending to be legally bound, agree as follows.


 


1.Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time, and the Charter Documents, as may be amended from time to time. In furtherance of the
foregoing indemnification, and without limiting the generality thereof:


 


(a)Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l (a) if, by reason of his or her Corporate Status (as hereinafter defined), Indemnitee is, or is threatened
to be made, a party to or participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as
hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee,
or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.



    	 



    	 	



    
 


(b)Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
(as a witness or otherwise) in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b),
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s
behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification
against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have
been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine
that such indemnification may be made.


 


(c)Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For
purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


2.Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of
this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf if, by reason of his
or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding
by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful under Delaware law.


 


3.Contribution.


 


(a)Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not
enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee
without any injunctive or other equitable relief being imposed against Indemnitee.



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(b)Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit
may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such
Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses,
judgments, fines or settlement amounts, as well as any other equitable considerations that applicable law may require to be considered.
The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be
determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.


 


(c)The Company
hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution that may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)To the
fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company
and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


4.Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.



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5.Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee
to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6.Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the
foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion,
shall not relieve the Company of any liability that it may have to Indemnitee unless and only to the extent such failure actually
and materially prejudices the interests of the Company.


 


(b)Upon written
request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect
to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall
be at the election of the Board of Directors of the Company: (i) by a majority vote of the Disinterested Directors (as defined
in Section 13 below), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by
a majority vote of the Disinterested Directors, even though less than a quorum; (iii) by Independent Counsel (as defined in
Section 13 below) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee,
if (A) there are no Disinterested Directors or if the Disinterested Directors so direct, or (B) a Change of Control (as
hereinafter defined) shall have occurred and Indemnitee so requests; or (iv) if so directed by the Board of Directors, by
the stockholders of the Company.



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(c)If the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the
Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the
Board of Directors, but shall only be an Independent Counsel to which Indemnitee does not properly object in accordance with the
subsequent provisions of this Section 6(c); provided, however, that if a Change of Control shall have occurred, Indemnitee
shall select such Independent Counsel, but only an Independent Counsel to which the Board of Directors does not properly object
in accordance with the subsequent provisions of this Section 6(c). Within ten (10) days after such written notice of selection
shall have been given, the non-selecting party shall deliver to the selecting party, as the case may be, a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection
is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant
to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection
that shall have been made to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall
pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting
pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of
this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(d)For purposes
of this Section 6, “Change of Control” means a change in control of the Company of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), whether or not the corporation is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined
in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined
voting power of the Company’s then outstanding securities without the prior approval of at least a majority of the members
of the Board of Directors in office immediately prior to such acquisition; or (ii) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter.


 


(e)In making
a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.



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(f)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 Enterprise
(as defined in Section 13 below), including financial statements, or on information supplied to Indemnitee by the officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected
with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement. Whether or not the foregoing provisions of this Section 6(f) are satisfied, it shall in any event
be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.


 


(g)If the
person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in
good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided,
further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after
receipt by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if appropriate,
resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders
is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such determination is made thereat.


 


(h)Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably
and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



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(i)The Company
acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in
any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with
or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


(j)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 (except as otherwise expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


7.Remedies
of Indemnitee.


 


(a)In the
event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this
Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in
an appropriate court of the State of Delaware, or in any other court of competent jurisdiction of Indemnitee’s entitlement
to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on
which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.


 


(b)In the
event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a
de novo trial on the merits and Indemnitee shall not be prejudiced by reason of the adverse determination under Section
6(b).



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(c)If a determination
shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)In the
event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or
to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the
types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee
in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of expenses or insurance recovery.


 


(e)The Company
shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent
not prohibited by law, such expenses to Indemnitee that are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


 


(f)Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


8.Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)The rights
of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Charter Documents, any agreement, a vote of stockholders, a resolution of directors
or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Charter Documents and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other right or remedy.



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(b)To the
extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other Enterprise that such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice
of a claim pursuant to the terms hereof, the Company has director and officer 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 the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(c)The Company
shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(d)The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of expenses from such other Enterprise.


 


9.Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)for which
payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with
respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;


 


(b)for an
accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law; or


 


(c)except
with respect to a Proceeding relating to enforcement of, or to indemnity under, this Agreement, the Charter Documents, the DGCL
or any insurance policy relating to Indemnitee’s Corporate Status, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the
Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in
its sole discretion, pursuant to the powers vested in the Company under applicable law; provided that this prohibition shall not
apply to a counterclaim, cross-claim or third party claim brought in any Proceeding.



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10.Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of the
Company or another Enterprise) and for a period of ten (10) years thereafter, and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s
Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement and regardless of any subsequent amendment to the Charter Documents,
the DGCL or any other agreement relating to indemnification of Indemnitee. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.


 


11.Security.
To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from
time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.


 


12.Enforcement.


 


(a)The Company
expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director of the Company.


 


(b)This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


13.Definitions.
For purposes of this Agreement:


 


(a)“Corporate
Status” describes the status of a person who is or was a director of the Company in his or her official capacity (i) as
a director of the Company or (ii) as agent or fiduciary of the Company or as a director, officer, employee, agent or fiduciary
of any other Enterprise that such person is or was serving at the express written request of the Company, in each of the foregoing
cases, related to such status as a director (but not as an officer or employee) of the Company.


 


(b)“Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.



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(c)“Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(d)“Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and
any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(e)“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f)“Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was a director of the Company, by reason of any action taken
by Indemnitee or of any inaction on Indemnitee’s part while acting as a director 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, agent or fiduciary of another
corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not Indemnitee is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement;
including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section
7 of this Agreement to enforce his rights under this Agreement.



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14.Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon
this Agreement in serving as a director of the Company and that Indemnitee is entitled to enforce the provisions hereof as a direct
beneficiary thereof. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification
rights to the fullest extent permitted by applicable laws and to ensure that indemnification rights provided by the Secondary Indemnitors
are secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement. In the event any
provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned
intent, to the extent necessary to resolve such conflict.


 


15.Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
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.


 


16.Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay actually
materially prejudices the Company.


 


17.Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5)
days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent:


 


	 	(a)	to Indemnitee at the address set forth below Indemnitee signature hereto; or
	 	 	 
	 	(b)	to the Company at:
	 	 	 
	 	 	Radiant Logistics, Inc.
	 	 	405 114th Ave SE, Third Floor
	 	 	Bellevue, WA 98004
	 	 	Attention: Corporate Secretary


 






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or to such other address as may have been
furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


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


 


19.Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


20.Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (b) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court,
and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 


[The next page is the signature page.]



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IN WITNESS WHEREOF,
the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


 


	COMPANY:	RADIANT LOGISTICS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	
	 	 	 
	 	 	 
	 	 	 
	INDEMNITEE:		 
	 	[             ]
	 	 	 



 


		Address: 	[             ]
	 	 	[             ]
	 	 	[             ]
	 	 	 
	 	With a copy to:	[             ]
	 	 	[             ]
	 	 	[             ]


 


 



    	[Indemnification Agreement Signature Page]