LOAN
        MODIFICATION

        AGREEMENT

        



 


This First Loan Modification
Agreement (“First Modification”) modifies the Loan Agreement dated December 1, 2011 (the “Agreement”)
regarding a revolving line of credit in the current maximum principal amount of $19,000,000.00 (the “Loan”) executed
by and among RADIANT LOGISTICS, INC., a Delaware corporation (“Parent”), RADIANT GLOBAL LOGISTICS, INC.,
a Washington corporation (formerly Airgroup Corporation) (“Radiant Global”), RADIANT LOGISTICS PARTNERS, LLC,
a Delaware limited liability company, RADIANT TRANSPORTATION SERVICES, INC., a Delaware corporation (formerly Radiant Logistics
Global Services, Inc.), ADCOM EXPRESS, INC., a Minnesota corporation, DBA DISTRIBUTION SERVICES, INC., a New Jersey
corporation (“DBA Distribution”), and RADIANT CUSTOMS SERVICES, INC., a Washington corporation (on a joint and
several basis referred to herein as “Borrower”), and Bank of America, N.A.
(“Bank”). Terms used in this First Modification and defined in the Agreement shall have the meaning given to such terms
in the Agreement. For mutual consideration, Borrower and Bank agree to amend the Agreement as follows:


 


1.            
Definition of EBITDA. The definition of “EBITDA” in Section 9.4(c) of the Agreement is deleted
and replaced with the following:


 


“EBITDA”
means net income, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest
expense, plus depreciation, amortization, plus Equity Credits, and other non-cash charges, plus Allowable Add-Backs, plus Pro Forma
Additions from Acquisitions, and less reduction in future payments of contingent liabilities or plus an increase in future payments
of contingent liabilities. The Pro Forma Additions from Acquisitions are set forth on Exhibit A attached to the First Modification
and shall be added to EBITDA for the periods indicated thereon.


 


2.            
Representations and Warranties. When Borrower signs this First Modification, Borrower represents and warrants
to Bank that: (a) there is no event that is, or with notice or lapse of time or both would be, an event of default under the
Agreement except those events, if any, that have been disclosed in writing to Bank or waived in writing by Bank, (b) the representations
and warranties in the Agreement are true as of the date of this First Modification as if made on the date of this First Modification,
(c) this First Modification does not conflict with any law, agreement, or obligation by which Borrower is bound, and (d) this
First Modification is within Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s
organizational papers.


 


3.            
Conditions. This First Modification will be effective when Bank receives the following items, in form and
content acceptable to Bank:


 


(a)          
If required by Bank, evidence that the execution, delivery, and performance by each Borrower of this First Modification
and any instrument or agreement required under this First Modification have been duly authorized.


 


(b)          
Payment by Borrower of all costs, expenses, and attorneys’ fees (including allocated costs for in-house legal
services) incurred by Bank in connection with this First Modification.


 


4.            
Other Terms. Except as specifically amended by this First Modification or any prior amendment, all other terms,
conditions, and definitions of the Agreement, and all other documents, instruments, or agreements entered into with regard to the
Loan, shall remain in full force and effect.


 


5.            
FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES
ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS
SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


 






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6.            
WASHINGTON NOTICE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN
MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.


 


Dated as of May 15,
2012.


 


 


	
        Bank:

         

        BANK OF AMERICA, N.A.

         

         

        By /s/ Tyler Burkland                                

        Tyler Burkland, Vice President

         
	 	
        Borrower:

         

        Radiant Logistics, Inc.

         

         

        By /s/ Bohn H. Crain                              

        Bohn H. Crain, President

         

         

        

	 	 	
        Radiant GLOBAL Logistics,
        Inc. (f/k/a Airgroup Corporation)

         

         

        By /s/ Bohn H. Crain                              

        Bohn H. Crain, President

         

         

        

	 	 	
        Radiant Logistics PARTNERS,
        llc

         

         

        By /s/ Bohn H. Crain                              

        Bohn H. Crain, Manager

         

         

        

	 	 	
        

        Radiant TRANSPORTATION
        SERVICES, INC. (f/k/a Radiant Logistics Global Services, Inc.)

         

         

        By /s/ Bohn H. Crain                              

        Bohn H. Crain, President

         

         

        

	 	 	
        adcom express, inc.

         

         

        By /s/ Bohn H. Crain                             

        Bohn H. Crain, President 




 






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        DBA DISTRIBUTION SERVICES,
        inc.

         

         

        By /s/ Bohn H. Crain                                   

        Bohn H. Crain, President

         

         

        

	 	
        radiant customs SERVICES,
        inc.

         

         

        By /s/ Bohn H. Crain                                    

        Bohn H. Crain, President

        



 






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