RADIANT LOGISTICS, INC (Form: 8-K, Received: 05/14/2012 06:08:09)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 14 , 2012

RADIANT LOGISTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-50283		04-3625550
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

405 114 ^th Avenue, S.E., Third Floor, Bellevue, WA 98004

(Address of Principal Executive Offices) (Zip Code)

(425) 943-4599

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 13, 2012, the Board of Directors of Radiant Logistics, Inc. (the “Company”), acting through its independent directors, approved new employment agreements for Dan Stegemoller, the Company’s Chief Operating Officer, Todd Macomber, the Company’s Chief Financial Officer, and Alesia Pinney, the Company’s General Counsel, and adopted a new Management Incentive Compensation Plan.

The new employment agreements were adopted in order to standardize employment arrangements for Messrs. Stegemoller and Macomber, as existing key members of the Company’s management team, and to reflect and codify the employment arrangements between the Company and Ms. Pinney, as the Company’s new General Counsel. Pursuant to the new employment agreements, Messrs. Stegemoller and Macomber and Ms. Pinney are each entitled to annual base compensation of $200,000, subject to annual review. In addition, Ms. Pinney is to receive a sign on bonus of $24,000, payable on a pro rata basis over the next twelve months, and options to purchase 250,000 shares of the Company’s common stock; 150,000 of which shall be granted currently, and the balance to be granted on the earliest date that the Company secures stockholder approval for an amendment of its existing, or creation of a new, incentive stock option plan authorizing the issuance of additional stock options sufficient to at least cover such grant. Ms. Pinney’s options shall be awarded at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant, and subject to 20% annual vesting over the five year period following the first grant date. The new employment agreements confirm, however make no modifications or additions to, the existing stock option agreements between the Company and Messrs. Stegemoller and Macomber.

Pursuant to the Company’s management incentive compensation plan, each of Messrs. Stegemoller and Macomber and Ms. Pinney will be evaluated with a target bonus, based upon achievement of corporate and individual objectives, of 35% of base compensation. Ultimate awards of annual compensation adjustments and bonuses under the Management Incentive Compensation Plan are at the discretion of the Company’s compensation committee, if there is one, or by the independent members of the Board of Directors. As of the date of this report, the Company does not have a compensation committee.

In addition to customary employment benefits that are broadly provided to the Company’s employees, such as participation in the Company’s stock option plans and life insurance, hospitalization, major medical and other health benefits, Messrs. Stegemoller and Macomber and Ms. Pinney are entitled to six months of severance in the form of salary continuation payments in the event their employment is terminated as a result of death, disability, or by the Company other than for cause; or twelve months of severance if within nine months following a “Change of Control”, they voluntary terminate their employment for “Good Reason” or their employment is terminated by the Company other than for cause. For the purposes of the employment agreements, a "Change of Control" shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, except to an entity controlled directly or indirectly by the Company, or a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws. For the further purpose of the employment agreements, “Good Reason” shall be deemed to occur upon either (i) a breach of the agreement by the Company; or (ii), a reduction in salary without the employee’s consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated employees.

Alesia Pinney is joining the Company as its General Counsel following a brief period in which she served as a consultant to the Company. Ms. Pinney has served as an operational and legal executive for private and publicly traded companies, including as general counsel of public companies, Infospace, Inc. and drugstore.com, inc. Previously, she practiced law at Perkins Coie, LLP., where her practice focused on corporation finance, including public offerings, mergers and acquisitions and venture capital. Ms. Pinney earned her bachelor’s degree in accounting from Seattle University, her Master of Taxation from the University of Denver, College of Law and her Juris Doctor from the Seattle University School of Law .

The descriptions of the employment agreements for Messrs. Stegemoller and Macomber and Ms. Pinney are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference herein.

The Management Incentive Compensation Plan is intended to provide for a pay system that supports the Company’s business strategy and emphasizes pay-for-performance by tying reward opportunities to carefully determined and articulated performance goals at corporate, operating unit, business unit and/or individual levels.

The annual incentive payments described in the plan are discretionary in nature and may be reduced, at any time and in any amount, by the Board of Directors of the Company (in the case of payments that otherwise would be made to the Company’s Chief Executive Officer) and by the Chief Executive Officer of the Company (in the case of payments that otherwise would be made to any other participant in the plan).

The description of the Management Incentive Compensation Plan is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.5, and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

No.		Description

10.1		Employment Agreement dated May 14, 2012 between the Company and Dan Stegemoller

10.2		Employment Agreement dated May 14, 2012 between the Company and Todd Macomber

10.3		Employment Agreement dated May 14, 2012 between the Company and Alesia Pinney

10.4		Operating Agreement of Radiant Logistics Partners, LLC dated as of June 28, 2006

10.5		Radiant Logistics, Inc. Management Incentive Compensation Plan

10.6		Executive Employment Agreement dated January 13, 2006 by and between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 18, 2006).

10.7		Option Agreement dated October 20, 2005 by and between Radiant Logistics, Inc. and Bohn H. Crain (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 18, 2006).

10.8		Radiant Logistics, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-QSB filed November 14, 2005).

99.1		Press Release relating to effectiveness of Form S-3 dated May 14, 2012.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Radiant Logistics, Inc.


Date: May 14, 2012	By:	/s/ Bohn H. Crain
		Bohn Crain
		Chief Executive Officer

Exhibit 10.1

May 14, 2012

Mr. Dan Stegemoller
c/o 405 114 ^th Avenue SE
Third Floor
Bellevue, WA 98004

Re:

Employment Agreement

Dear Dan:

Radiant Logistics, Inc. (the "Company") is pleased to confirm your conditions of employment with the Company as follows:

1. Position and Commencement Date . As the Company’s Senior Vice President and Chief Operating Officer, you will perform duties consistent with the position as well as such other duties as may be assigned to you from time to time by the CEO of the Company, to whom you will directly report. Your position will be in the Bellevue, Washington office of the Company.

2. Compensation . You will be employed at a base annual salary of $200,000.00, payable, subject to applicable tax withholdings and otherwise in accordance with payroll practices adopted by the Company from time to time. Your base salary will be evaluated for adjustment on an annual basis. In addition to your base salary, you will be eligible to participate in the Company's stock option plan, and the Company's annual incentive compensation program as set forth in this agreement.

3. Discretionary Bonus Arrangement . The amount of your bonus, if any, will be determined in the sole discretion of the Company, with a target of 35% of your annual base compensation if all individual and Company performance targets, as may be agreed from time-to-time, are achieved. The bonus would be based upon management's subjective view of a combination of (i) your individual contribution to the Company and, (ii) the overall performance of the Company.

4. Stock Option Program . As an existing employee you have been granted options to participate in the Company's stock option plan. The terms of these options will not change from those set out when granted. Additional options to purchase shares of the Company's common stock may be awarded from time to time at the Company's sole discretion.

5. Benefits . As an employee of the Company, you will also be eligible to participate in such life insurance, hospitalization, major medical and other health benefits generally offered by the Company to its employees in your general job classification level. This presently includes participation in the Company's medical and dental insurance plans, however, these benefit programs are subject to termination or modification from time-to-time. You will also be eligible for a car allowance benefit and to participate in the Company’s 401K plan, subject to its terms.

6. Vacations and Holidays . You will be entitled to receive at least 2 weeks of paid vacation in each calendar year, to be taken in accordance with company policies and at times that do not unreasonably interfere with the performance of your duties as assigned.

7. Expenses . You will be reimbursed for all reasonable expenses incurred by you in furtherance of your position with the Company, including travel and entertainment expense, upon submission of the appropriate documentation.

8. Employee-at-Will . This offer does not guarantee continued employment for any specified period of time, nor does it require that a dismissal be based on "cause." Your employment and compensation with the Company are "at will" in that they can be terminated with or without cause, and with or without notice, at any time, at the option of either the Company or yourself, except as provided by law. The terms of this offer letter, therefore, do not and are not intended to create either an express and/or implied contract of employment with the Company. No manager or representative of the Company, other than an authorized senior executive officer has the authority to enter into any agreement for employment for any specified period of time or to make any agreement or contract to the foregoing, and any promises to the contrary may only be relied upon by you if they are in writing and signed by an authorized senior executive officer.

9. Severance . Should your employment be terminated as a result of: (i) your death; (ii) an illness or disability that the Company, in its sole discretion, determines prevents you from carrying out your employment duties; (iii) by the Company for no cause, i.e., if the termination was not a result of any misconduct on your part,, then you will be entitled to receive severance payments from the Company in the form of salary continuation at your base salary level prior to such termination, plus a continuation of the basic health and medical benefits to which you were entitled at the time of such termination during the period of such severance payments. The severance payments shall continue for a period of 6 months from the date of your termination under this Section. However, should your employment be terminated by the Company for no cause by you or for Good Reason (as hereinafter defined), either of which occur within nine months following a Change of Control, then: (i) the severance payments will continue instead for a period of 12 months from the date of your termination under this Section; and (ii) the vesting of any and all stock options or other such grants or awards shall be deemed to have been accelerated as of the date of such termination to include the period for which such severance payments shall cover ( i.e., for a period of 12 months of service). “Good Reason” for purposes of this offer letter is (i) a breach of this offer letter by the Company; or (ii), a reduction in your salary without your consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated senior vice presidents of the Company. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless and until you have given the Company thirty (30) days' written notice and an opportunity to cure. In the event of a conflict between the terms and conditions of the stock options and this offer letter, the terms and conditions of this offer letter shall prevail. As a condition to the receipt of any severance payments from the Company, you shall be required to execute a separation agreement that shall include the broadest form of a waiver and release of all claims against the Company. For the purposes of this Section, a "Change of Control" shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, except to an entity controlled directly or indirectly by the Company, or a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws.

Should your employment be terminated as a result of: (i) your voluntary resignation; or (ii) by the Company as a result of actions taken, or omissions to act, by you that the Company, in its sole discretion, determines as misconduct by you, then the Company's only obligation shall be to pay you such portion of your base salary as may be accrued but unpaid on the date of termination.

10. Indemnification . In addition, the Company shall indemnify and defend you and your heirs, executors and administrators against any costs or expense (including reasonable attorneys' fees and amounts paid in settlement, if such settlement is approved by the Company), fine, penalty, judgment and liability reasonably incurred by or imposed upon you in connection with any action, suit or proceeding, civil or criminal, to which you may be made a party or with which you shall be threatened, by reason of your being or having been an officer or director, unless with respect to such matter you shall have been adjudicated in any proceeding not to have acted in good faith or in the reasonable belief that the action was in the best interests of the Company, or unless such indemnification is precluded by law, public policy, or in the judgment of the Company's Board of Directors, such indemnification is being sought as a result of your actions which were either: (i) grossly negligent; (ii) reflective of your misconduct; (iii) in violation of rules, regulations or laws applicable to the Company; or (iv) in disregard of Company's policies.

11. Full-Time Position . You agree that your employment hereunder will be full time, to the exclusion of any other employment that would impede your full-time duties hereunder, and you further agree during working hours to devote your full and undivided time, energy, knowledge, skill and ability exclusively to the operation, transactions, and development of the Company's interests unless otherwise agreed in writing. You will conscientiously and diligently perform all required acts and duties to the best of your ability, and in a manner satisfactory to the Company. You will faithfully discharge all responsibilities and duties entrusted to you.

12. Confidentiality, Non-Competition and Non-Solicitation . In recognition of the matter of trust and fiduciary capacity in which you will be employed by the Company, you will be expected, during your term of employment and thereafter, not to disclose to any third party any "Confidential Information" you receive relative to the Company. For this purpose, the term Confidential Information includes information relative to the Company's method of operations, customer base, strategies and objectives, pricing information, financial information, proprietary or licensed data, identity of vendors utilized by the Company, computer programs, system documentation, product offerings, software or hardware, manuals, formulae, processes, methods, inventions or other information or materials relating to the Company's affairs that are not otherwise publicly available. You also acknowledge that such Confidential Information constitutes a major asset of the Company, and that the use, misappropriation or disclosure of Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company and that it is essential for the protection of the Company's goodwill and maintenance of the Company's competitive position that the Confidential Information be kept secret and that you neither disclose the Confidential Information to others nor use the Confidential Information to your own advantage or to the advantage of others. In addition, you shall not: (i) engage in any activities that may be viewed as competitive with the Company during your employment and any period in which severance payments are made or offered to you (which in the case of a lump sum payment, includes any period of salary continuation over which the payment was to have related) and (ii) for a period of 12 months following employment, directly or indirectly, solicit any business from, or relationships with, any past, present or prospective employees, customers or suppliers of the Company.

13. Code Section 409A .

(a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Code Section 409A and the regulations promulgated thereunder) may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Code Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(b) To the extent required by Code Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Employee on account of his separation from service until the first to occur of (i) the date of the Employee’s death or (ii) the date which is one day after the six (6) month anniversary of his separation from service, and in either case only if he is a “specified employee” (as defined under Code Section 409A(a)(2)(B)(i) and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the first to occur of the two dates specified in such immediately preceding sentence.

(c) Any payment of Non-Qualified Deferred Compensation made under this Agreement pursuant to a voluntary or involuntary termination of the Employee’s employment with the Company shall be withheld until the Employee incurs both (i) a termination of his employment relationship with the Company and (ii) the first instance of a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h).

(d) The preceding provisions of this paragraph 13 shall not be construed as a guarantee by the Company of any particular tax effect to the Employee under this Agreement, under any plan or program sponsored or maintained by the Company or under any other agreement by and between the Employee and the Company. The Company shall not be liable to the Employee for any additional tax, penalty or interest imposed under Code Section 409A nor for reporting in good faith any payment made under this Agreement or under any such other plan, program or agreement as an amount includible in gross income under Code Section 409A.

14. Developments . You acknowledge that the Company will be the sole owner of all the results and products of your work efforts, including all written, audio and/or visual materials relating to the Company's business (collectively, the "Developments") which you develop or create during the term of your employment, either alone or with others and whether or not during normal business hours. You acknowledge that all copyrightable Developments will be considered works "made for hire" or commissioned works under the Federal Copyright Act. You hereby assign all such Developments to the Company, and agree that you will execute or cooperate with the Company in any copyright or patent applications, and do all other acts, as the Company reasonably deems necessary to establish, protect, enforce or defend the Company's right, title and interest in such Developments.

15. Injunctive Relief . You acknowledge that irreparable injury or damage shall result to the Company in the event of a breach or threatened breach by you of Sections 12 or 14 of this offer letter and that the Company shall be entitled to an injunction restraining you from engaging in any activity constituting such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company at law or in equity for breach or threatened breach of Sections 12 or 14 of this offer letter, including but not limited to, the recovery of damages from you and, the termination of your employment with the Company for cause in accordance with the terms and provisions of this offer letter.

16. Validity . If any provision, or portion thereof, of this offer letter is deemed by a court of competent jurisdiction to be unenforceable, illegal or in conflict with any federal, state or local law, the validity of the remaining terms and provisions of this offer letter shall continue to exist and remain in full force and effect.

17. No Prior Agreements . In order to induce the Company to offer you this position of employment, you are hereby confirming for us that you are not a party to or otherwise subject to or bound by the terms of any contract, agreement or understanding that in any manner would limit or otherwise affect your ability to perform your obligations hereunder. You further represent and warrant that your employment by the Company would not under any circumstances require you to disclose or use any Confidential Information belonging to any third parties, or to engage in any conduct which may potentially interfere with contractual, statutory or common-law rights of third parties.

18. Entire Agreement . Except as set forth in this offer letter regarding previously granted stock options, the terms of this offer letter constitute the complete and exclusive agreement among the parties and supersedes all proposals, oral and written, and other communications between the parties relating to the subject matter hereof.

19. Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. Any dispute arising between the parties relating in any manner to this Agreement shall be brought in a federal or state court located in Seattle, Washington.

20. Counterparts . This offer of employment may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute the same instrument. Each party agrees to be bound by its own telecopy or facsimile signature, and agrees that it accepts the telecopy or facsimile signature of the other party hereto.

If you agree to accept the terms of this offer of employment, would you kindly sign this letter and return it to us by no later than your start date.

	RADIANT LOGISTICS, INC.


	By:	/s/ Bohn Crain
		Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Dan Stegemoller		Date:	May 14, 2012
Mr. Dan Stegemoller

Exhibit 10.2

May 14, 2012

Mr. Todd Macomber

c/o 405 114 ^th Avenue SE
Third Floor
Bellevue, WA 98004

Re:

Employment Agreement

Dear Todd:

Radiant Logistics, Inc. (the "Company") is pleased to confirm your conditions of employment with the Company as follows:

1. Position and Commencement Date . As the Company’s Senior Vice President and Chief Financial Officer, you will perform duties consistent with the position as well as such other duties as may be assigned to you from time to time by the CEO of the Company, to whom you will directly report. Your position will be in the Bellevue, Washington office of the Company.

2. Payable Compensation . You will be employed at a base annual salary of $200,000, payable, subject to applicable tax withholdings and otherwise in accordance with payroll practices adopted by the Company from time to time. Your base salary will be evaluated for adjustment on an annual basis. In addition to your base salary, you will be eligible to participate in the Company’s 2005 Stock Incentive Plan. ("Stock Incentive Plan") and the Company's annual incentive compensation program as set forth in this Agreement:

3. Discretionary Bonus Arrangement . The amount of your bonus, if any, will be determined in the sole discretion of the Company, with a target of 35% of your base compensation if all individual and Company management business objectives are achieved. The bonus would be based upon management's subjective view of a combination of (i) your individual contribution to the Company and (ii) the overall performance of the Company. This bonus may be paid in cash, Company stock or options in Company common stock at the discretion of the Company.

4. Stock Incentive Program . As an existing employee you have been granted equity pursuant to the Company’s Stock Incentive Plan. The terms of these equity grants will not change from those set out when granted. Additional equity may be awarded from time to time at the sole discretion of the Company.

5. Benefits . As an employee of the Company, you will also be eligible to participate in such life insurance, hospitalization, major medical and other health and other benefits generally offered by the Company to its employees in your general job classification level. This presently includes participation in the Company's medical and dental insurance plans, however, these benefit programs are subject to termination or modification from time-to-time. You will also be eligible for a car allowance benefit and to participate in the Company’s 401K plan, subject to its terms.

9. Severance . Should your employment be terminated as a result of: (i) your death; (ii) an illness or disability that the Company, in its sole discretion, determines prevents you from carrying out your employment duties; (iii) by the Company for no cause, i.e., if the termination was not a result of any misconduct on your part, then you will be entitled to receive severance payments from the Company in the form of salary continuation at your base salary level prior to such termination, plus a continuation of the basic health and medical benefits to which you were entitled at the time of such termination during the period of such severance payments. The severance payments shall continue for a period of 6 months from the date of your termination under this Section. However, should your employment be terminated by the Company for no cause or by you for Good Reason (as hereinafter defined), either of which occur within nine months following a Change of Control, then: (i) the severance payments will continue instead for a period of 12 months from the date of your termination under this Section; and (ii) the vesting of any and all Stock Options or other such grants or awards shall be deemed to have been accelerated as of the date of such termination to include the period for which such severance payments shall cover ( i.e., for a period of 12 months of service). “Good Reason” for purposes of this offer letter is (i) a breach of this offer letter by the Company; or (ii) a reduction in your salary without your consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated senior vice presidents of the Company. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless and until you have given the Company thirty (30) days' written notice and an opportunity to cure. I n the event of a conflict between the terms and conditions of the stock option and this offer letter, the terms and conditions of this offer letter shall prevail. As a condition to the receipt of any severance payments from the Company, you shall be required to execute a separation agreement that shall include the broadest form of a waiver and release of all claims against the Company. For the purposes of this Section, a "Change of Control" shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, except to an entity controlled directly or indirectly by the Company, or a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws.

13. Code Section 409A .

14. Developments . You acknowledge that the Company will be the sole owner of all the results and products of your work efforts, including all written, audio and/or visual materials relating to the Company's business (collectively, the "Developments") that you develop or create during the term of your employment, either alone or with others and whether or not during normal business hours. You acknowledge that all copyrightable Developments will be considered works "made for hire" or commissioned works under the Federal Copyright Act. You hereby assign all such Developments to the Company, and agree that you will execute or cooperate with the Company in any copyright or patent applications, and do all other acts, as the Company reasonably deems necessary to establish, protect, enforce or defend the Company's right, title and interest in such Developments.

If you agree to accept the terms of this offer of employment, would you kindly sign this letter and return it to us by no later than your start date.

	RADIANT LOGISTICS, INC.


	By:	/s/ Bohn Crain
		Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Todd Macomber		Date:	May 14, 2012
Todd Macomber

Exhibit 10.3

May 14, 2012

Alesia Pinney
c/o 405 114 ^th Avenue SE
Third Floor
Bellevue, WA 98004

Re:

Employment Agreement

Dear Alesia:

Radiant Logistics, Inc. (the "Company") is pleased to confirm your conditions of employment with the Company.

1. Position and Commencement Date . As the Company’s Senior Vice-President, General Counsel and Secretary, you will perform duties consistent with the position as well as such other duties as may be assigned to you from time to time by the CEO of the Company, to whom you will directly report. Your position will be in the Bellevue, Washington office of the Company.

2. Compensation . You will be employed at a base annual salary of $200,000, payable, subject to applicable tax withholdings and otherwise in accordance with payroll practices adopted by the Company from time to time. Your base salary will be evaluated for adjustment on an annual basis. In addition to your base salary, you will be eligible to participate in the Company's stock option program and the Company's annual incentive compensation program in the following manner:

3. Sign On Time Bonus and Discretionary Bonus Arrangement . You will be eligible for a sign on bonus equal to $24,000, payable ratably on a monthly basis for the twelve months beginning with your first month of employment. The amount of your discretionary bonus, if any, will be determined in the sole discretion of the Company, with an initial target of 35% of your annual base compensation if all individual and Company performance targets, as may be agreed from time-to-time, are achieved. The bonus will be based upon management's subjective view of a combination of (i) your individual contribution to the Company and, (ii) the overall performance of the Company.

4. Stock Option Program . You will be granted one or more non-qualified stock option(s) (“the Options”) to purchase an aggregate of 250,000 shares of the Company's common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NYSE AMEX on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NYSE AMEX first preceding the date of grant. The grant shall be made by the Board of Directors and the date of grant shall be set by the Board of Directors. Options to purchase 150,000 shares of the Company’s common stock (“First Option”) shall be granted to you subject to a grant date as of the effective date of this offer letter (“Effective Date of Offer Letter”). Subject to the accelerated vesting provisions set forth herein, the First Option shall vest as to one- fifth of the shares subject thereto one year from the grant date of such First Option and shall vest ratably each year thereafter over the four (4) year period commencing on the first anniversary of the grant date of such First Option, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The balance of the Options (“Second Option”) shall be granted to you as of the grant date corresponding to such earliest date that the Company secures stockholder approval for an amendment of its existing, or creation of a new, incentive stock option plan authorizing the issuance of additional stock options sufficient to at least cover such grant. Subject to the accelerated vesting provisions set forth herein, the Second Option shall vest as to one- fifth of the shares subject thereto one year from the Effective Date of Offer Letter and shall vest ratably each year thereafter over the four (4) year period commencing on the first anniversary of the Effective Date of Offer Letter, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The First and Second Options shall be subject to the terms and conditions of the Company’s incentive stock plan in effect at the time of the grant and the Stock Option Agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Option and this offer letter, the terms and conditions of this offer letter shall prevail.

6. Vacations and Holidays . You will be entitled to receive at least 2 weeks of paid vacation in each calendar year, depending on your years of service. Such vacation to be taken in accordance with company policies and at times that do not unreasonably interfere with the performance of your duties as assigned.

9. Severance . Provided you have been employed by the Company for six months, should your employment be terminated as a result of: (i) your death; (ii) an illness or disability that the Company, in its sole discretion, determines prevents you from carrying out your employment duties; (iii) by the Company for no cause, i.e., if the termination was not a result of any misconduct on your part, then you will be entitled to receive severance payments from the Company in the form of salary continuation at your base salary level prior to such termination, plus a continuation of the medical benefits and car allowance benefits to which you were entitled at the time of such termination during the period of such severance payments. The severance payments shall continue for a period of 6 months from the date of your termination under this Section. However, should your employment be terminated by the Company for no cause or by you for Good Reason (as hereinafter defined), either of which occur within nine months following a Change of Control, then: (i) the severance payments will continue instead for a period of 12 months from the date of your termination under this Section; and (ii) the vesting of any and all Stock Options or other such grants or awards shall be deemed to have been accelerated as of the date of such termination to include the period for which such severance payments shall cover ( i.e. , for a period of 12 months of service). “Good Reason” for purposes of this offer letter is (i) a breach of this offer letter by the Company; or (ii), a reduction in your salary without your consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated senior vice presidents of the Company. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless and until you have given the Company thirty (30) days' written notice and an opportunity to cure. As a condition to the receipt of any severance payments from the Company, you shall be required to execute a separation agreement that shall include the broadest form of a waiver and release of all claims against the Company. For the purposes of this Section, a "Change of Control" shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, except to an entity controlled directly or indirectly by the Company, or a merger, consolidation or other reorganization of the Company in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws.

11. Full-Time Position . You agree that your employment hereunder will be full time, to the exclusion of any other employment that would impede your full-time duties hereunder. You will conscientiously and diligently perform all required acts and duties to the best of your ability, and in a manner satisfactory to the Company. You will faithfully discharge all responsibilities and duties entrusted to you.

13. Code Section 409A .

18. Entire Agreement . The terms of this offer letter constitute the complete and exclusive agreement among the parties and supersedes all proposals, oral and written, and other communications between the parties relating to the subject matter hereof.

If you agree to accept the terms of this offer of employment, would you kindly sign this letter and return it to us by no later than your start date.

	RADIANT LOGISTICS, INC.


	By:	/s/ Bohn Crain
		Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED BY:

/s/ Alesia Pinney		Date:	May 14, 2012
Alesia Pinney

Exhibit 10.4

OPERATING AGREEMENT

RADIANT LOGISTICS PARTNERS LLC

(a Delaware Limited Liability Company)

Effective Date: June 28, 2006

OPERATING AGREEMENT
OF
RADIANT LOGISTICS pARTNERS llc

(A Delaware Limited Liability Company)

table of contents

SECTION 1 DEFINITIONS	3

SECTION 2 FORMATION	6

SECTION 3 BUSINESS OF COMPANY	6

SECTION 4 CAPITAL CONTRIBUTIONS	7

SECTION 5 RIGHTS AND DUTIES OF MANAGEMENT	8

SECTION 6 RIGHTS AND OBLIGATIONS OF MEMBERS	10

SECTION 7 ACCOUNTING AND TAX MATTERS	11

SECTION 8 DISTRIBUTIONS	12

SECTION 9 ALLOCATIONS	13

SECTION 10 TRANSFERS OF MEMBERSHIP INTERESTS; ADDITIONAL MEMBERS	13

SECTION 11 DISSOLUTION	14

SECTION 12 AMENDMENT	15

SECTION 13 MISCELLANEOUS	15

THIS OPERATING AGREEMENT is made and entered into effective as of June 28, 2006, by and between the following members:

Radiant Capital Partners LLC, with offices at 1227 120th Avenue, NE, Bellevue, WA 98005 (" CAPITAL PARTNERS "); and

Airgroup Corporation, with offices at 1227 120th Avenue, NE, Bellevue, WA 98005 (" AIRGROUP ") (each a " Member " or collectively, the " Members ").

W I T N E S S E T H:

WHEREAS , the Members desire to form a limited liability company under the laws of the State of Delaware (hereinafter called the " Company ") and;

WHEREAS , the Members wish to set forth the agreed upon terms and conditions governing the management, operations and affairs of the Company.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants and premises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties named above, the parties to this Agreement, intending to be legally bound by this Agreement agree as follows:

SECTION 1
DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

1.01 " Accountants " shall mean the firm of independent certified public accountants designated by the Manager from time to time to serve as the accountants for the Company.

1.02 " Act " shall mean the Delaware Limited Liability Company Act as amended from time to time.

1.03 " Affiliate " shall mean (i) any Person directly or indirectly controlling, controlled by or under common control with the referenced Person; (ii) any Person which has a ten (10%) percent or more beneficial or voting, interest in the referenced Person or any Person in which the referenced Person has a ten (10%) percent or more beneficial or voting interest; (iii) any officer or director of or partner or member in either the referenced Person or any Person described in (i) or (ii) above; and (iv) any Person who would be a related taxpayer to the referenced Person under Code Section 267. For purposes of the above, the term "control" (including "controlling" and "controlled") shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract, or otherwise.

1.04 " Agreemen t" shall mean this Operating Agreement.

1.05 " Bankruptcy " shall be deemed to have occurred as to a Person when (i) such Person shall have commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended or replaced, or under any other applicable federal or state bankruptcy or insolvency law, or (ii) a decree or order for relief under any of such laws shall have been entered by any court having jurisdiction in the premises in respect of such Person, or a receiver, liquidator, assignee, custodian, trustee or similar official shall have been appointed for such Person or any substantial part of such Person's property, or the winding-up or liquidation of such Person's affairs shall have been ordered, and in connection with the foregoing provisions of this clause (ii) either such Person shall have applied for or consented to such decree, order or appointment or such decree, order or appointment shall have continued unstayed and in effect for a period of ninety (90) days (whether or not consecutive), or (iii) such Person shall have made an assignment for the benefit of creditors, or (iv) such Person shall have generally admitted in writing the inability to pay its, his or their debts as such debts become due.

1.06 " Capital Account " as of any given date shall mean the capital contribution to the Company by a Member as adjusted from time to time pursuant to Section 7.06 below.

1.07 " Certificate of Formation " shall mean the Certificate of Formation of the Company as filed with the Delaware Secretary of State as the same may be amended from time to time.

1.08 " Code " shall mean the Internal Revenue Code of 1986, as it may be amended or replaced from time to time.

1.09 " Company " shall mean the limited liability company formed pursuant to this Agreement.

1.10 “ Distributable Cash " shall mean the gross cash proceeds, revenues and funds received by the Company from Company operations, sales, other dispositions, financings and refinancings or any other source plus any reduction in Reserves previously established, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company; (ii) all cash expenditures incurred incident to the normal operation of the Company, including but not limited to expenses, capital improvements, replacements, distributions and contingencies; and (iii) such Reserves as the Manager deems reasonably necessary for the proper operation of the Company's business. Distributable Cash shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances.

1.11 " Effective Date " shall mean June 28, 2006.

1.12 " Event of Dissolution " shall have the meaning provided in Section 11.01.

1.13 " Excess Distributable Cash " shall mean an amount determined for each taxable year of the Company equal to the excess of the Distributable Cash of the Company for such year minus fifty percent (50%) of the taxable income of the Company for such year.

1.14 Intentionally Deleted .

1.15 Intentionally Deleted.

1.16 " Indemnified Party " shall have the meaning provided in Section 6.05.

1.17 " Indemnifying Party " shall have the meaning provided in Section 6.05.

1.18 " Liquidating Trustee " shall have the meaning provided in Section 11.02.

1.19 " Manager " shall have the meaning provided in Section 5.01.

1.20 " Member " shall mean each of the parties who execute this Agreement as a Member and each of the parties who hereafter become Members. A Manager shall have all the rights of a Member with respect to such Membership Interest, and the term "Member" as used herein shall include the Manager to the extent he owns or has purchased any such Membership Interest in the Company.

1.21 " Member Loans " shall mean any financing provided by a Member pursuant to Section 4.05.

1.22 "Membership Interest" shall refer to a Member's entire right, title and interest in the Company and shall include a Member's right to share in the Profits and Losses, the right to receive distributions of Company assets and the right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement and the Act.

1.23 " Minimum Gain " shall mean the amount of gain that would be recognized by the Company if property encumbered by a Nonrecourse Debt was transferred in full satisfaction of such debt and as otherwise set forth in Regulation Section 1.704-2 (i)(3).

1.24 "Person " shall mean any person, firm, corporation, general partnership, limited partnership, limited liability company, association, company, trust, estate, custodian, nominee, joint venture, foreign business organization or other individual or entity.

1.25 " Profits " and " Losses " shall mean amounts equal to the corresponding items of income, gain, deductions, credits and losses in the aggregate or separately stated, as appropriate, determined in accordance with tax basis accounting principles and used to complete the Company's information tax returns filed for federal income tax purposes, except that: (i) such items of income, gain, deductions and losses with respect to assets contributed by a Member to the Company or owned by the Company if and when the Members' Capital Accounts are revalued, shall be computed by reference to such assets' fair market value, determined by the Members, at the time of such contribution or revaluation, all as provided in the Regulations under Section 704(b) of the Code; (ii) Profits shall also include tax-exempt income of the Company under Code Section 705(a)(1)(B); and (iii) Losses shall include expenditures of the Company described in Code Section 705(a)(2)(B) and expenditures which are characterized as Section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b) or any successor thereto. The Manager shall determine such Profits and Losses with the assistance of the Accountants.

1.26 " Regulations " shall mean the proposed, final or temporary regulations promulgated by the United States Treasury Department under the Code and as in effect as of the date of the filing of the Certificate of Formation and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

1.27 " Regulatory Allocations " shall have the meaning provided in Section 9.02.

1.28 " Reserves " shall have the meaning provided in Section 8.03.

1.29 " Transfer " shall mean any sale, assignment, hypothecation, mortgage, pledge, encumbrance or other transfer or disposition.

SECTION 2
FORMATION

2.01 Formation . The Members join together pursuant to this Agreement as a "limited liability company" as of the Effective Date. On April 19, 2006 (the "Filing Date"), the Company was formed as a Delaware limited liability company by filing a certificate of formation in the Office of the Delaware Secretary of State in accordance with the Act. No Membership Interests have heretofore been issued, and heretofore the Company has had no assets or liabilities. The Company shall conduct business as a limited liability company pursuant to the terms of this Agreement and the provisions of all applicable law.

2.02 Name . The business and affairs of the Company shall be conducted under the name RADIANT LOGISTICS PARTNERS LLC and such name shall be used at all times in connection with the business and affairs of the Company.

2.03 Office . The Company shall maintain its principal office within the State of Washington at such location as may be designated by the Manager.

2.04 Registered Office and Registered Agent . The Company's initial registered office shall be at 108 West 13th Street, Wilmington, DE 19801, and the name of its initial registered agent at such address shall be Business Filings Incorporated. The registered office and registered agent of the Company may be changed from time to time by filing the address of the new registered and/or the name of the new registered agent with the Delaware Secretary of the State pursuant to the Act.

SECTION 3
BUSINESS OF COMPANY

3.01 Purpose . The purpose of the Company shall be to: (a) conduct business within the transportation and logistics industry; or in any other field or industry identified by the Manager and agreed to by the Members, (b) to exercise all other powers necessary to or reasonably connected with the Company's business which may be legally exercised by a limited liability company under the Act; and (c) to engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

3.02 Other Businesses . This Agreement shall not prohibit any Member from conducting other businesses or activities not related to the Company without accounting to the Company or the other Member, whether or not such other businesses or activities, directly or indirectly, compete with the business of the Company. Further, no Member shall be liable or accountable to the Company or the other Members for failure to disclose or make available to the Company any business opportunity that a Member becomes aware of in its capacity as a Member or otherwise.

3.03 Title of Property . All tangible and intangible, real and personal property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, no Member shall have any ownership interest in such property in its individual name or right, and each Member's interest in the Company shall be personal property for all purposes.

3.04 Term . The term of the Company shall commence on the Filing Date and shall continue perpetually until the winding up and liquidation of the Company in accordance with Section 11.01.

SECTION 4
CAPITAL CONTRIBUTIONS

4.01 Member's Initial Capital Contributions . Upon the execution of this Agreement, each Member shall make an initial capital contribution as set forth on Exhibit "A". Each Member shall contribute to the capital of the Company at the time and in the manner provided in this Agreement.

4.02 Additional Contributions . From time to time after the Effective Date, the Manager may require the Members to make additional capital contributions to the extent that the Manager determines that such additional capital contributions are reasonably necessary or appropriate in connection with the conduct of the Company's business (including without limitation, expansion and diversion). Any such additional contribution shall be in proportion to the Members' then existing capital accounts. A Member may not make an additional capital contribution without the consent of the Manager.

4.03 No Other Contributions . No Member shall be required to make any additional capital contributions to the Company not specifically required by Sections 4.01 and 4.02, unless otherwise required pursuant to this Agreement, and, except as provided in such Sections, shall not be obligated or required under any circumstances to restore the negative balance in its Capital Account.

4.04 No Interest . The Members shall not receive interest from the Company on any capital contributions at any time made to the Company or on the balance of their respective Capital Accounts.

4.05 Financing . To the extent of the Company obtains financing from unrelated third parties, at the request of the Manager, the Members shall agree to guarantee such financing in proportion to the Members' existing capital accounts.

4.06 No Priority . No Member shall be entitled to any Distributions from the Company or to withdraw or demand the return of any part of his capital contribution except as specifically provided for herein. No Member shall have the right to demand or receive property other than cash in return for his capital contribution or as a Distribution of income. No Member shall have priority over any other Member either as to the return of his capital contribution to the Company or as to any distributions except as specifically provided for herein.

SECTION 5
RIGHTS AND DUTIES OF MANAGEMENT

5.01 Number, Tenure and Qualifications of the Managers . The initial Manager of the Company shall consist of one individual (the "Manager"); provided, however, that the number of Managers may be increased or decreased from time to time by the unanimous vote of the Members. The Manager need not be a Member. The Members hereby agree and acknowledge that Bohn H. Crain is hereby elected as the initial Manager of the Company and by signing this Agreement he hereby acknowledges and accepts said position. Each Manager shall hold office until his successor or successors shall have been elected and qualified. The Members have the right to remove the Managers.

5.02 Intentionally Deleted .

5.03 General Powers of the Manager . The Manager shall be responsible for the operation of the Company's business and affairs in the ordinary course and shall have the full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, and to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, subject to the exceptions provided below:

(a) Limitations Imposed Elsewhere . Situations in which the express approval or consent of the Members is expressly required by this Agreement or by non-waivable provisions of applicable law;

(b) Acquisition of Property . The Company may not acquire Property from any Person without the affirmative vote of Members holding at least two-thirds (2/3) of all Membership Interests, and then only upon such terms and conditions as the Manager may determine and approve;

(c) Borrowing . The Company may not borrow money from banks, other lending institutions, Members, including the Manager, or Affiliates of the Manager without the affirmative vote of Members holding at least two-thirds (2/3) of all Membership Interests, and then only upon such terms and conditions as the Manager may determine and approve;

(d) Sale or Other Disposition of Company Property . The Company may not sell or otherwise dispose of any interest in real property or to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan without the affirmative vote of Members holding at least two-thirds (2/3) of all Membership Interests, and then only upon such terms and conditions as the Manager may determine and approve; and

(e) Merger or Consolidation . The Company may not merge or consolidate with other business entities without the affirmative vote of Members holding at least two-thirds (2/3) of all Membership Interests, and then only upon such terms and conditions as the Manager may determine and approve.

5.04 Employees . The Manager may from time to time cause the Company to employ any Persons to operate the business of the Company, including performing any function that a Manager would otherwise perform, and to pay such Person any fee that the Manager may determine to be reasonable.

5.05 No Exclusive Duty to Company . The Manager shall not be required to manage the Company as his sole and exclusive function and he may have other business interests and may engage on other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement and by virtue of being a Member of this Company, to share or participate in such other investments or activities of the Manager or to the income or proceeds derived therefrom. The Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture.

5.06 Bank Accounts . The Manager may from time to time open bank accounts in the name of the Company, and the Manager shall be the signatory thereon.

5.07 Company Indemnification . To the fullest extent permitted by law and the Act, the Company shall indemnify the Manager, the Members, Company employees and other agents for, and shall hold the Manager, Members, Company employees and other agents harmless from and against, any liability of the Manager, Members, Company employees and other agents to any Person arising or incurred in connection with the good faith discharge of the Manager's, Members', Company employees' and other agents' obligations under this Agreement, except for liability imposed on the Manager, Members, Company employees and other agents as a result of any fraudulent, criminal, or grossly negligent act or omission of or breach of this Agreement by the Manager, Members, Company employees and other agents, respectively.

5.08 Removal . At a meeting called expressly for that purpose, the Manager may be removed at any time, with or without cause, by the affirmative vote of the Members holding seventy five (75%) of Membership Interests. The removal of a Manager shall not affect his, her or its rights as a Member (if the Manager is a Member) and shall not constitute withdrawal of a Member.

5.09 Vacancies . Any vacancy occurring for any reason in the Manager may be filled by the affirmative vote of Members holding two-thirds (2/3) of the Membership Interests. A Manager elected to fill a vacancy shall be elected for the unexpired term of its predecessor in office and shall hold office until the expiration of such term and until its successor shall be elected and shall qualify or until its earlier death, resignation or removal.

5.10 Salaries . The Manager shall not receive a salary. However, in the future, any salary and other compensation of the Manager shall be fixed by an affirmative vote of the Members holding at least two-thirds (2/3) of Membership Interests, and no Manager shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a Member of the Company.

SECTION 6
RIGHTS AND OBLIGATIONS OF MEMBERS

6.01 General . Except in the capacity as a Manager, the Members shall not act in the name of or as the representative of the Company and shall not deal with the Company's assets in any way, and shall not incur any obligation for which the Company or the other Members will or may be liable, and the Members shall not otherwise bind the Company or the other Members, and any violation of this Paragraph 6.01 shall be deemed to constitute willful misconduct.

6.02 Limited Liability . Each Member's liability shall be limited as set forth in this Agreement, the Act and other applicable law, as each is amended from time to time.

6.03 List of Members . Upon written request of any Member, the Manager shall provide a list showing the names, addresses and Membership Interests of all Members.

6.04 Other Compensation . No Member shall be entitled to any fees, commissions or other compensation from the Company for any services rendered to or performed for the Company, except as specifically provided in this Agreement or as approved by written consent of the Manager.

6.05 Member Indemnification. Each Member and the Manager (the "Indemnifying Party") shall indemnify the Company and each other Member and the Manager (the "Indemnified Party") for, and shall hold the Indemnified Party harmless from and against, any and all liability to any Person incurred by the Indemnified Party by reason of any fraudulent, criminal or grossly negligent act or omission of or breach of this Agreement by such Indemnifying Party or any of the shareholders, officers, agents, employees or Affiliates of such Indemnifying Party, and for, from and against all cost, expense and loss incurred by the Indemnified Party in connection with the liability.

6.06 Default . If a Member fails to perform any of its obligations under this Agreement or violates any of the terms of this Agreement (an "Event of Default"), the other Members shall have the right (in addition to all of its or their other rights and remedies under this Agreement, at law or in equity) to give the Member written notice of such default at any time prior to the curing of such default. Unless the Member cures such default within ten (10) days after receipt of such notice, then the Member shall be a "Defaulting Member" hereunder. If a Member is a Defaulting Member as that term is defined in this Section 6.06 or elsewhere in this Agreement, the other Members may do one or more of the following, at the same or different times, in addition to all of its or their other rights and remedies:

(a) bring any proceeding in the nature of specific performance, injunction or other equitable remedy, it being acknowledged by each of the Members that damages at law may be an inadequate remedy for an Event of Default under this Agreement and the Defaulting Member may be compelled to cure such default; and/or

(b) bring any action at law by or on behalf of the Member or the Company, individually or collectively, as may be permitted in order to recover damages and the Defaulting Member shall be liable for all damages suffered by the Company and the other Member as a result of such default.

SECTION 7
ACCOUNTING AND TAX MATTERS

7.01 Fiscal Year . The fiscal year of the Company shall be the calendar year.

7.02 Accounting Method . The books and records of the Company shall be maintained on the method of accounting chosen by the Manager and otherwise in accordance with tax basis accounting principles consistently applied and shall show all items of income and expense. The Manager shall maintain at the Company's principal office full and accurate books and records of the Company's business.

7.03 Records, Audits and Reports . At the expense of the Company, the Manager shall maintain records and accounts of all operations and expenditures of the Company. The Manager shall provide the Members on a periodic basis with a report of the Company's operations, which shall include income statements of the Company for such period and for the year to date, but no later than the end of the month succeeding such period. All such reports provided by the Manager shall be at the expense of the Company. Each Member shall maintain all information relating to the Company contained in such reports and books and records in strict confidence. Each Member making such examination, review, audit or copying shall bear all of the expenses incurred by such Member, the Manager and the Company in any such examination, review, audit and copying.

7.04 Tax Status . Each of the Members hereby recognizes that the Company will be recognized as a partnership for Federal and Delaware tax purposes and will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code. The Manager shall use all reasonable efforts to cause the Accountants to prepare and make timely filings of all tax returns and statements which the Accountants determine must be filed on behalf of the Company with any taxing authority or jurisdiction in which the Company does business. The Manager shall use all reasonable efforts to provide a copy of such returns and statements, or pertinent information therefrom, to each Member within a reasonable time after the end of the Company's fiscal year.

7.05 Tax Matters Member . The Manager shall be the "tax matters partner" for purposes of the Code and shall notify the Members of any audit or other matters of which the Manager is notified or becomes aware. All elections permitted to be made by the Company under federal and/or state laws shall be made by the Manager in accordance with Section 9.03 hereof.

7.06 Capital Accounts .

(a) A separate account (a "Capital Account") shall be established and maintained for each Member in accordance with Regulations Section 1.704-1(b) of the Code.

(b) The manner in which the Capital Accounts are to be maintained pursuant to this Section 7.06 is intended to comply with the requirements of Code Section 704(b) and the Regulations promulgated thereunder.

(c) Upon liquidation of the Company, liquidating distributions will be made in accordance with the relative Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs. The Company may offset damages for breach of this Agreement by a Member (either upon the withdrawal of the Member or the liquidation of the Company) against the amount otherwise distributable to such Member.

7.07 Payment of Expenses . At all times prior to the termination or dissolution of the Company, the cash proceeds of the Company, together with any net reduction in the reserves of the Company, shall be applied first to the payment of all taxes, debts and other obligations and liabilities (including the interest on and the principal of any loan owing to any Member thereof) of the Company which are then due and owing, and the establishment of reasonable reserves for contingent and future liabilities and distributions of the Company, as determined by the Manager.

7.08 Loans to Company . Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company by agreement with the Company.

SECTION 8
DISTRIBUTIONS

8.01 Membership Interests . The Members shall have the Membership Interests as set forth in Exhibit "A" attached hereto and made a part hereof.

8.02 Distributions of Distributable Cash . From time to time, but no less frequently than once a year, the Manager shall cause the Company to distribute the Distributable Cash of the Company to the Members, which distributions shall be made in proportion to the Members respective proportionate Membership Interests, determined immediately prior to such distribution. Notwithstanding the foregoing of this Section 8.02, distributions made upon the termination or dissolution of the Company shall be made in accordance with Section 11.02 of this Agreement.

8.03 Reserves . Notwithstanding anything to the contrary contained in Section 8.02, the Manager may defer the distribution of the Excess Distributable Cash and use such Excess Distributable Cash to establish reserves (the "Reserves") for the payment of Company expenses, debt payments, capital improvements, replacements, distribution, contingencies and all other purposes all as determined by the Manager.

8.04 Limitation Upon Distributions . No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to former Members on account of the Company's acquisition of their Membership Interests.

SECTION 9
ALLOCATIONS

9.01 Allocations . Except as otherwise provided herein, all items of Profits and Losses shall be allocated to the Members in proportion to their Membership Interests.

9.02 Allocation Rules . The following special allocations shall be made in the following order:

(a) Determination Generally . The profits, losses and credits of the Company shall be determined for each fiscal year in accordance with the accounting method adopted by the Company for federal income tax purposes. Where the accounting method adopted by the Company for federal income tax purposes provides no rule regarding a specific transaction, the transaction shall be accounted for in accordance with sound accounting procedures applied in a consistent manner.

(b) Income Characterization . For purposes of determining the character (as ordinary income or capital gain) of any profit allocated to a Member, the portion of such profit that is treated as ordinary income attributable to the recapture of depreciation, if any, shall be allocated among the Members in the proportion that the amount of depreciation, if any, previously allocated to each Member relating to Company assets or property bears to the total of such depreciation allocated to all Members.

(c) Allocation of Other Items. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year.

(d) Binding Effects . The Members are aware of the income tax consequences of the allocations made by this Section and hereby agree to be bound by the provisions of this Section in reporting their shares of Company Profits and Losses for income tax purposes.

9.03 Election . The Manager shall make all elections for federal income tax purposes.

SECTION 10
TRANSFERS OF MEMBERSHIP INTERESTS; ADDITIONAL MEMBERS

10.01 Transfers of Membership Interests . No Member may Transfer all or any part of its Membership Interest (including without limitation any Transfer between Members) unless and until such Transfer has been approved in writing by the affirmative vote of the Members holding two-thirds (2/3) of all Membership Interests (other than Defaulting Members). Any purported Transfer made in violation of this Section 10.01 shall be void ab initio and without effect. Any Member who purports to Transfer all or any part of its Membership Interest in violation of this Section 10.01 shall be deemed to be a "Defaulting Member."

10.02 Withdrawals . No Member may otherwise withdraw from the Company unless and until such withdrawal has been approved in writing by all of the Members (other than Defaulting Members). Any other provision of this Agreement to the contrary notwithstanding, if a Member dissolves or otherwise withdraws from the Company without such approval, such Member shall thereafter be deemed to be a "Defaulting Member."

10.03 Additional Members . From the date of the formation of the Company, any Person acceptable to the Members by the affirmative vote of the Members holding two- thirds (2/3) of all the Membership Interests may become a Member in this Company either by the issuance by the Company of a Membership Interest for such consideration as the Members by the affirmative vote of the Members holding two-thirds (2/3) of all the Membership Interests shall determine, or as a transferee of a Member's Membership Interest or any portion thereof, subject to the terms and conditions of this Agreement. No new Members shall be entitled to any retroactive allocation of income, losses or expense deductions incurred by the Company. The Manager may at the time a new Member is admitted, close the Company's books (as though the Company's tax year had ended) or make pro rata allocations of income, loss and expense deductions to a new Member for that portion of the Company's tax year in which the new Member was admitted in accordance with the provisions of Code Section 706(d) and the Regulations thereunder.

SECTION 11
DISSOLUTION

11.01 Events of Dissolution. The Company shall continue until dissolved upon the earliest to occur of the following events (the "Events of Dissolution"):

(a) the sale, exchange, or other disposition by the Company of all or substantially all of the Company's assets; or

(b) the affirmative vote of the Members holding two-thirds (2/3) of all the Membership Interests (other than Defaulting Members) to terminate and dissolve the Company; or

11.02 Liquidating Distributions . Upon an Event of Dissolution, a Person designated by the Manager or, if there are no Manager, a Person designated by the Members (the "Liquidating Trustee") shall take full account of the assets and liabilities of the Company as of the date of such Event of Dissolution and shall proceed with reasonable promptness to liquidate the Company's assets and terminate its business in accordance with the Act. The cash proceeds from such liquidation, together with any other net assets of the Company, shall be applied first to the payment of items described in Section 7.07, Payment of Expenses, including all items relating to such liquidation and all reserves that the Liquidating Trustee determines, in its discretion, to be appropriate. Amounts remaining after such payments and reserves have been made, shall be distributed to the Members in proportion to their respective Membership Interests.

11.03 Tax Termination . In the event of a termination of the Company for federal income tax purposes under Section 708 of the Code resulting from the transfer of an interest in the Company, the Company shall nevertheless remain in full force and effect hereunder and the Capital Accounts shall govern the constructive liquidation for federal income tax purposes and new Capital Accounts shall be redetermined in accordance with Section 7.06.

11.04 Certificate of Cancellation . As soon as possible following the occurrence of an Event of Dissolution specified in Section 11.01, the appropriate representative of the Company shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of the State in accordance with the Act and file such Certificate of Cancellation with Office of the Delaware Secretary of State to dissolve the Company.

11.05 Effect of Filing of Certificate of Cancellation . Upon the filing by the Delaware Secretary of the Commonwealth of a statement of intent to dissolve, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a Certificate of Cancellation has been certified and issued by the Delaware Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

SECTION 12
AMENDMENT

12.01 Amendments . This Agreement may be amended at any time upon the written consent of the Members holding at least two-thirds (2/3) of all Membership Interests.

12.02 Communication . The Manager shall promptly communicate any amendment to any Member who has not provided his or her written consent to the amendment, but the Manager's failure to do so shall not in any way invalidate the amendment(s) nor render any such amendment unenforceable.

SECTION 13
MISCELLANEOUS

13.01 Notices . Unless otherwise provided in this Agreement, notices shall be deemed given if in writing and either delivered personally (with receipt acknowledged) or mailed certified mail, return receipt requested, postage prepaid, to the Member to whom the notice is to be given at such Member's address as set forth in the first paragraph of this Agreement or such other address designated by such Member to the Manager by notice hereunder.

13.02 Waiver . No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by any other Member of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other Member of the same or any other obligation of such Member hereunder. Failure on the part of a Member to complain of any act or failure to act of any other Member or to declare such other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by such Member of its rights hereunder.

13.03 Severability . If any of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

13.04 Binding Agreement . Subject to the restrictions on Transfers set forth herein, this Agreement shall inure to the benefit of and be binding upon the Members and their respective heirs, executors, legal representatives, successors and assigns. None of the provisions of this Agreement is intended to be, nor shall the provisions be construed to be, for the benefit of any third party. Whenever, in this Agreement, a reference to any party or Member is made, such reference shall be deemed to include a reference to the permitted heirs, executors, legal representatives, successors and assigns of such party or Member.

13.05 Additional Remedies . The rights and remedies of any Member hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing herein contained is intended to, nor shall it, limit or affect any other rights in, equity or any rights at law or by statute or otherwise of any party aggrieved as against the other for breach or threatened breach of any provision hereof, it being the intention of this Section 13.05 to make clear the agreement of the Members that the respective rights and obligations of the Members hereunder shall be enforceable in equity as well as at law or otherwise.

13.06 Further Actions . Each of the Members hereby agrees to hereafter execute and deliver such further instruments and do such further acts and things as may be required or appropriate to carry out the intent and purpose of this Agreement and which are not inconsistent with the terms hereof.

13.07 Prohibition Against Partition . Each of the Members hereby permanently waives and relinquishes any and all rights it may have to cause all or any part of any real property owned by the Company, or any other property or assets of the Company, to be partitioned, it being the intention of the Members to prohibit any Member from bringing a suit for partition against the other Members, or any of them.

13.08 Incorporation of Exhibits . The terms of the Exhibits to this Agreement are hereby incorporated in this Agreement by reference as though such Exhibits were fully set forth in this Agreement.

13.09 Use of Certain Terms . The definitions in Section 1 apply equally to both the singular and the plural; any pronoun shall include the corresponding masculine, feminine and neuter; the words "include" and "including" shall be deemed to be followed by the phrase "without limitation"; and the terms "hereof' and "herein" shall refer to the particular agreement or document in which such term appears.

13.10 Headings . All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or of any of the provisions thereof.

13.11 Counterparts . This Agreement may be executed in one or more counterparts with each such counterpart deemed to be an original hereof and all of such counterparts deemed to be one and the same Agreement.

13.12 Entire Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the Company. No variations, modifications or changes herein nor any waiver of any provision hereof shall be binding unless set forth in a document duly executed by or on behalf of each of the Members.

13.13 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than its rules as to conflicts of law to the extent that such rules would result in the application of the laws of some other jurisdiction).

IN WITNESS WHEREOF , the parties hereto executed this Agreement effective as of the Effective Date.

MEMBERS:		MANAGER

Radiant Capital Partners, LLC

/s/ Bohn H. Crain		/s/ Bohn H. Crain
By: Bohn H. Crain, CEO		By: Bohn H. Crain, CEO


Airgroup Corporation


/s/ William H. Moultrie
By: William H. Moultrie, President

EXHIBIT "A"

MEMBERS' INITIAL CAPITAL CONTRIBUTIONS

Name of Member	Initial Contribution	Membership Interest

Radiant Capital Partners LLC	$12,000.00	12 Units

Airgroup Corporation	$8,000.00	8 Units

Exhibit 10.5

Radiant

Discretionary Management Incentive Compensation Plan

INTRODUCTION

Radiant Logistics, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), hereby establishes an incentive compensation plan to be known as the “R adiant Discretionary Management Incentive Compensation Plan ” (hereinafter referred to as the “Plan”), as set forth in this document. The Plan permits the grant of incentive payments to eligible employees of the Corporation and of certain of the Corporation’s Subsidiaries.

The Plan shall become effective on July 1, 2012 and provides for a pay system that supports the Corporation’s business strategy and emphasizes pay-for-performance by tying reward opportunities to carefully determined and articulated performance goals at corporate, operating unit, business unit and/or individual levels.

The incentive payments described herein are discretionary in nature and may be reduced, at any time and in any amount, by the Board of Directors of the Corporation (in the case of payments that otherwise would be made to the Corporation’s Chief Executive Officer) and by the Chief Executive Officer of the Corporation (in the case of payments that otherwise would be made to any other Participant in the Plan).

Radiant Discretionary Management Incentive Compensation Plan

DEFINITIONS

For purposes of this Plan, the following terms shall be defined as follows unless the context clearly indicates otherwise:

(a) “ Board of Directors ” or “ Board ” shall mean the Board of Directors of the Corporation.

(b) “ Cause ” means (i) with respect to an individual who is party to a written agreement with the Corporation or any Subsidiary that contains a definition of “cause” or “for cause” or words of similar import for purposes of termination of service thereunder by the Corporation or any Subsidiary, “cause” or “for cause” as defined in such agreement; (ii) in all other cases (A) any violation of a law, rule or regulation other than minor traffic violations, including without limitation, any violation of the Foreign Corrupt Practices Act; (B) a breach of fiduciary duty for personal profit; (C) fraud, dishonesty or other acts of misconduct in the rendering of services on behalf of the Corporation (or any Subsidiary) or relating to the Employee’s employment; (D) misconduct by the Employee that would cause the Corporation or any Subsidiary to violate any state or federal law relating to sexual harassment or age, sex or other prohibited discrimination or any violation of written policy of the Corporation, a Subsidiary or any successor entity adopted in respect to such law; (E) failure to follow the Corporation’s or any Subsidiary’s work rules or the lawful instructions (written or otherwise) of the Board of Directors of the Corporation (or any Subsidiary) or a responsible executive to whom the Employee directly or indirectly reports, provided compliance with such directive was reasonably within the scope of the Employee’s duties and the Employee was given notice that his or her conduct could give rise to termination and such conduct is not, or could not be cured, within ten (10) days thereafter; or (F) any violation of a confidentiality or non-competition agreement or patent assignment agreement or any agreement relating to the Corporation’s or any Subsidiary’s protection of intellectual property rights.

(d) “ Committee ” shall mean the committee of one or more persons designated by the Board to serve as the Committee. The members of the Committee may, but need not, be Employees of the Corporation or members of the Board.

(e) “ Compensation ” shall mean a Participant’s base salary for a Plan Quarter with respect to which a Quarterly Incentive Award may become payable.

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Radiant Discretionary Management Incentive Compensation Plan

(f) “ Corporation ” shall mean Radiant Logistics, Inc., a Delaware corporation.

(g) “ Employee ” shall mean, with respect to any Plan Quarter, an individual designated by the Committee as a common-law employee of the Corporation or of any Subsidiary.

(h) “ Executive ” means an employee of the Corporation or of any Subsidiary whose compensation is subject to the deduction limitations set forth under Code Section 162(m).

(i) [Reserved]

(j) “ Outside Director ” shall mean a director of the Corporation who satisfies the definition of (i) “outside director” as set forth in Section 162(m) of the Code and the regulations promulgated thereunder and (ii) “independent director” as set forth in Section 803(A) of the NYSE/AMEX Listing Standards.

(k) “ Participant ” shall mean, with respect to any Plan Quarter, any Employee satisfying the participation provisions of Article III, hereof, for such Plan Quarter.

(m) “Plan Quarter” shall mean each consecutive three-month period (starting on July 1 ^st , October 1 ^st , January 1 ^st and April 1 ^st ) ending in a Plan Year.

(n) “ Plan Year ” shall mean each fiscal year of the Corporation ending on and after June 30, 2012 (a “Fiscal Year”); provided, however , that, for all purposes of this Plan, a Fiscal Year during which this Plan is terminated (and each subsequent Fiscal Year) shall not be considered to be a “Plan Year”.

(n) “ Quarterly Incentive Award ” shall mean the bonus payable to Participants with respect to each Plan Quarter pursuant to the provisions of Article IV, hereof.

(o) “ Subsidiary ” shall mean a corporation of which more than fifty percent (50%) of the aggregate of its outstanding voting securities are owned by the Corporation and which has adopted this Plan with the consent of the Board.

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Radiant Discretionary Management Incentive Compensation Plan

ADMINISTRATION

(a) Administration; Term of Office; Appointment of Chairperson. The Plan shall be administered by the Committee. Each member of the Committee shall hold office until the date that he or she resigns from the Committee or (if earlier) he or she is removed from membership on the Committee by action of the Board (or, if the members of the Committee are designated by the Board by reference to title, the date such individual ceases to serve in the position to which such title is assigned). In the event an individual for any reason ceases to be a member of the Committee, the Board shall appoint another qualified individual to serve on the Committee (or, if the members of the Committee are designated by title, the individual succeeding to such title shall automatically become a member of the Committee). The members of the Committee shall choose from among themselves one such member to serve as Chairperson of the Committee.

(b) Quorum and Manner of Acting . Except as hereinafter provided, a majority of the members of the entire Committee shall constitute a quorum for the transaction of business and the vote of a majority of the Committee members present at the time of the vote shall be the act of the Committee. In the absence of a quorum at any meeting of the Committee, a majority of the Committee members present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the Committee members who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other Committee members. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The Committee members shall act only as a Committee and the individual Committee members shall have no power as such. In the event any Committee member is disqualified from acting on a specific matter pursuant to Section 2(k) hereof, such individual shall not be taken into account in determining whether a quorum of the Committee exists for taking action with respect to such matter.

(c) Action Without a Meeting . Any action required or permitted to be taken by the Committee at a meeting may be taken without a meeting if all members of the Committee consent in writing to the adoption of a resolution authorizing such action. The resolution and written consents thereto by the members of the Committee shall be filed with the minutes of the proceedings of the Committee.

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Radiant Discretionary Management Incentive Compensation Plan

(d) Organization . At each meeting of the Committee, the Chairperson of the Committee, or in his or her absence or inability to act, another Committee member chosen by a majority of the Committee members present, shall act as chairperson of the meeting and preside thereat. Any person (who need not be a member of the Committee) appointed by the Chairperson of the Committee shall act as secretary of the meeting and keep the minutes thereof.

(e) Disqualification . Each member of the Committee shall be disqualified from acting as such with respect to all matters that concern such person individually (but not with respect to matters affecting a group of persons of which such person is merely a member).

(f) Responsibilities of the Committee . The Committee has all responsibilities for controlling and administering the Plan. Specifically, the Committee will have certain specific powers, responsibilities, and duties, including, but not necessarily limited to, the following:

(i)

To establish and enforce certain rules, regulations, and procedures as it deems necessary or proper for the efficient administration of the Plan;

(ii)

To interpret the Plan, with its interpretations made in good faith to be final and conclusive, and to decide all questions concerning the Plan;

(iii)

To determine the eligibility of any individual to participate in the Plan, and to require any person to furnish any information as it may request to properly administer the Plan as a condition to that person receiving any benefit under the Plan;

(iv)

To compute the amount of benefits that are payable to any Participant or beneficiary in accordance with the provisions of the Plan, and to determine the person or persons to whom those benefits will be paid;

(v)

To authorize the payment of benefits from the Plan;

(vi)

To establish the performance targets, goals and weightings that must be satisfied in order for a Quarterly Incentive Award to become payable hereunder; and

(vii)

To revise or amend the Appendices to this Plan.

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Radiant Discretionary Management Incentive Compensation Plan

III

ELIGIBILITY TO PARTICIPATE FOR A PLAN YEAR

Each individual who is an Employee of the Corporation, or of any Subsidiary, on a salaried basis and who is specifically appointed by the Board (by name or by reference to title) to participate in this Plan for a Plan Year shall be eligible to participate in the Plan for such Plan Year. No individual shall be entitled to participate in the Plan for any Plan Year solely because he or she is classified as an Employee for such Plan Year.

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Radiant Discretionary Management Incentive Compensation Plan

QUARTERLY INCENTIVE AWARDS

(a) Declaration of Quarterly Incentive Award . Subject to the provisions of Section 4(b) hereof, for each Plan Quarter with respect to which the Committee determines that Quarterly Incentive Awards are intended to be paid, the Corporation shall pay to each Employee who is a Participant for such Plan Quarter a Quarterly Incentive Award, if any, equal to his or her “Final Bonus” determined pursuant to the provisions of Section 4(c) (subject to the provisions of Section 4(e)).

(b) Payments of Quarterly Incentive Award . Payment of a Quarterly Incentive Award shall be made as follows: (i) for the first three Plan Quarters of a Plan Year, on the first payroll date following the filing with the United States Securities and Exchange Commission (the “SEC”) of the Corporation’s Form 10-Q for such Plan Quarter and (ii) for the last Plan Quarter (starting on April 1 ^st ) of a Plan Year, on the first payroll date following the filing with the SEC of the Corporation’s form 10-K for the related Plan Year. Notwithstanding any other provision of this Plan to the contrary, a Participant shall not be entitled to receive a Quarterly Incentive Award under this Plan for a Plan Quarter if, prior to the payment of such Quarterly Incentive Award he or she voluntarily terminates his or her employment with the Corporation or with any Subsidiary or his or her employment with the Corporation or with any Subsidiary is terminated for Cause, regardless of when the events giving rise to such termination occurred. In the case of a Participant who dies or whose employment with the Corporation and each Subsidiary is terminated due to his or her becoming “totally and permanently disabled” (as defined under the Corporation’s long-term disability program) during such Plan Quarter while actively employed by the Corporation or by any Subsidiary and prior to his or her engaging in any action or inaction that would satisfy the definition of “Cause” under this Plan, he or she (or in the case of his or her death, his or her spouse or, if he or she is not survived by his or her spouse, his or her estate) shall be entitled to payment, at the time and in the manner set forth above, of the Quarterly Incentive Award that otherwise would be payable to such Participant had he or she remained in the employ of the Corporation or with any Subsidiary through the end of the Plan Quarter and attained the Target “Total Goal Achievement Percentage” (as such term is described below) for such Plan Quarter . In the case of Participants who are Executives with respect to whom Section 162(m) of the Code will otherwise limit the deductibility of compensation paid to them for a Plan Year, no payment will be made under this Plan for any Plan Quarter included in such Plan Year until the Committee (composed solely of two or more Outside Directors) certifies that the applicable performance goals and targets utilized hereunder have been satisfied for such Plan Quarter.

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Radiant Discretionary Management Incentive Compensation Plan

(c) Determination of Amount of Quarterly Incentive Award . Subject to the provisions of Section 4(b) hereof, the amount of a Quarterly Incentive Award payable to a Participant with respect to a Plan Quarter shall be determined as follows:

I. Preliminary Bonus

(i)

Prior to the beginning of a Plan Year including a Plan Quarter with respect to which Quarterly Incentive Awards are expected to be paid, the Committee shall determine the target percentage of each Participant’s Compensation that initially is determined to be paid as Quarterly Incentive Awards for such Plan Year. Such percentage of Compensation is hereinafter referred to as the “Initial Target Bonus.” The Initial Target Bonus of each Participant (or of each class of Participant) is set forth in Table 1 of Appendix I to this Plan.

(ii)

Also prior to the beginning of each Plan Quarter, the Committee (composed of “independent directors” as such term is defined in Section 803(A) of the NYSE/AMEX Listing Standards) or, in the case of Participants who are not “officers” of the Corporation (within the meaning of the NYSE/AMEX Listing Standards), the CEO in conjunction with his management team, shall determine the goals, targets and weightings to which each Participant (or class of Participants) is subject, in part, to determine his bonus. Such goals, targets and weightings will be communicated to each Participant.

(iii)

At the end of each Plan Quarter the Committee shall determine the extent to which the targets related to each Participant’s goals have been satisfied for such Plan Quarter. This amount, expressed as a percentage of each Target, is called the individual “Goal Achievement Rating.” The individual Goal Achievement Rating is then multiplied by the related weighting assigned to it at the beginning of the Plan Quarter to determine the individual “Goal Achievement Percentage.” The Goal Achievement Percentages for all of the Goals will be summed to determine the “Total Goal Achievement Percentage” for the Participant. If the Total Goal Achievement Percentage is 50% or lower, his or her Total Goal Achievement Percentage will be deemed to be 0%.

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Radiant Discretionary Management Incentive Compensation Plan

(iv)

Each Participant’s Initial Target Bonus is then multiplied by his or her Total Goal Achievement Percentage to determine his or her “Preliminary Bonus.”

(v)

The Preliminary Bonuses of each of the Participants are then summed up to determine the “Aggregate Preliminary Bonuses.” Each Participant’s Preliminary Bonus will then be divided by the amount of the Aggregate Preliminary Bonuses to determine each such Participant’s “Preliminary Bonus Percentage.”

II. Quarterly Bonus Pool and Final Bonus

(i)

Prior to the beginning of each Plan Year, the Quarterly Bonus Pools for the various categories of Participants will be established by the Committee and set forth in Table 2 of Appendix I to this Plan.

(ii)

Each Participant’s “Final Bonus” for a Plan Quarter is then determined by multiplying the amount held in the Quarterly Bonus Pool to which the Participant is assigned in Table 2 of Appendix I to this Plan by each such Participant’s Preliminary Bonus Percentage.

(d) Performance Measures . With respect to those Plan Years beginning with the Plan Year in which the deduction limitations set forth under Code Section 162(m) will otherwise limit the aggregate Quarterly Incentive Awards granted hereunder (or any other compensation) to any Executive for such Plan Year, the declaration of Quarterly Incentive Awards and the factors set forth in the tables contained in Appendix I hereto shall be determined in advance of such Plan Year by Outside Directors to the extent they apply to Executives. Furthermore, the Goals to be used for purposes of grants to Executives shall be as follows, unless and until the Committee proposes for stockholder vote a change in such general Goals:

(i)

Total stockholder return (measured as the sum of the Corporation’s common stock (the “Common Stock”) appreciation and dividends declared).

(ii)

Return on invested capital in relation to target objectives.

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Radiant Discretionary Management Incentive Compensation Plan

(iii)

Share earnings/earnings growth in relation to target objectives.

(iv)

Cash flow/cash flow growth in relation to target objectives.

(v)

Cost of services to consumers in relation to target objectives.

In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

(e) Manner of Payment of Final Bonus . Each Participant’s Final Bonus for a Plan Quarter will be paid to him in the manner set forth in Table 3 of Appendix I to this Plan. To the extent part of a Participant’s Final Bonus is to be paid in the form of options to purchase shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), the number of shares of Common Stock subject to such options shall be determined by dividing the amount of his Final Bonus to be paid in stock options by the fair market value of one share of Common Stock determined as of the date the stock options are granted. Such number of shares subject to the stock options shall be increased, if applicable, by multiplying the number of shares of Common Stock that otherwise would be subject to acquisition under the stock options by the appropriate “Option Multiplier” set forth in Table 3 of Appendix I to this Plan. The stock options shall be granted under the Radiant Logistics, Inc. 2005 Stock Incentive Plan and/or under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan (the “Stock Plans”) sponsored by the Corporation and the determination of the fair market value of the Corporation’s Common Stock (as of the date of grant of the stock options) shall be made pursuant to the applicable provisions set forth in the appropriate Stock Plan or Plans.

(f) Discretionary Nature of Payments . Notwithstanding any other provision of this Plan to the contrary, the amount of a Participant’s Quarterly Incentive Award may be reduced in any amount and at any time (including a complete reduction to $0.00) by action of the Board (in the case of Quarterly Incentive Award payments that otherwise would have been made to the Corporation’s Chief Executive Officer) and by action of the Chief Executive Officer (in the case of Quarterly Incentive Award payments that otherwise would have been made to any other Participant).

(g) Clawback of Payments . Notwithstanding any provision of this Plan to the contrary, each Participant’s benefits paid hereunder may be subject to recoupment by the Corporation to the extent required under the applicable requirements of Section 304 of the Sarbanes-Oxley Act of 2002 and/or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each as in effect from time to time, and any applicable rules and regulations with respect thereto that are promulgated thereunder by the SEC and the exchange(s) and/or other trading facility(ies) on which any class of securities of the Corporation is traded. To the extent these recoupment rules apply to any Participant, but without in any way limiting the generality of the foregoing, the Participant’s Quarterly Incentive Awards shall be subject to recoupment under the Corporation’s clawback policy, as in effect from time to time (the “ Clawback Policy ”), to the extent provided therein. The Corporation intends, but the Corporation does not and cannot guarantee, that to the extent any payment under this Plan qualifies as non-qualified deferred compensation (as defined under Section 409A of the Code and the regulations promulgated thereunder) any recoupment required under this Section 4(g) shall either be exempt from Section 409A of the Code or comply with the applicable requirements of Section 409A of the Code regarding the prohibited acceleration of payments of deferred compensation.

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Radiant Discretionary Management Incentive Compensation Plan

MISCELLANEOUS PROVISIONS

(a) Assignment or Transfer . No right to any accrued but unpaid Quarterly Incentive Award shall be sold, assigned, redeemed, pledged, transferred or otherwise encumbered by a Participant except by will or the laws of descent and distribution.

(b) Withholding Taxes . The Corporation (or the appropriate Subsidiary) shall have the right to deduct from all payments hereunder any federal, state, local or foreign taxes required by law to be withheld with respect to such payments.

(c) Costs and Expenses . The costs and expenses of administering the Plan shall be borne by the Corporation and shall not be charged against any award nor to any employee receiving a Quarterly Incentive Award.

(d) Funding of Plan . The Plan shall be unfunded. Neither the Corporation nor any Subsidiary shall be required to segregate any of its assets to assure the payment of any Quarterly Incentive Award under the Plan. Neither the Participants nor any other persons shall have any interest in any fund or in any specific asset or assets of the Corporation or any other entity by reason of any accrued but unpaid Quarterly Incentive Award. The interests of each Participant hereunder are unsecured and shall be subject to the general creditors of the Corporation and the appropriate Subsidiary.

(e) Other Incentive Plans . The adoption of the Plan does not preclude the adoption by appropriate means of any other incentive plan for employees of the Corporation or any Subsidiary.

(f) Severability . In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

(g) Payments Due Missing Persons . The Corporation shall make a reasonable effort to locate all persons entitled to benefits under the Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of one (1) year from the date such benefits shall be due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes operative, the Corporation shall send a certified letter to all such persons at their last known addresses advising them that their rights under the Plan shall be suspended. Subject to all applicable state laws, any such suspended amounts shall be held by the Corporation for a period of one (1) additional year and thereafter such amounts shall be forfeited and thereafter remain the property of the Corporation or the appropriate Subsidiary.

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Radiant Discretionary Management Incentive Compensation Plan

(h) Liability and Indemnification . (i) Neither the Corporation nor any Subsidiary shall be responsible in any way for any action or omission of the Committee, or any other fiduciaries in the performance of their duties and obligations as set forth in this Plan. Furthermore, neither the Corporation nor any Subsidiary shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel, provided that the Corporation and/or the appropriate Subsidiary relied in good faith upon the action of such agent or the advice of such counsel.

(ii) Neither the Corporation, any Subsidiary, the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.

(i) Incapacity . If the Committee shall receive evidence satisfactory to it that a person entitled to receive payment of any Quarterly Incentive Award is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such Award and to give a valid release thereof, and that another person or an institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person shall have been duly appointed, the Committee may make payment of such Quarterly Incentive Award otherwise payable to such person to such other person or institution and the release by such other person or institution shall be a valid and complete discharge for the payment of such Quarterly Incentive Award.

(j) Cooperation of Parties . All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.

(k) Nonguarantee of Employment . Nothing contained in this Plan shall be construed as a contract of employment between the Corporation (or any Subsidiary), and any employee or Participant, as a right of any employee or Participant to be continued in the employ of the Corporation (or of any Subsidiary), or as a limitation on the right of the Corporation or any Subsidiary to discharge any of its employees, at any time, with or without cause (subject to the terms of any applicable employment agreement).

(l) Notices . Each notice relating to this Plan shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to it at 405 114 ^th Avenue SE, Bellevue, WA 98004, Attn: General Counsel. All notices to Participants, former Participants, beneficiaries or other persons acting for or on behalf of such persons shall be addressed to such person at the last address for such person maintained in the Committee’s records.

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Radiant Discretionary Management Incentive Compensation Plan

(m) Governing Law . All questions pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Plan, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of the terms of this Plan, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(i) THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by the terms of this Plan.

(ii) The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Plan will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

(n) Section 409A of the Code .

(i) This Plan and is intended to comply with the requirements of Section 409A of the Code (“Section 409A”). Payments of Non-Qualified Deferred Compensation (as such term is defined under Section 409A and the regulations promulgated thereunder) may only be made under this Plan upon an event and in a manner permitted by Section 409A. Any amounts payable solely on account of an involuntary separation from service of the Participant within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts, to the maximum possible extent. For purposes of Section 409A, the right to a series of installment payments under this Plan shall be treated as a right to a series of separate payments.

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Radiant Discretionary Management Incentive Compensation Plan

(ii) To the extent required by Section 409A, and notwithstanding any other provision of this Plan to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, the Participant on account of his separation from service until the first to occur of (i) the date of the Participant’s death or (ii) the date which is one day after the six (6) month anniversary of his or her separation from service, but in either case only if he or she is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first to occur of the two dates specified in such immediately preceding sentence.

(iii) Any payment of Non-Qualified Deferred Compensation made pursuant to a voluntary or involuntary termination of the Participant’s employment with the Corporation shall be withheld until the Participant incurs both (i) a termination of his or her employment relationship with the Corporation and (ii) a “separation from service” with the Corporation, as such term is defined in Treas. Reg. Section 1.409A-1(h).

(iv) If a Participant is permitted to elect to defer a Plan payment, such election shall be made in accordance with the requirements of Code Section 409A. Each initial deferral election (an “Initial Deferral Election”) must be received by the Committee prior to the following dates or will have no effect whatsoever:

(a) Except as otherwise provided below, the December 31st immediately preceding the year in which the compensation is earned;

(b) With respect to any long-term incentive pay that qualifies as “performance-based compensation” within the meaning of Code Section 409A, by the date six (6) months prior to the end of the performance measurement period applicable to such incentive pay provided such additional requirements set forth in Code Section 409A are met;

(c) With respect to “fiscal year compensation” as defined under Code Section 409A, by the last day of the Company's fiscal year immediately preceding the year in which the fiscal year compensation is earned; or

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Radiant Discretionary Management Incentive Compensation Plan

(d) With respect to mid-year awards or other legally binding rights to a payment of compensation in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued service for a period of at least twelve (12) months, on or before the thirtieth (30 ^th ) day following the grant of such award, provided that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.

The Committee may, in its sole discretion, permit Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment, or to change the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”), if, and only if, the following conditions are satisfied: (i) the Subsequent Deferral Election must not take effect until 12 months after the date on which it is made, (ii) in the case of a payment other than a payment attributable to the Participant's death, disability or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the Subsequent Deferral Election further defers the payment for a period of not less than five years from the date such payment would otherwise have been made and (iii) the Subsequent Deferral Election is received by the Committee at least 12 months prior to the date the payment would otherwise have been made. In addition, Participants may be further permitted to revise the form of payment they have elected, or the number of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election.

(v) The preceding provisions of this Section V(n) shall not be construed as a guarantee by the Corporation or by any Subsidiary of any particular tax effect to the Participant under this Plan. Neither the Corporation nor any Subsidiary shall be liable to the Participant for any additional tax, penalty or interest imposed under Section 409A nor for reporting in good faith any payment made under this Plan as an amount includible in gross income under Section 409A.

(o) Certain Rules of Construction .

(i) The headings and subheadings set forth in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the terms set forth herein.

(ii) Wherever applicable, the neuter, feminine or masculine pronoun as used herein shall also include the masculine or feminine, as the case may be.

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Radiant Discretionary Management Incentive Compensation Plan

(iii) The words “hereof,” “herein,” “hereunder” and similar words refer to this Plan as a whole and not to any particular provision of this Plan; and any subsection, Section, Schedule, Appendix or Exhibit references are to this Plan unless otherwise specified.

(iv) The term “including” is not limiting and means “including without limitation.”

(v) References in this Plan to any statute or statutory provisions include a reference to such statute or statutory provisions as from time to time amended, modified, reenacted, extended, consolidated or replaced (whether before or after the date of this Plan) and to any subordinate legislation made from time to time under such stature or statutory provision.

(vi) References to this Plan or to any other document include a reference to this Plan to such other document as varied, amended, modified, novated or supplemented from time to time.

(vii) References to “writing” or “written” include any non-transient means of representing or copying words legibly, including by facsimile or electronic mail.

(viii) References to “$” are to United States Dollars.

(ix) References to “%” are to percent.

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Radiant Discretionary Management Incentive Compensation Plan

AMENDMENT OR TERMINATION OF PLAN

Subject to the requirements of Section 409A of the Code, the Board of Directors of the Corporation shall have the right to amend, suspend or terminate the Plan at any time and in any manner. In the event the Plan is terminated during a Plan Quarter, no Quarterly Incentive Award shall be payable hereunder for such Plan Quarter nor for any subsequent period of time. Notwithstanding any other provision of this Plan to the contrary, the Committee shall have the authority to amend or revise, prior to the Plan Years to which such amendments or revisions apply, any and all of the provisions and factors set forth in the Appendices to this Plan.

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Radiant Discretionary Management Incentive Compensation Plan

APPENDIX I

QUARTERLY INCENTIVE AWARDS

Table 1

Class of Employee	Initial Target Bonus (As a % of Compensation)
Chief Executive Officer	50%
Leadership Team ¹	35%
Station Managers	35%
Other Managers / Supervisors	25%
Other Participants	15%

____________________________

¹ Composed as of May 11, 2012 of Dan Stegemoller, Todd Macomber, Mark Spizak, John Klesch, Noel Howard, Michael von Loesch and Alesia Pinney .

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Radiant Discretionary Management Incentive Compensation Plan

Table 2

Class of Employee

Quarterly Bonus Pool

Chief Executive Officer and Leadership Team

5% of the Corporation’s consolidated EBITDA ² for the current Plan Quarter.

Station Managers, Other Managers / Supervisors and Other Participants

10% of the Station’s EBITDA net of corporate fees for the current Plan Quarter.

Table 3

Class of Employee	Cash Percentage of Final Bonus	Stock Option Percentage of Final Bonus	Option Multiplier
Chief Executive Officer	75%	25%	1.75
Leadership Team	75%	25%	1.50
Station Managers	75%	25%	1.25
Other Managers / Supervisors	75%	25%	1.0
Other Participants	100%	N/A	N/A

__________________________

² “EBITDA” shall mean the Corporation’s consolidated earnings before interest, taxes, depreciation and amortization.

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Radiant

Discretionary Management Incentive Compensation Plan

_____________________

Effective As Of July 1, 2012

Exhibit 99.1

For More Information, Press Only:

Stuart Hanson

(253) 677-5337

shanson@radiantdelivers.com

RADIANT LOGISTICS UNIVERSAL SHELF REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE SEC

BELLEVUE, WA May 14, 2012 – Radiant Logistics, Inc. (NYSE-AMEX: RLGT), a domestic and international transportation and logistics services company, today reported that the Securities and Exchange Commission (SEC) has declared effective its $75 million universal shelf registration statement on Form S-3.

Radiant’s Chief Executive Officer, Bohn Crain, said “This represents another great milestone for Radiant and its shareholders. We continue to look for opportunities to grow our business, and we believe that this shelf registration will act as a nice complement to our existing $20.0 million credit facility with Bank of America and provides us with added flexibility to access capital to support our growth strategy.”

Under the Form S-3, the Company may from time to time issue up to $75 million of any combination of common equity, preferred equity and debt securities (including preferred equity or debt convertible into common equity or preferred equity), or warrants, rights or units consisting of any of the foregoing. The net proceeds of any such issuances by the Company are expected to be used for general corporate purposes. In addition, certain of our stockholders may sell up to 1,052,333 shares of common stock under the registration statement. The Company will not receive any proceeds from the sale of these shares.

The Company's willingness and ability to raise capital under the Form S-3 will depend upon a number of circumstances, including the Company's need for additional capital to fund operations, organic growth or acquisitions, the Company's financial and operating performance and the receptiveness of the capital markets to potential offerings by the Company. The Company does not currently have any agreements with respect to the issuance of securities pursuant to the Form S-3. The terms of any offering under the shelf registration will be determined at the time of the offering and disclosed in a prospectus supplement filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state.

Radiant has filed registration statements with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the applicable registration statement, the applicable prospectus supplement and other documents the Company has filed with the SEC for more complete information about Radiant and any offering. A copy of the prospectus included in each registration statement may be obtained at no charge at the SEC's website at www.sec.gov. In addition, when available, copies of the prospectus, and any prospectus supplement relating to a particular offering, may be obtained by contacting Radiant Logistics, 405 114th Avenue S.E., Bellevue, WA 98004, Attn: General Counsel, (425) 943-4599.

About Radiant Logistics (NYSE Amex : RLGT)

Radiant Logistics (www.radiantdelivers.com) is a non-asset based transportation and logistics company providing domestic and international freight forwarding and fulfillment services through a network of company-owned and exclusive agent offices across North America. The company operates under the Radiant, Airgroup, Adcom, and DBA brands servicing a diversified account base including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future operating performance, events, trends and plans. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ from our expectations, include but are not limited to, our ability to: use our Bellevue, Washington operations as a “platform” upon which we can build a profitable global transportation and supply chain management company; retain and build upon the relationships we have with our exclusive agency offices; continue the development of our back office infrastructure and transportation and accounting systems in a manner sufficient to service our expanding revenues and base of network operating locations; maintain and enhance the future operations of our company owned operating locations, continue growing our business and maintain historical or increased gross profit margins; locate suitable acquisition opportunities; secure the financing necessary to complete any acquisition opportunities we locate; assess and respond to competitive practices in the industries in which we compete, mitigate, to the best extent possible, our dependence on current management and certain of our larger exclusive agency locations; assess and respond to the impact of current and future laws and governmental regulations affecting the transportation industry in general and our operations in particular; as well as those risk factors disclosed in Item 1A of our Report on Form 10 K for the year ended June 30, 2011, other filings with the Securities and Exchange Commission and other public documents and press releases which can be found on our web-site (www.radiant-logistics.com). Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. Such statements are not guarantees of future performance or events and we undertake no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances occurring after the date hereof.

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