BANK OF AMERICA, N.A.

By:

/s/ John W. Mundstock

Name:

John W. Mundstock

Title:

SVP

Accepted and Agreed to as of

January 19, 2015:

RADIANT LOGISTICS, INC.,

a Delaware corporation

By:

/s/ Bohn H. Crain

Name:

Bohn H. Crain

Title:

CEO

U.S. BORROWERS:

Radiant Logistics, Inc., a Delaware corporation, Radiant Global Logistics, Inc., a Washington corporation, Radiant Transportation Services, Inc., a Delaware corporation, Radiant Logistics Partners LLC, a Delaware limited liability company, Adcom Express, Inc., a Minnesota corporation, Radiant Customs Services, Inc., a Washington corporation, DBA Distribution Services, Inc., a New Jersey corporation, International Freight Systems (of Oregon), Inc., an Oregon corporation, Radiant Off-Shore Holdings LLC, a Washington limited liability company, Green Acquisition Company, Inc., a Washington corporation, On Time Express, Inc., an Arizona corporation, Clipper Exxpress Company (“Clipper”), and Radiant Trade Services, Inc., a Washington corporation (collectively, “U.S. Borrowers”).

CANADIAN

BORROWERS:

Wheels Group Inc. and any of its Canadian subsidiaries which contribute assets to the Canadian borrowing base (collectively, “Canadian Borrowers”, and together with the U.S. Borrowers, collectively, the “Borrowers”).

GUARANTORS:

The Senior Credit Facility will be guaranteed by each direct and indirect U.S. and Canadian subsidiary of Radiant Logistics, Inc. U.S. subsidiaries (each a “U.S. Guarantor”) will guarantee both the U.S. and Canadian obligations under the Senior Credit Facility. Canadian subsidiaries (each a “Canadian Guarantor”) will guarantee only the Canadian obligations under the Senior Credit Facility. All U.S. Borrowers, Canadian Borrowers, U.S. Guarantors, and Canadian Guarantors are collectively referred to as the “Loan Parties”.

AGENT:

Bank of America, N.A. (“Bank”).

LEAD ARRANGER AND

BOOK MANAGER:

Bank of America, N.A.

LENDERS:

Bank, and potentially other lenders acceptable to Bank.

CREDIT

FACILITY:

A senior credit facility (“Senior Credit Facility”) consisting of a revolving credit facility of up to $65,000,000, including a $3,000,000 sub-limit for U.S. and Canadian letters of credit (letters of credit will be 100% reserved against borrowing availability under the Senior Credit Facility). Commitments under the Senior Credit Facility will be divided between the U.S. Borrowers and the Canadian Borrowers in amounts to be determined and subject to such terms and provisions mutually acceptable to the parties and set out in the definitive loan documentation.

PURPOSE:

The Senior Credit Facility will be used by Borrowers to pay a portion of the purchase price for the Acquisition, to refinance existing indebtedness, to issue standby or commercial letters of credit, and to finance ongoing working capital needs.

LOAN

AVAILABILITY:

Advances under the Senior Credit Facility will be limited to (a) up to 85% (and up to 75% with respect to foreign and unbilled accounts receivable consistent with the Existing Loan Agreement) of eligible accounts receivable; minus (b) such reserves as Bank may establish in good faith.

Standards of eligibility will be specified in the loan documentation but will be consistent with the eligibility criteria and current sublimits existing under the Existing Loan Agreement (with any changes deemed necessary or appropriate by Bank with respect to the Canadian Borrowers).

For purposes of calculating excess availability in connection with certain availability triggers and thresholds, the proportion of availability under the Canadian facility that shall be permitted to be used in such calculation shall be limited to an amount to be agreed.

SECURITY:

All obligations to Bank and Lenders will be secured by: (a) first priority liens on all of U.S. Borrowers’ (other than Clipper) and any U.S. Guarantor’s existing and future assets; (b) first prior liens on all of Canadian Borrowers’, Clipper’s, and any Canadian Guarantor’s accounts, deposit accounts, cash, money, books and records and other items which evidence or support the foregoing, and other related items, and all proceeds and products of the foregoing; and (c) second priority liens on all of Canadian Borrowers’, Clipper’s, and any Canadian Guarantor’s other existing and future assets.

MATURITY:

The Senior Credit Facility will mature on August 9, 2018.

INTEREST RATES:

Commencing at Level II as set forth below, all amounts outstanding under the Senior Credit Facility will bear interest at the U.S. Base Rate, LIBOR, Canadian BA Rate, Canadian Prime Rate or Canadian Base Rate, in each case, as applicable, plus the applicable margin. Effective upon receipt of the financials statements of Borrowers for June 30, 2015, and adjusted thereafter on a quarterly basis, the applicable margin shall be subject to increase or decrease based upon the Borrowers’ fixed charge coverage ratio as outlined in the table below:

Level

Fixed Charge

Coverage Ratio

U.S. Base
Rate
Loans

LIBOR
Loans

Canadian
BA Rate
Loans

Canadian
Prime Rate
Loans and
Canadian
Base Rate
Loans

I

Less than or equal to
1.25 to 1.00

0.50

%

2.25

%

2.25

%

0.50

%

II

Greater than 1.25
to 1.00, but less
than or equal to
1.50 to 1.0

0.25

%

2.00

%

2.00

%

0.25

%

III

Greater than 1.50
to 1.00, but less
than or equal to
1.75 to 1.0

0.00

%

1.75

%

1.75

%

0.00

%

IV

Greater than
1.75 to 1.00

0.00

%

1.50

%

1.50

%

0.00

%

U.S. Base Rate, LIBOR, Canadian BA Rate, Canadian Prime Rate and Canadian Base Rate will be defined in the definitive loan documentation in accordance with Bank of America’s standard practices. LIBOR and Canadian BA Rate loans will be subject to customary provisions, including applicable reserve requirements, limits on the number of outstanding loans, and minimum dollar amounts of each loan.

All interest and per annum fees will be calculated on the basis of actual number of days elapsed in a year of 360 days. If an event of default exists, all loans and other obligations will bear interest at a rate 200 basis points in excess of the otherwise applicable rate.

UNUSED LINE

FEE:

An unused line fee equal to 37.5 basis points per annum, calculated on the unused portion of the Senior Credit Facility, will be payable monthly in arrears.

LETTER OF CREDIT

FEES:

Borrowers will pay (a) a letter of credit fee monthly in arrears on all letters of credit equal to the applicable LIBOR margin; (b) a 0.125% fronting fee to Bank, on the face amount of all outstanding letters of credit, payable monthly in arrears; and (c) Bank’s customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit.

CLOSING FEE:

Borrowers will pay a closing fee in an amount equal to $87,500 which shall be fully earned, non-refundable, and due and payable on the closing date for the Senior Credit Facility.

EXPENSES:

Borrowers will pay (a) all reasonable out-of-pocket costs and expenses (including fees and expenses of counsel) of Bank associated with the Senior Credit Facility, including costs and expenses of (i) Bank’s due diligence, including field examinations, and (ii) administering the Senior Credit Facility, and preparing and enforcing all documents relating thereto; plus (b) Bank’s standard charges for field examinations, including a per diem field examiner charge and out-of-pocket expenses. Borrowers will remain obligated for all such amounts whether or not the Senior Credit Facility is consummated.

TERMS AND

CONDITIONS:

The loan documentation will contain representations and warranties, covenants, events of default, and other provisions acceptable to Bank, including the following:

1.  A minimum fixed charge coverage ratio, measured on a trailing twelve month basis, of at least 1.1 to 1.0 as of (a) the end of the last month immediately preceding the occurrence of any Trigger Period for which financial statements have most recently been delivered to Bank, and (b) the end of each month for which financial statements are delivered to Bank thereafter during any Trigger Period. “Trigger Period” means the period (a) commencing on the day that an event of default occurs, or availability under the Senior Credit Facility is less than $10,000,000 (with no less than $6,000,000 in availability available to the U.S. Borrowers) at any time; and (b) continuing until, during the preceding 60 consecutive days, no event of default has existed and availability has been greater than such levels at all times.

2.  Borrowers’ agreement to provide Bank and Lenders periodic financial and collateral reporting, including annual audited financial statements, monthly and quarterly internally prepared financial statements, annual financial projections, and periodic borrowing base certificates, receivables agings and inventory reports.

3.  Borrowers’ agreement to maintain insurance with insurance carriers, against risks, in amounts and with endorsements acceptable to Bank.

4.  Restrictions on, among other things, distributions and dividends, investments, indebtedness, liens, affiliate transactions, capital expenditures and acquisitions (with acquisition exceptions consistent with the Existing Loan Agreement but subject to an availability test of at least the greater of (a) 20% of the aggregate of the lesser of: (i) the Senior Credit Facility, or (ii) the sum of the US borrowing base and the Canadian borrowing base, and (b) $12,500,000 (with no less than $7,500,000 in availability available to the U.S. Borrowers)).

5.  Borrowers’ agreement to cause all proceeds of accounts receivable to be forwarded to a lockbox or, with Bank’s consent, deposited in a blocked account.

CONDITIONS

PRECEDENT:

The extension of the Senior Credit Facility is subject to fulfillment of a number of conditions to Bank’s satisfaction, including without limitation the following:

1.  The execution and delivery, in form and substance acceptable to Bank and its counsel, of agreements, documents, instruments, financing statements, consents, payoff letters from existing lenders to the Target Company, landlord waivers and non-disturbance agreements, documents indicating compliance with all applicable federal, state and provincial environmental laws and regulations, evidences of corporate authority, opinions of counsel, and such other documents to confirm and effectuate the Senior Credit Facility and Lenders’ first priority liens, as may be required by Bank and its counsel.

2.  Consummation of the Acquisition on terms acceptable to Bank, including (a) satisfactory legal documentation, (b) no changes to the Borrowers’ corporate, capital and ownership structures after giving effect to the Acquisition from those as disclosed to Bank prior to the date hereof unless approved by Bank, (c) receipt by Borrowers of all government (including applicable exchange and securities commission), shareholder and third party consents (including Hart-Scott-Rodino clearance, all required approvals, consents and/or deemed approvals of Canadian governmental authorities, including the Commissioner of Competition pursuant to the Competition Act (Canada) and the Minister of Industry pursuant to the Investment Canada Act) deemed necessary or appropriate by Bank, and (d) delivery of such legal opinions in connection with the Acquisition as Bank deems appropriate, which shall be addressed to Bank and Lenders (or expressly state that Bank and Lenders may rely thereon).

3.  No material adverse change, in the opinion of Bank, in the business, assets, properties, liabilities, operations, condition or prospects of Borrowers.

4.  No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Bank’s judgment (a) could reasonably be expected to have a material adverse effect on Borrowers’ business, assets, properties, liabilities, operations, condition or prospects, or could impair Borrowers’ ability to perform satisfactorily under the Senior Credit Facility; or (b) could reasonably be expected to materially and adversely affect the Senior Credit Facility, the Acquisition or the transactions contemplated thereby.

5.  Receipt by Bank, in form and substance satisfactory to it, of (a) a pro forma balance sheet of Borrowers dated as of the date of closing and giving effect to the Acquisition, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Borrowers and the Target Company previously delivered to Bank, (b) financial projections of Borrowers, giving effect to the Acquisition, evidencing Borrowers’ ability to comply with the financial covenants set forth in the loan documentation, and (c) interim financial statements for Borrowers and the Target Company as of a date not more than 30 days prior to the closing date.

6.  Bank’s satisfaction with Borrowers’ capital structure and indebtedness (including satisfactory terms and intercreditor agreements with respect to the debt to be provided by Integrated Private Debt and Alcentra Capital Corporation, generally consistent with the intercreditor agreement outline agreed to prior to the date hereof).

7.  Receipt by Bank of certificates of insurance with respect to each Borrower’s property and liability insurance, together with a loss payable endorsement naming Bank as loss payee, all in form and substance satisfactory to Bank.

8.  Satisfactory evidence that Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with the Senior Credit Facility and the transactions contemplated thereby.

9.  Bank’s receipt of and satisfaction with flood plain searches, acknowledged Notice to Borrowers and flood insurance (if appropriate) for all real estate subject to a lien in favor of Bank.

10.  At closing, Bank will require minimum excess availability under (a) the U.S. Borrowers’ portion of the Senior Credit Facility in an amount of at least $10,000,000, and (b) the Canadian Borrowers’ portion of the Senior Credit Facility in an amount of at least $5,000,000.

11.  Completion of KYC requirements, Patriot Act searches, OFAC/PEP searches and customary background checks for the Target Company, the results of which are reasonably satisfactory to Bank.

12.  After giving effect to the Acquisition and other transactions contemplated on the closing date, Borrowers shall not be insolvent or become insolvent as a result thereof and Bank shall have received a certificate from Borrowers that each Borrower satisfies the foregoing (the term “insolvent” shall have the meaning set forth in the applicable Canadian Federal, U.S. Federal and State laws).

13.  Bank and its counsel shall have completed a review of the Target Company’s material agreements, the results of which are reasonably satisfactory to Bank; provided, however, that this condition shall not apply to any material contracts made available to Bank prior to the date hereof.

14.  Bank shall have completed a “take-on” field exam with respect to the Target Company calculating the borrowing base for closing, the results of which verify satisfaction of condition number 10.

OTHER:

This term sheet is intended as an outline only of certain of the material terms of the Senior Credit Facility and does not purport to summarize all of the conditions, covenants, representations, warranties and other provisions that will be contained in definitive legal documentation for the Senior Credit Facility.