Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


 


 


 


 






 


 


SECURITIES
PURCHASE AGREEMENT


 


BY AND BETWEEN


 


JANEL WORLD TRADE, LTD.


 


AND


 


THE INVESTORS SET FORTH ON THE


 


SCHEDULE OF INVESTORS


 


OCTOBER 6, 2013


 


 




    	



    	 



    

 


THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR OTHER SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION IN RELIANCE ON EXEMPTIONS FROM SUCH
REGISTRATION. THE SECURITIES HAVE NOT BEEN RECOMMENDED, ENDORSED, APPROVED OR DISAPPROVED BY ANY U.S. FEDERAL OR STATE, OR ANY
NON-U.S., SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH AUTHORITY OR COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE, NON-U.S.
AND OTHER SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO
REGISTER THE SECURITIES UNDER THE SECURITIES ACT, ANY STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. PROSPECTIVE
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE INTERESTS FOR AN INDEFINITE
PERIOD OF TIME.


 


THE SECURITIES OFFERED
HEREBY WILL BE MADE AVAILABLE ONLY TO “ACCREDITED INVESTORS”, AS DEFINED IN SECTION 2(15) OF THE SECURITIES ACT AND
RULE 501 THEREUNDER OR PURSUANT TO OTHER EXEMPTIONS NOT INCONSISTENT THEREWITH. THE SECURITIES OFFERED HEREBY ARE BEING OFFERED
PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS FOR NONPUBLIC
OFFERINGS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO WHOM THE OFFERING MAY BE MADE AND RESTRICT SUBSEQUENT TRANSFER
OF THE SECURITIES.


 


THIS SECURITIES PURCHASE
AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NO ACTION HAS BEEN TAKEN THAT WOULD, OR IS INTENDED
TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THE PURPOSE IS REQUIRED. ACCORDINGLY,
THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS SUBSCRIPTION AGREEMENT NOR ANY OTHER INFORMATION,
ADVERTISEMENT OR OTHER DOCUMENT MAY BE DISTRIBUTED OR PUBLISHED, IN ANY COUNTRY OR JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT
WILL RESULT IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. IT IS THE RESPONSIBILITY OF PERSONS WISHING TO SUBSCRIBE FOR
THE SECURITIES TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTION. PROSPECTIVE
INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP,
RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF THE SECURITIES, AND ANY NON-U.S.
EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO. THE SECURITIES ARE OFFERED SUBJECT TO THE RIGHT OF THE BOARD OF DIRECTORS OF
THE COMPANY TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART IN ITS SOLE AND ABSOLUTE DISCRETION.


 


THE SECURITIES ARE
SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NO SECURITIES MAY BE RESOLD OR
OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE APPLICABLE
FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED OR SUCH DISPOSITION IS MADE IN COMPLIANCE WITH SUCH REGISTRATION REQUIREMENTS.




 






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AN INVESTMENT IN THE
COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK, AND IS NOT APPROPRIATE FOR PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR
ENTIRE INVESTMENT.


 


THE SECURITIES OFFERED
HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED
TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS OFFERING, AND THAT THEY OR THEIR PURCHASER REPRESENTATIVE
HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT THEY ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF
THIS INVESTMENT.


 


FOR FLORIDA RESIDENTS:
THESE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE UNITS CANNOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE
FLORIDA SECURITIES ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS
SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.


 




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SECURITIES PURCHASE AGREEMENT


 


THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of October 6, 2013, is entered into by and between JANEL WORLD TRADE,
LTD., a Nevada corporation (the “Company”), OAXACA GROUP LLC, a Delaware limited liability company (“Oaxaca”),
and the parties listed on the Schedule of Investors attached hereto (the “Schedule of Investors”) (each hereinafter
individually referred to as an “Investor” and collectively, together with Oaxaca unless otherwise indicated,
referred to as the “Investors”).


 


A.The Company wishes
to sell to each Investor, and each Investor wishes to purchase, on the terms and subject to the conditions set forth in this Agreement,
(i) shares of the Company’s common stock, $0.001 par value per share (the “Shares”), and (ii) a Warrant
in the form attached hereto as Exhibit A (each, a “Warrant” and, collectively with the other Warrants
issued hereunder, the “Warrants”). The Shares into which the Warrants are exercisable are referred to herein
as the “Warrant Shares”, and the Shares, the Warrants and the Warrant Shares (as defined below) are collectively
referred to herein as the “Securities”.


 


B.Each Warrant
will entitle an Investor to purchase from time to time until the fifth anniversary of the Closing Date, all or a portion of a certain
number of Warrant Shares at an exercise price equal to $0.08 per Warrant Share (subject to adjustment as provided therein), on
such terms as set forth in such Warrant.


 


C.The sale of the
Shares, the Warrants and the Warrant Shares by the Company to the Investors will be effected in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D (as defined below) under the Securities Act (as defined below).


 


In consideration of the
mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and each Investor hereby agree as follows:


 


1.Purchase
and Sale of Shares and Warrants.


 


1.1Closing
of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth
herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Shares set forth below such Investor’s
name on the signature pages hereof, and (ii) a Warrant, as indicated below such Investor’s name on the signature page hereof.
The date on which the closing of the purchase and sale pursuant to the terms of this Agreement occurs (the “Closing”)
is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Neuberger,
Quinn, Gielen, Rubin & Gibber, P.A., One South Street, 27th Floor, Baltimore, Maryland 21202,
and shall take place when each of the conditions to the Closing described in Section 6 hereof has been satisfied or waived as specified
therein, but in no event later than October 15, 2013 except that in the event the condition to the Closing set forth in Section
6.1(g) hereof has not been satisfied by such date, the Closing Date shall be extended until October 31, 2013. At or prior to the
Closing, (A) this Agreement and the other Transaction Documents (as defined below) shall be executed and delivered by the Company
and, to the extent applicable, by each Investor, and (B) full payment of each Investor’s Purchase Price (as defined below)
shall be made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the
Company of duly executed certificates representing the Shares (or instructions with respect thereto issued to the Company’s
registrar and transfer agent) and the Warrant being purchased by such Investor.


 


1.2Certain
Definitions. When used herein, the following terms shall have the respective meanings indicated: 


 


“Affiliate”
means, as to any Person (the “subject Person”), any other Person (a) that directly or indirectly through one
or more intermediaries controls or is controlled by, or is under direct or indirect common control with, the subject Person, (b)
that directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting equity of the subject Person,
or (c) ten percent (10%) or more of the voting equity of which is directly or indirectly beneficially owned or held by the subject
Person. For the purposes of this definition, “control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
through representation on such Person’s board of directors or other management committee or group, by contract or otherwise.


 






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“Board of Directors”
means the Company’s board of directors.


 


“Business”
means the consolidated business, properties, assets, operations, results of operations, financial condition or prospects of the
Company and its Subsidiaries taken as a whole.


 


“Business Day”
means any day other than a Saturday, a Sunday or a day on which the New York Stock Exchange is closed or on which banks in the
City of New York are required or authorized by law to be closed.


 


“Closing”
has the meaning specified in Section 1.1 hereof.


 


“Closing Date”
has the meaning specified in Section 1.1 hereof.


 


“Credit Facility”
means an unsecured line of credit to the Company and its subsidiaries for use as working capital, at an interest rate and amortization
schedule more favorable to the Company than the terms of the Company’s current credit facility from Community National Bank,
and on such additional terms to be agreed upon by the Company and Oaxaca.


 


“Disclosure
Documents” means all SEC Documents filed by the Company at least two (2) Business Days prior to the date of this Agreement
via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (EDGAR) in accordance with the requirements of Regulation
S-T under the Exchange Act.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Execution Date”
means the date of this Agreement.


 


“Governmental
Authority” means any nation or government, any state, provincial or political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation
any stock exchange, securities market or self-regulatory organization.


 


“Governmental
Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise,
license or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority
or any department, commission, board, court, agency or any other instrumentality of any of them.


 


“Lien”
means, with respect to any Property, any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, tax
lien, financing statement, pledge, charge, or other lien, charge, easement, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including, without
limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the
foregoing).


 


“Material Adverse
Effect” means an effect that is material and adverse to (i) the Business, (ii) the ability of the Company to perform
its obligations under this Agreement or the other Transaction Documents (as defined below) or (iii) the rights and benefits to
which an Investor is entitled under this Agreement and the other Transaction Documents.


 


“NQSOP”
means the Company’s 2013 Non-Qualified Stock Option Plan attached hereto as Exhibit B, for an aggregate of
5,000,000 Shares pursuant to which Company management personnel may acquire Shares on the terms set forth in the NQSOP.


 






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“Oaxaca Members”
has the meaning specified in Section 4.2 hereof.


 


“Per Share Price”
means $0.065.


 


“Person”
means any individual, corporation, trust, association, company, partnership, joint venture, limited liability company, joint stock
company, Governmental Authority or other entity.


 


“Property”
means property and/or assets of all kinds, whether real, personal or mixed, tangible or intangible (including, without limitation,
all rights relating thereto).


 


“Purchase Price”
means, with respect to an Investor, the number of Shares purchased by such Investor at the Closing multiplied by the Per Share
Price.


 


“Regulation
D” means Regulation D promulgated under the Securities Act or any successor provision.


 


“Reserved Amount”
has the meaning specified in Section 4.3 hereof.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“SEC Documents”
has the meaning specified in Section 3.4 hereof.


 


“Securities”
has the meaning specified in the preamble to this Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Shares”
has the meaning specified in the preamble to this Agreement.


 


“Subsidiary”
means, with respect to the Company, any corporation or other entity (other than an entity having no material operations or business
during the twelve month period immediately preceding the Execution Date) of which at least a majority of the outstanding shares
of stock or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors
(or Persons performing similar functions) of such corporation or entity (regardless of whether or not at the time, in the case
of a corporation, stock of any other class or classes of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or controlled by the Company or one or more of its Affiliates.


 


“Threshold Amount”
means a purchase at the Closing of at least 7,692,308 Shares at the Per Share Price pursuant to the terms hereof, plus the investment
in the Company of an additional $500,000 in one of the following ways: (a) exercise of the Warrant; (b) the purchase within 12
months following the Closing Date of (i) additional Shares at the Per Share Price pursuant to the terms hereof, or (ii) any other
security issued by the Company; (c) within 12 months following the Closing Date, providing the Company with a Credit Facility;
and (d) a combination of (a) through (c) above.


 


“Transaction
Documents” means, collectively, this Agreement, the Warrants and all other agreements, documents and other instruments
executed and delivered by or on behalf of the Company or any of its officers at the Closing.


 


“Warrant”
has the meaning specified in the preamble to this Agreement.


 


“Warrant Share”
has the meaning specified in the preamble to this Agreement.


 






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1.3Other
Definitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms
of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similar import
referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.


 


2.Representations
and Warranties of Each Investor. Each Investor (with respect to itself only) hereby represents and warrants to the Company
and agrees with the Company that, as of the Execution Date and as of the Closing Date: 


 


2.1Authorization;
Enforceability. Such Investor is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization as set forth below such Investor’s name on the signature page hereof with the requisite
corporate power and authority to purchase the Shares and Warrant to be purchased by it hereunder and to execute and deliver this
Agreement and the other Transaction Documents to which it is a party. This Agreement constitutes, and upon execution and delivery
thereof, each other Transaction Document to which such Investor is a party will constitute, such Investor’s valid and legally
binding obligation, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’
rights generally and (ii) general principles of equity.


 


2.1Accredited
Investor. Such Investor: (i) is an “accredited investor” as that term is defined in Rule 501 of Regulation D and
as more particularly set forth on the Accredited Investor Qualification attached hereto; (ii) has the financial means to make an
investment in the Company, is able to bear the economic risk of an investment in the Company, and the Investor’s present
financial condition is such that the Investor is under no present or contemplated future need to dispose of any portion of the
Securities to satisfy any existing or contemplated undertaking, need or indebtedness; (iii) if a natural person, or, if an entity,
the person directing the purchase, has such knowledge and experience in business and financial matters as will enable the Investor
to utilize the information made available to the Investor to evaluate the merits and risks of the prospective investment in the
Company and to make an informed investment decision; and (iv) is acquiring the Securities in the ordinary course of its business,
solely for its own account, and not with a view to the public resale or distribution of all or any part thereof, except pursuant
to sales that are registered under the Securities Act or are exempt from the registration requirements of, the Securities Act and
does not have any agreement or understanding with any person to distribute any of the Securities.


 


2.2Information.
The Company has, prior to the Execution Date, provided such Investor with information regarding the business, operations and financial
condition of the Company and has, prior to the Execution Date, granted to such Investor the opportunity to ask questions of and
receive satisfactory answers from representatives of the Company, its officers, directors, employees and agents concerning the
Company and materials relating to the terms and conditions of the purchase and sale of the Securities hereunder, as such Investor
deems relevant in making an informed decision with respect to its investment in the Securities. Such Investor is able to bear the
economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


2.3Risk
of Investment. Each Investor acknowledges that an investment in the Company involves a high degree of risk. Each Investor
acknowledges that the purchase of the Securities is a speculative investment involving
a high degree of risk and any estimates and predictions that may have been made by the Company merely represent predictions of
future events, which may or may not occur and are based on assumptions, which may or may not occur. As a consequence, such predictions
may not be relied upon to indicate the actual results, which might be attained. Each Investor understands that he/she must therefore
bear the economic risk of this investment for an indefinite period of time and be able to withstand a total loss of the investment.


 


2.4Limited
Market for Securities. Each Investor understands that the issuance of the Securities has not been registered under the Securities
Act and that the Securities are being sold in reliance upon the exemption from the registration requirements under the Securities
Act provided in Regulation D promulgated thereunder or pursuant to other exemptions not inconsistent therewith. The Investor
further understands that there is a limited public trading market for the Securities and there can be
no assurance that an active market will develop.


 






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2.5Limitations
on Disposition. Such Investor acknowledges that the Securities have not been and are not being registered under the Securities
Act and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom.


 


2.6Legend.
Such Investor understands that the certificates representing the Securities may bear at issuance a restrictive legend in substantially
the following form: 


 


“The securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of
any state, and may not be offered, transferred, pledged, hypothecated, sold or otherwise disposed of unless a registration statement
under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption
from registration under the Securities Act and applicable state securities laws is available in connection with such offer or sale.”


2.7Reliance
on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth and
accuracy of the representations and warranties of such Investor set forth in this Section 2 in order to determine the availability
of such exemptions and the eligibility of such Investor to acquire the Securities.


 


2.8Non-Affiliate
Status; Common Stock Ownership. Such Investor is not an Affiliate of the Company or of any other Investor and is not acting
in association or concert with any other Person in regard to its purchase of the Securities or otherwise in respect of the Company.
Such Investor’s investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and
it has no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Board of Directors.


 


3.Representations
and Warranties of the Company. The Company hereby represents and warrants to each Investor that, except as expressly set forth
on the disclosure schedules to this Agreement, as of the Execution Date and as of the Closing Date: 


 


3.1Organization,
Good Standing and Qualification. The Company and each of its Subsidiaries is an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction under which it is incorporated, and has all requisite corporate power and authority
to conduct its business as currently conducted and to execute, deliver and perform all of its obligations under this Agreement
and to consummate the transactions contemplated hereby. The Company and each of its subsidiaries is qualified to do business as
a foreign corporation in each jurisdiction where failure to be so qualified could, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


3.2Authorization;
Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction
Documents, including, without limitation, its obligations to issue and sell the Securities to the Investors in accordance with
the terms hereof and thereof, and to issue the Warrant Shares upon exercise of the Warrants. All corporate action on the part of
the Company by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance
by the Company of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the
Company, its Board of Directors, stockholders, any Governmental Authority or organization or any other person or entity is required.


 


3.3Due
Execution; Enforceability. This Agreement has been and, at or prior to the Closing, each other Transaction Document to be delivered
at the Closing will be, duly executed and delivered by the Company. This Agreement constitutes and, upon the execution and delivery
thereof by the Company, each other Transaction Document will constitute the valid and legally binding obligation of the Company,
enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity.


 






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3.4Disclosure
Documents; Agreements; Financial Statements; Other Information. The Company is subject to the reporting requirements of the
Exchange Act and has filed with the SEC all reports, schedules, registration statements and definitive proxy statements that the
Company was required to file with the SEC during the preceding twelve calendar months (collectively, the “SEC Documents”).
The Company is not aware of any event occurring or expected to occur on or prior to the Closing Date (other than the transactions
effected hereby and quarterly releases of financial results) that would require the filing of, or with respect to which the Company
intends to file, a Form 8-K after the Closing.


 


3.5Capitalization.
All issued and outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully paid
and non-assessable. No shares of the capital stock of the Company were issued in violation of preemptive rights or any other similar
rights of security holders of the Company or any Liens created by or through the Company.


 


3.6Due
Authorization; Valid Issuance. The Shares and Warrants are duly authorized and, when issued, sold and delivered in accordance
with the terms hereof, (i) the Shares and Warrants will be duly and validly issued, and the Shares will be fully paid and nonassessable;
in each case, free and clear of any Liens imposed by or through the Company, and (ii) assuming the accuracy of each Investor’s
representations in this Agreement, the Shares and Warrants will be issued, sold and delivered in compliance with all applicable
Federal and state securities laws. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance
with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed
by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement at the time of
exercise, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.


 


3.7No
Conflict with Other Instruments. The Company is not in violation of any provisions of its charter, bylaws or any other governing
document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under
any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation
of any provision of any Governmental Requirement applicable to it, except for any violation or default under any such instrument
or contract or any violation of any provision of a Governmental Requirement that, in either such case, has not had or would not
reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the
other Transaction Documents, and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation,
the issuance of the Shares and the Warrants and the reservation for issuance and issuance of the Warrant Shares) will not result
in any violation of any provisions of the Company’s charter, Bylaws or any other governing document or in a default under
any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation
of any provision of any Governmental Requirement applicable to the Company or be in conflict with or constitute, with or without
the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results
in the creation of any Lien upon any assets of the Company. 


 


3.8Material
Adverse Effect. Other than as disclosed in the SEC Documents, since the date of the latest audited financial statements included
in the Company’s SEC Documents there has been no event, occurrence or development that, individually or in the aggregate,
has had, or could reasonably be expected to result in, a Material Adverse Effect.


 


3.9Full
Disclosure. The representations, warranties and written statements contained in this Agreement and the other Transaction Documents
and in the certificates, exhibits and schedules delivered to such Investor by the Company pursuant to this Agreement and the other
Transaction Documents and in connection with such Investor’s due diligence investigation of the Company, do not contain any
untrue statement of a material fact, and do not omit to state a material fact required to be stated therein or necessary in order
to make such representations, warranties or statements not misleading in light of the circumstances under which they were made.


 






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4.Covenants
of the Company and Each Investor.


 


4.1The
Company agrees with each Investor that the Company will: 


 


(a)file
a Form D with respect to the Securities issued at the Closing as and when required under Regulation D; and


 


(b)take
such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Shares and Warrants for
sale under applicable state or “blue-sky” laws or obtain an exemption therefrom. 


 


4.2Board
Representation. Upon Oaxaca’s request and at such time as requested by Oaxaca, the number of members of the Board of
Directors shall be set at four, and the Company shall present up to two nominees nominated by Oaxaca to become members of the Board
of Directors (the “Oaxaca Members”) either through an action by written consent or through the vote of the Company’s
stockholders at a meeting of the Company’s stockholders. The Company shall take such actions as are reasonably necessary
to enable the Oaxaca Members to be nominated to the Board of Directors including obtaining the resignations of directors. From
and after the election of the Oaxaca Members to the Board of Directors, the number of directors on the Board of Directors shall
not be increased or decreased without the approval of the Oaxaca Members.


 


4.3Reservation
of Shares. The Company shall, on the Closing Date, have authorized and reserved for issuance to the Investors free from any
preemptive rights, and shall keep available at all times during which any Warrants are outstanding, a number of Shares (the “Reserved
Amount”) that, on the Closing Date, is not less than one hundred percent (100%) of the number of Warrant Shares issuable
upon exercise of all of the Warrants issued at the Closing, without regard to any limitation or restriction on such conversion
or exercise that may be set forth in the Warrants.


 


4.4Use
of Proceeds. The Company shall use the proceeds from the sale of the Shares and Warrants for general business purposes.


 


4.5Limitations
on Disposition. No Investor shall sell, transfer, assign or dispose of any Securities, unless such sale, transfer, assignment
or disposition complies with applicable provisions of the Securities Act and applicable state securities regulations and, if requested
by the Company, such Investor has furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such Securities under the Securities Act.


 


4.6Protection
of Tax Attributes. The Company agrees and covenants that it will not take any action, nor cause any of its Affiliates, successors,
or assigns, to take any action, that would result in the impairment of the net operating losses and deferred tax benefits of the
Company pursuant to Section 382 of the Internal Revenue Code of 1986, as amended.


 


4.7Officers.
Provided Oaxaca invests at least the Threshold Amount, Oaxaca shall have the right to appoint the Chief Executive Officer and each
of the other key executive officers of the Company.


 


4.8Corporate
Actions. The Company agrees that without the approval of Oaxaca (which, at such time as there are one or more Oaxaca Members,
such approval will be evidenced by the Board of Directors vote of at least one Oaxaca Member in favor of such action), the Company
will not take any of the following actions:


 






    	10



    	 



    

 


 


(a)Issue
additional shares of equity of any class, other than issuances pursuant to the NQSOP;


 


(b)Incur
indebtedness for borrowed money in excess of the total indebtedness of the Company as at June 30, 2013;


 


(c)The
acquisition or disposition of assets that would be required to be reported under Item 2.01 of a Current Report on Form 8-K pursuant
to regulations promulgated by the SEC;


 


5.Management
Equity Plan. At the Closing, the Company shall establish the NQSOP and shall issue options to such individuals and in such
amounts as set forth on Exhibit C hereto.


 


6.Conditions
to Closing.


 


6.1Conditions
to Investors’ Obligations at the Closing. Each Investor’s obligations to effect the Closing, including without
limitation its obligation to purchase Shares and Warrants at the Closing, are conditioned upon the fulfillment (or waiver by such
Investor in its sole and absolute discretion) of each of the following events as of the Closing Date, and the Company shall
use commercially reasonable efforts to cause each of such conditions to be satisfied:


 


(a)the
representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents shall be true
and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation
or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as
of that particular date);


 


(b)the
Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth
in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 


 


(c)the
Company shall have delivered to such Investor duly executed certificates representing the Shares and the Warrants being purchased
by such Investor, as applicable;


 


(d)the
Company shall have delivered to such Investor an opinion of counsel for the Company, dated as of the Closing Date, in form and
substance satisfactory to such Investor;


 


(e)the
Company shall have authorized and reserved for issuance the aggregate number of Shares issuable upon exercise of all of the Warrants
to be issued at the Closing (such number to be determined without regard to any restriction on such exercise);


 


(f)other
than as disclosed in the SEC Documents, since the date of execution of this Agreement, no event or series of events shall have
occurred that, individually or in the aggregate, reasonably could have, or result in, a Material Adverse Effect; 


 


(g)the
Company shall have collected more than 65% of the accounts receivable outstanding as of August 31, 2013 and generated by the Company’s
former Hillside, New Jersey freight forwarding and logistics business which the Company sold as of August 31, 2013 to Allports
Logistics Anchor Wharehouse, LLC; and


 


(h)there
shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction
that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction
Documents.


 






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6.2Conditions
to Company’s Obligations at the Closing. The Company’s obligations to effect the Closing with each Investor are
conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events
as of the Closing Date:


 


(a)the
representations and warranties of such Investor set forth in this Agreement and in the other Transaction Documents shall be true
and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation
or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as
of that date); 


 


(b)such
Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that
are required to be complied with or performed by such Investor on or before the Closing; 


 


(c)there
shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction
that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction
Documents; 


 


(d)such
Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company;
and 


 


(e)such
Investor shall have tendered to the Company the Purchase Price for the Shares and the Warrant being purchased by it at the Closing
by wire transfer of immediately available funds.


 


7.Miscellaneous.


 


7.1Survival;
Severability. The representations, warranties, covenants and indemnities made by the parties herein and in the other Transaction
Documents shall survive the Closing notwithstanding any due diligence investigation made by or on behalf of the party seeking to
rely thereon. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that in such case the parties shall negotiate in good faith to replace such provision with a new provision which is not illegal,
unenforceable or void, as long as such new provision does not materially change the economic benefits of this Agreement to the
parties.


 


7.2Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement. 


 


7.3No
Reliance. Each Investor acknowledges that (i) it has such knowledge in business and financial matters as to be fully capable
of evaluating this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, (ii) it is
not relying on any advice or representation or warranty of any other party in connection with entering into this Agreement, the
other Transaction Documents, or such transactions (other than the representations and warranties made in this Agreement or the
other Transaction Documents), (iii) it has not received from any party any assurance or guarantee as to the merits (whether legal,
regulatory, tax, financial or otherwise) of entering into this Agreement or the other Transaction Documents or the performance
of its obligations hereunder and thereunder, and (iv) it has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent that it has deemed necessary, and has entered into this Agreement and the other
Transaction Documents based on its own independent judgment and on the advice of its advisors as it has deemed necessary, and not
on any view (whether written or oral) expressed by any party.


 


7.4No
Brokers. None of the parties hereto has incurred any obligation or liability, contingent or otherwise, for brokerage fees,
finder’s fees, agent’s commissions, or the like in connection with this Agreement or the transactions contemplated
hereby. Each party hereto agrees to indemnify and hold the other party hereto harmless against and in respect of any such obligation
or liability based on agreements, arrangements, or understandings claimed to have been made by such party with any third party.


 






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7.5Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and not joint with
the obligations of the other Investors hereunder, and no Investor shall be responsible in any way for the performance of the obligations
of any other Investor hereunder. The Company acknowledges and agrees that nothing contained herein or in any other agreement or
document delivered at Closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of entity, or a “group” as described
in Section 13(d) of the Exchange Act, or create a presumption that the Investors are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Investor has been represented by its own separate
counsel in connection with the transactions contemplated hereby, shall be entitled to protect and enforce its rights, including
without limitation rights arising out of this Agreement or the other Transaction Documents, individually, and shall not be required
to be join any other Investor as an additional party in any proceeding for such purpose.


 


7.6Injunctive
Relief. The parties hereto acknowledge and agree that a breach by either of their obligations hereunder will cause irreparable
harm the other party and that the remedy or remedies at law for any such breach will be inadequate and agrees, in the event of
any such breach, in addition to all other available remedies, the non-breaching party shall be entitled to an injunction restraining
any breach and requiring immediate and specific performance of such obligations 


 


7.7Governing
Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the City and County of New York for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby and hereby irrevocably waives, and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. In any action, suit or proceeding in any
jurisdiction brought by any party against any other party, the parties each knowingly and intentionally, to the greatest extent
permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury. 


 


7.8Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.


 


7.9Headings.
The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


7.10Notices.
Any notice, demand or request required or permitted to be given by the Company or the Investor pursuant to the terms of this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission, unless
such delivery is made on a day that is not a Business Day, in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed as
follows:


 






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	If to the Company:	 	William J. Lally, Chief Executive Officer
	 	 	Janel World Trade, Ltd.
	 	 	150-14 132nd Avenue
	 	 	Jamaica, New York 11434
	 	 	Tel (718) 527-3800
	 	 	Fax (516) 593-0925
	 	 	blally@janelgroup.com
	 	 	 
	with a copy to: 	 	Hillel Tendler, Esquire
	 	 	Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
	 	 	One South Street, 27th Floor
	 	 	Baltimore, Maryland 21202
	 	 	Tel (410) 332-8552
	 	 	Fax (410) 332-8553
	 	 	ht@nqgrg.com




 





 








and if to any Investor, to such address
for such Investor as shall appear on the signature page hereof executed by such Investor, or as shall be designated by such Investor
in writing to the Company in accordance with this Section 7.10.


 


7.11Expenses.
The Company and each Investor shall pay all costs and expenses that it incurs in connection with the negotiation, execution, delivery
and performance of this Agreement or the other Transaction Documents. 


 


7.12Entire
Agreement; Amendments. This Agreement and the other Transaction Documents constitute the entire agreement between the parties
with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral,
between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except
pursuant to a written instrument executed by the Company and the holders of at least a majority of the Shares and Warrant Shares
into which all of the Warrants then outstanding are exercisable (without regard to any limitation on such exercise), and no provision
hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought.
Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


[Signature Pages to Follow]


 




    	14



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first-above written.


 





 


	 	JANEL WORLD TRADE LTD.
	 	 
	 	By: 	/s/
	 	 	William
    J. Lally
Chief Executive Officer



 





 


 




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JANEL WORLD TRADE, LTD.


SECURITIES PURCHASE AGREEMENT


 


Counterpart
Signature Page


 





	FOR ENTITY INVESTORS:	 	FOR INDIVIDUAL INVESTORS:
	 	 	 	 
	 	 	 	 
	OAXACA GROUP LLC               	 	Signature:	 
	[Name of Entity]	 	Name:	 




 





	By:	/s/	 
	Name:	Dominique Schulte	 
	Title:	Managing Member	 










 


 


ADDRESS:


 


29 Bank Street


New York, NY 10014


Attention: Dominique Schulte


Tel 212-255-2038


Fax ________________________________


E-mail dschulte@oaxacagroup.com


Taxpayer ID# ________________________


 


With a copy to: 


_________________________________


_________________________________


_________________________________


Attention: _________________________


Tel ______________________________


Fax ______________________________


E-mail ____________________________


 


Number of Shares to be Purchased:
7,692,308


 


Number of Warrants to be Purchased:
12,500,000


 


 




    	16



    	 



    

 


JANEL WORLD TRADE, LTD.


SECURITIES PURCHASE AGREEMENT


 


SCHEDULE OF INVESTORS


 


 


	
         

        Name
	
        Purchase

        Price
	
        Number of

        Shares

         
	
        Number of

        Warrants

	Oaxaca Group LLC	$500,000.00	7,692,308	12,500,000
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
         

        TOTAL
	
         

        $500,000.00
	
         

        7,692,308
	
         

        12,500,000



 


 


 


 


 








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