Exhibit 10.2


 


NEITHER THIS WARRANT NOR THE SHARES OF
STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE ACT OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. THE WARRANT EVIDENCED HEREBY IS NON-TRANSFERABLE.


 


Common
Stock Purchase Warrant


 


Warrant to Purchase 12,500,000 Shares of
Common Stock, $.001 par value per share, of


 


Janel
World Trade, Ltd.


A Nevada corporation


VOID AFTER 5:00 P.M., EASTERN TIME,


___________, 2018


 


Janel
World Trade, Ltd., a Nevada corporation (the “Company”),
hereby certifies that for value received Oaxaca Group LLC, a Delaware
limited liability company, or any transferee to whom this warrant (the “Warrant”)
is properly transferred in accordance with Section 3(c) below (hereinafter, the “Holder”), is entitled,
on the terms set forth below, to purchase from the Company at any time during the period commencing on the date hereof (the “Issue
Date”) and, subject to the provisions of Section 1 below, ending at 5:00 p.m., Eastern time, on the fifth anniversary
date thereof (the “Expiration Date”), Twelve Million Five Hundred Thousand (12,500,000) fully
paid and nonassessable shares of the common stock, par value $0.001 per share (the “Warrant Shares”), of the
Company, at a price of $0.08 per share, subject to adjustments as provided below (the “Purchase Price”). As
used herein, the term “Stock” shall mean the Company’s presently authorized common stock or any stock
into or for which such common stock may hereafter be converted or exchanged prior to or concurrent with the exercise of this Warrant.



 


1.
Expiration. This Warrant shall expire at upon the first to occur of the following: (i) 5:00 p.m., Eastern time,
on the Expiration Date; and (ii) the sale of all or substantially all of the assets of the
Company or an acquisition of the Company by another corporation or entity by consolidation, merger or other reorganization or series
of related transactions in which the holders of the Company’s outstanding voting stock immediately prior to such transaction
own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the surviving
corporation, the surviving entity or the entity that controls such surviving entity (such sale of assets or acquisition, a “Merger
or Consolidation”).


 


2.Exercise
of Warrant.


 


(a)Exercisability
of the Warrant. This Warrant will become exercisable on the Issue Date.


 


(b)Exercise.
Except as hereinafter set forth, the Holder shall have the right to exercise this Warrant in whole or in part, at any time and
from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the
Warrant Shares. Notwithstanding the immediately preceding sentence, the Holder may not exercise this Warrant for any Warrant Shares
which, together with all other issuances by the Company of Warrant Shares and other shares of the Company’s equity, 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.


 


(c)Method
of Exercise. This Warrant is exercisable by delivering this Warrant accompanied by the Notice of Exercise attached hereto
as Exhibit A properly endorsed to the Company’s principal office, accompanied by payment in cash, by check
or by wire transfer in an amount equal to the product of the Purchase Price and the number of Warrant Shares being purchased at
such time.


 






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(d)Taxes.
The Company will not be required to pay any tax imposed in connection with any transfer involved in the issuance of a Warrant or
a certificate for shares of Stock in any name other than that of the original holder hereof, and in such case, the Company will
not be required to issue or deliver any stock certificate or warrant until such tax is paid.


 


3.Representations
and Covenants of the Holder. This Warrant has been issued by the Company in reliance upon the following representations
and covenants of the Holder:


 


(a)Investment
Purpose. The Stock issuable upon exercise of the Holder’s rights contained herein will be acquired for investment
and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging
in any public distribution of the same except pursuant to a registration or exemption.


 


(b)Private
Issue. The Holder understands (i) that the Stock issuable upon exercise of this Warrant is not registered under the
Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt
from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption
is predicated on the representations set forth in this Section 3.


 


(c)Disposition
of Holder’s Rights. This Warrant and all rights hereunder are non-transferable; provided, however, that the
Holder, if an entity, may transfer this Warrant and the rights hereunder, in part or whole, to any subsidiary, parent, affiliate,
general partner or limited partner of the Holder. The Stock issuable upon exercise of this Warrant is non-transferable,
except in accordance with the terms of this provision. Notwithstanding the foregoing, the restrictions imposed upon the transferability
of shares of the Stock do not apply to transfers by the Holder, if an entity, in part or whole, to any subsidiary, parent, affiliate,
general partner or limited partner of the Holder, and shall terminate as to any particular share of Stock when (1) the transfer
of such security shall have been effectively registered under the Act and transferred by the Holder thereof in accordance with
such registration, or (2) such security shall have been sold without registration in compliance with Rule 144 under the
Act or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission
or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended
by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Act
in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions
on transfer are required. Whenever the Stock issuable upon exercise of this Warrant may be sold pursuant to Rule 144(b)(1)(i),
the restrictions imposed herein shall terminate, the Holder or holder of a share of Stock issued upon exercise of this Warrant
as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one
or more new certificates for the Warrant or for such shares of Stock not bearing any restrictive legend.


 


(d)Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment, and has the ability to bear the economic risks of its investment.


 


(e)Risk of
No Registration. The Holder understands that if a registration statement covering the transfer of the Stock under the Act
is not in effect when it desires to sell the Stock issuable upon exercise of this Warrant, it may be required to hold such securities
for an indefinite period. The Holder also understands that any sale of Stock issuable upon exercise of this Warrant which might
be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that
Rule.


 


4.Delivery
of Stock Certificates on Exercise.  Promptly after the exercise of this Warrant and the payment of the Purchase Price pursuant
to Section 2(b) or after the net exercise of this Warrant pursuant to Section 2(c), the Company will issue to the
Holder or upon the order of the Holder hereof, a certificate or certificates for the number of whole shares of Stock to which the
Holder is entitled; provided, however, that (i) the Holder shall have furnished to the Company at the time of such
exercise a signed Investment Representation Statement substantially in the form attached hereto as Exhibit B
and (ii) the Company will place on each certificate the following legend:


 






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“THE SECURITIES REPRESENTED HEREBY
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE ACT.”


 


Furthermore, the Company will place on
each certificate any legend required by any applicable state securities or “blue sky” law.


 


5.Adjustments
for Dividends in Other Stock or Property; Reclassifications. The Purchase Price and the number and type of Warrant Shares
and/or other property issuable upon exercise of this Warrant shall be appropriately and proportionately adjusted to reflect any
stock dividend, stock split, combination of shares, reclassification, recapitalization, any corporate reorganization other than
as provided in Section 1 hereof or other similar event affecting the number or character of outstanding Warrant Shares, so
that the number and type of securities and/or other property issuable upon exercise of this Warrant shall be equal to that which
would have been issuable with respect to the number of Warrant Shares subject hereto at the time of such event, had such Warrant
Shares then been outstanding.


 


6.Certificate
as to Adjustments. In each case of an adjustment in the Purchase Price or in the shares of Stock or other stock, securities
or property receivable on the exercise of the Warrant, the Company, at its expense, will compute such adjustment in accordance
with the terms of the Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which
the adjustment is based. The Company will mail a copy of each such certificate to the Holder of the Warrant outstanding at that
time.


 


7.Notices
of Record Date. In case (i) the Company takes
a record of the holders of its Stock (or other stock or securities at the time receivable upon the exercise of the Warrant) for
the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares
of stock of any class or any other securities; or (ii) of any capital reorganization of the Company, any reclassification
of the common stock of the Company, any consolidation or merger of the Company with or into another corporation, including, without
limitation, any Merger or Consolidation, or any conveyance of all or substantially all of the assets of the Company to another
corporation; or (iii) of any voluntary dissolution, liquidation or winding-up of the Company; then, in each such case, the
Company will mail or cause to be mailed to each Holder of a Warrant at the time outstanding a notice specifying, as the case may
be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and time, if any is to be fixed, as
of which the holders of record of Stock (or such other stock or securities at the time receivable upon the exercise of the Warrant)
will be entitled to exchange their shares of Stock (or such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and, in
the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as
determined by the Board of Directors of the Company. Such notice shall be mailed at least ten (10) days prior to the date
specified therein; provided, however, that in the event of a Merger or Consolidation the Company shall use its best efforts to
provide such notice in accordance with Section 11 below at least twenty-one (21) days prior to the closing date of such
Merger or Consolidation and, in any event, shall provide such notice in accordance with Section 11 below at least fifteen
(15) days prior to such closing date.


 






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8.Reservation
of Stock Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, all such shares of
Stock and other stock, or such other stock, securities and property as from time to time are receivable upon the exercise of the
Warrant. 


 


9.Exchanges
of Warrant. Subject to the provisions of Section 3(c)
above, upon surrender for exchange of this Warrant (in negotiable form, if not surrendered by the Holder named on the face thereof)
to the Company at its principal office, the Company, at its expense, will issue and deliver a new Warrant or Warrants exercisable
in the aggregate for the same number of shares of Stock as may be exercised pursuant to the terms hereof, in the denomination or
denominations requested, to or on the order of such Holder upon payment by such Holder of any applicable transfer taxes; provided,
however, that any transferee of the Warrant shall be required to make the representations set forth in Exhibit B attached hereto.



 


10.Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon
delivery of an indemnity agreement in such reasonable amount as the Company may determine, or (in the case of mutilation) upon
surrender and cancellation thereof, the Company at its expense, will issue a replacement warrant in substantially identical form
to this Warrant.


 


11.Notices.
Any notices, demand, offer, request or other communication
required or permitted to be given by either the Company or a Holder (collectively, a “Notice”) pursuant to the terms
of this Warrant, if delivered to the Holder, shall be sent to the following address: _______________________________; or at such
other addresses provided to the Company or such other address as a party may request by notifying the other in writing. Any Notice
shall be delivered in writing. Any such Notice shall be deemed effectively given the earlier of (i) when received, (ii) when
delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation),
(iv) one (1) business day after being deposited with an overnight courier service and (v) four (4) days after
being deposited in the U.S. mail, First Class with postage prepaid.


 


12.Change;
Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought.


 


13.No Fractional
Shares or Script. No fractional shares or script representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefore upon the basis of the Purchase Price
then in effect.


 


14.No Rights
as Stockholder. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company
prior to the exercise of this Warrant.


 


15.Headings.
The headings in this Warrant are for purposes of reference only and shall not be deemed to constitute a part hereof.


 


16.Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


17.Governing
Law. This Warrant is delivered in the State of Delaware and shall be construed in accordance with and governed by the laws
of such state.


 


18.Confidentiality;
No Public Disclosure. The terms and conditions of this Warrant are confidential. Neither party shall make any public disclosure
concerning the terms and conditions of this Warrant without the prior written consent of the other party, except as required by
the rules and regulations of the Securities and Exchange Commission, or any applicable stock exchange.


 






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In
Witness Whereof, the parties hereto have caused this Warrant to be executed as of the ____ day of _________, 2013.


 





	Witness:	 	Janel World Trade, Ltd.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	William J. Lally
	 	 	 	Chief Executive Officer
	 	 	 	 
	 	 	Oaxaca Group LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Dominique Schulte
	 	 	 	Managing Member
	 	 	 	 







 







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EXHIBIT A


NOTICE OF EXERCISE 


 


To
Janel World Trade, Ltd.


 


1.The
undersigned hereby elects to purchase _________ shares of Common Stock of Janel World Trade, Ltd.,
a Nevada corporation (the “Company”), pursuant to the terms of the attached Warrant.


 


2.The undersigned
tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes,
if any.


 


3.Please issue
a certificate, or certificates representing said shares of stock, in the name of the undersigned or in such other name as are specified
below:


 


______________________________


(Name)  


 


______________________________


 


______________________________


(Address) 


 


4.The undersigned
hereby represents to the Company as follows:


 


(i)The
stock to be received upon the exercise of the Warrant will be acquired for investment for its own account, not as a nominee or
agent, and not with a view to the sale or distribution of any part thereof, and it has no present intention of selling, granting
participation in or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition
of its property shall at all times be within its control. By executing this Statement, the undersigned further represents that
it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations
to such person or to any third person, with respect to the stock acquired upon exercise of the Warrant.


 


(ii)The
undersigned understands that any stock acquired upon exercise of the Warrant at the time of issuance may not be registered under
the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws on the ground that
the issuance of securities is exempt pursuant to Section 4(2) of the Act, and state law exemptions relating to offers
and sales not by means of a public offering and that the Company’s reliance on such exemptions is predicated on the undersigned’s
representations set forth herein.


 


(iii)The
undersigned agrees that in no event will it make a disposition of any stock acquired upon the exercise of the Warrant unless and
until (i) it shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement
of the circumstances surrounding the proposed disposition, and (ii) if requested by the Company, it shall have furnished the
Company with an opinion of counsel satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary
for compliance with the Act and any applicable state securities laws has been taken or an exemption from the registration requirements
of the Act and such laws is available, and (B) that the proposed transfer will not violate any of said laws.


 


(iv)The
undersigned represents that it is able to fend for itself in connection with its purchase of stock as contemplated by this Statement,
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its
investment and that it has the ability to bear the economic risks (including the risk of a total loss) of its investment.


 


(v)The
undersigned acknowledges that the stock acquired upon exercise of the Warrant must be held indefinitely unless subsequently registered
under the Act or an exemption from such registration is available. The undersigned is aware of the provisions of Rule 144
promulgated under the Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain
current public information about the Company, the resale occurring not less than one year after a party has purchased and paid
for the security to be sold, the sale being through a “broker’s transaction” or in transactions directly with
a “market maker” (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not
exceeding specified limitations.


 





	Date: 	 	 	 
	 	 	 	 
	 	 	 	
	 	 	 	Name of Warrantholder







 





 


 


 




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