EXHIBIT 10.1


 


	 	__________________, 2014


 


Janel World Trade, Ltd.


150-14 132nd Avenue


Jamaica, New York 11434


 


		Re:	Subscription Agreement (this “Agreement”)
                                                             for the Purchase of Series C Cumulative Preferred Stock of Janel World Trade,
                                                             Ltd.                                  



 


Gentlemen:


 


As of the date hereof
pursuant to the terms and conditions listed below, the undersigned (the “Investor”) hereby subscribes for the
purchase of __________ shares of Preferred Stock, designated as “Series C Cumulative Preferred Stock,” par value $0.001
per share (the “Shares”), of Janel World Trade, Ltd., a Nevada corporation (the “Company”),
at a purchase price of $10.00 per Share, or an aggregate purchase price of $_________, and hereby tenders such aggregate purchase
price to the Company by wire transfer to the Company.


 


In consideration of
the acceptance by the Company of the Investor’s subscription for the Shares as set forth herein, the Investor hereby agrees,
covenants, represents and warrants as follows:


 


1.            Representations
and Warranties of the Investor. 


 


The Investor represents
and warrants to the Company as follows:


 


(i)            Review
of Company Information. The Investor has received, carefully reviewed and is familiar with the Company’s filings
with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for
the year ended September 30, 2013, Quarterly Reports on Form 10-Q for the quarters ended December 31, 2013, March 31, 2014 and
June 30, 2014, and Current Reports on Form 8-K since September 30, 2013 (the “Securities Filings”). The Investor
understands and has evaluated the risks of an investment in the Company, including, without limitation, the risks set forth in
the section entitled “Risk Factors” in the Company’s Annual Report of Form 10-K for the year ended September
30, 2013.


 


(ii)           Investment
Intent. The Investor is acquiring the Shares solely for investment, solely for the Investor’s own account, not for
the account of any other person, and not for distribution, assignment or resale to others and no other person has a direct or indirect
beneficial interest in any Shares so acquired.


 


(iii)          Independent
Advisors. The Investor has consulted with the Investor’s legal and tax advisors with respect to legal matters and
the financial and tax consequences of an investment in the Company, as well as the suitability of this investment, based on the
Investor’s individual circumstances.


 




    	 



    	 



    

 


(iv)          Access
to Other Information. In making a decision to purchase the Shares, the Investor has relied solely upon its independent
investigation. The Investor has had the opportunity to ask questions of and receive answers from the Company (or persons acting
on its behalf) concerning the terms and conditions of an investment in the Shares, the activities of the Company, and other matters
pertaining to this investment and to obtain any additional information which the Company possesses or can acquire without unreasonable
effort or expense that is necessary to verify the accuracy of information furnished by the Company in the Securities Filings or
that which was otherwise provided in order for the Investor to evaluate the merits and risks of an investment in the Shares, and
has not been furnished any other offering literature or prospectus. All such questions and requests for information have been answered
to the full satisfaction of the Investor.


 


(v)           Advertisement.
The Investor has neither relied upon nor seen any form of advertising or general or public solicitation, including communications
published in or broadcasted by any print or electronic medium and mass mailings, in connection with the offering of the Shares,
and is not aware of any such solicitation or advertisement received by others.


 


(vi)         Accredited
Investor Status.


 


The Investor is an
“accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”).


 


(viii)        Investor’s
Residence. The Investor has its principal residence in the State of ____________, and has no present intention of changing
such principal residence.


 


(ix)          Risk
of Investment. The Investor acknowledges that an investment in the Company involves a high degree of risk. The Investor
acknowledges that the purchase of the Shares 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. The 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.


 


(x)           Limited
Market for Shares. The Investor understands that the issuance of the Shares has not been registered under the Securities
Act and that the Shares 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 Shares and there can be no assurance that an active market will
develop.


 




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(xi)          Restrictions
on Transferability; Legend. The Investor acknowledges and understands that: (a) the Shares have not been registered under
the Securities Act and any applicable state or foreign securities laws (the “State Acts”), and may not be sold,
pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the Investor unless registered pursuant
to the Securities Act and the State Acts, or upon presentation to the Company of evidence satisfactory to the Company, or submission
to the Company of a favorable opinion of counsel acceptable to the Company, to the effect that any such transfer is subject to
an applicable exemption under and will not be in violation of the Securities Act and the State Acts; (b) the Company has not agreed
to register the Shares for distribution in accordance with the provisions of the Securities Act or the State Acts, and has not
agreed to comply with any exemption under the Securities Act and the State Acts for the transfer of the Shares; and (c) as a result
of the limitations on the ability to transfer the Shares, the Investor may be required to hold the Shares indefinitely and therefore
may not realize any liquidity from any sale of the Shares. The Investor understands that the certificates, if any, representing
the Shares 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.”


 


(xii)         Entity
Authority. The Investor is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization as set forth on the signature page hereof, with the requisite corporate power and authority to purchase the
Shares to be purchased by it hereunder and to execute and deliver this Agreement. The Investor has previously made other investments
or engaged in other substantive business activities prior to receiving an opportunity to purchase the Shares and was not formed
with a view to investment in the Shares.


 


(xiii)        Finder’s
Fees. The Investor has made no arrangement, which could give rise to any broker’s or finder’s fees or similar
fees in connection with the purchase of the Shares.


 


(xiv)        Reliance
by Company. The foregoing representations and warranties and all other information which the Investor has provided to the
Company concerning such Investor, the financial position of the Investor, and the Investor’s knowledge of financial and business
matters, or in the case of persons investing as joint tenants or a corporation, partnership, trust or other entity, the knowledge
of financial and business matters of the person making the investment decision on behalf of such joint tenants or entity, including
all information contained herein, are true and accurate as of this date and shall be true and accurate as of the date of the acceptance
by the Company of this subscription. If in any respect such representations, warranties or information shall not be true and accurate
at any time prior to the Investor’s receipt of confirmation of acceptance of this subscription, the Investor will give written
notice of such fact to the Company, specifying which representations, warranties or information are not true and accurate and the
reasons therefor.


 




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2.            Covenant
of the Investor.


 


The Investor covenants
and agrees that the Investor will not take, or cause to be taken any action with respect to the Shares that would cause the Investor
to be deemed an “underwriter” as defined in Section 2(11) of the Securities Act.


 


3.            Indemnification.


 


The Investor understands
and acknowledges that the Company and its control persons are relying on the representations, warranties and agreements made by
the Investor in this Agreement and the Investor agrees to indemnify and hold harmless the Company, its control persons, the Company’s
affiliates and anyone acting on its behalf from and against all damages, losses, costs and expenses (including reasonable attorneys’
fees) which they may incur by reason of any breach of the representations and warranties made by the Investor herein.


 


4.            Binding
Effect; Successors and Assigns.


 


This Agreement will be
binding upon the parties hereto, the successors and assigns of the Company and the heirs, personal representatives, successors
and assigns of the Investor. This Agreement will inure to the benefit of the Company and its successors and assigns. Neither this
Agreement nor any part of it is assignable by the Investor.


 


5.            Miscellaneous.


 


(i)            Upon
the Company’s acceptance of this subscription by countersigning below, this Agreement constitutes the entire agreement among
the parties hereto with respect to the subscription by the Investor for the Shares and may be amended only by a writing executed
by the parties hereto.


 


(ii)           Within
10 days after receipt of a written request from the Company, the Investor agrees to provide such information and to execute and
deliver such documents as reasonably may be necessary to comply with any and all laws and ordinances to which the Company is subject.


 


(iii)          Each
provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity shall not impair the operation of or affect the remaining portions
of this Agreement.


 




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(iv)          This
Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles of conflict of
laws.


 


Sincerely,


 


	FOR INDIVIDUALS:	 	FOR ENTITIES:
	 	 	 
	 	 	 
	 	 	(Name of Entity)
	Name: 	 	 	 
	 	 	By: 	 
	 	 	Name:  	 
	Social Security Number	 	Title:  	 
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 	 	 


 


	ACCEPTED THIS _____ DAY OF ___________, 2014	 
	 	 
	Janel World Trade, Ltd., a Nevada corporation	 
	 	 
	By: 	 	 
	 	William J. Lally, President	 


 




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