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