ContractCommon Stock Purchase Warrant • October 10th, 2013 • Janel World Trade LTD • Services-business services, nec • Delaware
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.
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, 2013Securities Purchase Agreement • October 10th, 2013 • Janel World Trade LTD • Services-business services, nec • New York
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
