REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of January 10,
2007, by and among Janel World Trade, Ltd., a Nevada corporation (the “ Company ”) and each Holder of
shares of Series A Convertible Preferred Stock (the “ A Shares ”) of the Company pursuant to a Securities
Purchase Agreement, dated as of the date hereof, by and between each Investor and the Company (the “ SPA
The Underlying Shares shall have the registration rights as set forth herein.
The Company and the Investors hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the
Term Sheet shall have the meanings given such terms in the Term Sheet. As used in this Agreement, the following
terms shall have the following meanings:
“Certificate of Designation ” means the Certificate of Designation for the A Shares.
“ Closing Date ” means the date of the closing of the Financing.
“ Commission ” means the United States Securities and Exchange Commission.
“ Common Stock ” means the Company’s common stock par value $0.001 per share.
“ Conversion Shares ” means all shares of Common Stock issuable upon conversion of the A Shares.
“ Dividend Shares ” means any shares of Common Stock issuable as dividend payments in respect of
the A Shares as provided in the Certificate of Designation (including the Conversion Shares if dividend payments
are made in A Shares).
“ Effectiveness Period ” shall mean from the date hereof until the earlier to occur of the date when all
Registrable Securities covered by a Registration Statement either (a) have been sold pursuant to a Registration
Statement or an exemption from the registration requirements of the Securities Act, and (b) pursuant to a written
opinion of Company counsel acceptable to the Company’s transfer agent and the legal counsel for the Holders,
may be sold pursuant to Rule 144(k).