WARRANT AGREEMENT dated as of March 10, 2006 between Janel World Trade, Ltd.., a Nevada corporation (the "Company"), with its principal place of business is 150-14 132nd Avenue, Jamaica, NY 11434 and Strategic Growth International, Inc., a Delaware...Warrant Agreement • March 17th, 2006 • Janel World Trade LTD • Steam & air-conditioning supply • New York
ARTICLE IAcquisition Agreement • July 12th, 2005 • Janel World Trade LTD • Steam & air-conditioning supply • New York
TENDER AND VOTING AGREEMENTTender and Voting Agreement • July 5th, 2022 • Janel Corp • Services-business services, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated July 1, 2022, among Janel Corporation., a Nevada corporation (“Purchaser”); Rubicon Technologies, Inc., a Delaware corporation (the “Company”) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof); and Aldebaran Capital, LLC, an Indiana limited liability company (“Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2009 • Janel World Trade LTD • Services-business services, nec • New York
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”).
STOCK PURCHASE AND SALE AGREEMENT dated as of July 1, 2022 between JANEL CORPORATION and RUBICON TECHNOLOGY, INC.Stock Purchase and Sale Agreement • July 5th, 2022 • Janel Corp • Services-business services, nec • Delaware
This STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of July 1, 2022, by and between JANEL CORPORATION, a Nevada corporation (“Purchaser”), and RUBICON TECHNOLOGY, INC., a Delaware corporation (the “Company”). Except where otherwise noted, capitalized terms used in this Agreement are defined in the Sections where they first appear. An index of such defined terms is provided as Annex I attached hereto.
September 30, 2021Janel Corp • October 5th, 2021 • Services-business services, nec • New York
Re: Subscription Agreement (this “Agreement”) for the Purchase of Series C Cumulative Preferred Stock of Janel Corporation
RECITALSRelations Agreement • March 17th, 2006 • Janel World Trade LTD • Steam & air-conditioning supply • New York
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2022 • Janel Corp • Services-business services, nec • New York
This Amended and Restated Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of September 21, 2021, among (1) SANTANDER BANK, N.A., a national banking association (“Lender”), (2) JANEL GROUP, INC., a New York corporation (“Janel”), EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (“ELFS”) and ELFS BROKERAGE, LLC, a Texas limited liability company (“ELFS Brokerage”, and together with Janel and ELFS, individually and collectively, and jointly and severally referred to herein as “Borrower”), (3) JANEL CORPORATION, a Nevada corporation (“Parent”), and EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, an Oklahoma limited liability company, and a wholly-owned Subsidiary of ELFS (“ELFS OK”, and together with Parent, individually and collectively, and jointly and severally referred to herein as Loan Party Obligors (as defined herein). The Schedules and Exhibits to this Agreement
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 27th, 2018 • Janel Corp • Services-business services, nec • New York
This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2016 • Janel Corp • Services-business services, nec • Indiana
THIS EMPLOYMENT AGREEMENT is made as of the 21st day of March, 2016, by and between Kris B. Wilberding, residing at 5105 Creekwood Dr., Greenville, Indiana 47124 (hereinafter referred to as the “Executive”), and INDCO, INC., a Tennessee corporation (hereinafter referred to as the “Company”).
Amendment to Senior Credit FacilityJanel Corp • July 5th, 2022 • Services-business services, nec
Reference is made to that certain Amended and Restated Loan and Security Agreement dated as of September 21, 2021 (as amended and in effect, the “Loan Agreement”) by and among Santander Bank, N.A. (“Lender”) and Janel Group, Inc., a New York corporation (“Janel”), Expedited Logistics and Freight Services, LLC, a Texas limited liability company (“ELFS”), ELFS Brokerage LLC, a Texas limited liability company (“ELFS Brokerage”), Janel Corporation, a Nevada corporation (“Parent”), and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company (“ELFS OK, and together with Janel, ELFS, ELFS Brokerage, and Parent, each a “Loan Party Obligor” and collectively, the “Loan Party Obligors”). Unless otherwise defined herein, all capitalized terms used herein shall have the meaning set forth in the Loan Agreement.
Janel World Trade, Ltd. Stock Option AgreementStock Option Agreement • September 16th, 2014 • Janel World Trade LTD • Services-business services, nec
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 2nd, 2024 • Janel Corp • Services-business services, nec
This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”) is made as of this __ day of December, 2023, by and among:
ContractWarrant Agreement • July 24th, 2009 • Janel World Trade LTD • Services-business services, nec • New York
WARRANT AGREEMENT dated as of August 27, 2008 between Janel World Trade, Ltd.., a Nevada corporation (the "Company"), with its principal place of business is 150-14 132nd Avenue, Jamaica, NY 11434 and Giovanni Domino., an individual residing at 6916 19th Avenue, Brooklyn, NY 11204, and his heirs, successors, designees and assigns (the "Holder").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 8th, 2010 • Janel World Trade LTD • Services-business services, nec • New York
This Agreement executed this 4th day of October 2010 and effective October 4, 2010 (the “Closing Date”) between Ferrara International Logistics, Inc., a New Jersey corporation with its principal place of business at 1319 North Broad Street, Hillside, New Jersey 07205 (hereinafter “FIL”) and Janel World Trade, Ltd., a Nevada corporation with its principal place of business at 150-14 132nd Avenue, Jamaica, New York 11434 (hereinafter “Janel”).
ADDENDUM TO THE ASSET PURCHASE AGREEMENT BETWEEN FERRARA INTERNATIONAL LOGISTICS, INC. AND JANEL WORLD TRADE, LTD. DATED MAY 19, 2008Asset Purchase Agreement • July 24th, 2008 • Janel World Trade LTD • Steam & air-conditioning supply
For good and valuable consideration, the receipt of which is hereby acknowledged, Ferrara International Logistics, Inc. and Janel World Trade, Ltd. mutually agree that the term "Customs Brokerage Business," as used in the Asset Purchase Agreement between Ferrara International Logistics, Inc. and Janel World Trade, Ltd. dated May 19, 2008, includes the following elements, and their respective revenue streams:
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2023 • Janel Corp • Services-business services, nec
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made as of this 25th day of April, 2023, by and among:
CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2021 • Janel Corp • Services-business services, nec
This Consent and Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) is made as of this 4th day of December, 2020, by and among:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND DEMAND SECURED PROMISSORY NOTELoan and Security Agreement • September 30th, 2014 • Janel World Trade LTD • Services-business services, nec • Georgia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND DEMAND SECURED PROMISSORY NOTE (this "Amendment") is made and entered into this twenty-fifth day of September, 2014, by and between Janel World Trade, Ltd., a Nevada corporation, and The Janel Group of New York, a New York corporation, and The Janel Group of Illinois, an Illinois corporation, and The Janel Group of Georgia, a Georgia corporation, and The Janel Group of Los Angeles, a California corporation, and Janel Ferrara Logistics, LLC, a New Jersey limited liability company, and Alpha International, LP, a New York limited partnership, and PCL Transport, LLC, a New Jersey limited liability company (individually, jointly and severally, the "Borrower" or "Obligor'') with its chief executive office and principal place of business at 150-14 132nd Avenue, Jamaica, NY 11434, and Presidential Financial Corporation, a Georgia corporation (hereinafter referred to as "Lender") with an office at 3460 Preston Ridge Road, Suite 550, Alpha
LOAN AGREEMENTLoan Agreement • May 12th, 2020 • Janel Corp • Services-business services, nec • Massachusetts
THIS LOAN AGREEMENT, made and entered into 4/19/2020, (this “Loan Agreement”) by and between JANEL CORPORATION (collectively, “Borrower”) and Santander Bank, N.A. (“Lender”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2023 among INDCO, INC., ANTIBODIES INCORPORATED, AVES LABS, INC., PHOSPHOSOLUTIONS LLC, IMMUNOCHEMISTRY TECHNOLOGIES LLC, ECM BIOSCIENCES, LLC, STEPHAEN HALL PHD LTD, and IMMUNOBIOSCIENCE...Credit Agreement • August 4th, 2023 • Janel Corp • Services-business services, nec • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT is executed as of April 25, 2023 (the “Closing Date”), by and among INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), STEPHEN HALL PHD LTD, an Indiana corporation (“SAH”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”, and collectively with INDCO, Antibodies, Aves, PSLLC, ITC, ECM and SAH, the “Borrowers”, and each individually, a “Borrower”), and FIRST MERCHANTS BANK, an Indiana bank (together with its successors and assigns, “Bank”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND DEMAND SECURED PROMISSORY NOTELoan and Security Agreement • October 15th, 2014 • Janel World Trade LTD • Services-business services, nec • Georgia
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND DEMAND SECURED PROMISSORY NOTE (this "Amendment") is made and entered into this ninth day of October, 2014, by and between Janel World Trade, Ltd., a Nevada corporation, and The Janel Group of New York, a New York corporation, and The Janel Group of Illinois, an Illinois corporation, and The Janel Group of Georgia, a Georgia corporation, and The Janel Group of Los Angeles, a California corporation, and Janel Ferrara Logistics, LLC, a New Jersey limited liability company, and Alpha International, LP, a New York limited partnership, and PCL Transport, LLC, a New Jersey limited liability company (individually, jointly and severally, the "Borrower" or “Obligor”) with its chief executive office and principal place of business at 150-14 132nd Avenue, Jamaica, NY 11434, and Presidential Financial Corporation, a Georgia corporation (hereinafter referred to as "Lender") with an office at 3460 Preston Ridge Road, Suite 550, Alpharetta, Geor
AGREEMENT AND PLAN OF MERGERPlan of Merger • July 18th, 2002 • Wine Systems Design Inc • Steam & air-conditioning supply • New York
AGREEMENT AND PLAN OF MERGER dated as of June 18, 2002 (the "Agreement"), by and among WINE SYSTEMS DESIGN, INC. ("WSD" or "the Public Company"), a Nevada corporation, WSD ACQUISITION, INC. ("WSD Acquisition"), a Nevada corporation which is a wholly-owned subsidiary of WSD, both of whom have their principal place of business at 15 East School Lane, East Greenwich, RI 02818, and JANEL WORLD TRANSPORT, LTD., a Nevada Corporation ("JWT"), having its principal place of business at 150-14 132nd Avenue, Jamaica, NY 11434.
REVOLVING CREDIT NOTEJanel Corp • October 17th, 2017 • Services-business services, nec
This Note is one of the Revolving Credit Notes referred to in, and issued pursuant to, that certain Loan and Security Agreement dated as of October 17, 2017, by and between Borrower and Lender (as hereinafter amended from time to time, the “Loan and Security Agreement”), and is entitled to all of the benefits and security of the Loan and Security Agreement. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan and Security Agreement.
ContractJanel World Trade LTD • October 10th, 2013 • 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.
PLACEMENT AGENT AGREEMENT July ___, 2008Placement Agent Agreement • July 24th, 2009 • Janel World Trade LTD • Services-business services, nec • New York
We are pleased to confirm our agreement pursuant to this letter of engagement (the “Agreement”) under which ________________ (“Placement Agent”), a Member NASD/FINRA, is engaged by Janel World Trade Ltd., a Nevada corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2014 • Janel World Trade LTD • Services-business services, nec • Georgia
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 27th, 2021 • Janel Corp • Services-business services, nec • New York
THIS MEMBERSHIP PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 21st day of September, 2021 by and between JANEL GROUP, INC., a New York corporation (“Janel”), EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (“ELFS”), DAVID W. FLAKE, RANDALL L. COCKRELL, STEVEN R. LALUMANDIER, and FREDERICK J. LALUMANDIER (each a “Seller” and, collectively, “Sellers”).
CREDIT AGREEMENT dated effective as of February 29, 2016 between INDCO, INC., as the Borrower and FIRST MERCHANTS BANK, NATIONAL ASSOCIATION, as the LenderCredit Agreement • March 25th, 2016 • Janel Corp • Services-business services, nec
THIS CREDIT AGREEMENT dated effective as of February 29, 2016 (this “Agreement”) is entered into between INDCO, INC., a Tennessee corporation (the “Borrower”), and FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2014 • Janel World Trade LTD • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT is made as of the 10th day of September 10, 2014, by and between John Joseph Gonzalez II, residing at hereinafter referred to as the “Executive”), and Janel World Trade, Ltd., a Nevada corporation (hereinafter referred to as the “Company”).
STOCK PURCHASE AGREEMENT by and among JANEL CORPORATION, indCo, inc., and tennessee valley ventures ii, l.pStock Purchase Agreement • March 25th, 2016 • Janel Corp • Services-business services, nec • Indiana
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of March 21, 2016, by and among JANEL CORPORATION, a Nevada corporation (the “Buyer”), INDCO, INC., a Tennessee corporation (the “Company”), and Tennessee Valley Ventures II, L.P., a Delaware limited partnership (“TVV”). Certain terms used in this Agreement are defined in Section 7.6 hereof. An index of defined terms used in this Agreement is attached as Annex A hereto.
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 2nd, 2024 • Janel Corp • Services-business services, nec
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
JANEL CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 5th, 2017 • Janel Corp • Services-business services, nec • Nevada
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of May 12, 2017 (the “Grant Date”), by and between JANEL CORPORATION, a Nevada corporation (the “Company”), and GERARD VAN KESTEREN (“Grantee”).
CONSENT, JOINDER AND SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2024 • Janel Corp • Services-business services, nec
This CONSENT, JOINDER AND SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Seventh Amendment”) is made as of this 4th day of June, 2024, by and among:
