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 Sententia Capital Management LLC, a New York limited liability company (“Stockholder”).
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.
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.
