Janel Corp – Material Contracts Watch

from 10-Q 3 pages December 3, 2025 Duties ● Serves as Senior Advisor to the Life Sciences Segment. ● Support Janel Life Sciences in Setting Strategic Direction, Marketing, New Product Develop, and Other General Management Topics. ● Participate in Monthly Meetings With the Leadership Team and Lead the Yearly Strategic Prioritization Meeting. ● Assist With Evaluation and Integration (As Requested) of M&A Targets. ● Support the Development of Next-Generation Leadership. Term ● One-Year Term, Renewing Automatically for an Additional One-Year Term, Unless Cancelled by Either Party, in Writing, and at Least Two (2) Months Prior to the Renewal Date. ● the Start Date of Your Service Under This Proposal Will Be December 3, 2025 Compensation ● for Service as a Senior Advisor to the Life Sciences Segment: $50,000/Year, to Be Paid Monthly. ● Reimbursement of Reasonable Travel and Other Expenses Related to Your Service. the Consultancy Agreement Was Originally Signed July 3, 2024. This Version Was Signed on December 3, 2025, Enters Into Effect on December 3, 2025 and Supersedes Any Prior Versions

from 10-Q 3 pages December 3, 2025 Duties ● Serves as Senior Advisor With Focus on Logistics Segment ● Support the Development of Next-Generation Leadership Term ● One-Year Term, Renewing Automatically for an Additional One-Year Term, Unless Cancelled by Either Party, in Writing, and at Least Two (2) Months Before the Renewal Date. ● the Start Date of Your Service Under This Proposal Will Be December 3, 2025. Compensation ● for Service as a Senior Advisor: $50,000/Year, to Be Paid Monthly. ● Reimbursement of Reasonable Travel and Other Expenses Related to Your Service. the Consultancy Agreement Was Originally Signed November 7, 2015 and Amended on September 28, 2016. This Version Was Signed on December 3, 2025, Enters Into Effect on December 3, 2025 and Supersedes Any Prior Versions

from 10-Q 3 pages December 3, 2025 Duties ● Targeting, Outreach, Acquisition: Build Relationships With Potential Deal Sources and Execute Outreach and Development of M&A Targets Across Multiple Business Segments. ● Integration (Logistics): Participate in Janel Group’s Integration Team to Help Acquired Logistics Entities to Transition Their Operations Smoothly Into the Janel Group Family. ● Mentorship (Logistics): Support the Development of Janel Group’s Next-Generation Leadership Through Encouragement and Counsel on Operational and Other Matters. Term ● One-Year Term, Renewing Automatically for an Additional One-Year Term, Unless Cancelled by Either Party, in Writing, and at Least Two (2) Months Before the Renewal Date. ● the Start Date of Your Service Under This Proposal Will Be December 3, 2025. Compensation ● for Service as a Senior Advisor to the Mergers and Acquisitions Team: $109,000/Year, to Be Paid Monthly. ● Reimbursement of Reasonable Travel and Other Expenses Related to Your Service. the Consultancy Agreement Was Originally Signed February 26, 2017. This Version Was Signed on December 3, 2025, Enters Into Effect on December 3, 2025 and Supersedes Any Prior Versions

from 10-K 3 pages Second Amended and Restated Acquisition Note

from 10-K 3 pages Third Amended and Restated Term B Note

from 10-K 3 pages Third Amended and Restated Term a Note

from 10-Q 3 pages Second Amended and Restated Term B Note

from 10-Q 3 pages Second Amended and Restated Term a Note

from 10-Q 3 pages Amended and Restated Acquisition Note

from 10-K 2 pages July 3, 2024 Karen Ryan Director, Janel Corporation and Chair of Compensation Committee Senior Advisor, Janel Life Sciences Duties as a Member of the Board of Directors: • Attendance at Eight (8) Board Meetings Per Year, Including Four (4) In-Person Quarterly Meetings and Four (4) Telephonic Monthly Results Meetings. as a Senior Advisor: • Mentorship: Support the Development of the Janel Life Sciences Leadership Team. • Strategic Guidance: Support Janel Life Sciences in Setting Strategic Direction, Marketing, New Product Development and Other General Management Topics. • Participate in Monthly Meetings With the Leadership Team and Lead the Yearly Strategic Prioritization Meeting. • Assist With Evaluation and Integration (As Requested) of M&A Targets. Term • One-Year Term, Renewing Automatically for Additional One-Year Terms, Unless Cancelled by Either Party Within Six (6) Months of the Renewal Date. Compensation • for Service as a Director on the Board of Directors, You Will Receive Janel Corporation’s Board Fee of $40,000/Year, Paid Monthly. for Service as Chair of the Compensation Committee You Will Receive $10,000/Year, Paid Monthly. You Will Be Awarded 2,500 Stock Options Yearly. • for Service as a Senior Advisor to Janel Life Sciences You Will Receive $50,000/Year, Paid Monthly. • Reimbursement of Travel and Other Expenses Related to Your Service

from 10-K 8 pages Severance Agreement and General Release

from 10-Q 6 pages Amendment to Membership Interest Purchase Agreement

from 10-Q 3 pages To the Holders of Janel Corporation Series C Cumulative Preferred Stock: As You Know, Janel Corporation’s Series C Cumulative Preferred Stock, Par Value $0.001 Per Share (The “Preferred C Shares”) Is Held by You as Follows: Oaxaca Group 15,805 Shares John Joseph Gonzalez II 250 Shares John Eidinger 4,905 Shares

from 10-K 26 pages Janel Corporation Amended and Restated 2017 Equity Incentive Plan

from 10-K 45 pages Membership Interest Purchase Agreement

from 8-K 5 pages As of the Date Hereof Pursuant to the Terms and Conditions Listed Below, the Undersigned (The “Investor”) Hereby Subscribes for the Purchase of 1,200 Shares of Series C Cumulative Preferred Stock, Designated as “Series C Cumulative Preferred Stock,” Par Value $0.001 Per Share (The “Shares”), of Janel Corporation, a Nevada Corporation (The “Company”), at a Purchase Price of $500.00 Per Share, or an Aggregate Purchase Price of $600,000 and Hereby Tenders Such Aggregate Purchase Price to the Company by Wire Transfer to the Company. in Consideration of the Acceptance by the Company of the Investor’s Subscription for the Shares as Set Forth Herein, the Investor Hereby Agrees, Covenants, Represents and Warrants as Follows: 1. Representations and Warranties of the Investor. the Investor Represents and Warrants to the Company as Follows

from 8-K ~5 pages Certificate, Amendment or Withdrawal of Designation Nrs 78.1955, 78.1955(6) ☑ Certificate of Designation ☐ Certificate of Amendment to Designation - Before Issuance of Class or Series ☐ Certificate of Amendment to Designation - After Issuance of Class or Series ☐ Certificate of Withdrawal of Certificate of Designation

from 8-K 5 pages As of the Date Hereof Pursuant to the Terms and Conditions Listed Below, the Undersigned (The “Investor”) Hereby Subscribes for the Purchase of 650 Shares of Series C Cumulative Preferred Stock, Designated as “Series C Cumulative Preferred Stock,” Par Value $0.001 Per Share (The “Shares”), of Janel Corporation, a Nevada Corporation (The “Company”), at a Purchase Price of $500.00 Per Share, or an Aggregate Purchase Price of $325,000, and Hereby Tenders Such Aggregate Purchase Price to the Company by Wire Transfer to the Company. in Consideration of the Acceptance by the Company of the Investor’s Subscription for the Shares as Set Forth Herein, the Investor Hereby Agrees, Covenants, Represents and Warrants as Follows: 1. Representations and Warranties of the Investor. the Investor Represents and Warrants to the Company as Follows

from 8-K 15 pages Purchase and Sale Agreement

from 8-K 14 pages Pledge Agreement