JFB Construction Holdings (Form: S-1, Received: 10/14/2025 11:39:41)

As filed with the U.S. Securities and Exchange Commission on October 10, 2025

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

JFB CONSTRUCTION HOLDINGS

(Exact Name of Registrant as Specified in its Charter)

Nevada

6719

99-2549040

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

561-582-9840

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

Joseph F. Basile III

Chief Executive Officer

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

561-582-6823

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Joseph M. Lucosky, Esq.

Scott E. Linsky, Esq.

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
	Smaller reporting company ☒
Non-accelerated filer ☒	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED October 10, 2025

JFB Construction Holdings

Up to 24,852,314 Shares of Common Stock offered by the Selling Stockholders

This prospectus relates to the resale, from time to time, of up to 24,852,314 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of JFB Construction Holdings (the “Company”), by the selling stockholders identified in this prospectus under the section “Selling Stockholders” (the “Offering”) pursuant to a Securities Purchase Agreement dated September 26, 2025 (the “Securities Purchase Agreement”) with American Ventures LLC, Series XIV JFB (the “Investor”), whereby the Company issued to the Investor: (i) 4,389,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, stated value $10.00 per share (“Series C Preferred Stock”), convertible into 8,068,933 shares of Common Stock (the “Conversion Shares”) at a conversion price of $5.44 per share of Series C Preferred Stock; (ii) 8,068,933 warrants (the “Common A Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock (the “Common A Warrant Shares”), and (iii) 8,068,933 warrants (the “Common B Warrants” and collectively with the Common A Warrants, the “PIPE Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock (the “Common B Warrant Shares”, and collectively with the Common A Warrant Shares, the “Warrant Shares”). The PIPE Warrants are subject to beneficial ownership limitations set by the holder. The Common A Warrants issued in the Offering are exercisable immediately at an exercise price of $5.75 per share and will expire three years from the date of issuance. The Common B Warrants issued in the Offering are exercisable immediately at an exercise price of $6.25 per share and will expire three years from the date of issuance. The purchase price for one unit consisting of the Series C Convertible Preferred Stock, Common A Warrants and Common B Warrants was $5.44 per share.

In connection with the Offering, on September 26, 2025, the Company entered into a Placement Agent Agreement with Dominari Securities LLC (the “Placement Agent”), in which the Placement Agent served as the placement agent in the Offering, and the Company, as part of the compensation payable to the Placement Agent for services provided by the Placement Agent to the Company in the Offering, issued warrants (the “Placement Agent Warrants” and, collectively with the PIPE Warrants, the “Warrants”), to purchase an aggregate of 645,515 shares of Common Stock (the “Placement Agent Warrant Shares”) at an exercise price of $5.44 per share, subject to certain adjustments.

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of any Conversion Shares, Warrant Shares, or Placement Agent Warrant Shares by the applicable Selling Stockholders. We would, however, receive proceeds from any PIPE Warrants that are exercised through the payment of the exercise price in cash of such PIPE Warrants, in a maximum amount of up to approximately $100,338,796. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

We are an “emerging growth company” under the federal securities laws and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our common stock is speculative and involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus, as described beginning on page 13.

Our Common Stock is listed on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “JFB.” On October 7, 2025, the last reported sale price of our Common Stock on Nasdaq was $13.28 per share.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	4
RISK FACTORS	13
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
INDUSTRY AND MARKET DATA	3
USE OF PROCEEDS	15
DETERMINATION OF OFFERING PRICE	15
DIVIDEND POLICY	15
DILUTION	15
PRIVATE PLACEMENT OF SERIES C PREFERRED STOCK AND WARRANTS	16
SELLING STOCKHOLDERS	17
DESCRIPTION OF CAPITAL STOCK	17
PLAN OF DISTRIBUTION	20
INFORMATION INCORPORATED BY REFERENCE	22
EXPERTS	22
LEGAL MATTERS	22
WHERE YOU CAN FIND MORE INFORMATION	23

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

iii

ABOUT THIS PROSPECTUS

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Information Incorporated by Reference,” before deciding to invest in our securities.

We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.

For investors outside the United States: We have not, and the placement agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

This prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. The forward-looking statements in this prospectus are only predictions. In some cases, you can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” “future,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business development efforts, our prospects for initiating new construction and development projects, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including but not limited to:

	●	risks relating to bidding on construction projects;
	●	the inexperience of our principal shareholder and senior management in operating a publicly traded company;
	●	economic conditions that impact consumer spending may have a material adverse effect on our business;
	●	results of operations or financial condition;
	●	risks related to face intense competition including from some competitors that have greater financial and marketing;
	●	risks related to our ability to attract and retain key personnel;
	●	potential harm caused by misappropriation of our data and compromises in cybersecurity;
	●	changes in laws;
	●	regulatory requirements, proceedings and complaints;
	●	litigation;
	●	failure to develop brand name and reputation;
	●	the impact of natural disasters and health epidemics; and
	●	the other risks we face and the actions we may take in response thereto.

These forward-looking statements are subject to a number of other risks, assumptions and uncertainties described in this prospectus, including those described in the “Risk Factors” section. We have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus and the documents incorporated by reference herein. We encourage you to read those descriptions carefully. Moreover, we operate in a very competitive and rapidly changing environment. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable.

In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 13 and the financial statements and related notes included in this prospectus.

Unless the context indicates otherwise, as used in this prospectus, the terms “JFB Construction,” “JFB,” “Company,” “we,” “us,” “our,” “our company” and “our business” refer, to JFB Construction Holdings, including its subsidiaries named herein.

Company Overview and History

JFB Construction Holdings (“JFB”, “we”, the “Company”) is a commercial and residential real estate construction and development company. The Company’s management is dedicated to delivering high-quality services to commercial and residential markets, such as retail corporate buildout, multifamily community developments and luxury residential homes, with a focus on fostering long-term relationships with clients, partners, and communities. Our comprehensive suite of services encompasses everything from initial project planning and design to the final stages of construction and project management.

On May 28, 2014, Mr. Joseph F. Basile, III formed JFB Construction & Development Inc., a Florida corporation (the “JFB Subsidiary”). At the time of the formation, Mr. Basile held one hundred percent (100%) of the issued and outstanding shares of the JFB Subsidiary. Our headquarters is located in Lantana, Florida.

On April 9, 2024, Mr. Basile formed JFB Construction Holdings, a Nevada corporation, to create a parent holding company of the JFB Subsidiary, which currently serves as the Company’s operational entity. On July 18, 2024, all shareholders of the JFB Subsidiary entered into a Contribution and Exchange Agreement (the “Contribution and Agreement”) with JFB Construction Holdings to exchange their shares in the JFB Subsidiary for shares of JFB Construction Holdings. 100 shares of the JFB Subsidiary’s common stock were exchanged for 3,639,999 shares of our Class A Common Stock and 4,000,000 shares of our Class B Common Stock to JFB Subsidiary’s three shareholders. As a result, JFB Subsidiary became a wholly owned subsidiary of JFB Construction Holdings (the foregoing transactions are collectively referred to herein as the “Reorganization”). On September 30, 2025, the Company and Mr. Basile, entered into a share redemption agreement (the “Redemption Agreement”), pursuant to which the Company paid Mr. Basile $12,000,000 from the proceeds of a concurrent PIPE Offering in exchange for retiring 4,000,000 shares of Class B Common Stock (“Class B Shares”) held by Mr. Basile (the “Redemption”). Consequently, as of October 7, 2025, we have 0 shares of Class B Common Stock issued and outstanding.

Our primary markets vary across our business segments.

Commercial Contracting Segments

Our commercial contracting segment has completed projects in 36 states, delivering over 2 million square feet of commercial retail and shopping center space construction and improvements. This segment’s market is driven primarily by our ability to provide services to franchisees and franchisors nationwide, regardless of project location because of our operational flexibility and established relationships with franchisees and franchisors alike. While we have historically focused on the Southern Atlantic region, including Florida, Georgia, South Carolina, and North Carolina, where we have established a strong reputation and network, our growth is increasingly tied to the strength of our relationships with franchisees and the trust of franchisors who rely on us as preferred builders for multiple projects.

Real Estate Development Segment

Our real estate development segment is currently concentrated in South Florida, with plans to leverage our regional success to expand into other southern and U.S. markets by identifying market opportunities and joint venture partners that align with our objectives. Our residential construction segment is also focused on South Florida, with no current plans for expansion beyond this market.

Corporate Growth and Expansion

Management believes we will leverage our established industry relationships, experience operating in various jurisdictions and navigating complex construction regulations to meet our growth objectives of continuing to expand our market throughout more of the United States and successfully winning bids for larger construction projects. The Company intends to focus its business in states with increased population and GDP growth, such as Florida, Texas and South Carolina. However, as we expand into new territories, our reputation for excellence will be less known by new clients and we will need to compete with other construction companies that may have been operating in a given region for years and already have built up reliable networks of clients, vendors, contractors, and other market participants. We believe our ability to rely on our relationships within the franchise industry and more generally the real estate development industry, should offset some of this potential risk, however by continuing to build on our experience and proven track record.

Our expansion and growth goals, some of which will come with more capital intensive projects, may expose the Company to greater risks related to lack of performance, faltering relationships, improper investment of resources or otherwise. The Company also recognizes operations are likely to fluctuate significantly and historical results should not be considered indicative of results for any future periods. Our ability to obtain surety bonds is important for expanding our operations, as bonding is often required for bidding on public and large private projects. Increased bonding capacity allows us to pursue more high-value contracts, particularly in government and infrastructure sectors, enhancing revenue opportunities and market diversification. It also strengthens our credibility with clients and lenders, reflecting our financial stability. This credibility can lead to improved financial terms and mitigate risks associated with contract defaults, enabling the company to confidently take on larger projects and drive long-term growth.

We have extensive experience building and remodeling hundreds of franchise locations for corporate franchisors and franchisees for national, fast expanding brands, including Orange Theory Fitness, European Wax Center, Massage Envy, Planet Fitness, V/O Medspa, Arby’s, Tropical Smoothie Cafe, Amazing Lash Studio, Starbucks and Save-A-Lot. For our franchise clients, we offer interior remodeling, space optimization, and the integration of advanced design to create functional and attractive retail environments. The Company expects consistent and reliable revenue for this division based on established relationships and clients affiliated with reputable name brands. Should such relationships be compromised or key individuals leave their positions with franchisors, our consistent revenue sources could be adversely impacted. However, the departure of key individuals may create new opportunities with the franchisors these individuals transition to. We intend to continue to utilize our commitment to quality craftsmanship, attention to detail, and customer satisfaction to set us apart in this market. Should the quality of our workmanship suffer through poor project management or quality control, our reputation may be impacted, reducing our ability to attract new clients or retain past clients. Each project with our significant franchise client, Planet Fitness, is under a separate agreement, but our standard business arrangement involves a fixed-price commercial construction contract valued between $1.5-2 million, with an anticipated completion timeline of 12-14 weeks. Payments are due within 30 days of invoice, aligning with project milestones to ensure cash flow and maintain project pace. Management believes JFB Construction’s unique selling proposition lies in our ability to tailor solutions to meet the specific needs of each client, familiarity of the needs of our clients within the franchise construction niche, and delivering projects on time and within budget. Further, we attempt to offer efficient and economical solutions for our client’s expanding franchisee and franchisor businesses by allowing them to utilize the same contractor for many of their franchise locations.

Presently, the Company has begun to expand its real estate development segment by being the general contractor on low rise apartment and townhome developments projects. In the future, the Company also intends to invest directly or through joint ventures in real estate development projects. While these investments present a pathway to generate additional revenues by selling completed projects at a premium, generating rental income and/or to vertically integrate by securing valuable construction contracts associated with the projects, they also involve considerable capital commitments and exposure to market volatility, project delays, and other risks associated with real estate development. The illiquid nature of these investments further amplifies the challenges, as capital is often tied up for extended periods, limiting the company’s flexibility to redeploy resources. We believe the Company’s integrated approach, combining investment with the potential to secure construction contracts, will offset such risks by securing additional large-scale construction projects and potential revenue generated from the investments. Presently, our focus is on apartment complexes and townhouses, with a potential shift to mixed-use buildings, hotels and commercial properties in the future as our business expands and new opportunities are presented.

Residential Construction Segment

Our residential construction segment focuses on custom home builds, in addition to certain remodeling projects primarily in the South Florida region with a focus on superior craftsmanship and attention to detail. Some of our luxury residential projects also include state of the art equestrian facilities. In 2024, we have focused more on growth of this segment to continue to diversify our service offerings. Our relationships with architects, engineers and designers create opportunities for these projects and we will continue to foster these relationships to continue growth in this division.

Strategic Goals

In addition to our expansion into key states such as Florida, Texas, and South Carolina, we have set forward-looking strategic milestones—including targeted market penetration rates, phased rollouts, and revenue growth objectives over the next 12 to 24 months—to overcome regional brand recognition challenges and establish a robust presence in these markets.

Corporate History

Business Segments

We provide a comprehensive range of services within the construction and development industries for both the residential and commercial segments. Each segment offers distinct opportunities for growth and presents unique challenges that JFB Construction navigates. Currently, we have twenty-six construction projects, which include fifteen projects actively under construction and another eleven under contract awaiting permitting or similar impediments. These projects further consist of fifteen commercial projects and eleven residential projects, which include one larger scale real estate development project.

Commercial Construction Segment

From ground-up developments to renovations and tenant improvements, we specialize in delivering high-quality commercial construction projects across various commercial sectors. This segment encompasses a wide range of projects, including office buildings, retail centers, hospitality establishments, and industrial facilities. The commercial segment, which includes two divisions, a franchise construction division and a general commercial construction division, represents a significant portion of JFB Construction’s revenue, including approximately 78% for year ending December 31, 2024 and 88% for the year ending December 31, 2023.

Franchise industry construction build-outs were a key component of the past growth of JFB and will continue to be instrumental in our commercial construction business. These projects range in size from approximately 1,500 square foot projects to over 30,000 and are generally completed in less than four months. Leveraging years of experience, our team of professionals is adept at understanding the unique requirements of numerous franchise systems and national brands for our clients. Our collaborative approach and dedication to client satisfaction have positioned us as preferred builders within the franchise industry for highly valuable and recognizable corporate brands, allowing us to build lasting partnerships with franchisees and national brands alike. We are, however, tied to the continued growth and success of the national brands, and their respective franchisees, for continued projects of this nature. By prioritizing the unique needs and objectives of each client, we attempt to deliver tailored solutions to meet the needs of our franchise clients. Eight of our thirty current projects are franchise industry construction buildouts.

We also build ground-up commercial buildings. This includes site evaluation, aiding in architectural design and engineering, and construction of the building itself. Our approach ensures that the final product meets the functional and aesthetic requirements of modern businesses, while also adhering to budget and timeline constraints. We recently completed a nearly 9,000 square foot office building in Lantana, Florida, approximately half of which we occupy as our headquarters. Sixteen of our thirty current projects are general commercial construction projects.

The commercial construction industry, specifically focusing on franchise business buildouts, is highly competitive and influenced by various market dynamics. Franchise business buildouts, such as restaurants, retail stores, fitness centers, and service-oriented businesses, require specialized construction services that cater to brand standards, tight timelines, and cost efficiency. Many franchise brands are expanding rapidly due to strong consumer demand, creating a substantial market for commercial construction services. Franchise buildouts often have aggressive schedules to meet the franchisor’s timelines, requiring contractors, including JFB, to work efficiently and minimize downtime. This fast-paced nature of the work means that contractors with streamlined processes, experienced project managers, and strong subcontractor networks have a competitive edge. Our management believes we possess such attributes and, as a result, are well positioned to continue being awarded contracts in this sector in the future.

Overall, according to Mordor Intelligence, the U.S. commercial construction market is estimated at USD $171.26 billion in 2024 and is expected to reach USD $203.5 billion by 2029, growing at a CAGR of 3.51%. Further, nonresidential construction spending is projected to increase by over 4% in 2025, according to the American Institute of Architects. However, there is less encouraging information related to traditional office and retail sectors which are declining based on consumer trends and work from home initiatives. JFB will continue to monitor these trends as they occur and will consider shifting resources to adapt by focusing markets and regions where continued growth is projected.

Management expects the continued expansion of our franchise construction division across numerous states throughout the U.S. where our current and future clients require our services, with an emphasis on the Southeast. The Southeast, according to International Franchise Association, is the largest franchise market in the country and is expected to grow by 3.5%, whereas the total national franchise market is only expected to grow 1.9%. Our general commercial construction division will continue to focus on the Southern Atlantic region of the United States in the short to mid-term, focusing on regions where we forecast continued state-to-state migration and expanding population growth. We anticipate our franchise division growth to remain strong so long as we are able to continue to retain our current client base and continue to receive referrals within the industry.

Residential Construction Segment

With a focus on quality craftsmanship, we undertake residential construction and development projects that prioritize modern living spaces and contribute to vibrant communities. With the increasing demand for housing driven by population growth and urbanization, the residential development segment presents business opportunities for JFB Construction. According to the U.S. Census Bureau, Florida was one of the fastest-growing economies in the country. Florida has also been one of the fastest growing states in terms of population and migration, adding between 300,000 to 380,000 residents for each of the last 10 years, with 467,347 added in 2024, according to a report issued by the Demographic Estimating Conference. JFB aims to capitalize on the increased GDP and population migration in Florida, which is drawing new residents because of its warmer climate, robust labor market and lack of state income tax, due to increased need for housing. In 2024, residential construction opportunities represent 22% of our revenues. Our expertise in residential construction includes home remodels, luxury single-family homes and equestrian facilities. We are committed to meeting the evolving needs of homeowners and developers by delivering innovative and sustainable housing solutions.

We cater to affluent clients seeking bespoke residences and state of the art equestrian amenities in South Florida. Within this segment, we excel at creating custom-designed homes and remodels that embody elegance, functionality, and the latest in luxury living standards. In parallel, we create equestrian facilities that combine superior architectural design with practical considerations for horse stabling and training. As we move forward, management believes the demand for contractors who specialize in this niche of luxury construction will continue to grow in association with the population growth in this region. Six of our thirty current projects are residential construction projects.

The competitive state of the residential construction market in the Florida and the surrounding regions has been shaped in recent years due to a number of factors. Florida’s population growth is forecasted to remain above the national average in the coming years as well, according to the Demographic Estimating Conference. In turn, the demand for new or remodeled homes has been beneficial to JFB and the residential construction industry in the region. However, JFB’s ability to successfully capitalize on such demand has been balanced by the need to identify a cost effective workforce, including its use of subcontractors, properly preparing for and mitigating the potential harm of increased material costs and supply chain disruptions, and navigating strict building codes which may lead to permitting delays.

Real Estate Development Segment

Management believes that an increased focus on larger multi-family residential developments, such as condominiums and townhouses, will help JFB to continue to grow and increase its revenue. Projects, such as our completed 44-unit multi-story residential apartment complex and our recent agreement as the general contractor for a 79-unit townhome development with an additional community clubhouse, will be key to our future success because such projects offer the opportunity to participate in larger construction projects that have an opportunity to yield greater revenues. As discussed below, we believe being a public company, with increased access to capital and potential debt financing, will help enable our company to invest in real estate development projects that are more capital intensive. Further, with the potential to act as the developer and general contractor for development projects, we believe there are opportunities to maximize profits for the Company though efficient control of all aspects of construction projects through our in-house development team. One of our thirty current projects is a real estate development project.

While still aspirational in nature, the Company’s strategic plan includes investing in real estate development projects directly as the developer or through joint ventures, which offer both attractive opportunities and notable challenges. Such investment has the potential to secure substantial returns on investment, as well as potentially being awarded the valuable construction contracts tied to these ventures. Real estate development provides revenue opportunities for the Company through various channels, including the sale of developed properties, leasing income, and property management fees. Upon the completion of a development project, the Company may generate revenue through the sale of residential, commercial, or mixed-use properties to third-party buyers. In addition, leasing developed properties to tenants provides a recurring revenue stream, contributing to long-term financial stability. The Company may also derive income from property management services, ensuring efficient operation and maintenance of developed assets, but this service would likely be outsourced to a third-party, at least in the early stages of this growth objective. Furthermore, real estate development projects may appreciate in value over time, potentially generating additional revenue upon sale or refinancing.

In addition to the revenue generated from property sales, leasing, and management, real estate development projects create opportunities for the Company to provide construction services, further diversifying its income streams. As a vertically integrated company, the Company is likely to be able to serve as both the developer and the general contractor on its projects, enabling it to capture additional revenue from construction activities. By providing construction services for its own developments, the Company benefits from greater control over project timelines, quality, and costs, improving overall project efficiency. Moreover, the Company may also offer construction services to third-party developers, as it is presently, leveraging its expertise and resources to expand its client base. This dual role as developer and contractor may enhance the Company’s ability to generate consistent revenues across multiple phases of a project, from initial construction through long-term asset management.

Value-add real estate development for shopping centers and similar commercial projects is another area of real estate development the Company intends to invest into. By acquiring underperforming or outdated retail properties, the Company can implement strategic renovations, tenant repositioning, and operational improvements to enhance the property’s value and attract higher-quality tenants. These enhancements can increase rental income and occupancy rates, creating a more attractive asset for future sale or refinancing. Additionally, value-add projects allow the Company to capitalize on trends in consumer behavior, such as incorporating mixed-use elements or adapting spaces for e-commerce and experiential retail. This approach not only increases the asset’s long-term revenue potential but also strengthens the Company’s market position in the competitive commercial real estate sector, if the Company is able to properly assess risk and identify well positioned properties.

The Company recognizes real estate development projects require substantial capital investment and come with inherent risks, such as market fluctuations, potential delays, and the complexities of managing real estate assets. The illiquidity of these investments further complicates matters, as funds may be locked in for extended durations, restricting the company’s ability to reallocate resources quickly. Nonetheless, by integrating its investment strategy with its construction capabilities, the Company aims to mitigate these risks and enhance project outcomes. While these endeavors require careful management and thoughtful allocation of resources, the Company is optimistic that its integrated approach will yield positive outcomes.

Growth from Influx of Capital

With increased capital, the Company can strategically hire additional employees, including project managers, an enhanced sales team and executive-level professionals, to manage a growing portfolio of projects. This expansion of the workforce allows the company to increase its capacity to bid on and complete more projects simultaneously, enhancing overall productivity and enabling the company to scale its operations efficiently.

Access to substantial capital also positions the Company to invest in real estate development projects that were previously out of reach. By having the funds readily available, the Company can acquire land, cover initial construction costs, and navigate the often lengthy entitlement process without the constraints of traditional financing. This ability to self-fund or provide substantial equity for projects can lead to better financing terms and improved returns on investment, further fueling growth. Additionally, having capital for real estate development enhances the company’s ability to diversify its revenue streams, generating income not only from construction services but also from property sales and leasing activities.

The influx of capital also opens up opportunities for strategic acquisitions. The Company can acquire complementary businesses to enhance its service offerings, reduce costs through vertical integration, and enter new geographic markets. Acquisitions can also bring in new talent, technology, and client relationships, further strengthening the Company’s competitive position and operational efficiency.

Moreover, increased capital enhances the company’s bonding capacity, which is critical for securing larger and more complex construction projects. Bonding companies assess a firm’s financial strength, and with a stronger balance sheet post-offering, audited financials and visibility, the Company becomes more bondable and can qualify for higher bonding limits. This increased bonding capacity allows the Company to bid on larger public and private sector contracts, further driving revenue growth. The improved bond-ability not only demonstrates financial stability but also builds trust with clients, who view bonding as a sign of reliability and lower risk.

Finally, the Company believes that recognition as a public entity will significantly enhance its credibility in the industry, opening doors to new business opportunities and increasing its ability to secure construction projects. Being publicly traded signals financial strength, transparency, and long-term stability, qualities highly valued by clients, investors, and partners. This elevated status can differentiate the Company from privately held competitors, making it more attractive to developers, government agencies, and large corporations seeking reliable contractors for major projects. The heightened visibility and reputation associated with being a public company may also lead to a broader client base, increased project awards, and preferred contractor status on larger, high-profile developments, ultimately driving sustained growth and profitability. Additionally, we plan to increase our project pipeline by over 15 % and expand our bonding capacity to $100 million, further strengthening our position in the market and enabling us to take on larger, more complex projects.

Project Delivery and Operational Framework

For its construction projects, the Company utilizes both cost-plus and fixed-price construction contracts to optimize project execution and manage financial risk. For its residential construction, the Company typically employs cost-plus agreements, allowing for greater flexibility in budgeting and accommodating changes in project scope. In contrast, the Company predominantly uses fixed-price contracts for its commercial construction work, particularly with franchisees and franchisors, providing clients with cost certainty while ensuring efficiency in project management.

In a cost-plus construction contract, we are reimbursed for all project costs, including materials, labor, and overhead, plus an additional fee or percentage for profit. This contract structure allows flexibility to accommodate unforeseen costs, making it suitable for complex projects with potential scope changes. However, it may lead to increased costs for the client, as the Company has less incentive to control expenses. Cost-plus contracts can reduce financial risk and ensure profitability, but they may also create uncertainty in cash flow due to fluctuating project costs.

A fixed-price construction contract, also known as a lump sum contract, establishes a set price for the entire project, regardless of the actual costs incurred. This type of contract incentivizes us to manage expenses efficiently, as we bear the risk of cost overruns. For our business, fixed-price contracts provide predictable revenue and streamline budgeting but can result in reduced profit margins if project costs exceed initial estimates. The choice between contract types affects our financial performance, risk management, and client relationships, depending on the nature of the project and market conditions. Additionally, we occasionally utilize fixed-unit price contracts, which is similar for fixed-price but involves setting a fixed price per unit of work (e.g., per square foot, per ton of material). The final cost is determined by the actual quantity of units used in the project.

The Company employs a comprehensive and structured bidding process for its construction contracts, ensuring transparency, fairness, and competitiveness at every stage. This process is designed to identify the best partners and ensure that projects are delivered on time, within budget, and to the highest quality standards. For commercial projects, particularly those involving fixed-price contracts, the Company often engages in competitive bidding. This involves soliciting proposals from multiple subcontractors, vendors, and suppliers, creating an open environment where all potential partners have an equal opportunity to submit their most competitive bids.

To maintain the integrity and competitiveness of the process, the Company carefully evaluates each proposal based on a combination of factors, including cost, qualifications, past performance, timeline adherence, and safety records. This ensures that only the most cost-effective and qualified partners are selected for the job. The Company also places a strong emphasis on building long-term relationships with subcontractors and vendors, fostering a network of trusted partners who share the Company’s commitment to quality and efficiency.

In addition to competitive bidding, the Company also conducts thorough due diligence to assess the capabilities and financial stability of each subcontractor, ensuring they are equipped to handle the scope and complexity of the project. The use of advanced bidding software and project management tools further streamlines the process, enhancing accuracy and reducing the risk of errors.

For larger and more complex projects, the Company may engage in prequalification processes, where only the most experienced and capable subcontractors are invited to bid. This prequalification ensures that the selected partners have the necessary resources, expertise, and track record to meet the project’s requirements. By maintaining a rigorous and transparent bidding process, the Company ensures that each project is completed with the highest standards of quality, safety, and efficiency while optimizing cost and resource allocation.

In some cases, particularly with franchisees and franchisors operating on expedited construction timelines, the Company negotiates contracts directly with clients, leveraging its preferred builder status to bypass the formal bidding process. The Company adheres to strict prequalification criteria for subcontractors, evaluating their experience, financial stability, and ability to meet the Company’s insurance and performance requirements. This approach ensures the delivery of high-quality projects within established budgets and timelines.

Our identification of potentially prosperous projects to bid upon and our ability to accurately bid such projects, primarily related to fixed price contracts, is essential generating profits as it establishes a realistic budget, protects profit margins, and manages risks effectively. Proper bids ensure all costs, including materials, labor, and contingencies, are accounted for, minimizing the likelihood of cost overruns and unexpected expenses. This precision helps avoid underbidding, which can erode profits, and overbidding, which can lose projects to competitors. Accurate bids also enable efficient resource allocation, maintain cash flow stability, and foster client trust, enhancing a company’s reputation and competitive position. If we are unable to accurately bid fixed price construction projects, it may lead to significant financial losses, strained cash flow, and project delays as unforeseen costs emerge. This misalignment can result in reduced profit margins, disputes with clients, and damage to the company’s reputation, ultimately affecting long-term viability and competitiveness in the market.

The Company enters into standardized agreements with subcontractors, suppliers, and vendors to ensure consistency, compliance, and risk mitigation across all projects. Subcontractors are required to meet the Company’s insurance and bonding requirements, listing the Company as additionally insured before commencing work. These agreements outline the scope of work, payment terms, and performance standards, with strict adherence to project timelines and quality expectations. Subcontractors are typically responsible for procuring their own materials, equipment, and labor, subject to the Company’s approval of quality and specifications. For suppliers and vendors, when not managed by subcontractors, the Company typically negotiates fixed-price or bulk-purchasing arrangements to stabilize material costs and manage supply chain risks. These relationships are managed closely to ensure timely delivery of materials and services, which is critical for maintaining project schedules and cost controls.

We frequently utilize subcontractors to complete various aspects of our projects. Subcontractors are hired by the Company to perform specific tasks within a construction project. While we are capable to perform many of the specialized trades through our in-house staff, based on our number of employees, the desire to optimize our completion of projects, and the potential for cost-effectiveness, subcontractors provide us with flexibility for our current projects and scalability as we strive to meet our growth objectives. This reliance is not without its downside where lack of performance by a subcontractor can adversely affect our profitability and reputation. Alternatively, depending on workflow, we utilize in-house performance of trades rather than utilizing subcontractors that carry higher costs, and potentially risk.

Our Company operates in a dynamic and evolving market, where adapting to changing conditions is essential for sustained growth and success. Inflationary pressures, rising interest rates, and fluctuating material costs have impacted both our operations and our clients’ ability to secure financing for construction projects. To mitigate these challenges, we must continually refine our cost management strategies, bidding process, negotiate favorable terms with suppliers, and implement flexible budgeting practices that allow us to adjust to market volatility. Additionally, the availability of skilled labor remains a concern, requiring us to foster strong relationships with subcontractors while exploring innovative approaches to workforce development and retention.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced public reporting requirements. These provisions include, but are not limited to:

	●	being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC;
	●	not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;
	●	reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and
	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large, accelerated filer,” if our annual gross revenues exceed $1.235 billion or if we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

THE OFFERING

Issuer		JFB Construction Holdings

Shares of Common Stock offered by us		None.

Shares of Common Stock offered by the Selling Stockholders		24,852,314 ⁽¹⁾ shares

Shares of Common Stock outstanding before the Offering		5,905,495 shares

Shares of Common Stock outstanding after completion of this Offering assuming the sale of all shares offered hereby		30,757,809 shares

Use of Proceeds		We will not receive any proceeds from the resale of the Common Stock by the Selling Stockholders. We would, however, receive proceeds from any PIPE Warrants that are exercised through the payment of the exercise price in cash of such PIPE Warrants, in a maximum amount of up to approximately $100,338,796.

Risk Factors		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus and the other information included and incorporated by reference in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.

(1)

Assumes (i) the conversion of the Series C Preferred Stock at a conversion price of $5.44 per share, (ii) the exercise of the Common A Warrants exercisable into 8,068,933 shares of the Company’s Common Stock at an exercise price of $5.75 per share, (iii) the exercise of the Common B Warrants exercisable into 8,068,933 shares of the Company’s Common Stock at an exercise price of $6.25 per share, and (iv) the exercise of the Placement Agent Warrants exercisable into 645,515 shares of Common Stock at an exercise price of $5.44 per share.

RISK FACTORS

Before purchasing any of the securities you should carefully consider the risk factors set forth below and incorporated by reference in this prospectus from our Annual Report, and any subsequent updates described in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the risks, uncertainties and additional information set forth in our SEC reports on Forms 10-K, 10-Q, and 8-K and in the other documents incorporated by reference in this prospectus. For a description of these reports and documents, and information about where you can find them, see “Additional Information” and “Incorporation of Certain Information By Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business, and prospects.

The existing market for our securities developed very recently, and we do not know whether it will provide you with adequate liquidity.

Prior to our recent initial public offering, there was no public market for our securities. We cannot assure you that an active trading market for our Common Stock will be maintained. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares was determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will ultimately prevail in the trading market.

JFB Construction Holdings is a holding company.

We, JFB Construction Holdings, are a holding company and our only significant assets are the membership interest and capital stock of our current or future subsidiaries. As a result, we are subject to the risks attributable to our subsidiaries. As a holding company, we conduct substantially all of our business through its subsidiaries, which generate substantially all of our revenues. Consequently, our cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of our subsidiaries and the distribution of those earnings to us. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of that subsidiary before any assets are made available for distribution to us.

There are risks, including stock market volatility, inherent in owning the Common Stock.

The market price and volume of the Common Stock have been, and may continue to be, subject to significant fluctuations. These fluctuations may arise from general stock market conditions, the impact of risk factors described herein on our results of operations and financial position, or a change in opinion in the market regarding our business prospects, financial performance and other factors.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

	●	labor availability and costs for hourly and management personnel;
	●	changes in interest rates;
	●	macroeconomic conditions, both nationally and locally;
	●	changes in consumer preferences and competitive conditions;
	●	expansion to new markets;
	●	increases in infrastructure costs; and
	●	in commodity prices.

Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

If we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. Such delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”

You will experience immediate and substantial dilution.

Since the price per share of the Common Stock being offered is substantially higher than the net tangible book value per share of the Common Stock, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. The exercise of our outstanding stock options and warrants could result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering.

Our stockholders may be subject to dilution resulting from future offerings of common stock by us.

We may raise additional funds in the future by issuing common stock or equity-linked securities. Holders of our securities have no preemptive rights in connection with such further issuances. Our board of directors has the discretion to determine if an issuance of our capital stock is warranted, the price at which such issuance is to be effected and the other terms of any future issuance of capital stock. In addition, additional common stock will be issued by us in connection with the exercise of options or grant of other equity awards granted by us. Such additional equity issuances could, depending on the price at which such securities are issued, substantially dilute the interests of the holders of our existing securities.

The Selling Stockholders may sell their shares of Common Stock in the open market, which may cause our stock price to decline.

The Selling Stockholders may sell their shares of Common Stock being registered in this offering in the public market. That means that up to 24,852,314 shares of Common Stock, the number of shares being registered in this offering for sale by the Selling Stockholders, may be sold in the public market. Such sales will likely cause our stock price to decline.

Sale of our Common Stock by the Selling Stockholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our Common Stock caused by the sale of material amounts of Common Stock could encourage short sales by third parties. Such an event could place downward pressure on the price of our Common Stock.

USE OF PROCEEDS

We are not selling any securities in this prospectus. All proceeds from the resale of the shares of our Common Stock offered by this prospectus will belong to the Selling Stockholders. We will not receive any proceeds from the resale of the shares of our Common Stock by the Selling Stockholders. We may receive proceeds from future cash exercises of the Warrants, which, if exercised in cash at the current exercise price with respect to all 16,783,381 shares of Common Stock, would result in gross proceeds of approximately $100,338,796 to us.

DETERMINATION OF OFFERING PRICE

The Selling StockholderS will offer Common Stock at the prevailing market prices or privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices for Common Stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DIVIDEND POLICY

Holders of our common stock are entitled to receive dividends only when and if declared by our Board of Directors out of funds legally available for dividends.

During the year ended December 31, 2024, our Board of Directors declared and paid cash dividend of $872,846 to Mr. Joseph F. Basile III. In 2024, we elected to be taxed as a C corporation. We do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our Board of Directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

DILUTION

The issuance of our Common Stock to the Selling Stockholders will have a dilutive impact on our stockholders.

Our net tangible book value represents total tangible assets less total liabilities divided by the number of shares of Common Stock outstanding on June 30, 2025. As of June 30, 2025, we had a historical net tangible book value of $10,122,806, or $1.22 per share of Common Stock.

After giving effect to the issuance of 24,852,314 shares of our Common Stock to the Selling Stockholders, and after deducting estimated offering expenses payable by us, our as-adjusted net tangible book value as of June 30, 2025 would have been approximately $38,154,787, or $1.24 per share. This represents an immediate increase in net tangible book value of $28,031,981 per share to existing stockholders and an immediate dilution of $0.02 per share to new investors.

The following table illustrates this per share dilution:

Net tangible book value per share as of June 30, 2025	$	38,154,787
Increase in net tangible book value per share attributable to the effect of this offering			$	28,031,981
As adjusted net tangible book value per share after giving effect to this offering			$	1.24
Dilution in net tangible book value per share to new investors			$	0.02

The calculations above are based on 9,496,900 shares of our Common Stock outstanding as of June 30, 2025, and excludes 16,783,381 shares of our Common Stock issuable upon the exercise of the Warrants.

PRIVATE PLACEMENT OF SERIES C PREFERRED STOCK AND WARRANTS

On September 26, 2025, we entered into a Securities Purchase Agreement with the Investor for the private placement (the “Private Placement”) of 4,389,500 shares of Series C Preferred Stock, convertible into an aggregate of 8,068,933 shares of our Common Stock at a conversion price of $5.44 per share, Common A Warrants, each having the right to purchase one share of Common Stock, to acquire up to an aggregate of 8,068,933 shares of Common Stock, and Common B Warrants, each having the right to purchase one share of Common Stock, to acquire up to an aggregate of 8,068,933 shares of Common Stock. The purchase price for one unit consisting of the Series C Preferred Stock, Common A Warrants and Common B Warrants is $5.44 per share.

The Private Placement closed on October 2, 2025 with aggregate gross proceeds totaling approximately $44 million to us, before deducting placement agent fees and other expenses.

The Common A Warrants issued in the PIPE Offering are exercisable immediately at an exercise price of $5.75 per share and will expire three years from the date of issuance. The Common B Warrants issued in the PIPE Offering are exercisable immediately at an exercise price of $6.25 per share and will expire three years from their date of issuance.

The exercise price and number of shares of Common Stock issuable upon exercise of the PIPE Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. Subject to limited exceptions, the Investor may not exercise any portion of the PIPE Warrants to the extent that the Investor would beneficially own more than 4.99% of the outstanding Common Stock after exercise. In the event of certain fundamental transactions, the holder of the PIPE Warrants will have the right to receive the Black Scholes Value (as defined in the PIPE Warrants) of its PIPE Warrants calculated pursuant to a formula set forth in the PIPE Warrants, payable in cash. There is no trading market available for the PIPE Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the PIPE Warrants on any securities exchange or nationally recognized trading system.

Pursuant to the Placement Agency Agreement, dated as of September 26, 2025, for a period of twenty four (24) months after the closing date, the Placement Agent has the right of first refusal to participate with respect to any offering involving (i) future equity or equity-linked securities of the Company or (ii) debt of the Company, which is convertible into equity or in which there is an equity component.

Dominari Securities LLC acted as Placement Agent in connection with the Offering pursuant to that certain Placement Agency Agreement dated as of September 26, 2025, between us and the Placement Agent, pursuant to which we paid the Placement Agent (i) a cash fee equal to 8.00% of the aggregate gross proceeds from the sale of the shares of the Common Stock in the Offering, and (ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of $150,000. In addition, we issued to the Placement Agent or its designees the Placement Agent Warrants to purchase up to an aggregate of 645,515 shares of Common Stock (8.0% of the Common Stock sold in the Offering). The Placement Agent Warrants have identical terms to the PIPE Warrants, except that the exercise price of the Placement Agent Warrants is $5.44 per share and the exercise term is five (5) years from the date of issuance.

SELLING STOCKHOLDERS

Selling Stockholder

Number of Shares

Owned Before

Offering

Offered

Hereby

Number of Shares

Owned After

Offering⁽¹⁾

Percentage of Shares Beneficially Owned After

Offering

Dominari Securities LLC⁽²⁾

645,515

American Ventures LLC, Series XIV JFB ⁽³⁾

24,206,799

(1)	This column assumes full conversion or exercise of the Series C Preferred Stock and Warrants owned by the Selling Stockholders into or for shares of Common Stock offered hereby and the subsequent sale of all such shares of Common Stock.

(2)	Based upon information provided by Dominari Securities LLC (“Dominari”), Dominari is the beneficial owner of Placement Agent Warrants to purchase 645,515 shares of Common Stock. Dominari has a limitation on the amount of its beneficial ownership pursuant to the placement agent common stock purchase warrant agreement with the Company pursuant to which Dominari will not exercise its Placement Agent Warrants if, following such exercise, Dominari would own more than 4.99% of the Company’s issued and outstanding shares of Common Stock. Soo Yu, the Chief Operating Officer of Dominari, exercises voting and dispositive power over the shares being offered under this prospectus. The address of Dominari is 725 5th Ave 23 Floor, New York, NY 10022.
(3)	Based upon information provided by American Ventures LLC, Series XIV JFB (“American Ventures”), American Ventures is the beneficial owner of (i) 4,389,500 shares of Series C Preferred Stock, convertible into 8,068,933 shares of Common Stock; (ii) 8,068,933 Common A Warrants to purchase up to an aggregate of 8,068,933 shares of Common Stock; and (iii) 8,068,933 Common B Warrants to purchase up to an aggregate of 8,068,933 shares of Common Stock. American Ventures has a limitation on the amount of its beneficial ownership pursuant to the Common A Warrant and Common B Warrant pursuant to which American Ventures will not exercise its Common A and Common B Warrants if, following such exercise, American Ventures would own more than 4.99% of the Company’s issued and outstanding shares of Common Stock. Eric Newman, the manager of the manager of American Ventures, exercises voting and dispositive power over the shares being offered under this prospectus. The address of American Ventures is 110 Front Street, Suite 300, Jupiter, FL 33477.

DESCRIPTION OF CAPITAL STOCK

General

The following description of our capital stock is a summary only and is subject to and qualified in its entirety by reference to the applicable provisions of the NRS, and our Articles of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is part. You should refer to, and read this summary together with, our Articles of Incorporation and Bylaws, each as amended and restated to date, to review all of the terms of our capital stock. Our Articles of Incorporation and amendments thereto are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 200,000,000 shares of all classes of stock, of which 190,000,000 shares are classified as common stock, par value $0.0001 per share, and 10,000,000 shares are classified as preferred stock, par value $0.0001 per share. Further, we are authorized to issue two (2) classes of common stock with 186,000,000 shares of the common stock designated as “Class A Common Stock” and none of the shares of the common stock designated as “Class B Common Stock”. On September 30, 2025, the Company and Mr. Basile, entered into a share redemption agreement (the “Redemption Agreement”), pursuant to which the Company paid Mr. Basile $12,000,000 from the proceeds of a concurrent PIPE Offering in exchange for retiring 4,000,000 shares of Class B Common Stock (“Class B Shares”) held by Mr. Basile (the “Redemption”).

As of October 6, 2025, we have 5,966,700 shares of Class A Common Stock, none of the shares of Class B Common Stock, and 4,389,500 shares of Series C Preferred Stock issued and outstanding.

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one (1) vote. Each share of Class B Common Stock is entitled to three (3) votes and is convertible at any time into one (1) share of Class A Common Stock. Class B Common Stock shall vote as a separate class (i) to authorize the dissolution and/or liquidation of the Company; or (ii) to authorize a change in control transaction, as defined and described in our Articles of Incorporation. Further, Class B Common Stock shall vote as a separate class to amend or repeal any of Articles 8a (authorized shares), 8b (provisions relating to common stock), 8c (preferred stock), 10 (approval of mergers, consolidations and certain other corporate transactions), 11 (management of the corporation), 12 (liability; indemnification), 13 (affiliated transactions), and 14 (amendments) of the Company’s Articles of Incorporation. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock effective upon the termination of the applicable holder’s continuous service, as described in our Articles of Incorporation. All of the outstanding shares of our Class A Common Stock Class B Common Stock are, and the shares of our Class A Common Stock are fully paid and non-assessable.

Each share of our Common Stock is entitled to equal dividends and distributions per share with respect to the Common Stock when, as and if declared by our Board of Directors. No holder of any shares of our Common Stock has a preemptive right to subscribe for any of our securities. Except as described above relating to the Class B Common Stock, no shares of our Common Stock subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding-up of our company, and after payment to our creditors and preferred stockholders, if any, our assets will be divided pro rata on a share-for-share basis among the holders of our Common Stock. Holders of our Common Stock do not have any cumulative voting rights.

Action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if the action is taken by the holders of outstanding shares entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all stockholders and shares entitled to vote thereon were present and voted.

The presence of the persons entitled to vote a majority of the outstanding voting shares on a matter before the stockholders constitute the quorum necessary for the consideration of the matter at a stockholders’ meeting.

Except as otherwise required by law, the Articles of Incorporation, or any certificate of designations, (i) at all meetings of stockholders for the election of directors, a plurality of votes cast are sufficient to elect such directors; (ii) any other action taken by stockholders are be valid and binding upon us if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, at a meeting at which a quorum is present, except that adoption, amendment or repeal of the Bylaws by stockholders requires the vote of a majority of the shares entitled to vote; and (iii) broker non-votes and abstentions are considered for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee. Each stockholder has one (1) vote for every share of stock having voting rights registered in his or her name, except as otherwise provided for shares of Class B Common Stock or any preferred stock designation setting forth the right of preferred stock stockholders.

The Common Stock do not have cumulative voting rights, which means that the holders of 51% of the common stock voting for election of directors can elect 100% of our directors if they choose to do so.

Preferred Stock

Our Articles of Incorporation authorizes the issuance of 10,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our Board of Directors. No shares of preferred stock are currently issued or outstanding. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. We may issue some or all of the preferred stock to effect a business transaction. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us.

Series C Convertible Preferred Stock

Stated Value

The stated value of the Series C Preferred Stock is $10 per share.

Conversion

Each share of Series C Preferred Stock may, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock, upon notice to the Company. To effect conversions of shares of Series C Preferred Stock, a holder shall not be required to surrender the certificate(s) representing such shares of Series C Preferred Stock to the Company unless all of the shares of Series C Preferred Stock represented thereby are so converted, in which case the holder shall deliver the certificate representing such shares of Series C Preferred Stock promptly following the conversion date at issue. The Corporation shall issue certificates representing the conversion shares within five business days following surrender by a holder of the certificate(s) representing the converted shares of Series C Preferred Stock to the Company. The conversion price of the Series C Preferred Stock shall be $5.44. Each share of Series C Preferred Stock shall be convertible into approximately 1.838 shares of conversion shares, subject to adjustment.

Dividend Rights

So long as any shares of Series C Preferred Stock are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the holders of the Series C Preferred Stock. If dividends are consented to by such holders, then the holders of the Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock.

Liquidation

In the event of a liquidation, dissolution or winding up of the company, all legally available assets will first be distributed to holders of the Series C Preferred Stock to satisfy their triggering redemption amount, calculated as per the Series C Preferred Stock Certificate of Designation. Any remaining assets will then be distributed pro rata among holders of all other Preferred Stock and Common Stock based on the number of shares owned.

Transfer Agent and Registrar

The transfer agent and registrar of our common stock is ClearTrust, LLC. ClearTrust, LLC will also act as the warrant agent for the Warrants offered hereby.

Anti-Takeover Provisions Under the NRS

Certain provisions of Nevada law, and our Articles of Incorporation and our Bylaws (subject, where applicable as described below, our opting out of certain provisions of Nevada law), contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Business Combinations

Sections 78.411 to 78.444 of the Nevada Revised Statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for three (3) years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three (3) years.

A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its Articles of Incorporation. We do not have such a provision in our Articles of Incorporation; therefore, these sections apply to us.

Control Shares

Nevada law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth (1/5^th) or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person.

A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We do not have such a provision in our Articles of Incorporation; therefore, these sections apply to us.

Removal of Directors

Section 78.335 of the NRS provides that two-thirds (2/3^rds) of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders for such removal.

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledgees, assignees or other successors-in-interest may, from time to time, sell any or all of their shares of Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices or negotiated prices. The Selling Stockholders may use one or more of the following methods when disposing of the shares or interests therein:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per security;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 or Rule 904 under the Securities Act, if available, or Section 4(a)(1) under the Securities Act, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.

Upon being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, we will file a supplement to this prospectus, if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of the shares of Common Stock or interests in shares of Common Stock, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any profits realized by such Selling Stockholders or compensation received by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of the Financial Industry Regulatory Authority (FINRA) or independent broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold.

The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

We are required to pay all fees and expenses incident to the registration of the shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus.

We incorporate by reference the following documents or information that we have filed with the SEC:

	●	our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025.

	●	our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 14, 2025, and for the quarterly period ended June 30, 2025 filed with the SEC on August 14, 2025.

	●	our Current Reports on Form 8-K filed with the SEC on March 10, 2025, May 12, 2025, September 25, 2025, and October 2, 2025.

All other reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date that this registration statement becomes effective and after the date of this prospectus but before the termination of the offering of the securities described in this prospectus shall be deemed to be incorporated by reference into this prospectus.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

JFB Construction Holdings

Attn: Joseph F. Basile III

Chief Executive Officer

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Telephone: (561) 582-9840

You may also access these filings on our website at www.jfbconstruction.net. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide different or additional information on our behalf. An offer of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date of those respective documents.

EXPERTS

The audited annual consolidated financial statements of JFB Construction Holdings incorporated by reference in this prospectus and elsewhere in the registration statement have been incorporated by reference in reliance upon the report of M&K CPAS, PLLC, an independent registered public accounting firm. The 2024 and 2023 audited annual consolidated financial statements of JFB Construction, Holdings as of and for the years ended December 31, 2024 and 2023, have been audited by M&K CPAS, PLLC, an independent registered public accounting firm.

LEGAL MATTERS

Lucosky Brookman LLP serves as our legal counsel in connection with this offering.

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by that director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether that indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement.

For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus or any sale of our securities.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and over the Internet at the SEC’s website at http://www.sec.gov.

We also maintain a website at www.jfbconstuction.net. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

Up to 24,852,314 Shares of Common Stock

JFB Construction Holdings

PROSPECTUS

, 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with this registration statement, other than underwriting discounts and commissions. All of such expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission and to FINRA.

	Amount to be paid
SEC registration fee	$	53,158.40
Accounting fees and expenses	$	4,500
Legal fees and expenses	$	50,000
Total	$	107,658.40

Item 14. Indemnification of Directors and Officers

Under statutory and decisional law, directors of Nevada corporations owe duties of loyalty to the corporation generally described as fiduciary duties. NRS 78.138 provides that the fiduciary duties of directors and officers are to exercise their respective powers in good faith and with a view to the interests of the corporation. Nevada has adopted standards, commonly known as the “business judgment rule,” to govern director decisions and which provide that, except as otherwise provided in subsection 1 of NRS 78.139, directors are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation.

Our Articles of Incorporation and Bylaws contain provisions that limit or eliminate the personal liability of our directors and officers for damages for breach of fiduciary duty, except those resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of NRS 78.300, as it may be amended from time to time, or any successor provision thereto.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our Articles of Incorporation and Bylaws also authorize us to indemnify our officers, directors and other agents to the fullest extent permitted under Nevada law.

As permitted under the NRS, our Articles of Incorporation and Bylaws provide that:

	●	we may indemnify our directors, officers and employees to the fullest extent permitted by the NRS, subject to limited exceptions;

	●	we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the NRS, subject to limited exceptions; and

	●	the rights provided in our Articles of Incorporation and Bylaws are not exclusive.

Our Articles of Incorporation and Bylaws provide for the indemnification provisions described above and elsewhere herein. We intend to enter into separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained in the NRS. These indemnification agreements will generally require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also will generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

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The NRS provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We may also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 15. Recent Sales of Unregistered Securities

During the past three (3) years, we have issued the following common stock. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering, or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of common stock.

On April 30, 2024, Joseph F. Basile III gifted 40,625 shares of common stock in the JFB Subsidiary to The Basile Family Irrevocable Trust and 0.3125 shares of common stock in the JFB Subsidiary to another individual.

To effectuate the Reorganization, on July 18, 2024, Mr. Basile, The Basile Family Irrevocable Trust, and another shareholder contributed their shares in JFB Construction & Development Inc. to JFB Construction Holdings in exchange for shares of common stock of JFB Construction Holdings. As a result, JFB Construction Holdings issued (1) 365,000 shares of Class A Common Stock and 4,000,000 shares of Class B Common to Mr. Basile, (2) 3,250,000 shares of Class A Common Stock to The Basile Family Irrevocable Trust, and 25,000 shares of Class A Common Stock to the other shareholder. Accordingly, immediately after the Reorganization, Mr. Basile and Basile Family Irrevocable Trust owned approximately fifty-seven percent (57%) and forty-three percent (43%) of the Common Stock of JFB Construction Holdings, respectively.

On July 19, 2024, the Company issued 360,000 shares of the Company’s Class A Common Stock to Chartered Services for assisting the company with various consulting services. These services included the Company’s nomination system for all directors and aid in identifying qualified candidates, reviewing and advising the Company on all documents and accounting systems with GAAP compliance, providing support as a liaison for the Company’s third party services providers, and providing business development services. Under this agreement, the shares have already been granted and cannot be reclaimed even if the agreement is cancelled with or without cause. There are no required measurable deliverables or milestones as part of this agreement from Chartered Service. The agreement contains customary confidentiality and non-solicitation provisions .

On September 26, 2025, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold an aggregate of (i) 4,389,500 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share, stated value $10 per share, convertible into 8,068,933 shares of Common Stock at a conversion price $5.44 per share of Series C Convertible Preferred Stock, (ii) 8,068,933 Common A Warrants exercisable for 8,068,933 shares of the Company’s Common Stock, and (iii) 8,068,933 Common B Warrants exercisable for 8,068,933 shares of Common Stock. The purchase price for one unit consisting of the Series C Convertible Preferred Stock, Common Warrants A and Common Warrants B was $5.44 per share. Dominari Securities LLC, placement agent in the offering, was issued warrants to purchase an aggregate of 645,515 shares of Common Stock.

Item 16. Exhibits and Financial Statement Schedules

		Incorporated by
		Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

3.1	Amended and Restated Articles of Incorporation of the Company dated September 30, 2024	10-K	3.1	03/31/2025
3.2	Bylaws of the Company dated September 26, 2024	10-K	3.2	03/31/2025
3.3	Certificate of Designation for Series C Convertible Preferred Stock	8-K	3.1	10/02/2025
4.1	Common Stock Purchase Warrant A	8-K	4.1	10/02/2025
4.2	Common Stock Purchase Warrant B	8-K	4.2	10/02/2025
5.1	Opinion of Lucosky Brookman LLP				X
10.1	Contribution and Share Exchange Agreement dated July 18, 2024, by and among JFB Construction Holdings and the shareholders of JFB Construction & Development Inc.				X
10.2	Employment Agreement dated July 18, 2024 between the Company and Joseph F. Basile III(†)				X
10.3	Employment Agreement dated July 18, 2024, between the Company and Ruben Calderon(†)				X
10.4	2024 Equity Incentive Plan(†)				X
10.5	Loose Cannon Lease Agreement dated January 1, 2022 by and between the Company and Loose Cannon, LLC				X
10.6	Construction Agreement dated August 04, 2021 by and between the Company and Aura Commercial, LLC				X
10.7	Aura Commercial Lease Agreement dated March 29, 2024 by and between the Company and Aura Commercial, LLC				X
10.8	Construction Agreement dated July 18, 2024 by and between the Company and Rare Capital Partners, LLC				X
10.9	Consulting Agreement with Chartered Services, LLC dated July 17, 2024 by and between the Company and Chartered Services, LLC				X
10.10	Form Construction Contract				X
10.11	Form Officer and Director Indemnification Agreement				X
10.12	Amendment to Lease Agreement by and between the Company and Aura Commercial, LLC				X
10.13	Amendment to Consulting Agreement with Chartered Services, LLC				X
10.14	Amended and Restated Employment Agreement dated February 1, 2025 between the Company and Joseph F. Basile, III(†)				X
10.15	Subscription Agreement between JFB Construction Holdings and CM OB Hotel Owner, LLC	8-K	10.1	05/12/2025
10.16	Side Letter Agreement between JFB Construction Holdings and CM OB Hotel Owner, LLC	8-K	10.2	05/12/2025
10.17	Cost-Plus 5% Construction Management Contract between JFB Construction Holdings and Onyx OB Hotel Owner LLC, dated May 1st, 2025	8-K	10.3	05/12/2025
10.18	Securities Purchase Agreement between the Company and American Capital Ventures, LLC, dated September 26, 2025	8-K	10.1	10/02/2025
10.19	Registration Rights Agreement between the Company and American Capital Ventures, LLC, dated September 26, 2025	8-K	10.3	10/02/2025
10.20	Share Redemption Agreement between the Company and Joseph F. Basile III, dated September 30, 2025	8-K	10.4	10/02/2025
23.1	Consent of M&K CPA, PLLC				X
107	Filing Fee Table				X

†	Denotes management compensation plan or contract.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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	2.	For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	4.	For the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

If the registrant is relying on Rule 430B:

	(a)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(b)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	5.	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	6.	For the purposes of determining liability under the Securities Act of 1933 to any purchaser in the initial distributions of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that:

	(i)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(ii)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Lantana, Florida on October 10, 2025.

	JFB CONSTRUCTION HOLDINGS

	By:	/s/ Joseph F. Basile, III
	Name:	Joseph F. Basile, III
	Title:	Chief Executive Officer and Chairman

POWER OF ATTORNEY

We, the undersigned officers and directors of JFB Construction Holdings, hereby severally constitute and appoint Joseph F. Basile, III and Ruben Calderon, and each of them singly (with full power to each of them to act alone), to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date

/s/ Joseph F. Basile, III	Chief Executive Officer and Chairman	October 10, 2025
Joseph F. Basile, III

/s/ Ruben Calderon	Chief Financial Officer	October 10, 2025
Ruben Calderon

/s/ Bjarne Borg	Independent Director	October 10, 2025
Bjarne Borg

/s/ David Clukey	Independent Director	October 10, 2025
David Clukey

/s/ Nelson Garcia	Independent Director	October 10, 2025
Nelson Garcia

/s/ Christopher Melton	Independent Director	October 10, 2025
Christopher Melton

/s/ Miklos “John” Gulyas	Director	October 10, 2025
Miklos “John” Gulyas

/s/ Jamie Zambrana, Jr.	Director	October 10, 2025
Jamie Zambrana, Jr.

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Exhibit 5.1

LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

T - (732) 395-4400

F- (732) 395-4401

111 Broadway

Suite 807

New York, NY 10006

T - (212) 417-8160

F - (212) 417-8161

www. lucbro.com

October 10, 2025

JFB Construction Holdings

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

RE: JFB Construction Holdings Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to you, JFB Construction Holdings, a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof (the “Registration Statement ”). The Registration Statement relates to the resale by certain selling stockholders of up to an aggregate of 24,852,314 shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of (i) 4,389,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, stated value $10.00 per share (“Series C Preferred Stock”), convertible into 8,068,933 shares of Common Stock (the “Conversion Shares”) at a conversion price of $5.44 per share of Series C Preferred Stock; (ii) 8,068,933 warrants (the “Common A Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock (the “Common A Warrant Shares”), (iii) 8,068,933 warrants (the “Common B Warrants” and collectively with the Common A Warrants, the “PIPE Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock (the “Common B Warrant Shares”, and collectively with the Common A Warrant Shares, the “PIPE Warrant Shares”), all in accordance with that certain Securities Purchase Agreement, dated as of September 26, 2025 (the “Purchase Agreement”), by and among the Company and the Purchaser named therein; and (iv) warrants (the “Placement Agent Warrants” and, collectively with the PIPE Warrants, the “Warrants”), to purchase an aggregate of 645,515 shares of Common Stock (the “Placement Agent Warrant Shares” and together with the Conversion Shares, the PIPE Warrants, the PIPE Warrant Shares and the Placement Agent Warrants, the “Securities”), pursuant to the Placement Agent Agreement with Dominari Securities LLC, dated September 26, 2025 (the “Placement Agent Agreement”). The Purchase Agreement, the Placement Agent Agreement and the Warrants, are referred to collectively herein as the “Transaction Documents”.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) the Articles of Incorporation, the Bylaws of the Company, and Certificate of Designation of the Series C Preferred Stock, each as amended and/or restated as of the date hereof; (b) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Securities, and related matters; (c) the Registration Statement and all exhibits thereto, (d) the Transaction Documents; and (e) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:

(i)

the Conversion Shares have been duly authorized by all necessary corporate action of the Company, and when issued and delivered by the Company upon the conversion of the Series C Convertible Preferred Stock as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable;

(ii)

the PIPE Warrant Shares have been duly authorized, and when issued and delivered by the Company upon exercise of the PIPE Warrants in accordance with the terms of such PIPE Warrants, will be validly issued, fully paid and non-assessable;

(v)

the Placement Agent Warrant Shares have been duly authorized, and when issued and delivered by the Company upon exercise of the Placement Agent Warrants in accordance with the terms of such Placement Agent Warrants, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the law of the State of Nevada and the State of New York. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

This opinion letter is qualified to the extent that the enforceability of any applicable agreement, document, or instrument discussed herein may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Lucosky Brookman LLP
Lucosky Brookman LLP

Exhibit 10.1

CONTRIBUTION AND EXCHANGE AGREEMENT

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of July 18, 2024, is entered into by and among JFB Construction Holdings, a Nevada corporation (the “Company”), on one hand, and the shareholders of the Company identified on the signature page hereto, each of which are listed in Schedule A annexed hereto (each individually, a “Contributor” and collectively, the “Contributors”). Each of the parties to this Agreement is sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

A. The Contributors currently own that portion of shares of common stock (the “Subsidiary Shares”) of JFB Construction & Development Inc., a Florida corporation (the “Subsidiary”), set forth next to each Contributor’s name on Schedule A hereto under the heading Company Shares, which together represent one hundred percent (100%) of the issued and outstanding shares of the Company.

B. The Contributors desire to contribute all of their Subsidiary Shares (the “Contributed Shares”) to the Company in exchange for shares of common stock of the Company (the “Company Shares”), such that each Contributor shall be issued certain Company Shares, all in accordance with the terms and conditions of this Agreement.

C. The Company desires to (i) accept the Contributed Shares and, (ii) in consideration of the contribution of the Contributed Shares, to issue to the Contributors certain Company Shares, set forth next to each Contributor’s name on Schedule A annexed hereto under the heading Company Shares.

D. For federal income tax purposes, this Agreement is intended to be a tax-free reorganization and transfer to the Company of equity (i.e., the Contributed Shares) in exchange for the Company Shares pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.

E. The Board of Directors of the Company has determined that it is desirable to affect this plan of reorganization and share exchange in accordance with this Agreement.

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency is hereby acknowledged, the Parties hereto intending to be legally bound hereby agree as follows:

AGREEMENT

ARTICLE I
Recitals

SECTION 1.01. The recitals set forth above are incorporated herein and made part hereof as though set forth at length.

ARTICLE II
Exchange of Shares

SECTION 2.01. Contribution in Exchange for Company. Upon the execution of this Agreement, (a) the Contributed Shares shall be contributed to the Company by the Contributors, with the effect that the Company shall own one hundred percent (100%) of the issued and outstanding shares of the Subsidiary; and (b) in exchange of the contribution of the Contributed Shares, Company Shares shall be issued to each Contributor in the amounts set forth next to each Contributor’s name on Schedule A annexed hereto under the heading Company Shares.

Page 1 of 8

SECTION 2.02. Closing Conditions.

(a)

Concurrently herewith, the Contributors shall deliver to the Company as follows:

(i)

this Agreement, which shall constitute a duly executed share transfer power for transfer by the Contributors of their respective Subsidiary Shares to the Company, executed by the Contributors.

(ii)

certificates or instruments representing their respective Subsidiary Shares, if in existence.

(b)

Concurrently herewith, the Company shall deliver to the Contributors as follows:

(i)

a copy of this Agreement executed by the Company.

(ii)

certificates or other instruments representing the new shares of Company Shares issued to the Contributors. For the purposes of this Section 2.02(b), unless and until the Company issues physical stock certificates to the Contributors, a written consent of the Company’s Board of Directors of the confirming the new capitalization of the Company at Closing shall be sufficient evidence of each Contributor’s holding of Company Shares.

(iii)

such other documents as may be required under applicable law or reasonably requested by the Contributors to effect this Agreement as contemplated hereby.

ARTICLE III
Representations and Warranties of the Contributors

Each Contributor hereby represents and warrants to the Company, as of the date of this Agreement, as follows:

SECTION 3.01. Good Title. The Contributor is the record and beneficial owner, and has good and marketable title to its Contributed Shares, with the right and authority to sell, transfer, assign and deliver such Contribution Shares to Company, as provided herein. Upon registering of the Company as the new owner of such Contribution Shares in the share register of the Subsidiary, the Company will receive good title to such Contribution Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholders agreements and other encumbrances (collectively, “Liens”).

SECTION 3.02. Power and Authority. All acts required to be taken by the Contributor to enter into this Agreement have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Contributor, enforceable against such Contributor in accordance with the terms hereof.

SECTION 3.03. No Conflicts. The execution and delivery of this Agreement by the Contributor and the performance by the Contributor of his obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) will not violate any Laws applicable to such Contributor; and (iii) will not violate or breach any contractual obligation to which such Contributor is a party.

Page 2 of 8

SECTION 3.04. No Finder’s Fee. The Contributor has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with this Agreement.

SECTION 3.05. Purchase Entirely for Own Account. The Company Shares proposed to be acquired by the Contributor hereunder will be acquired for investment for the Contributor’s own account, and not with a view to the resale or distribution of any part thereof, and the Contributor has no present intention of selling or otherwise distributing the Company Shares except in compliance with applicable securities laws.

SECTION 3.06. Available Information. The Contributor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company.

SECTION 3.07. Non-Registration. The Contributor understands that the Company Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Contributor’s representations as expressed herein.

SECTION 3.08. Restricted Securities. The Contributor understands that the Company Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Contributor pursuant hereto, the Company Shares would be acquired in a transaction not involving a public offering. The Contributor further acknowledges that if the Company Shares is issued to the Contributor in accordance with the provisions of this Agreement, such Company Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Contributor represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

SECTION 3.09. Legends. The Contributor understands that the Company Shares will bear the following legend or another legend that is similar to the following:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Page 3 of 8

And any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

SECTION 3.10. Negotiations; Counsel. This Agreement has been negotiated at arm’s length and each Contributor has been given the opportunity to be represented by legal counsel and to the extent each Contributor has deemed necessary, each Contributor has consulted with independent legal counsel with respect to such Contributor’s rights and obligations under this Agreement, if they so choose. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the Party drafting it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties and the purpose of this Agreement.

SECTION 3.11. Contributor Acknowledgment. The Contributor acknowledges that he has read the representations and warranties of the Company set forth in Article IV herein and such representations and warranties are, to the best of his knowledge, true and correct as of the date hereof.

ARTICLE IV
Representations and Warranties of the Company

The Company represents and warrants to the Contributors, as of the date of this Agreement, as follows:

SECTION 4.01. Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a “Company Material Adverse Effect”). The Company is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Contributor true and complete copies of the Articles of Incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), and the Bylaws of the Company (the “Company Bylaws”).

SECTION 4.02. Subsidiaries; Equity Interests. The Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

SECTION 4.03. Authority; Execution and Delivery; Enforceability. The execution and delivery by the Company of this Agreement and the consummation by the Company of this Agreement have been duly authorized and approved by the Board of Directors and current sole shareholder of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof.

Page 4 of 8

SECTION 4.04. No Conflicts; Consents.

(a) The execution and delivery by the Company of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (i) the Company Charter or Company Bylaws, (ii) any material contract to which the Company is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (A) filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the Transactions.

SECTION 4.05. Information Supplied. None of the information supplied by the Company to the Contributor contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.06. Litigation. There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Company Shares or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

SECTION 4.07. Compliance with Applicable Laws. The Company is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written communication during the past two (2) years from a Governmental Entity that alleges that the Company is not in compliance in any material respect with any applicable Law.

SECTION 4.08. Contracts. There are no contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Company taken as a whole. The Company is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

SECTION 4.09. No Additional Agreements. The Company does not have any agreement or understanding with the Contributors with respect to this matter other than as specified in this Agreement.

Page 5 of 8

SECTION 4.10. Investment Company. The Company is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE V
Miscellaneous

SECTION 5.01. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed duly given (i) if by personal delivery, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient, (iii) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the following day, or (iv) when sent by facsimile with telephonic confirmation or electronic mail with confirmation of transmission by the transmitting equipment, the same day, in each case to the addresses, facsimile numbers, or electronic mail addresses designated in writing by each Party hereto to the other Party. Any Party may change the address, facsimile number, or electronic mail address to which notices and other communications hereunder are to be delivered by giving the other Party no less than five (5) days prior notice in the manner herein set forth.

SECTION 5.02. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Contributors. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

SECTION 5.03. Replacement of Securities. If any certificate or instrument evidencing any Company Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Company Shares. If a replacement certificate or instrument evidencing any Company Shares is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

SECTION 5.04. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Contributors and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

SECTION 5.05. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Words importing the singular number only shall include the plural, and vice versa, words importing the masculine gender shall include the feminine gender and neuter gender, and vice versa, and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, limited liability company, government board, agency, instrumentality, or other entity.

Page 6 of 8

SECTION 5.06. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.

SECTION 5.07. Counterparts; Electronic Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Electronic execution and delivery of this Agreement is legal, valid and binding for all purposes.

SECTION 5.08. Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the Schedules attached hereto, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

SECTION 5.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to principles of conflicts of laws. Any action or proceeding brought for the purpose of enforcement of any term or provision of this Agreement shall be brought only in the Federal or state courts sitting in Florida and the Parties hereby waive any and all rights to trial by jury.

SECTION 5.10. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be null and void ab initio. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

SECTION 5.11. Further Assurances. The Parties hereby agree to execute and deliver such further and other documents and perform or cause to be performed such further acts and things as may be necessary or desirable to give full effect to this Agreement.

SECTION 5.12. Headings. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of the Agreement or any provision hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Share Exchange Agreement as of the date first above written.

THE COMPANY:		THE CONTRIBUTORS:
JFB Construction Holdings

By:	/s/ Joseph Basile	By:	/s/ Joseph Basile
Name:	Joseph Basile	Name:	Joseph Basile
Title:	President

		Basile Family Irrevocable Trust

		By:	/s/ Lisa Basile
		Name:	Lisa Basile, Trustee

		By:	/s/ Javier Landino
		Name:	Javier Landino

Page 8 of 8

SCHEDULE A

Subsidiary Shares and Company Shares

Name	Subsidiary Shares	Company Shares
Joseph F. Basile, III	59.0625 shares of common stock	364,999 shares of Class A Common Stock; 4,000,000 shares of Class B Common Stock
The Basile Family Irrevocable Trust	40.625 shares of common stock	3,250,000 shares of Class A Common Stock
Javier Landino	0.3125 shares of common stock	25,000 shares of Class A Common Stock

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of July 18, 2024 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph Basile, III, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

WHEREAS, the Company wishes to employ Executive on the terms set forth in this Agreement; and

WHEREAS, Executive wishes to become employed on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Employment Term.

a) Employment Term. Executive’s employment is at-will, meaning that either party may terminate the employment at any time for any reason or no reason. Nothing in this Agreement is intended to create a promise or representation of continued employment or employment for a fixed period of time. The period of time between the Effective Date and the termination of the Executive’s employment shall be referred as the “Term.”

2. Position and Duties.

a) Title. The Company hereby agrees to employ the Executive to serve as Chief Executive Officer (“CEO”) of the Company.

b) Duties. Executive shall report to the Board of Directors. Executive shall perform all duties and have all powers incident to the CEO position and have overall supervision of the operations of the Company. During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and all persons and entities directly or indirectly controlling, controlled by, or under common control with, the Company. Executive’s duties shall include setting strategic direction, making decisions on corporate level issues, overseeing operations, financial stewardship, and representing the company externally. Executive shall perform such other duties and may exercise such other powers as may be assigned by Board of Directors from time to time.

c) Board Service. If the Company’s Shareholders nominate Executive serve on the Board or the board of director, any Company affiliate or subsidiary, Executive agrees, for no additional compensation, to serve on the Board or such boards of directors. Upon the end of the Term for any reason, Executive agrees to immediately resign from the Board and from all other board positions and offices Executive holds with the Company or with any Company parent, subsidiary or affiliate.

d) Full-Time Commitment/Policies. Throughout the Executive’s employment, the Executive shall devote substantially all of his professional time to the performance of his duties of employment with the Company (except as otherwise provided herein) and shall faithfully and industriously perform such duties. The Executive will be required to comply with all Company policies as may exist and be in effect from time to time.

e) Executive Representations. The Executive represents and warrants to the Company that he is under no obligation or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or proprietary information or intellectual property in which any other person or entity has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person.

3. Compensation and Benefits.

a) Base Salary/Deferral of Payment. In consideration for his work under the terms of this Agreement, the Executive shall earn a base salary in the gross amount of $300,000 USD (Three Hundred Thousand Dollars) per year (“Base Salary”). Executive’s Base Salary shall be paid in equal installments on the last day of each calendar month of the Term, or more frequently, in accordance with the regular payroll practices of the Company. If the Term ends other than on the last day of a month the last salary payment shall be pro-rated based on the number of days in the month that have passed as of the date of termination.

b) Equity Grant. Executive’s total compensation shall include a grant of stock options for the Company’s Class A Common Stock (the “Stock”) under the terms of the equity incentive plan the Company adopted (the “Plan”) and any award agreement the Plan requires, attached here as Addendum A.

c) Annual Cash Bonus.

Executive shall receive a cash for as follows:

	a.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue (as defined below) between ten million U.S. Dollars ($10,000,00) to fifteen million U.S. Dollars ($15,000,000), the Executive shall receive $200,000 USD (Two Hundred Thousand Dollars).

	b.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue between fifteen million U.S. Dollars ($15,000,00) to twenty million U.S. Dollars ($20,000,000), the Executive shall receive an additional $200,000 USD (Two Hundred Thousand Dollars).

	c.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue over twenty million U.S. Dollars ($20,000,000), the Executive shall receive an additional $200,000 USD (Two Hundred Thousand Dollars).

	ii.	Gross Revenue means, for each fiscal year during the term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from the operations of the Company and its Subsidiaries.

	iii.	Executive shall be eligible to receive an annual bonus cash that the Company may award in its sole and absolute discretion.

d) Benefits and Perquisites. Executive shall be eligible for any fringe benefits offered by the Company on at least the same terms and conditions as other executives. Such benefits may include group health benefits, dental and vision benefits, 401k retirement plan, disability insurance benefits, life insurance benefits, and director and officer insurance benefits. The Company reserves the right, in its sole discretion, to amend or terminate any employee benefit plan in accordance with applicable law.

e) Paid Time Off. Executive shall be entitled to fifteen (15) days’ paid vacation and five (5) paid sick days in accordance with the Company’s policies. Executive may not take more than two consecutive weeks of vacation without written permission of the Chief Executive Officer. Executive shall also be entitled to paid time off on holidays recognized by the Company. The Company shall not pay Executive for accrued and unused vacation or sick days when Executive’s employment terminates for any reason, unless required by law.

f) Board Service Compensation. Executive shall not be entitled to receive additional compensation for service on the Board or on the board of directors of any parent, subsidiary, or affiliate of the Company.

g) Taxes-Withholdings. All compensation paid or provided under this Agreement shall be subject to such deductions and withholdings for taxes and such other amounts as are required by law or elected by the Executive.

4. Business Expenses. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Term and in connection with the performance of the Executive’s duties hereunder. If the Executive is provided with the use of the Company’s credit or charge card for purposes of business expenses, such credit or charge card shall not be used to incur any personal (non-business-related) expenses; any personal expenses inadvertently charged to such card shall be reimbursed immediately by the Executive to the Company.

5. Termination of Employment. A party may terminate Executive’s employment by giving written notice of such termination in accordance with the notice provisions of this Agreement. Termination will become effective upon a party’s receipt of notice of termination.

6. Confidentiality and Intellectual Property.

a) Confidential Information. The Executive acknowledges that the Executive will occupy a position of trust and confidence. The Company, from time to time, may disclose to the Executive, and the Executive will require access to and may generate confidential and proprietary information (no matter how created or stored) concerning the business practices, products, services, and operations of the Company which is not known to its competitors or within its industry generally and which is of great competitive value to it, including, but not limited to: (i) Trade Secrets (as defined herein), inventions, mask works, ideas, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, software, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding research, development, products, marketing plans, market research and forecasts, bids, proposals, quotes, business plans, budgets, financial information and projections, overhead costs, profit margins, pricing policies and practices, accounts, processes, planned collaborations or alliances, licenses, suppliers and customers; (iii) operational information including deployment plans, means and methods of performing services, operational needs information, and operational policies and practices; and (iv) any information obtained by the Company from any third party that the Company treats or agrees to treat as confidential or proprietary information of the third party (collectively, “Confidential Information”). The Executive acknowledges and agrees that Confidential Information includes Confidential Information disclosed to the Executive prior to entering into this Agreement.

b) Trade Secrets. “Trade Secrets” means any information, including any data, plan, drawing, specification, pattern, procedure, method, computer data, system, program or design, device, list, tool, or compilation, that relates to the present or planned business of the Company and which: (i) derives economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means to, other persons who can obtain economic value from their disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of “trade secret” under applicable law, the latter definition shall control.

c) Restrictions On Use and Disclosure of Confidential Information. The Executive recognizes that the Company’s business interests require the full protection of its Confidential Information. The Executive agrees during his employment and after his employment ends, the Executive will hold the Confidential Information in strict confidence and will neither use the information nor disclose it to anyone, except to the extent necessary to carry out the Executive’s responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company. The Parties agree that the restrictions in this Section will not apply to any portion of the Confidential Information which: (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided, if permitted, that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking to protect such information). Nothing in this Agreement shall be deemed to prohibit the Executive from disclosing any concerns about suspected unlawful conduct to any proper government authority subject to proper jurisdiction. This provision shall survive the termination of the Executive’s employment for so long as the Company maintains the secrecy of the Confidential Information and the Confidential Information has competitive value; and to the extent such information is otherwise protected by statute for a longer period, for example and not by way of limitation, the Defend Trade Secrets Act of 2016 (“DTSA”), then until such information ceases to have statutory protection.

d) Defend Trade Secrets Act. Misappropriation of a Trade Secret of the Company in breach of this Agreement may subject the Executive to liability under the DTSA, entitle the Company to injunctive relief, and require the Executive to pay compensatory damages, double damages, and attorneys’ fees to the Company. Notwithstanding any other provision of this Agreement, the Executive hereby is notified in accordance with the DTSA that the Executive will not be held criminally or civilly liable under a federal or state law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, provided that the Executive must file any document containing the trade secret under seal, and must not disclose the trade secret, except pursuant to court order.

e) Ownership of Inventions. All ideas, data, deliverables, reports, work products, innovations, improvements, know-how, inventions, designs, developments, techniques, methods and other results of the Executive’s employment with the Company (in draft and final forms), and all related documentation (such as, but not limited to, notes, records, documents, drawings, and designs), which the Executive makes, conceives, reduces to practice, or develops in whole or in part, either alone or jointly with others, in connection with his services to the Company or which relate to any Confidential Information (collectively, the “Inventions”) will be the sole and exclusive property of the Company , and will be considered “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101). The Executive hereby assigns to the Company or its designees all of the Executive’s right, title and interest in and to all of the foregoing without compensation. To the extent the Executive has any “moral rights” in the Inventions which are not assignable by law, the Executive hereby waives any such moral rights relating to the Inventions, including any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. The Executive further represents that, to the best of the Executive’s knowledge and belief, none of the Inventions that the Executive creates will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that the Executive will use the Executive’s commercially reasonable efforts to prevent any such violation.

7. Covenants Not to Solicit or Compete.

a) Non-Solicitation of Personnel. During the Executive’s employment with the Company and for a period of twelve (12) months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, directly, or indirectly, solicit, induce, recruit, or encourage any Protected Personnel of the Company to leave their employment, or end their engagement with the Company, to provide services for the Executive or any other person, business, or organization. “Protected Personnel” means: (i) any person currently employed or engaged as an independent contractor by the Company; and (ii) any former employee or independent contractor of the Company, for a period of three (3) months after termination of such employee’s employment, or independent contractor’s engagement, with the Company.

b) Non-Competition. During the Term, and during the Restricted Period, Executive shall not, anywhere within the United States, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own (more than 1%), manage, finance, operate, control or otherwise engage or participate in any manner or fashion in any business engaged in the same or similar business as the Company, including those engaged in the business of real estate and development, without explicit written approval and review of the Company’s conflict of interest policy.

8. Survival of Provisions. The obligations contained in Sections 6, 7, 8, 9 and 10 shall survive the termination of the Executive’s employment with the Company and shall be fully enforceable thereafter.

9. Return of Property/Post-Employment Representations. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company and not retain any copies, including, but not limited to, any keys, access cards, badges, laptops, computers, cell phones, wireless electronic mail devices, USB drives, other equipment, documents, reports, files, and other property provided by or belonging to the Company. Executive shall provide all usernames and passwords to all electronic devices, documents, and accounts, including any social media accounts. Upon request made within thirty days after the Executive’s employment terminates, Executive shall make any cellular phone he has used for business purposes available upon request to allow for Company-related documents and data to be retrieved and saved at Company’s expense. The Company shall not be responsible for any personal data, information or photographs that may be lost or rendered inaccessible by the Company or its vendors. Executive shall return the Company automobile, if provided for his use, in a clean condition and emptied of personal belongings with the registration and manual in the glove box. On the Termination Date, Executive shall no longer represent to anyone that he remains employed by the Company and shall take affirmative action to amend any statements to the contrary on any social media sites, including but not limited to Linked-in and Facebook.

10. Non-Disparagement. During the Executive’s employment and following termination of employment for whatever reason, the Executive shall not, directly, or indirectly, make or publish denigrating or derogatory remarks, comments, or statements (whether written or oral) in any forum or through any medium of communication regarding the Company, its services and operations, or any of its owners, managers, officers, employees, or consultants. Notwithstanding the foregoing, nothing in this section shall, or shall be deemed to, prevent or impair the Executive from making truthful statements in any legal or administrative proceeding or from otherwise complying with legal requirements.

11. Indemnification/Insurance. The Company shall defend, indemnify, and hold Executive harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees and expenses), losses, and damages resulting from the good faith performance of Executive’s duties and obligations under this Agreement. This promise of defense, indemnity and advancement of expenses is in addition to, and not in substitution of, any such rights Executive has under the company’s articles of incorporation, bylaws, additional indemnification agreement, or pursuant to applicable law. During the Term, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor and at a level no lower than the amount of coverage in place within six (6) months of the Effective Date.

12. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been given when delivered by email with return receipt requested, upon the obtaining of a valid return receipt from the recipient, by hand or mailed by nationally recognized overnight delivery service, addressed to the Parties’ addresses specified below or to such other address as any Party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt:

To the Company:

JFB Construction Holdings

Attn: Executive Office

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Email: Ruben@jfbconstruction.net

To the Executive:

Joseph F. Basile, III

__________________________

Email: joe@jfbconstruction.net

13. Tax Matters. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

14. Assignment. The Executive may not assign any part of the Executive’s rights or obligations under this Agreement. The Executive agrees and hereby consents that the Company may assign this Agreement to a third party that acquires or succeeds to the Company’s business, that the provisions hereof are enforceable against the Executive by such assignee or successor in interest, and that this Agreement shall become an obligation of, inure to the benefit of, and be assigned to, any legal successor or successors to the Company.

15. Headings. Titles or captions of sections or paragraphs contained in this Agreement are intended solely for the convenience of reference, and shall not serve to define, limit, extend, modify, or describe the scope of this Agreement or the meaning of any provision hereof. The language used in this Agreement is deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any person.

16. Severability. The provisions of this Agreement are severable. The unenforceability or invalidity of any provision or portion of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the full extent permitted by applicable law.

17. Governing Law; Venue. This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto, shall be governed by, and construed in accordance with the laws of the State of Nevada (without regard to its conflicts of laws provisions), provided, however, that the arbitration provisions of this Agreement shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Except as provided in Section 18 (Arbitration) of this Agreement, the Parties consent to the personal jurisdiction of the State of Florida and further agree to the exclusive jurisdiction of the courts of the State of Florida, County of Palm Beach and the United States District Court for the Southern District of Florida, as applicable, in connection with, or incident to, any dispute, claim, case, controversy or matter arising out of or relating to Executive’s employment or this Agreement, to the exclusion of the courts of any other state, territory or country. The Parties knowingly, willingly, and voluntarily, WAIVE ALL RIGHT TO TRIAL BY JURY in any such proceedings.

18. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, and Employee’s employment with the Company, including any alleged violation of statute, common law or public policy shall be submitted to final and binding arbitration before the American Arbitration Association (“AAA”) to be held in Palm Beach County, Florida, before a single arbitrator, in accordance with then-current AAA Employment Arbitration and Mediation Rules. The arbitrator shall issue a written opinion stating the essential findings and conclusions on which the arbitrator’s award is based. Employer will pay the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. Any determination of which party is the prevailing party and the reasonableness of any fee or costs shall be resolved by the arbitrator. Employee is not required to arbitrate any claim of sexual harassment or sexual assault pursuant to this arbitration clause.

JB By initialing here, Executive acknowledges he has read this paragraph and agrees with the arbitration provision herein. indemnity

19. Waiver; Modification. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and a duly authorized officer of the Company. No waiver by either Party hereto at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

20. Recitals; Entire Agreement. The Recitals are hereby incorporated into this Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements, inducements, or representations, oral or otherwise, express, or implied, with respect to the subject matter hereof have been made by either Party which are not expressly set forth in this Agreement.

21. Counterparts. This Agreement may be executed in counterparts, and each executed counterpart shall have the efficacy of a signed original and may be transmitted by facsimile or email. Each copy, facsimile copy, or emailed copy of any such signed counterpart may be used in lieu of the original for any purpose.

IN WITNESS WHEREOF, the Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.

JFB CONSTRUCTION HOLDINGS

By:	/s/ Ruben Calderon
	Ruben Calderon
	Chief Financial Officer

EXECUTIVE

By:	/s/ Joseph F. Basile, III
	Joseph F. Basile, III

ADDENDUM A

JFB CONSTRUCTION HOLDINGS

2024 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2024 Equity Incentive Plan shall have the same defined meanings in this Stock Option Agreement.

Unless otherwise defined herein, the terms defined in the JFB Construction Holdings 2024 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Exercise Notice (the “Notice of Grant”) and Investment Representation Statement (the “Investment Representation Statement”), attached hereto as Exhibit A and Exhibit B, respectively.

I.	NOTICE OF STOCK OPTION GRANT

Name of Optionee: Joseph F. Basile III

The undersigned Optionee has been granted an Option to purchase Class A Common Stock (the “Common Stock”) of JFB Construction Holdings (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant		July 18, 2024

Vesting Commencement Date		July 18, 2024

Exercise Price per Share		$4.00

Total Number of Shares Granted		150,000

Total Exercise Price		$600,000

Type of Option:		X Incentive Stock Option

		X Nonstatutory Stock Option

Term/Expiration Date:		July 18, 2029

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

	-	If for the fiscal year 2024, the Company has Gross Revenue (as defined below) between ten million U.S. Dollars ($10,000,00) to fifteen million U.S. Dollars ($15,000,000), fifty thousand (50,000) Shares of the Option shall vest.

	-	If for the fiscal year 2024, the Company has Gross Revenue between fifteen (15) to twenty (20) million U.S. Dollars ($15,000,000 - $20,000,000), one hundred thousand (100,000) Shares of the Option shall vest.

	-	If for the fiscal year 2024, the Company has Gross Revenue over twenty million U.S. Dollars ($20,000,000), one hundred fifty (150,000) Shares of the Option shall vest.

Gross Revenue means, for each fiscal year during the term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from the operations of the Company and its Subsidiaries.

Termination Period:

This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider, unless such termination is due to Optionee’s death or Disability, in which case this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 7(d) of the Plan.

II.

AGREEMENT

1. Grant of Option. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or subsidiary or any of their respective employees or directors have any liability or obligation to Participant to reimburse, indemnify, or hold harmless (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

2. Vesting Schedule. Except as provided in Section 3, the Option awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Optionee in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

3. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.

4. Exercise of the option.

	a.	Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.
	b.	Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.
	c.	No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

5. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

6. Lock-Up Period.

	a.	Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act.

	b.	Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section.

7. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

	a.	cash or check;
	b.	consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
	c.	surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

8. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

9. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

10. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

11. Tax Obligations.

	a.	Withholding Taxes. Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all federal, state, and local taxes (including Optionee’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company or other payment of tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee; (ii) Optionee’s and, to the extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Company taxes the responsibility for which Optionee has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Optionee’s sole responsibility and may exceed the amount actually withheld by the Company. Optionee further acknowledges that the Company does not (A) make any representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (B) make any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Obligations or achieve any particular tax result. Further, if Optionee is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Optionee agrees to make appropriate arrangements with the Company (or the Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

	b.	Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

	c.	Code Section 409A. Under Section 409A, a stock right (such as the Option) that was granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a “discount option” may result in (i) income recognition by the recipient of the stock right prior to the exercise of the stock right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the recipient of the stock right. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the fair market value of a Share on the date of grant in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Optionee shall be solely responsible for Optionee’s costs related to such a determination. In no event will the Company or any of its Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Optionee (or any other person) in respect of this Option or any other Awards, for any taxes, penalties or interest that may be imposed on, or other costs incurred by, Optionee (or any other person) as a result of Section 409A.

12. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of California.

13. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

The terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE	JFB CONSTRUCTION HOLDINGS

/s/ Joseph F. Basile, III		/s/ Ruben Calderon
Signature	By:	Ruben Calderon
	Title:	CFO
Joseph F. Basile III
Print Name

EXHIBIT A

2024 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

JFB CONSTRUCTION HOLDINGS

Address:

Attention:

1. Exercise of Option. Effective as of today, the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase shares of the Class A Common Stock (the “Shares”) of JFB Construction (the “Company”) under and pursuant to the 2024 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated , (the “Option Agreement”).

2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 14 of the Plan.

5. Company’s Right of First Refusal Before any Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”).

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

(b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

7. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

(b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

8. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.

10. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of Florida. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Option Agreement will continue in full force and effect.

11. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.

Submitted by:		Accepted by:

OPTIONEE		JFB CONSTRUCTION HOLDINGS


Signature		By


Print Name		Title

Address:		Address:








		Date Received

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:	JFB CONSTRUCTION HOLDINGS

SECURITY:	CLASS A COMMON STOCK

AMOUNT:

DATE:

In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:

(a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with any legend required under applicable state securities laws.

(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Optionee, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.

(d) Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption shall be available in such event.

	Signature of Optionee:



	Date: ,____________________________________________, ___________

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of July 18, 2024 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Ruben Calderon, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

WHEREAS, the Company wishes to employ Executive on the terms set forth in this Agreement; and

WHEREAS, Executive wishes to become employed on the terms set forth herein;

1. Employment Term.

2. Position and Duties.

a) Title. The Company hereby agrees to employ the Executive to serve as Chief Financial Officer (“CFO”) of the Company.

b) Duties. Executive shall report to the Board of Directors. Executive shall perform all duties and have all powers incident to the CFO position and have overall supervision of the financial operations of the Company. During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and all persons and entities directly or indirectly controlling, controlled by, or under common control with, the Company. Executive’s duties shall include overseeing financial operations and strategies such as tracking cash flow, financial planning, analyzing the company’s financial strengths and weaknesses, and proposing corrective actions. Executive shall perform such other duties and may exercise such other powers as may be assigned by Board of Directors from time to time.

3. Compensation and Benefits.

a) Base Salary/Deferral of Payment. In consideration for his work under the terms of this Agreement, the Executive shall earn a base salary in the gross amount of $130,000 USD (One Hundred Thirty Thousand Dollars) per year (“Base Salary”). Executive’s Base Salary shall be paid in equal installments on the last day of each calendar month of the Term, or more frequently, in accordance with the regular payroll practices of the Company. If the Term ends other than on the last day of a month the last salary payment shall be pro-rated based on the number of days in the month that have passed as of the date of termination.

b) Stock Grant. Executive’s total compensation shall include a grant of stock options for the Company’s Class A Common Stock (the “Stock”) under the terms of the equity incentive plan the Company adopted (the “Plan”) and any award agreement the Plan requires, attached here as Addendum A.

c) Annual Cash Bonus.

Executive shall receive a cash for as follows:

	a.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue (as defined below), with a minimum net profit of eight percent (8%), between fifteen million U.S. Dollars ($15,000,000) to thirty-five million U.S. Dollars ($35,000,000), the Executive shall receive $20,000 USD (Twenty Thousand Dollars) cash bonus.

	b.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue, with a minimum net profit of eight percent (8%), between thirty-five million U.S. Dollars ($35,000,000) to fifty million U.S. Dollars ($50,000,000), the Executive shall receive a $30,000 USD (Thirty Thousand Dollars) cash bonus.

	c.	If for the fiscal year 2024, the Company, including its Subsidiaries, has Gross Revenue with a minimum net profit of eight percent (8%), above fifty million U.S. Dollars ($50,000,000), the Executive shall receive a $40,000 USD (Forty Thousand Dollars) cash bonus.

	ii.	Gross Revenue means, for each fiscal year during the term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from the operations of the Company and its Subsidiaries.

	iii.	Executive shall further be eligible to receive an annual bonus that the Company may award in its sole and absolute discretion.

6. Confidentiality and Intellectual Property.

7. Covenants Not to Solicit or Compete.

To the Company:

JFB Construction Holdings

Attn: Executive Office

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Email: Joe@jfbconstruction.net

To the Executive:

Ruben Calderon

__________________________

Email: Ruben@jfbconstruction.net

RC By initialing here, Executive acknowledges he has read this paragraph and agrees with the arbitration provision herein. indemnity

IN WITNESS WHEREOF, the Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.

JFB CONSTRUCTION HOLDINGS

By:	/s/ Joseph F. Basile III
	Joseph F. Basile III
	CEO and Director

EXECUTIVE

By:	/s/ Ruben Calderon
	Ruben Calderon

ADDENDUM A

JFB CONSTRUCTION HOLDINGS

2024 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2024 Equity Incentive Plan shall have the same defined meanings in this Stock Option Agreement.

I.	NOTICE OF STOCK OPTION GRANT

Name of Optionee: Ruben Calderon

Date of Grant		July 18, 2024

Vesting Commencement Date		July 18, 2024

Exercise Price per Share		$4.00

Total Number of Shares Granted		7,500

Total Exercise Price		$30,000

Type of Option:		X Incentive Stock Option

		__ Nonstatutory Stock Option

Term/Expiration Date:		July 18, 2029

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

	-	If for the fiscal year 2024, the Company has Gross Revenue (as defined below), with a minimum net profit of eight percent (8%), between fifteen million U.S. Dollars ($15,000,000) to thirty-five million U.S. Dollars ($35,000,000), four thousand (4,000) Shares of the Option shall vest.

	-	If for the fiscal year 2024, the Company has Gross Revenue (as defined below), with a minimum net profit of eight percent (8%), between thirty-five million U.S. Dollars ($35,000,000) to fifty million U.S. Dollars ($50,000,000), five thousand (5,000) Shares of the Option shall vest.

	-	If for the fiscal year 2024, the Company has Gross Revenue (as defined below), with a minimum net profit of eight percent (8%), above fifty million U.S. Dollars ($50,000,000), seven thousand five hundred (7,500) Shares of the Option shall vest.

Termination Period:

II.

AGREEMENT

4. Exercise of the option.

	a.	Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.
	b.	Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.
	c.	No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

6. Lock-Up Period.

	a.	Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act.

	b.	Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section.

7. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

	a.	cash or check;
	b.	consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
	c.	surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

11. Tax Obligations.

	a.	Withholding Taxes. Optionee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all federal, state, and local taxes (including Optionee’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company or other payment of tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee; (ii) Optionee’s and, to the extent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Company taxes the responsibility for which Optionee has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Optionee’s sole responsibility and may exceed the amount actually withheld by the Company. Optionee further acknowledges that the Company does not (A) make any representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (B) make any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Obligations or achieve any particular tax result. Further, if Optionee is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Optionee agrees to make appropriate arrangements with the Company (or the Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

	b.	Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

	c.	Code Section 409A. Under Section 409A, a stock right (such as the Option) that was granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on the date of grant (a “discount option”) may be considered “deferred compensation.” A stock right that is a “discount option” may result in (i) income recognition by the recipient of the stock right prior to the exercise of the stock right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the recipient of the stock right. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the fair market value of a Share on the date of grant in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Optionee shall be solely responsible for Optionee’s costs related to such a determination. In no event will the Company or any of its Subsidiaries have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Optionee (or any other person) in respect of this Option or any other Awards, for any taxes, penalties or interest that may be imposed on, or other costs incurred by, Optionee (or any other person) as a result of Section 409A.

OPTIONEE		JFB CONSTRUCTION HOLDINGS

/s/ Ruben Calderon		/s/ Joseph F. Basile, III
Signature		By

Ruben Calderon		CEO
Print Name		Title

EXHIBIT A

2024 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

JFB CONSTRUCTION HOLDINGS

Address:


Attention:

1. Exercise of Option. Effective as of today, ____________________ the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase ___________ shares of the Class A Common Stock (the “Shares”) of JFB Construction (the “Company”) under and pursuant to the 2024 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated ___________, _____ (the “Option Agreement”).

7. Restrictive Legends and Stop-Transfer Orders.

Submitted by:	Accepted by:

OPTIONEE	JFB CONSTRUCTION HOLDINGS

Signature	By

Print Name	Title

Address:	Address:

	Date Received

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:	_______________________________

COMPANY:	JFB CONSTRUCTION HOLDINGS

SECURITY:	CLASS A COMMON STOCK

AMOUNT:	_______________________________

DATE:	_______________________________

In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following:

	Signature of Optionee:


	Date: , ____________________________, __________

Exhibit 10.4

JFB CONSTRUCtiON HOLDINGS

2024 EQUITY INCENTIVE PLAN

1.	Purpose. The purposes of this Plan are to:

attract, retain, and motivate Employees, Directors, and Consultants,

provide additional incentives to Employees, Directors, and Consultants, and

promote the success of the Company’s business,

by providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s Employees, Directors, and Consultants to those of its shareholders.

2.	Definitions. As used herein, the following definitions will apply:

“Administrator” means a committee of at least one Director of the Company as the Board may appoint to administer this Plan or, if no such committee has been appointed by the Board, the Board, in accordance with Section 5 hereof.

“Applicable Law” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Award” means, individually or collectively, a grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards.

“Award Agreement” means the written or electronic agreement, consistent with the terms of the Plan, between the Company and the Participant, setting forth the terms, conditions, and restrictions applicable to each Award.

“Board” means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the “Board” may refer to a committee to whom the Board has delegated authority to administer any aspect of this Plan.

“Cause” shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, consulting, severance, or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment, consulting, severance, or similar agreement containing such definition, “Cause” means:

any willful, material violation by the Participant of any law or regulation applicable to the business of the Company, a Subsidiary, or other affiliate of the Company;

ii.

the Participant’s conviction for, or guilty plea to, a felony (or crime of similar magnitude under Applicable Laws outside the United States) or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, act of material dishonesty, embezzlement, or misappropriation or similar conduct against the Company, a Subsidiary, or other affiliate of the Company;

iii.

the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company, a Subsidiary, other affiliate of the Company, or any other entity having a business relationship with any of the foregoing;

iv.

any material breach or violation by the Participant of any fiduciary duties or duties of care to the Company or provision of any agreement or understanding between the Company, a Subsidiary, or other affiliate of the Company and the Participant regarding the terms of the Participant’s Service, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an Employee, Director, or Consultant of the Company, a Subsidiary, or other affiliate of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment, confidentiality, non-competition, non-solicitation, restrictive covenant, or similar agreement between the Company, a Subsidiary, or other affiliate of the Company and the Participant;

any willful and continued refusal by the Participant to carry out a reasonable directive of the chief executive officer, the Board or the Participant’s direct supervisor, which involves the business of the Company, a Subsidiary, or other affiliate of the Company and was capable of being lawfully performed;

vi.

the Participant’s violation of the code of ethics of the Company or any Subsidiary;

vii.

the Participant’s disregard of the policies of the Company, a Subsidiary, or other affiliate of the Company so as to cause loss, harm, damage, or injury to the property, reputation, or employees of the Company, a Subsidiary, or other affiliate of the Company; or

viii.

any other misconduct by the Participant that is injurious to the financial condition or business reputation of, or is otherwise injurious to, the Company, a Subsidiary, or other affiliate of the Company;

provided that, in the case of clauses (iv), (v), (vi), (vii), and (viii) above, the Company has given written notice to the Participant of such circumstances and which circumstances, if capable of being cured, has not been cured within thirty (30) days after such notice.

“Change in Control” means the occurrence of any of the following events:

any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities, who does not already hold such voting power on the Effective Date;

ii.

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

iii.

a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of Directors); or

iv.

the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement, the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

“Company” means JFB Construction Holdings, a Nevada corporation, or any successor thereto.

“Consultant” means a consultant or adviser who provides bona fide services to the Company, its Parent, or any Subsidiary as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

“Director” means a member of the Board.

“Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of an Award other than an Incentive Stock Option, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

“Effective Date” shall have the meaning set forth in Section 24.

“Employee” means any person, including officers and Directors, employed by the Company, its Parent, or any Subsidiary. Neither Service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

if the Shares are readily tradable on an established securities market, its Fair Market Value will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such market for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

ii.

if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for a Share for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

iii.

if the Shares are not readily tradable on an established securities market, the Fair Market Value will be determined in good faith by the Administrator.

Notwithstanding the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time. In addition, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section 409A. The Administrator’s determination shall be conclusive and binding on all persons.

“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Exchange Act Rule 16b-3.

“Nonqualified Stock Option” means a Stock Option that by its terms, or in operation, does not qualify or is not intended to qualify as an Incentive Stock Option.

“Other Stock-Based Awards” means any other awards not specifically described in the Plan that are valued in whole or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 11.

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

“Participant” means the holder of an outstanding Award.

“Period of Restriction” means the period during which the transfer of Restricted Stock is subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of certain performance criteria, or the occurrence of other events as determined by the Administrator.

“Plan” means this JFB Construction Holdings 2024 Equity Incentive Plan.

“Restricted Stock” means Shares, subject to a Period of Restriction or certain other specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous Service for a specified period of time), granted under Section 9 or issued pursuant to the early exercise of a Stock Option.

“Restricted Stock Unit” or “RSU” means an unfunded and unsecured promise to deliver Shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous Service for a specified period of time), granted under Section 10.

aa.

“Service” means service as a Service Provider. In the event of any dispute over whether and when Service has terminated, the Administrator shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

bb.

“Service Provider” means an Employee, Director, or Consultant, including any prospective Employee, Director, or Consultant who has accepted an offer of employment or Service and will be an Employee, Director, or Consultant after the commencement of their Service.

cc.

“Shares” means the Company’s shares of Class A common stock, par value of $0.0001 per share.

dd.

“Stock Appreciation Right” or “SAR” means an Award pursuant to Section 8 that is designated as a SAR.

ee.

“Stock Option” means an option granted pursuant to the Plan to purchase Shares, whether designated as an Incentive Stock Option or a Nonqualified Stock Option.

ff.

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

gg.

“Substitute Award” has the meaning set forth in Section 4(i).

Awards.

Award Types. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards.

Award Agreements. Awards shall be evidenced by Award Agreements (which need not be identical) in such forms as the Administrator may from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan and any such Award Agreements, the provisions of the Plan shall prevail.

Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such later date as is determined by the Administrator, consistent with Applicable Laws. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

4.	Shares Available for Awards.

Basic Limitation. Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan is 2,000,000 (the “Plan Share Limit”). The Shares subject to the Plan may be authorized, but unissued, or reacquired shares.

Annual Increase in Available Shares. On the first day of each calendar year during the term of the Plan, commencing on January 1, 2025 and continuing until (and including) January 1, 2034, the number of Shares available under the Plan Share Limit shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of Shares issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of Shares determined by the Board.

Awards Not Settled in Shares Delivered to Participant. Upon payment in Shares pursuant to the exercise or settlement of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if the Shares are tendered or withheld to satisfy any tax withholding obligations, the number of Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan, although such Shares shall not again become available for issuance as Incentive Stock Options.

Cash-Settled Awards. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

Lapsed Awards. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if the Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.

Code Section 422 Limitations. No more than 2,000,000 Shares (subject to adjustment pursuant to Sections 4(b) and14) may be issued under the Plan upon the exercise of Incentive Stock Options.

Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding Non-Employee Director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted to a Service Provider as compensation for services as a Non-Employee Director during any calendar year shall not exceed $300,000 for such Service Provider’s first year of service as a Non-Employee Director and $150,000 for each year thereafter.

Share Reserve. The Company, during the term of the Plan, shall at all times keep available such number of Shares authorized for issuance as will be sufficient to satisfy the requirements of the Plan.

Substitute Awards. Awards may, in the sole discretion of the Administrator, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company, its Parent, or any Subsidiary or with which the Company, its Parent, or any Subsidiary combines (“Substitute Awards”). Substitute Awards shall not be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option limit in Section 4(f).

5.	Administration. The Plan will be administered by the Administrator.

Powers of the Administrator. Subject to the provisions of the Plan, the Administrator will have the authority, in its discretion to:

determine Fair Market Value;

ii.

select the Service Providers to whom Awards may be granted;

iii.

determine the type or types of Awards to be granted to Participants under the Plan and number of the Shares to be covered by each Award;

iv.

approve forms of Award Agreements for use under the Plan;

determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award. Such terms and conditions include, but are not limited to, the exercise price or purchase price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting criteria or Periods of Restriction, any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;

vi.

construe and interpret the terms of the Plan, any Award Agreement, and Awards granted pursuant to the Plan;

vii.

prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable tax laws, as well as any privacy or other notice provisions to comply with Applicable Laws;

viii.

modify or amend each Award (subject to Section 18(c)), including (A) the discretionary authority to extend the post-termination exercisability period of Awards and (B) accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions;

ix.

allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under such conditions as the Administrator may deem necessary or advisable;

authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

xi.

allow a Participant to defer the receipt of the payment of cash or the delivery of the Shares that would otherwise be due to such Participant under an Award, subject to compliance (or exemption) from Code Section 409A;

xii.

determine whether Awards will be settled in cash, Shares, other securities, other property, or in any combination thereof;

xiii.

determine whether Awards will be adjusted for dividend equivalents;

xiv.

create Other Stock-Based Awards for issuance under the Plan;

xv.

impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any securities issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

xvi.

make all other determinations and take all other action deemed necessary or advisable for administering the Plan and due compliance with Applicable Laws, stock market or exchange rules or regulations or accounting or tax rules or regulations.

Prohibition on Repricing. Notwithstanding anything to the contrary in Section 5(a) and except for an adjustment pursuant to Section 14 or a repricing approved by shareholders, in no case may the Administrator (i) amend an outstanding Stock Option or SAR to reduce the exercise price of the Award, (ii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for cash or other awards for the purpose of repricing the Award, or (iii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for an option or SAR with an exercise price that is less than the exercise price of the original Award.

Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a committee of two or more Non-Employee Directors.

Delegation of Authority. Except to the extent prohibited by Applicable Laws, the Administrator may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with Applicable Laws (except that such delegation shall not apply to any Award for a Participant then covered by Section 16 of the Exchange Act), and the Administrator may delegate to one or more committees of the Board (which may consist solely of one Director) some or all of its authority under this Plan, including the authority to grant all types of Awards, in accordance with Applicable Laws. Such delegation may be revoked at any time. The acts of such delegates shall be treated as acts of the Administrator, and such delegates shall report regularly to the Administrator regarding the delegated duties and responsibilities and any Awards granted.

Effect of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all persons, including Participants and any other holders of Awards.

Eligibility. The Administrator has the discretion to select any Service Provider to receive an Award, although Incentive Stock Options may be granted only to Employees. Designation of a Participant in any year shall not require the Administrator to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year. The Administrator shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.

Stock Options. The Administrator, at any time and from time to time, may grant Stock Options under the Plan to Service Providers. Each Stock Option shall be subject to such terms and conditions consistent with the Plan as the Administrator may impose from time to time, subject to the following limitations:

Exercise Price. The per share exercise price for Shares to be issued pursuant to exercise of a Stock Option will be determined by the Administrator; provided, however, that for a Stock Option subject to Code Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant, subject to Section 7(e). Notwithstanding the foregoing, in the case of a Stock Option that is a Substitute Award, the exercise price for Shares subject to such Stock Option may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A.

Exercise Period. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that no Stock Option shall be exercisable later than ten (10) years after the date it is granted. Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Administrator shall in its discretion set forth in such Award Agreement at the date of grant; provided, however, the Administrator may, in its sole discretion, later waive any such condition.

Payment of Exercise Price. To the extent permitted by Applicable Laws, the Participant may pay the Stock Option exercise price by cash or check and, if approved by the Administrator, as determined in its sole discretion, by the following methods:

surrender of other Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences to the Company (as determined by the Administrator);

ii.

by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby payment of the exercise price may be satisfied, in whole or in part, with Shares subject to the Stock Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price;

iii.

for a Nonqualified Option, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of Shares underlying the Option so exercised reduced by the number of Shares equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise;

iv.

such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

any combination of the foregoing methods of payment.

Exercise of Stock Option.

Procedure for Exercise. Any Stock Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Stock Option may not be exercised for a fraction of a Share. Exercising a Stock Option in any manner will decrease the number of Shares thereafter available for purchase under the Stock Option, by the number of Shares as to which the Stock Option is exercised.

ii.

Exercise Requirements. A Stock Option will be deemed exercised when the Company receives: (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Stock Option, and (B) full payment of the exercise price (including provision for any applicable tax withholding).

iii.

Non-Exempt Employees. If a Stock Option is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Stock Option will not be first exercisable for any Shares until at least six (6) months following the date of grant of the Stock Option (although the Stock Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (A) if such non-exempt Employee dies or suffers a Disability, (B) upon a Change in Control in which such Stock Option is not assumed, continued, or substituted, or (C) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company or a Subsidiary, or, if no such definition, in accordance with the then current employment policies and guidelines of the Company or employing Subsidiary), the vested portion of any Stock Option may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of a Stock Option will be exempt from the Participant’s regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting, or issuance of any Shares under any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section ‎7(d)(iii) will apply to all Awards and are hereby incorporated by reference into such Award Agreements.

iv.

Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, the Participant may exercise the Stock Option within such period of time as is specified in the Award Agreement to the extent that the Stock Option is vested on the date of termination (but in no event later than the expiration of the term of such Stock Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Stock Option will remain exercisable for three (3) months (or twelve (12) months in the case of termination on account of Disability or death) following the Participant’s termination. If a Participant commits an act of Cause, all unvested Stock Options shall be forfeited as of such date. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to a Stock Option, the Shares covered by the unvested portion of the Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan. If after termination, the Participant does not exercise a Stock Option as to all of the vested Shares within the time specified by the Administrator, the Stock Option will terminate, and remaining Shares covered by such Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan.

Extension of Exercisability. A Participant may not exercise a Stock Option at any time that the issuance of Shares upon such exercise would violate Applicable Laws. Except as otherwise provided in the Award Agreement, if a Participant ceases to be a Service Provider for any reason other than for Cause and, at any time during the last thirty (30) days of the applicable post-termination exercise period: (A) the exercise of the Participant’s Stock Option would be prohibited solely because the issuance of Shares upon such exercise would violate Applicable Laws, or (B) the immediate sale of any Shares issued upon such exercise would violate the Company’s trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term.

vi.

Beneficiary. If a Participant dies while a Service Provider, the Stock Option may be exercised following the Participant’s death by the Participant’s designated beneficiary, provided such beneficiary has been designated and received by the Administrator prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been properly designated by the Participant, then such Stock Option may be exercised by the personal representative of the Participant’s estate or by the persons to whom the Stock Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

vii.

Shareholder Rights. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent or depositary of the Company), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Shares, notwithstanding the exercise of the Stock Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 or the applicable Award Agreement.

Incentive Stock Option Limitations.

Each Stock Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company, its Parent, or any Subsidiary) exceeds $100,000 (or such other limit established in the Code), such Stock Options will be treated as Nonqualified Stock Options. For purposes of this Section 7(e)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Stock Option is granted.

ii.

In the case of an Incentive Stock Option, the exercise price will be determined by the Administrator, but shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. The term of any Incentive Stock Option will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Parent, or any Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement and the exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

iii.

No Stock Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Code Section 422(b)(1), provided that any Stock Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Stock Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

iv.

In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason a Stock Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Stock Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.

Stock Appreciation Rights (“SARs”). The Administrator, at any time and from time to time, may grant SARs to Service Providers. Each Award of SARs shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

SAR Award Agreement. Each SAR will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any SAR.

Exercise Price and Other Terms. The per share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a SAR will be determined by the Administrator; provided, however, that for a SAR subject to Code Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the exercise price for Shares subject to such SAR may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of any SAR.

Expiration of Stock Appreciation Rights. A SAR will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(d) relating to the maximum term and exercise price also will apply to SARs issued in tandem with an Incentive Stock Option.

Payment of Stock Appreciation Right Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

ii.

the number of Shares with respect to which the SAR is exercised.

Payment Form. At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares, other securities, or other property of equivalent value, or in some combination thereof.

Tandem Awards. Any Stock Option granted under this Plan may include tandem SARs (i.e., SARs granted in conjunction with an Award of Stock Options under this Plan). The Administrator also may award SARs to a Service Provider independent of any Stock Option.

9.	Restricted Stock. The Administrator, at any time and from time to time, may grant Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine, subject to the following limitations:

Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable restrictions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Restricted Stock may be awarded in consideration for (i) cash, check, bank draft or money order payable to the Company, (ii) past Service, or (iii) any other form of legal consideration (including future Service) that may be acceptable to the Administrator, in its sole discretion, and permissible under Applicable Laws.

Removal of Restrictions. Unless the Administrator determines otherwise, Restricted Stock will be held by the Company as escrow agent until the restrictions on such Restricted Stock have lapsed. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

Voting Rights. During the Period of Restriction, a Participant holding Restricted Stock may exercise the voting rights applicable to those restricted Shares, unless the Administrator determines otherwise.

Dividends and Other Distributions. Except as provided in the Award Agreement, during the Period of Restriction, a Participant holding Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Restricted Stock. If any such dividends or distributions are paid in Shares, such Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid.

Transferability. Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will be forfeited and will revert to the Company and again will become available for grant under the Plan.

10.

Restricted Stock Units (“RSUs”). The Administrator, at any time and from time to time, may grant RSUs under the Plan to Service Providers. Each RSU shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

RSU Award Agreement. Each Award of RSUs will be evidenced by an Award Agreement that will specify the terms, conditions, and restrictions related to the grant, including the number of RSUs and such other terms and conditions as the Administrator, in its sole discretion, will determine.

Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or Service), or any other basis determined by the Administrator in its discretion.

Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

Form and Timing of Payment. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned RSUs in cash, Shares, other securities, other property, or a combination of both.

Voting and Dividend Equivalent Rights. The holders of RSUs shall have no voting rights as the Company’s shareholders. Prior to settlement or forfeiture, RSUs awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one Share while the RSU is outstanding. Dividend equivalents may be converted into additional RSUs. Settlement of dividend equivalents may be made in the form of cash, Shares, other securities, other property, or in a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the RSUs to which they attach.

Cancellation. On the date set forth in the Award Agreement, all unearned RSUs will be forfeited to the Company.

11.

Other Stock-Based Awards. Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers to whom and the time or times at which Other Stock-Based Awards shall be made, the amount of such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards including any dividend and/or voting rights.

12.

Vesting.

Vesting Conditions. Each Award may or may not be subject to vesting, a Period of Restriction, and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement. Vesting conditions may include Service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. Unless specifically set forth in the Award Agreement, Awards shall not be considered subject to any performance-based condition. Unless specifically set forth in the Award Agreement, Awards shall not be considered subject to any performance-based condition. An Award Agreement may provide for accelerated vesting upon certain specified events.

Performance Criteria. The Administrator may establish performance-based conditions for an Award as specified in the Award Agreement, which may be based on the attainment of specific levels of performance of the Company (and/or one or more Subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Subsidiaries as a whole or any business unit(s) of the Company and/or one or more Subsidiaries or any combination thereof, as the Administrator may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Administrator also has the authority to provide for accelerated vesting of any Award based on the achievement of performance criteria specified in this paragraph. Any performance criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

Default Vesting. Unless otherwise set forth in an individual Award Agreement, each Award shall vest over a three (3) year period from the date of grant and vesting monthly.

Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any Employee’s unpaid leave of absence and will resume on the date the Employee returns to work on a regular schedule as determined by the Administrator; provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or the employing Subsidiary, although any leave of absence not provided for in the applicable employee manual of the Company or employing Subsidiary needs to be approved by the Administrator, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or employing Subsidiary is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for federal tax purposes as a Nonqualified Stock Option.

Change in Status. In the event a Service Provider’s regular level of time commitment in the performance of Services is reduced (for example, and without limitation, if the Service Provider is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Service Provider, the Administrator has the right in its sole discretion to (i) make a corresponding reduction in the number of Shares subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Service Provider will have no right with respect to any portion of the Award that is so reduced or extended.

13.

Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the Participant’s estate or legal representative, and may be exercised, during the lifetime of the Participant, only by the Participant, although the Administrator, in its discretion, may permit Award transfers for purposes of estate planning or charitable giving. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

14.	Adjustments; Dissolution or Liquidation; Change in Control.

Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust (i) the number and class of Shares which may be delivered under the Plan; (ii) the number, class and price of Shares subject to outstanding Awards, and (iii) the numerical limits in Section 4. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise an Award, to the extent applicable, until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not be vested or otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse one hundred percent (100%), and that any Award vesting shall accelerate one hundred percent (100%), provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested and, if applicable, exercised, an Award will terminate immediately prior to the consummation of such proposed action.

Change in Control.

In the event of a Change in Control, each outstanding Award shall be assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation.

ii.

Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute for the Award, (A) the Participant shall fully vest in and have the right to exercise the Award as to all of the Shares, including those as to which it would not otherwise be vested or exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other vesting criteria will be deemed achieved at targeted levels.

iii.

If a Stock Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the Stock Option or SAR shall be exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the Stock Option or SAR shall terminate upon the expiration of such period.

iv.

For the purposes of this Section 14, the Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common shares of the acquiring or successor corporation or its parent, the Administrator may, with the consent of the acquiring or successor corporation, provide for the consideration to be received, for each Share subject to the Award, to be solely common shares of the acquiring or successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares in the Change in Control.

Notwithstanding anything herein to the contrary, an Award that vests, is earned, or is paid out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or the acquiring or successor corporation modifies any of such performance goals without the Participant’s consent; provided, however, that a modification to such performance goals only to reflect the acquiring or successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

vi.

Payments under this Section 14 may be delayed to the same extent that payment of consideration to the holders of Shares in connection with the Change in Control is delayed as a result of escrows, earn outs, holdbacks, or any other contingencies.

15.

Taxes.

General. It is a condition to each Award that a Participant or such Participant’s successor shall make such arrangements that may be necessary, in the opinion of the Administrator or the Company, for the satisfaction of any federal, state, local, or foreign withholding tax obligations that arise in connection with any Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan unless such obligations are satisfied.

Share Withholding. To the extent that Applicable Laws subject a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company, its Parent, or any Subsidiary withhold all or a portion of any Share that otherwise would be issued to such Participant or by surrendering all or a portion of any Share that the Participant previously acquired. Such Share shall be valued on the date withheld or surrendered. Any payment of taxes by assigning Shares to the Company, its Parent, or any Subsidiary may be subject to restrictions, including any restrictions required by the Securities and Exchange Commission, accounting, or other rules.

Discretionary Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of a Participant’s salary or compensation or for purposes of calculating any severance, resignation, redundancy, other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits, or rights of any kind. By acceptance of an Award, a Participant waives any and all rights to compensation or damages as a result of the termination of Service for any reason whatsoever insofar as those rights result or may result from this Plan or any Award.

Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled, or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement, or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

Deferral of Award Settlement. The Administrator, in its discretion, may permit selected Participants to elect to defer distributions of Restricted Stock or RSUs in accordance with procedures established by the Administrator to assure that such deferrals comply with applicable requirements of the Code. Any deferred distribution, whether elected by the Participant or specified by the Award Agreement or the Administrator, shall comply with Code Section 409A, to the extent applicable.

Limitation on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.

16.

No Rights as a Service Provider. Neither the Plan, nor an Award Agreement, nor any Award shall confer upon a Participant any right with respect to continuing a relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company, its Parent, or any Subsidiary to terminate such relationship at any time, with or without cause.

17.

Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan, and all Shares issued under the Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws, as well as any implementing regulations and/or listing standards.

18.	Amendment and Termination of the Plan.

Amendment and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.

Shareholder Approval. The Company may obtain shareholder approval of any Plan amendment to the extent necessary or, as determined by the Administrator in its sole discretion, desirable to comply with Applicable Laws, including any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive Awards.

Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any Participant with respect to outstanding Awards, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19.	Conditions Upon Issuance of Shares.

Legal Compliance. Shares will not be issued pursuant to an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required or desirable.

20.

Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement, if any one or more of the provisions (or any part thereof) of this Plan or an Award Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired thereby.

21.

Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

22.

Shareholder Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. All Awards hereunder are contingent on approval of the Plan by shareholders. Notwithstanding any other provision of this Plan, if the Plan is not approved by the shareholders within twelve (12) months after the date the Plan is adopted, the Plan and any Awards hereunder shall be automatically terminated.

23.	Choice of Law. The Plan will be governed by and construed in accordance with the internal laws of the State of Nevada, without reference to any choice of law principles.

24.	Effective Date.

The Plan shall be effective as of July 18, 2024, the date on which the Plan was adopted by the Board (the “Effective Date”).

Unless terminated earlier under Section 18, this Plan shall terminate on July 18, 2034, ten years after the Effective Date.

Exhibit 10.5

State of Florida

Rev. 13462E1

LEASE AGREEMENT

This Lease Agreement (this “Agreement”) is made this January 01, 2004, by and between LOOSE CANNON LLC (“Landlord”) and JFB CONSTRUCTION & DEVELOPMENT (“Tenant”). Each Landlord and Tenant may be referred to individually as a “Party” and collectively as the “Parties.”

1. Premises. The premises leased is commercial office building and eleven (11) parking space(s) located at 555 Hypoluxo Rd. Suite B, Lantana, FL 33462 (the “Premises”).

2. Agreement to Lease. Landlord agrees to lease to Tenant and Tenant agrees to lease from Landlord, according to the terms and conditions set forth herein, the Premises.

3. Term. This Agreement will be for a term beginning on January 01, 2024 and ending on December 31, 2024 (the “Term”).

4. Rent. Tenant will pay Landlord a rent for the Term of $38,520.00 payable in equal monthly installments of $3,210.00 (“Rent”). Rent will be payable in advance and due on the 1st day of each month during the Term. Rent will be paid to Landlord at Landlord’s address provided herein (or to such other places as directed by Landlord) by mail or in person by one of the following methods: Cash, Personal check, Money order, and will be payable in U.S. Dollars. Tenant further agrees to pay $35.00 for each dishonored bank check.

4a. Initial Payments. Upon execution of this Agreement by Tenant and as a condition of consideration for acceptance by Landlord, Tenant shall pay to Landlord the following:

I. The first rent payment.

II. The Security Deposit. (See § 7 )

5. Additional Rent. There may be instances under this Agreement where Tenant may be required to pay additional charges to Landlord. All such charges are considered additional rent under this Agreement and will be paid with the next regularly scheduled rent payment. Landlord has the same rights and Tenant has the same obligations with respect to additional rent as they do with rent.

6. Utilities. Tenant is responsible for payment of all utility and other services for the Premises.

7. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of_________ to Landlord. The security deposit will be retained by Landlord as security for Tenant’s performance of its obligations under this Agreement. The security deposit may not be used or deducted by Tenant as the last month’s rent of the Term. Tenant will be entitled to a full refund of the security deposit if Tenant returns possession of the Premises to Landlord in the same condition as accepted, ordinary wear and tear excepted. Within________days after the termination of this Agreement, Landlord will return the security deposit to Tenant (minus any amount applied by Landlord in accordance with this section). Any reason for retaining a portion of the security deposit will be explained in writing.

The security deposit will not bear interest while held by Landlord in accordance with applicable state laws and/or local ordinances.

8. Landlord’s Failure to Give Possession. In the event Landlord is unable to give possession of the Premises to Tenant on the start date of the Term, Landlord will not be subject to any liability for such failure, the validity of this Agreement will not be affected, and the Term will not be extended. Tenant will not be liable for rent until Landlord gives possession of the Premises to Tenant. Notwithstanding anything to the contrary, if Landlord does not deliver possession of the Premises within 10 days of the Start Date, Tenant may cancel this Agreement upon notice to Landlord and Landlord shall, within 3 business days, return all monies paid by Tenant to Landlord.

9. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of the Parties, there will be no holding over past the Term under the terms of this Agreement under any circumstances. If it becomes necessary to commence legal action to remove Tenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages.

10. Use of Premises. The Premises will be occupied only by Tenant and Tenant’s immediate family and used only for residential purposes. Tenant will not engage in any objectionable conduct, including behavior which will make the Premises less fit to live in, will cause dangerous, hazardous or unsanitary conditions or will interfere with the rights of others to enjoy their property. Tenant will be liable for any damage occurring to the Premises and any damage to or loss of the contents thereof which is done by Tenant or Tenant’s guests or invitees.

11. Condition of the Premises. Tenant has examined the Premises, including the appliances and fixtures, and acknowledges that they are in good condition and repair, normal wear excepted and tear, and accepts them in its current condition.

12. Maintenance and Repairs. Tenant will maintain the Premises, including appliances and fixtures, in clean, sanitary and good condition and repair. Tenant will not remove Landlord’s appliances and fixtures from the Premises for any purpose. If repairs other than general maintenance are required, Tenant will notify Landlord for such repairs. In the event of default by Tenant, Tenant will reimburse Landlord for the cost of any repairs or replacement.

13. Reasonable Accommodations. Landlord agrees to comply with all applicable laws providing equal housing opportunities, including making reasonable accommodations for known physical or mental limitations of qualified individuals with a disability, unless undue hardship would result. Tenant is responsible for making Landlord aware of any such required accommodations that are reasonable and will not impose an undue hardship. If Tenant discloses a disability and requests an accommodation, Landlord has the right to have a qualified healthcare provider verify the disability if the disability is not readily apparent, and Landlord has the right to use the qualified healthcare provider verifying the disability as a resource for providing the reasonable accommodation.

14. Sex Offender Registry. Pursuant to law, information about specified registered sex offenders is made available to the public. Tenant understands and agrees that Tenant is solely responsible for obtaining any and all information contained in the state or national sex offender registry for the area surrounding the Premises, which can be obtained online or from the local sheriff’s department or other appropriate law enforcement officials. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and zip code in which he or she resides.

15. Compliance. Tenant agrees to comply with all applicable laws, ordinances, requirements and regulations of any federal, state, county, municipal or other authority.

16. Mechanics’ Lien. Tenant understands and agrees that Tenant and anyone acting on Tenant’s behalf does not have the right to file for mechanic’s liens or any other kind of liens on the Premises. Tenant agrees to give actual advance notice to any contractors, subcontractors or suppliers of goods, labor or services that such liens are invalid. Tenant further agrees to take the additional steps necessary to keep the Premises free of any and all liens that may result from construction completed by or for Tenant.

17. Subordinathm. With respect to the Premises, this Agreement is subordinate to any mortgage that now exists, or may be given later by Landlord.

18. Alterations. Tenant will not make any alteration, addition or improvement to the Premises without first obtaining Landlord’s written consent. Any and all alterations, additions or improvements to the Premises are without payment to Tenant and will become Landlord’s property immediately on completion and remain on the Premises, unless Landlord requests or permits removal, in which case Tenant will return that part of the Premises to the same condition as existed prior to the alteration, addition or improvement. Tenant will not change any existing locks or install any additional locks on the Premises without first obtaining Landlord’s written consent and without providing Landlord a copy of all keys.

19. Smoking. Smoking of any kind is strictly prohibited on any part of the Premises. This prohibition applies to Tenant and any visitors, guests or other occupants on the Premises.

20. Pets. Tenant is not allowed to have or keep any pets, even temporarily, on any part of the Premises. The unauthorized presence of any pet will subject Tenant to penalties, damages, deductions and/or termination of this Agreement. Properly trained service animals that provide assistance to individuals with disabilities may be permitted on the Premises with the prior written consent of Landlord, which shall not be unreasonably Withheld. Tenant will be responsible for the costs of de-fleaing, deodorizing and/or shampooing all or any portion of the Premises if a pet has been on the Premises at any time during the Term (whether with or without written consent of Landlord).

21. Fire and Casualty. If the Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a result, Tenant may immediately vacate the Premises and terminate this Agreement upon notice to Landlord. Tenant will be responsible for any unpaid rent or will receive any prepaid rent up to the day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of time. At the discretion of Landlord, the rent may be reduced while the repairs are being made. termination of this Agreement, Tenant remains liable for any rent, additional late, costs, including costs to remedy any defaults, and damages under this Agreement.

29. Remedies. If this Agreement is terminated due to Tenant’s default, Landlord may, in addition to any rights and remedies available under this Agreement and applicable law, use any dispossession, eviction or other similar legal proceeding available in law or equity.

30. Subordination. This Agreement and Tenant’s right under it shall be subject and subordinate to the lien, operation and effect of each existing or future mortgage, deed of trust, ground lease and/or any other similar instrument of encumbrance covering any or all of the Premises, if any, and each renewal, modification, consolidation, replacement or extension thereof.

31. Condemnation. If all or substantially all of the Premises are covered by a condemnation including the exercise of any power of eminent domain by a governmental authority, this Agreement shall terminate on the date possession of the Premises is taken by the condemning authority, and all rent under this Agreement shall be prorated and paid to such date. Landlord is entitled lo collect from the condemning authority the entire amount of any award made in any proceeding. Tenant waives any right, title or interest which Tenant may have to any such award and agrees to not make any claim for the Term of this Agreement.

32. Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

33. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be delivered in person, sent via certified or registered mail to the following addresses (or to another address that either Party may designate upon reasonable notice to the other Party):

Notices shall be sent lo the Landlord al the following address:

____________

____________, _____________ _____________

Email: managemenl@preserve.com

Notices shall be sent to the Tenant al the following address:

____________

____________, _____________ _____________

Email: ruben@jfbconslruclion.net

34. Quiet Enjoyment. If Tenant pays the rent and performs all other obligations under this Agreement, Tenant may peaceably and quietly hold and enjoy the Premises during the Term.

35. No Waiver. No Party shall be deemed lo have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing.

36. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement.

37. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

38. Governing Law. The terms of this Agreement and the rights and obligations of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws provisions.

39. Amendments. This Agreement may be amended or modified only by a written agreement signed by the Parties.

40. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.

41. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.

42. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and cancels all prior agreements of the Parties, whether written or oral, with respect to the subject matter.

IN WITNESS WHEREOF, the Parties hereto, individually or by their duly authorized representatives, have executed this Agreement as of the Effective Date.

/s/ Joseph F. Basile, III		Loose Cannon LLC
Landlord Signature		Landlord Name

/s/ Joseph F. Basile, III		JFB Construction & Development
Tenant Signature		Tenant Name

Exhibit 10.6

JFB CONSTRUCTION & DEVELOPMENT INC

555 HYPOLUXO RD

LANTANA, FL. 33462 (HEREINAFTER REFERRED TO AS “JFB” OR “GC” OR “GENERAL CONTRACTOR”)

08/04/2021

Aura Commercial LLC

1300 S Dixie Hwy.

Lantana, FL 33462

RE:

CONTRACT FOR COMPLETING ALL IMPROVEMENTS AT OWNER’S PREMISES

AS A FOLLOW UP TO OUR MEETINGS AND CONVERSATIONS IN CONNECTION WITH THE REFERENCED SUBJECT MATTER, PLEASE ACCEPT THISCOST PLUS 5% LETTER WHEN EXECUTED BY BOTH PARTIES AS A FORMAL AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS:

1.	SCOPE OF WORK

	●	JFB AGREES TO PERFORM THE NEEDED CONSTRUCTION MANAGEMENT SERVICES/ WORK AS NEEDED TO COMPLETE THE HOME RENOVATION DETAILED ON THE APPROVED CONSTRUCTION DRAWINGS.
	●	ANY AND ALL CHANGES TO PLANS AND SPECS WILL BE ISSUED BY OWNER AND RELAYED TO CONTRACTOR ALONG WITH ANY DOCUMENTS NEEDED.
	●	OWNER TO PROVIDE JFB CONSTRUCTION WITH ALL APPLICABLE PERMITS AND ANY DOCUMENTS RELATED TO THE PROJECT FOR MANAGEMENT.
	●	ALL FINISHES TO BE CHOSEN AND PROVIDED TO JFB FOR MANAGEMENT.
	●	OWNER TO PROVIDE JFB WITH ALL PROPOSALS FROM PREFERED VENDORS FOR SHEDULING AND MANAGEMENT.

2.	PERMITS

	●	OWNER TO PAY ALL PERMIT AND ASSOCIATED FEES FOR CONSTRUCTION.
	●	JFB WILL PROVIDE COPIES OF ALL NEEDED LICENSING OR REGISTRATION FOR CONSTRUCTION.

3.	NOTICE OF COMMENCEMENT

●

GCTO FILE NOTICE OF COMMENCEMENT AND OWNER SHALL PROVIDE ALL INFORMATION NEEDED TO COMPLETE THE SAME (SUCH AS PROPERTY ADDRESS AND OWNER INFORMATION) ALL PARTICIPANTS OF THIS PROJECT WILL RECEIVE A COPY UPON REQUEST (IF REQUIRED BY MUNICIPALITY)

PRICE

THE CONTRACT IS A COST PLUS 5% CONTRACT. 5% IS ABOVE ANY AND ALL ASSOCIATED COST FOR THIS PRJECT WHETHER HIRED BY OWNER OR GC. ALL PROJECT MANAGEMENT TIME WILL BE DOCUMENTED FOR OWNER AND INVOICED AS PART OF THE COST FOR THE PROJECT.

●

JFB WILL REQUEST A DEPOSIT TO COMMENCE WORK AND ALL JFB INVOICES ARE TO PAID WITHIN (5) BUISNESS DAYS

5.	WORK COMPLETION

	●	WORK SHALL BE COMMENCED WITHIN (5) BUISNESS DAYS OF RECEIVING ALL APPLICABLE PERMITS.
	●	SCHEDULE TO BE WORKED OUT WITH OWNER AND JFB WITH THE UNDERSTANDING MATERIAL AVAILABILITY WILL AFFECT THE OVERALL SCHEDULE.

6.	INSURANCE

	●	JFB SHALL PROVIDE COPY OF LIABILITY INSURANCE COVERAGE IN THE AMOUNTS 1,000,000 / 2,000,000 WHICH COVERAGE JFB SHALL MAINTAIN AT ALL TIMES THROUGH COMPLETION OF THE WORK.
	●	JFB WILL BE REQUIRED ALL SUBS TO PROVIDE COPIES OF THEIR LIABILITY AND WC INSURANCE PRIOR TO THE START OF WORK.
	●	ALL INSURANCE IS STANDARD POLICY OF 1,000,000 / 2,000,000, OR MORE, AND ADDITIONAL COVERAGE IS ADDITONAL COST INCLUDING BUILDER RISK WHICH IS TO BE PROVIDED BY OWNER.

7.	WAIVER OF LEINS {PROTECTION OF OWNER)

	●	CONDITIONAL WAIVERS ARE REQUESTED PRIOR TO PAYMENT, UNCONDITIONAL AFTER PAYMENT IS RECEIVED, FINAL WAIVER OF LIEN SHALL BE PRESENTED TO OWNER PRIOR TO PYMENT.
	●	ALL SUPPLIERS OR AFFILIATES OF SUBCONTRACTORS MUST SHOW PROOF OF PAYMENT BEFORE ANY PAYMENT IS ISSUED.
	●	GC HAS THE RIGHT TO USE 2-PARTY CHECKS TO SUBCONTRACTORS AND SUPPLIERS.
	●	SUB CONTRACTORS ARE REQUIRED TO ISSUE A VERIFIED STAEMENT OF ACCOUNT FROM ALL SUPPLIERS IF REQUESTED BY OWNER OR GC.
	●	OWNER WILL BE PROVIDED A SUBCONTRACTOR LISTTO GC FOR WHOM THE OWNER WANTS TO USE ON HE PROJECT.

8.	CHANGE ORDERS

●

ALL CHANGE ORDERS WILL BE PRESENTED TO OWNER FOR APPROVAL AND APPROVED WITHIN (2) BUISINESS DAYS.

9.	MISCELLANEOUS & LEGAL

	●	IN THE EVENT THE CONTRACT IS NOT FINANCIALLY FULFILLED ON BEHALF OF THE OWNER AND A LEGAL ACTION IS TAKEN, ALL ATTORNEY’S FEES WILL BE ASSUMED BY OWNER.
	●	ALL DISPUTES WILL BE SETTLED IN MEDIATION.

PLEASE SIGN IN THE BELOW DESIGNATED AREA TO EVIDENCE APPROVAL OF THE ABOVE TERMS AND CONDITIONS

IF YOU HAVE ANY QUESTIONS, OR IF YOU NEED ANY ADDITIONAL INFORMATION, PLEASE CONTACT ME ON MY CELL PHONE AT 561-644-1887. MEANWHILE, THANK YOU IN ADVANCE FOR ALL YOUR ANTICIPATED COOPERATION IN THIS MATTER.

VERY YOURS TRULY

JOSEPH BASILE

APPROVED AND ACCEPTED BY:		APPROVED AND ACCEPTED BY:

JFB CONSTRUCTION & DEVELOPMENT		Aura Commercial LLC

/s/ Joseph Basile		/s/ Joseph Basile
JOSEPH BASILE		JOSEPH BASILE

Exhibit 10.7

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is made as of the 29^th day of March 2024, by and between AURA COMMERCIAL, LLC., a Florida limited liability company (“Landlord”), and JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida corporation (“Tenant”).

Landlord and Tenant, intending legally to be boU11d, hereby covenant and agree as set forth below.

ARTICLE 1: BASIC LEASE PROVISIONS

The following terms, when used herein, shall have the meanings set forth below.

1.1 Premises. All the space in the Center as outlined on Exhibit A attached hereto and made a part hereof having a street address of 1300 South Dixie Highway, Suite B, Lantana, Florida, referred to as the “Premises”. The parties hereto agree that for the purposes of this Lease the area of the Premises contains approximately 4,473 square feet.

1.2 Center. The real property and the improvements thereon known as 1300 Dixie Highway, Lantana, Florida of which the premises are a part thereof.

1.3 Term. Seven (7) years

1.4 Rent Commencement Date. The earlier of (i) the date on which the Tenant moves into the Premises; or (ii) April 15, 2024.

1.5 Expiration Date. If the Rent Commencement Date is the first day of a calendar month, the Term of this Lease shall expire at 11:59 p.m. (prevailing time) on the day before the seventh (7th) a1111iversary of the Rent Commencement Date. If the Rent Commencement Date is not the first day of a calendar month, this Lease shall expire at 11:59 p.m. (prevailing time) on the last day of the month in which shall fall the seventh (7^th₎ anniversary of the Rent Commencement Date.

1.6 Base Rent. The annual Base Rent for the first Lease Year of the Term shall be the sum of One Hundred Forty-Three Thousand One HU11dred Thirty-Six and 00/100 Dollars ($143,136.00), payable in equal monthly installments of Eleven Thousand Nine HU11dred Twenty-Eight and 00/100 Dollars ($11,928.00), subject to the provisions of Section 5.2, below. Base Rent for each subsequent Lease Year shall increase by two and one-half percent (2.5%) over the Base Rent payable during the previous Lease Year.

1.7 Tenant’s Proportionate Share. Landlord and Tenant mutually agree that Tenant’s Proportionate Share shall be 50%.

1.8 Parking Space Allocation. Tenant shall have non-exclusive access to parking spaces in the Parking Facilities which shall be unreserved parking spaces for Tenant.

1.9 Permitted Use. The premises shall be used as an office.

1.10 Landlord’s Address.

555 Hypoluxo Road

Lantana, FL 33462

________________

Email: ___________

1.11 Tenant’s Address:

1300 South Dixie Highway

Suite B

Lantana, FL 33462

Email: ___________

1.12 Options to Renew. Two (2) options of five (5) years each.

ARTICLE 2: DEFINITIONS

The following terms, when used herein, shall have the meanings set forth below.

2.1 Additional Rent. As defined in Section 5.4.

2.2 Agents. Officers, partners, members, directors, employees, agents, licensees, customers, contractors and invitees.

2.3 Alterations. Alterations, decorations, additions or improvements of any kind or nature to the Premises or the Building, whether structural or non-structural, interior, exterior or otherwise.

2.4 Building. The building in the Center containing the Premises and all alterations, additions, improvements, restorations or replacements now or hereafter made thereto.

2.5 Calendar Year. A period of twelve (12) months commencing on each January 1 during the Term, except that the first Calendar Year shall be that period from and including the Rent Commencement Date through December 31 of that same year, and the last Calendar Year shall be that period from and including the last January 1 of the Term through the earlier of the Expiration Date or date of Lease termination.

2.6 Common Area. All areas, improvements, facilities and equipment from time to time designated by Landlord for the common use or benefit of Tenant, other tenants of the Center and their Agents, including, without limitation common entrances and exits, landscaped areas, exterior lighting, loading areas, pedestrian walkways, sidewalks, common walls, common ceilings, common trash areas and Parking Facilities.

2.7 Event of Default. As defined in Article 22.

2.8 Lease Year. Each consecutive twelve (12) month period elapsing after (i) the Rent Commencement Date if the Rent Commencement Date occurs on the first day of a month, or (ii) the first day of the month following the Rent Commencement Date if the Rent Commencement Date does not occur on the first day of a month.

2.9 Operating Expenses. As defined in Section 7.2.

2.10 Rent. Base Rent and Additional Rent.

ARTICLE 3: THE PREMISES

3.1 Lease of Premises. In consideration of the agreements contained herein, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord, for the Term and upon the terms and conditions hereinafter provided. As an appurtenance to the Premises, Tenant shall have the non-exclusive right, together with other tenants of the Center and their Agents, to use the Common Area.

ARTICLE 4: TERM

4.1 Term. The Term shall commence on the Rent Commencement Date and expire at midnight on the Expiration Date unless sooner terminated in accordance with the terms hereof.

ARTICLE 5: RENT

5.1 Rent. Rent (“Rent”) shall be composed of: (i) Base Rent and (ii) Additional Rent.

5.2 Base Rent. Base Rent for each Lease Year shall be payable in equal monthly installments, in advance, without demand, notice, deduction, offset or counterclaim, on or before the first day of each calendar month during the Term. If the Rent Commencement Date occurs on a date other than on the first day of a calendar month, Base Rent shall be prorated from such date until the first day of the following month.

5.3 Operating Expenses. Beginning on the Rent Commencement Date, Tenant shall pay to Landlord, an amount (“Operating Expenses Component”) which, for each Calendar Year during the Term, is determined by multiplying the Operating Expenses (hereinafter defined) for the Calendar Year by Tenant’s Proportionate Share.

5.4 Additional Rent. All sums payable by Tenant under this Lease, other than Base Rent, shall be deemed “Additional Rent.”

5.5 Payment of Rent. Tenant shall pay Rent by good check or in lawful currency of the United States of America, to Landlord at Landlord’s Address, or to such other address or in such other manner as Landlord from time to time specifies by written notice to Tenant. Any payment made by Tenant to Landlord on account of Base Rent may be credited by Landlord to the payment of any late charges then due and payable and to Base Rent or Additional Rent then past due before being credited to Base Rent currently due.

5.6 Late Payment of Rent. If Tenant fails to pay Rent within ten (10) days after written notice that such Rent is due and payable, Tenant shall pay to Landlord a late charge often percent (10%) of the amount of such overdue Rent.

ARTICLE 6: OPTIONS TO RENEW

6.1 Options. The Tenant shall have, and is hereby granted, the option to renew this Lease for two (2) terms of five (5) years each (the “Option Term”) following the expiration of the Initial Term and the first Option Term, as the case may be. The Tenant may exercise each option to renew by providing the Landlord with notice at least thirty (30) days prior to the expiration of the Initial Term or the first Option Term, as the case may be. Base Rent during each Lease Year of each Option Term shall increase by two and one-half percent (2.5%) over the Base Rent payable during the previous Lease Year. The Tenant shall continue to be obligated to pay its Proportionate Share of Operating Expenses during each Lease Year of each Option Term. All other provisions of this Lease shall remain in full force and effect during each Option Term.

ARTICLE 7: OPERATING EXPENSES

7.1 Tenant’s Proportionate Share of Operating Expenses. Tenant shall pay to Landlord throughout the Term, upon the terms and conditions more particularly described in Section 7.4, Tenant’s Proportionate Share of the Operating Expenses for each Calendar Year of the Term. In the event that the Rent Commencement Date and the Expiration Date are other than the first day of a Calendar Year then the Operating Expenses Component shall be adjusted to reflect the actual period of occupancy during the Calendar Year.

7.2 Operating Expenses Defined. As used herein, the term “Operating Expenses” shall mean all expenses and costs of every kind and nature which Landlord incurs because of or in connection with the ownership, maintenance, management and operation of the Center, as follows:

(i) Wages and salaries of all employees, including without limitation an on-site management agent and staff, engaged in the operation and maintenance or security of the Center and all costs related to or associated with such employees or the carrying out of their duties, including uniforms and their cleaning, taxes, auto allowances and insurance and benefits;

(ii) All supplies and materials, including janitorial and lighting supplies, used directly in the operation and maintenance of the Center;

(iii) All utilities, including, without limitation, electricity, telephone (including, without limitation, all costs and expenses of telephone service for the sprinkler alarm system, if any), water, sewer, power, gas, heating, lighting and air conditioning for the Common Araes of the Center except to the extent such utilities are charged directly to or paid directly by a tenant of the Center;

(iv) All insurance purchased by Landlord relating to the Center and any equipment or other property contained therein or located thereon including, without limitation, casualty, liability, rental loss, sprinkler and water damage insurance;

(v) All repairs to the Center (excluding repairs paid for by the proceeds of insurance or by Tenant or other third parties), including interior, exterior, structural or non-structural;

(vi) All maintenance of the Center, including, without limitation, painting, landscaping, trash and garbage removal, groundskeeping and the patching, painting, striping and resurfacing of driveways and parking lots;

(vii) All maintenance, operation and service agreements for the Center, and any equipment related thereto, including, without limitation, service and/or maintenance agreements for a sprinkler system in the Center, if any (excluding those paid for by Tenant or any third parties);

(viii) Accounting, administrative and legal fees incurred in connection with the operation and maintenance of the Center related thereto;

(ix) Any payments made to independent contractors engaged in the operation and administration of the Center;

(x) Payments to governmental authorities, costs of complying or conforming with rules and regulations of governmental authorities, fire insurance rating organizations, board of fire underwriters, insurance carriers and other organizations having jurisdiction over the Center;

(xi) Real estate taxes and assessments; and

(xii) Other expenses and costs reasonably necessary for operating, managing and maintaining the Center.

7.3 Exclusions from Operating Expenses. Operating Expenses shall not include the following:

(i) Unless otherwise provided herein, legal fees, space planners’ fees, real estate brokers’ leasing commissions and advertising expenses incurred in connection with the original or future leasing of space in the Center;

(ii) Costs and expenses of alterations or improvements of the Premises or the leasehold premises of other tenants;

(iii) Depreciation, interest and principal payments on mortgages, if any, other than amortization of and the interest factor attributable to permitted capital improvements;

(iv) Costs and expenses associated with the operation of the business of the person or entity which constitutes Landlord as the same are distinguished from the costs of operation of the Center including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except to the extent the actions of Tenant or any other tenant may be in issue), costs of selling or financing any of Landlord’s interest in the Center and outside fees paid in connection with disputes with other tenants; and

(v) Capital improvements.

7.4 Estimated Payments. Landlord shall submit to Tenant, at the beginning of each Calendar Year, a statement of Landlord’s estimate of Tenant’s Proportionate Share of the Operating Expenses during that Calendar Year. Tenant shall pay to Landlord on or before the first day of each month during such Calendar Year an amount equal to one-twelfth (1/12) the estimated Operating Expenses payable by Tenant for such Calendar Year as set forth in Landlord’s statement. If Landlord fails to give Tenant notice of its estimated payments due under this Section for any Calendar Year, then Tenant shall continue making monthly estimated payments in accordance with the estimate for the previous Calendar Year until a new estimate is provided.

7.5 Reconciliation Statement. Within one hundred twenty (120) days after the end of each Calendar Year or as soon as possible thereafter, Landlord shall submit a statement to Tenant showing (i) the difference between the actnal Operating Expenses incurred during the preceding Calendar Year and the estimated Operating Expenses; and (ii) and the difference between Tenant’s Proportionate Shares of the actual Operating Expenses and the estimated Operating Expenses. If such statement indicates that the aggregate amount of such estimated payments exceeded Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next estimated payment(s) pursuant to this Article. If such statement indicates that Tenant’s actual liability exceeded the aggregate amount of such estimated payments, then Tenant shall pay to Landlord within thirty (30) days after receipt of said statement, the amonnt of such excess as Additional Rent. Landlord’s and Tenant’s obligations with respect to any overpayment or underpayment of Operating Expenses shall survive the expiration or termination of this Lease.

ARTICLE 8: INTENTIONALLY DELETED

ARTICLE 9: INTENTIONALLY DELETED

ARTICLE 10: USE

IO.I Tenant’s Use of the Premises. Tenant shall occupy the Premises for the Permitted Use and any other legal use.

ARTICLE 11: ASSIGNMENT AND SUBLETTING

11.1 Consent. Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.

ARTICLE 12: MAINTENANCE AND REPAIR

12.1 Landlord’s Obligation. Landlord shall keep and maintain in good repair and working order the roof and structural components of the Building, together with the Common Area. The cost of such maintenance and repairs shall be included in the Operating Expenses and paid by Tenant as provided in Article 7 herein.

12.2 Tenant’s Obligation. Tenant shall, at its own expense, repair, maintain, service and replace all of Tenant’s leasehold improvements and Tenant’s Alterations in the Premises (including, without limitation, the heating, ventilation, and air conditioning system, plumbing system and electrical system) and other real and personal property within the Premises in good condition, promptly making all necessary repairs and replacements. Tenant shall store all trash in and in a neat and clean condition, remove all trash, waste, sewage and garbage and arrange for removal at Tenant’s cost and expense.

ARTICLE 13: ALTERATIONS

13.1 Alterations. Tenant may make Alterations to the Premises without the prior written consent of Landlord, except for structural Alterations that shall require the consent of the Landlord which will not be unreasonably withheld, delayed or conditioned. The Alterations shall conform to the requirements of the Federal, state and local governments having jurisdiction over the Premises.

If any mechanic’s or materialmen’s lien is filed against the Premises or the Center for work claimed to have been done for, or materials claimed to have been furnished to or for the benefit of, Tenant, such lien shall be discharged of record by Tenant within ten (10) business days by the payment thereof or the filing of any bond required by law. Neither Landlord’s consent to the Alterations nor anything contained in this Lease shall be deemed to be the agreement or consent of Landlord to subject Landlord’s interest in the Premises or the Center to any mechanic’s or materialmen’s liens which may be filed in respect of the Alterations.

13.2 Removal of Alterations. All or any part of the Alterations (including, without limitation, wall-to-wall carpet and wiring), whether made with or without the consent of Landlord, shall, at the election of Tenant, either be removed by Tenant at its expense before the expiration of the Term, as it may be extended, or shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier termination of this Lease as the property of Landlord.

ARTICLE 14: SIGNS

14.1 Signage. Tenant may install signage on the interior or exterior of the Building without Landlord’s consent. All signage shall be in compliance with all governmental ordinances, rules and regulations.

ARTICLE 15: TENANT’S EQUIPMENT AND PROPERTY

15.1 Moving Tenant’s Property. Any and all damage or injury to the Premises or the Building caused by moving the property of Tenant into or out of the Premises, or due to the same being on the Premises, shall be repaired by Landlord, at the expense of Tenant. Tenant shall promptly remove from the Common Area any of Tenant’s furniture, equipment or other property there deposited.

ARTICLE 16: RIGHT OF ENTRY

16.1 Landlord’s Right of Entry. Tenant sha11 permit Landlord, upon reasonable notice to Tenant, or at any time and without notice in the event of an emergency, to enter the Premises, (i) to examine, inspect and protect the Premises and the Building, (ii) to make such alterations and repairs or perform such maintenance which in the sole judgment of Landlord may be deemed necessary or desirable, (iii) to exhibit the same to prospective purchasers of the Building or to present or future mortgagees or (iv) to exhibit the same to prospective tenants during the last six (6) months of the Term. Landlord shall use diligent efforts not to interfere with Tenant’s business operations in exercising the foregoing rights.

ARTICLE 17: INSURANCE

17.1 Tenant’s Insurance. Tenant agrees to secure and keep in force from and after the date Landlord shall deliver possession of the Premises to Tenant and throughout the term, at Tenant’s own cost and expense: (i) Comprehensive General Liability Insurance on an “occurrence” basis with minimum limits for commercial general liability in insurance written on an amount of Two Million Dollars ($2,000,000.00) on an occurrence basis including, without limitation, blanket contractual liability coverage, broad form property damage and independent contractor coverage, bodily injury, coverage and fire damage legal liability coverage with a combined single limit of Three Million Dollars ($3,000,000) with respect to claims for personal injury or, death and Two Million Dollars ($2,000,000.00) with respect to damage to or property damage, occurring in the Premises; and (ii) fire insurance, with extended coverage and vandalism and malicious mischief endorsements, in an amount adequate to cover the ful[ replacement value of all tenant improvements, leasehold improvements, personal property, Tenant’s Alterations, and all fixtures and contents in the Premises so as not to be a co-insurer in the event of a fire or other casualty.

17.2 Requirements of Insurance Coverage. All such insurance required to be carried by Tenant herein shall be with an insurance company licensed to do business in the State of Florida. Such insurance (i) shall name Landlord and, at Landlord’s request, any mortgagee, as additional insureds; and (ii) shall provide that the policy sha11 not be canceled, failed to be renewed or materially amended without at least thirty (30) days’ prior written notice. On or before the Rent Commencement Date and, thereafter, not less than thirty (30) days before the expiration date of the insurance policy, a certificate of insurance sha11 be delivered to Landlord.

17.3 Waiver of Subrogation. If either party hereto is paid any proceeds under any policy of insurance naming such party as an insured, on account of any loss or damage, then such party hereby releases the other party hereto, Landlord releasing Tenant to and only to the extent of the amount of such proceeds, and Tenant releasing Landlord for all loss or damage arising from the perils that could be insured against under an “all-risk” policy, including any deductible thereunder (whether or not Tenant actually carries such insurance, recovers under such insurance or self-insures the loss or damage, including the amount of any deductible), from any and all liability for such loss or damage, notwithstanding that such loss, damage or liability may arise out of the negligent or intentionally tortious act or omission of the other party, its agents, officers or employees; provided, that such release shall be effective only as to a loss or damage occurring while the appropriate policy of insurance of the releasing party provides that such release shall not impair the effectiveness of such policy or the insured’s ability to recover thereunder. Each party hereto shall use reasonable efforts to have a clause to such effect included in its said policies and shall promptly notify the other in writing if such clause cannot be included in any such policy.

ARTICLE 18: SERVICES AND UTILITIES

18.1 Utilities. Tenant shall be responsible to pay, before their due date, for the costs of any utilities used or consumed in the Premises which are separately metered.

ARTICLE 19: INTENTIONALLY DELETED

ARTICLE 20: INTENTIONALLY DELETED

ARTICLE 21: DAMAGE; CONDEMNATION

21.1 Damage to the Premises. If the Premises shall be damaged by fire or other cause, Landlord shall as soon as practicable after such damage occurs repair such damage at the expense of Landlord. Notwithstanding the foregoing, if the Premises or the Building is damaged by fire or other cause to such an extent that the damage cannot be substantially repaired within one hundred eighty (180) days after the date of such damage, either party may terminate this Lease by written notice to the other. If this Lease is terminated, the Rent shall be apportioned and paid to the date of such termination.

21.2 Condemnation. If the whole or a substantial part of the Premises or the Center shall be talcen or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including, without limitation, sale under threat of such a taldng), then the Term shall cease and terminate as of the date when title vests in such governmental or quasi-governmental authority, and Rent shall be prorated to the date when title vests in such governmental or quasi-governmental authority. If less than a substantial part of the Premises is taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including, without limitation, sale under threat of such a taldng), Base Rent and Tenant’s Proportionate Share shall be reduced by the ratio that the portion so taken bears to the rentable area of the Premises before such taldng, effective as of the date when title vests in such governmental or quasi-governmental authority, and this Lease shall otherwise continue in full force and effect.

ARTICLE 22: DEFAULT

22.1 Events of Default. Each of the following shall constitute an Event of Default: (i) Tenant fails to pay Rent when due and payable within ten (10) days after written notice from Landlord to Tenant; (ii) Tenant fails to observe or perform any other term, condition or covenant herein binding upon or obligating Tenant within thirty (30) days after written notice from Landlord to Tenant, provided that if the default is incapable of being cured within the thirty (30) day period, Tenant shall have such additional time to cure the default provided Tenant commences the cure of the default within the thirty (30) day period, (iii) Tenant makes or consents to a general assignment for the benefit of creditors or a common law composition of creditors, or a receiver of the Premises or all or substantially all of Tenant’s assets is appointed, or (iv) Tenant files a voluntary petition in any banlauptcy or insolvency proceeding, or an involuntary petition in any banlauptcy or insolvency proceeding is filed against Tenant and is not discharged by Tenant within sixty (60) days.

22.2 Landlord’s Remedies. Upon the occurrence of an Event of Default, Landlord shall have the following rights and remedies, in addition to all other rights and remedies provided in this Lease, and, at Landlord’s option, without further notice or demand to Tenant, may proceed to enforce its rights by doing any one of the following or a combination thereof:

(i) Terminate this Lease and Tenant’s right of possession of the Premises and recover all damages to which Landlord is entitled under law. If Landlord elects to terminate this Lease, every obligation of the parties shall cease as of the date of such termination, except that Tenant shall remain liable for payment of Rent and performance of all other terms and conditions of this Lease to the date of termination; and

(ii) Terminate Tenant’s right of possession of the Premises without terminating this Lease, in which event Landlord may relet the Premises, or any part thereof, for the account of Tenant, for such rent and term and upon such other conditions as are acceptable to Landlord. Until Landlord relets the Premises, Tenant shall remain obligated to pay Rent to Landlord as provided in this Lease. If and when the Premises are relet and if a sufficient sum is not realized from such reletting to satisfy the payment of Rent due under this Lease for any month, Tenant shall pay Landlord any such deficiency upon demand.

The rights and remedies herein reserved by or granted to Landlord are distinct, separate and cumulative, and the exercise of any one of them shall not be deemed to preclude, waive or prejudice Landlord’s right to exercise any or all others.

22.3 No Waiver. No waiver by Landlord of any breach shall operate as a waiver of such covenant, condition or agreement, or operate as a waiver of such covenant, condition or agreement itself, or of any subsequent breach thereof. No payment of Rent by Tenant or acceptance of Rent by Landlord shall operate as a waiver of any breach or default by Tenant under this Lease. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent herein stipulated shall be deemed to be other than a payment on account of the earliest unpaid Rent, nor shall any endorsement or statement on any check or communication accompanying a check for the payment of Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other remedy provided in this Lease.

22.4 Mitigation. Landlord shall use diligent efforts to mitigate its damages in the event of a default by Tenant hereunder.

ARTICLE 23: MORTGAGES

23.1 Subordination - Non-Disturbance. This Lease is subject and subordinate to all ground or underlying leases and to any Mortgage(s) which may or hereafter in effect and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Landlord shall obtain a non-disturbance agreement from any Mortgagee to the effect that in the event of a default by the Landlord under any Mortgage, the Tenant’s tenancy shall not be disturbed provided that the Tenant is not in default hereunder beyond any notice and cure period.

ARTICLE 24: SURRENDER.

24.1 Surrender of the Premises. Tenant shall peaceably surrender the Premises to Landlord on the Expiration Date or earlier termination of this Lease, in broom-clean condition including the repair of any damage to the Premises caused by the removal of any of Tenant’s personal property or trade fixtures from the Premises, except for reasonable wear and tear and loss by fire or other casualty.

ARTICLE 25: QUIET ENJOYMENT

25.1 Landlord’s Covenant of Quiet Enjoyment. Landlord covenants that if Tenant shall pay Rent and perform all of the terms and conditions of this Lease to be performed by Tenant, Tenant shall during the Term peaceably and quietly occupy and enjoy possession of the Premises without molestation or hindrance by Landlord or any party claiming through or under Landlord.

ARTICLE 26: OPTION TO PURCHASE

26.1 Option. Tenant is hereby granted by the Landlord the option to purchase the Center for the purchase price of Four Million Two Hundred Fifty Thousand and no/100 Dollars ($4,250,000.00). Tenant may exercise the option to purchase by providing written notice to Landlord so that closing may tal(e place no later than December 31, 2024 in accordance with the last sentence of this Section. The purchase price shall be paid “all cash” at the closing. Closing costs shall be allocated between the parties as is customary in the State of Florida. Landlord shall convey the Center to Tenant by special warranty deed and the Center shall be free and clear from all claims, liens and encumbrances. The closing on the purchase of the Center shall take place on the earlier to occur of (i) ninety (90) days after the Tenant exercises the option to purchase the Center; or (ii) December 31, 2024.

ARTICLE 27: OFAC

27.01 Representation. Tenant represents and warrants that (a) Tenant and each person or entity owning an interest in Tenant is (i) not currently identified on the SDN List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as defined under law), and (c) no Embargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly),

ARTICLE 28: MISCELLANEOUS

28, l No Partnership. Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between Landlord and Tenant other than that of landlord and tenant.

28.2 Brokers. Landlord and Tenant each represents and warrants to the other that it has not employed any broker, agent or finder relating to this Lease. Landlord shall indemnify, defend and hold Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from and against any claim for brokerage or other commission arising from or out of breach of the indemnitor’s representation and warranty.

28.3 Estoppel Certificate. Tenant shall, without charge, at any time and from time to time, within fifteen (15) days after request therefor by Landlord, any mortgagee or any potential purchaser of the Center execute and deliver to such requesting party a written estoppel certificate, certifying as of the date of such estoppel certificate, the following: (i) that this Lease is unmodified and in full force and effect; (ii) that the Term has commenced (and setting forth the Rent Commencement Date and Expiration Date); (iii) that Tenant is presently occupying the Premises; (iv) the amount of Rent currently due and payable by Tenant; (v) that there are no existing set-offs, charges, liens, claims or defenses against the enforcement of any right hereunder (or, if alleged, specifying the same in detail); (vi) that no Rent has been paid more than thirty (30) days in advance of its due date; (vii) that Tenant has no lmowledge of any then uncured default by Landlord of its obligations under this Lease (or, if Tenant has such lmowledge, specifying the same in detail); and (viii) that Tenant is not in default.

28.4 Waiver of Jury Trial. Each of Landlord and Tenant hereby waives trial by jury in any action, proceeding or counterclaim with respect to any matter whatsoever arising out of or in any way connected with this Lease.

28.5 Notices. All notices or other communications hereunder shall be in writing and delivered either in person, via recognized overnight courier (e.g., Federal Express) or by certified or registered mail or email, ifto Landlord to Landlord’s Address:specified in Section 1.10, or ifto Tenant to Tenant’s Address specified in Section I,11. Notice shall be deemed duly delivered on the day of delivery or refusal to accept if delivered in person, one (1) business day after delivery to the overnight courier, if sent by overnight courier or, if mailed by certified or registered mail, three (3) days after certified or registered mailing, or upon dispatch if sent by email. Landlord and Tenant may from time to time by written notice to the other designate another address for receipt of future notices,

28.6 Benefit and Burden. Subject to the provisions of Article 11 and except as otherwise expressly provided, the provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective representatives, heirs, successors and assigns.

28.7 Entire Agreement. This Lease (which includes the Exhibits and any Rider attached hereto) contains and embodies the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained in this Lease shall be of any force or effect. This Lease may only be amended by an instrument in writing executed by Landlord and Tenant.

28.8 Attorneys’ Fees. The non-prevailing party in any litigation under this Lease shall pay the attorneys’ fees, costs and expenses at all levels of the prevailing party.

28.9 Interpretation. This Lease is governed by the laws of State of Florida.

(SIGNATURES APPEAR ON THE FOLLOWING PAGE)

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal as of the Date of Lease.

WITNESS:		LANDLORD:

	/s/ Lynn Elneus
		AURA COMMERCIAL, LLC., a Florida
		limited liability company

Name:	Lynn Elneus	By:	/s/ Joseph F. Basile, III
		Name:	Joseph F. Basile, III
		Title:	President

WITNESS:		TENANT;

	/s/ Tania Franco
		JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida
		corporation

Name:	Tania Franco	By:	/s/ Ruben Calderon
		Name:	Ruben Calderon
		Title:	CFO

Exhibit 10.8

CONSTRUCTION CONTRACT

(STANDARD FORM)

DATE:	March 9 2024
NAME OF PROJECT:	The Preserve at Port Salerno
CONTRACT AMOUNT:	See Section 5.1

OWNER:		RARE CAPTIAL PARTNERS LLC. a Florida limited liability company

OWNER’S REPRESENTATIVE:		Jamie Zambrana
	Telephone No.:	561-756-2615

	Email Address:	jamie@rarecre.com

OWNER’S ADDRESS:		20283 South State Road 7, Boca Raton, FL 33498

PROJECT:		The Preserve at Port Salerno

SITE:	Full Address:	South East Hydrangea Street, Port Salerno, Florida
	County:	Martin County

CONTRACTOR:		JFB Construction & Development, Inc
		(STATE) (corporation, limited liability company, sole proprietorship, general partnership, etc.)

CONTRACTOR’S REPRESENTATIVE:		Joe Basile
	Telephone No.:	561.582,9840
	Email Address:	joe@jfbconstruction.net

CONTRACTOR’S LICENSE NO.:		CGC 1522607

CONTRACTOR’S ADDRESS:		555 Hypoluxo Road, Lantana, FL 33462

ARCHITECT:	Claudia De Narvaez
	11231 US. Highway 1, North Palm Beach, FL 33401

Email address.:

claudiadenarvaez@gmail.com

CONSTRUCTION CONTRACT

(STANDARD FORM)

This Construction Contract (this “Contract”) is made this 5th day of March 2024 (the “Effective Date”) by and between RARE CAPITAL PARTNERS LLC, a Florida limited liability company (“Owner”) and JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida corporation (“Contractor”). Each of Owner and Contractor is a “Party” and collectively, the “Parties.” Notwithstanding the designation of parties hereof, Contractor acknowledges the Site may be owned by a third party, as landlord of Owner (“Property Owner”).

I. PROJECT. The “Project” is the total construction of which the Work (as defined herein) performed under this Contract and the other Contract Documents (as defined herein) may be the whole or a part.

II. CONTRACT DOCUMENTS. The “Contract Documents” consist of the following: (A) this Contract (including the cover page of this Contract), (B) the Construction Plans (as defined herein), (C) all Exhibits and Addenda to this Contract, (D) any Change Orders (as defined herein) executed after the Effective Date of this Contract, (E) any amendment to this Contract executed by Owner and Contractor after the Effective Date of this Contract, and (F) Bid walk notes.

Ill. WORK.

3.1. Scope of Work. The “Work” is defined as the completed construction required by the Contract Documents, including all labor necessary to produce such construction and all materials, supplies and equipment incorporated or to be incorporated in such construction, all in accordance with the Construction Plans. The Work shall include the performance of all site improvement work (whether located on the Site or other property required for the Project) and all building and other improvements work required under the Construction Plans and improvements at the Site. Without limiting the foregoing, a general description of the Work is contained in the Construction Plans and the Contract Documents.

3.2 Construction Plans. The “Construction Plans” consist of the diagrammatic and graphic drawings showing the design, location and dimensions of the Work, including plans, elevations, sections, details, schedules and diagrams and the specifications of such drawings consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work. The Construction Plans have been prepared by the project engineer or architect engaged by Owner. Set forth on Exhibit A attached hereto is a description of the Construction Plans.

IV. CONTRACT TIME.

4.1 Commencement Date and Completion. The Work to be performed under this Contract shall be commenced on or before the fourteenth (14th) day after the applicable Building Permit for the Work has been issued (the “Commencement Date”), the actual date to be confirmed by the notice to proceed from Owner to Contractor. Contractor shall perform the Work at a rate of progress to achieve Substantial Completion and Retail Turnover.

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V. CONTRACT SUM,

5.1 Contract Sum. Owner agrees to pay Contractor for completion of its Work the following sum: Five and one-half percent (5.5%) of the “Cost of Construction” up to Twenty-One Million Dollars ($21,000,000.00) (the “Contract Sum”), subject only to additions and deductions by Change Order as specifically provided in this Contract or the other Contract Documents. As used herein, the term “Cost of Construction” shall mean the actual cost to construct and complete the Work, as may be modified by Change Orders including, without limitation, materials, supplies, labor costs, tools, equipment, management and supervision costs, fees, transportation, and facilities furnished, used or consumed, Contractor’s overhead and profit, permit costs and fees, inspection fees, tap and use fees, legal, accounting, insurance and subcontractor costs.

VI. CONTRACTOR’S DUTIES.

6.1 Inspection of Site. Contractor has inspected the Site and is generally acquainted with the actual conditions thereof. Owner represents and warrants to Contractor that, to its knowledge, there are no hazardous materials on, under or at the Site.

6.2 Permits and Notices. Contractor shall give notices pertaining to the Work to the proper authorities, if required, and to any landlord or other entity required by Owner in writing and shall secure and invoice for reimbursement all necessary licenses, permits, tap and use fees to perform and complete the Work. Contractor shall prepare and maintain at the Site, or as otherwise required, all plans and other documentation in accordance with requirements of federal, state and local laws, regulations, statutes, ordinances, codes and directives (“Laws”) as pertaining to stormwater discharges or potential pollution associated with construction activities for pollution prevention programs (the “SWPPP Requirements” or “Storm Water Pollution Prevention Plan Requirement”), including any SWPPP Requirements of Owner delivered to Contractor.

6.3 Authorization. Contractor represents and warrants that (fa/) its execution of this Contract and its performance is within its duly authorized powers; (8) it is authorized to do business in the State in which the Project is located; and (C) it is properly licensed by all necessary authorities.

6.4 Taxes. Contractor shall be responsible for informing itself of tax Laws, requirements, regulations and interpretations as they apply to the Contractor. The Contract Sum includes all taxes applicable under tax Laws and which are applicable to the Work.

6.5 Substitutions. Materials are to be specified by reference standard, and/or by manufacturer’s name and model number or trade name. Substitutions of materials or methods will only be considered if presented in writing to Owner for Owner’s prior approval, which approval shall not be unreasonably withheld or delayed.

6.6 Work. Contractor shall perform the Work in substantial accordance with the Construction Plans and the Contract Documents. Contractor shall coordinate all portions of the Work under the Contract, including any coordination required with utility companies for new (non-preexisting) services brought to Site and other contractors performing work at the Project.

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6.7 Providing the Means to Perform. Contractor agrees to furnish at all times all workmen, labor, equipment and materials needed for the Project and to perform and complete the Work. Contractor shall provide and pay for all labor, materials, and all facilities and services necessary for the completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. All manufactured articles, materials and equipment shall be installed and handled as directed by the manufacturer. Contractor shall pay all royalties and license fees required for the Work which shall be included in the Cost of Construction.

6.8 Shop Drawings. Upon Owner Representative’s written request, Contractor shall furnish to Owner’s Representative, shop drawings, manufacturer’s data, templates, schedules, reports or any other data that may be necessary for the Work including distribution among other contractors.

6.9 Correction and Protection of Work. Contractor shall correct, repair or replace all damage or loss to any person, property, materials or Work caused by Contractor or anyone for whose acts Contractor may be liable, except such portion of any damage or loss attributable to the negligence, acts or omissions of Owner. Contractor shall use reasonable efforts to protect the Work and all labor, materials, supplies, tools and equipment against any damage, injury, or destruction.

6.10 Clean Project. Upon completion of the Work, Contractor shall remove from the Site any accumulation of waste materials or rubbish caused by its operations. Contractor shall maintain all areas in and around the Site in a clean condition as reasonably feasible; provided, however, Owner recognizes that there shall be materials and rubbish on the Site during the course of construction.

6.11 Required Testing. If Owner, the Contract Documents or applicable Law requires any portion of the Work to be inspected, tested, or approved, Contractor shall conduct or arrange for such inspection, test or approval at the appropriate time and shall give advance written notice of the test inspection so that Owner may observe such inspection, testing or approval. Contractor shall provide copies of all testing results to Owner. If any inspection or testing reveals a failure of the Work to conform to Contract Documents and Laws caused by acts or omissions of Contractor, Contractor shall pay for all costs thereof and subsequent correction of the Work.

6.12 Utilities. Contractor shall exercise care in executing subsurface work in proximity of known subsurface utilities, improvements and easements, and shall determine the location of unknown subsurface utilities, improvements and easements prior to commencing Work. Before commencing any Work in areas which may involve existing utility lines, Contractor shall notify the utility company possibly affected of the planned Work and instruct the utility company to mark or designate the location (and depth) of their lines, or temporarily move the line(s).

6.13 Coordination with Others. Contractor shall be responsible for coordinating the Work to be performed hereunder with all other contractors, suppliers, and others employed in connection with the Project, including any contractors or vendors of Owner, so that all such work shall be completed in a timely fashion. In the event of any dispute, Contractor shall notify Owner of same.

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Vil. PAYMENT.

7.1 Payment Applications. Contractor shall submit monthly applications to Owner showing all costs incurred by Contractor on account of the Work performed to date. Each such application for payment (“Application”) shall identify the percentage of Work completed during the application period and shall identify each subcontractor that performed any portion of the Work for which payment is requested in such Application and shall be certified by Contractor. The following documentation shall be submitted by Contractor with each Application: (A) Contractor’s executed waiver of lien for the portion of the Work in the current Application, contingent only upon receipt of payment for the amount requested in the current Application, in the form attached hereto as Exhibit B-1; (B) Contractor’s unconditional waiver of lien in the form attached hereto as Exhibit B-2 for the amount requested in the previous Application and paid by Owner; (C) unconditional lien waivers from all subcontractors, suppliers and materialmen in the form attached hereto as Exhibit B-2 for all amounts requested from the preceding Application; (D) executed waivers of lien from all subcontractors, suppliers and materialmen for the portion of the Work in the current Application, contingent only upon receipt of payment for the amount requested in the current Application, in the form attached hereto as Exhibit B::.1..and (E) such additional documentation reasonably requested by Owner.

7.2 Release of Liens. Contractor shall satisfy and cause to be released all liens, recorded notices, claims for nonpayment or Lis Pendens filed of record by its subcontractors, sub-subcontractors and material suppliers of any tier provided that the Owner shall have disbursed funds to Contractor to pay such subcontractors, sub-subcontractors and material suppliers. This obligation shall survive termination of this Contract or final completion of the Project.

7.3 Periodic Payments to Contractor. Owner will remit payment within twenty (20) days after receipt of the Application with all required documentation. Owner may decline to approve any payment, in whole or in part, requested in an Application if Work has not been performed in substantial accordance with the Contract Documents. When any deficient Work has been corrected, payment shall promptly be made to Contractor for amounts withheld because of them. Subject to Section 5.1, Owner shall make payment for the amount of labor and materials delivered and installed in the Project, less any previous payments. If payment is not made within five (5) days after the expiration of the twenty (20) day period, the Contractor may exercise all rights and remedies under this Contract.

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7.4 Conditions for Retail Turnover. “Retail Turnover” is the last date on which both Substantial Completion (as defined herein) is obtained and all of the requirements in Contract Documents are substantially completed and accepted by Owner. At such time as Contractor considers that the Work is Substantially Complete; Owner and Architect shall promptly review the Work. Representatives of the Contractor shall accompany Owner and Architect in making such review. Based upon review and upon the Contractor’s lists, Contractor, Owner and Architect shall compile a list of items to be completed or corrected. Items which require correction or completion and which are minor, non-material aspects of the Work, and which the completion, repair or correction of do not have a material, adverse effect or prevent or unreasonably interfere with Owner’s ability to commence any and all of its pre-opening activities, including by way of example, but not limitation: fixturing; stocking, training employees, and opening for business with the public, shall be defined as “Punch List Work”. Work “in-progress” and/or materials “on order”, which are major or material aspects of the Work shall not be considered Punch List Work; such matters constitute incomplete work. “Substantial Completion” or the date the Work is “Substantially Complete” is the date certified by Owner’s Representative when all of the following are satisfied: (A) the Work is substantially complete in accordance with the Contract Documents that Owner can occupy and utilize the Project pursuant to a temporary certificate of occupancy I an unconditional and final certificate of occupancy, (B) all governmental approvals required by Law have been obtained for each portion of the improvements in the Project, (C) if applicable, all conditions precedent to or required for the release of any and all bonds have been achieved, including the written consent of any surety, and (D) the estimated cost of all Punch List Work does not exceed five percent (5%) of the Contract Sum (the “Maximum Punch List Amount”).

7.5 Final Payment. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by Owner to Contractor when the Work has been completed, and the Contract fully performed, including resolution of all Punch List items. Contractor shall provide to Owner all documents (including, but not limited to, Owner having been furnished and accepted within thirty (30) days following Substantial Completion a set of final As-Built Drawings) and final unconditional lien waivers and supporting documentation, together with any other documentation requested by Owner from Contractor and all subcontractors, suppliers and materialmen for the entire Work and Project if required by the terms of this Contract. Contractor shall submit its request for final payment within ten (10) days after satisfactory completion and final acceptance of the Work by the Owner. Final payment shall be paid no later than 20 days after the closeout package has been received by Owner. If payment is not made within five (5) days after the expiration of the twenty (20) day period, the Contractor may exercise all rights and remedies under this Contract.

7.6 No Waiver by Owner. The making of any payment, including final payment, shall not constitute a waiver of any claims by Owner under the terms of any warranties.

VIII. CHANGE ORDERS. Contractor may be directed in writing by Owner to make changes in the Work. Claims for extra or changed work will be allowed only upon prior written authorization of a change order (“Change Order”) signed by Owner or Owner’s Representative and by Contractor. Changes will be made on an agreed upon lump sum or based upon daily work sheets showing a breakdown of the cost of materials, labor rates and the hours worked, all as approved in writing by Owner or Owner’s Representative which approval shall not be unreasonably withheld or delayed. All Change Orders shall be performed under applicable conditions of the Contract Documents. The Change Order shall not be implemented until the parties agree on the adjustments to Contract Sum and, if applicable, the Contract time. In the event that any additional work is desired by the Owner and it is so indicated in writing, other than that as above described or indicated on the Drawings and Specifications, the cost of same shall be determined either by: (1) itemized estimate and acceptance or (2) on a time and material basis with cost limited to actual cost of labor, materials, insurance and taxes plus 10% for combined overhead and profit on work performed by the Contractor’s own labor. On work performed by subcontractor labor, the Contractor’s percentage markup for combined overhead and profit shall be 5%. A Change Order shall include any necessary extension of time for completion.

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IX. SUBCONTRACTORS. Prior to commencement of the Work, Contractor shall provide to Owner a list of all subcontractors that Contractor will use for the Work. If requested by Owner, Contractor shall furnish copies of any or all material subcontracts bearing the signatures of the parties thereto. Each subcontract shall contain an “assignment of contract” provision, which allows for assignment to Owner of such subcontract, if requested in writing by Owner and upon default hereunder by Contractor not cured within any grace period. All subcontractors shall be experienced and capable of performing all duties delegated to them. To the extent any SWPPP Requirements (including any SWPPP Requirements of Owner, Property Owner or governmental agency or authority) are delivered to Contractor, Contractor shall furnish all subcontractors with such information, including any Best Management Practices, and require each subcontractor to abide by and observe the same.. In the event any lien or other similar document pertaining to a subcontractor’s lien is filed or delivered by a subcontractor pertaining to the Work or Project, Contractor shall within 15 days of such lien, notice of intent or claim of lien, either, at the election of Owner, pay in full all amounts claimed by the subcontractor (provided that the Owner has provided sufficient funds therefor) and secure a full release from such subcontractor of such lien, or, if allowed by statute in the jurisdiction of the Site, obtain a surety bond or other payment security that has the legal effect of staying all rights of the subcontractor to foreclose, obtain a judgment or otherwise execute on such lien and Contractor shall thereafter obtain a full release of such lien reasonably satisfactory to Owner.

X. INSURANCE.

10.1 Contractor’s Insurance. Prior to starting any Work, Contractor, at its expense, shall obtain and maintain in force, on all operations, insurance in accordance with the requirements listed below. The policies of insurance shall be in such form and shall be issued by such company licensed to do business in the State in which the Project is located and reasonably satisfactory to Owner. Certificates of insurance and duly executed endorsements to policies shall be delivered to Owner prior to commencement of the Work.

10.2 Insurance Requirements. The insurance required by Contractor shall be written for not less than the following limits, or greater if required by Law:

(A)

Worker’s Compensation:

	i.	Applicable State Statutory Limit
	ii.	Employer’s Liability: $1,000,000 per Accident

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(B) Commercial General Liability (Including Premises-Operations; Independent Vendor’s Protective; Products and Completed Operation for at least 2 years after final payment; Broad Form Property Damage and Indemnification obligations of Contractor):

	i.	Bodily Injury and Property Damage: $1,000,000 Combined Single Limit (CSL) Each Occurrence; Minimum $2,000,000 Aggregate or Per Project Endorsement
	ii.	Liability Insurance shall include all major divisions of coverage and be on a comprehensive basis.

(C)

Contractual Liability.

Same coverage as (B)i. above; such insurance must cover all claims for contractual obligations of Contractor under the Contract Documents, including Contractor’s obligations for indemnification under Article XI herein.

(D)

Business Auto Liability (including owned, non-owned and hired vehicles):

Bodily Injury and Property Damage: Minimum $2,000,000 Aggregate or Per Project Endorsement

Owner shall be responsible to obtain from an insurance company lawfully authorized to do business in the state where the Project is located, property insurance written on a builder’s risk, “all risks” completed value sufficient to cover the total values of the entire Project on a replacement cost basis.

10.3 Policies. Each policy of commercial general liability insurance must be endorsed to:

(A) Name Owner and the Property Owner as Additional Insureds using Insurance Services Office (“ISO”) Forms (CG 20 10 10 01) and (CG 20 3710 01).

(B) Stipulate that such insurance is primary and is not additional to, or contributing with, any other insurance carried by or for the benefit of any of the Additional Insureds.

(D) Contain cross liability or severability endorsement.

10.4 Subrogation. Notwithstanding anything to the contrary contained herein, neither Owner nor Contractor shall be liable to the other Party or any insurer or other person or entity claiming by or through such Party if any property is damaged or destroyed or there is any bodily injury or death as a result of any peril required to be insured by such Party hereunder or otherwise insured by such party, whether or not the damage, destruction, bodily injury, death or property damage was caused by the negligence of such Party. All policies of insurance shall contain a provision providing: (A) that the insurer waives its right of subrogation against the other Party hereto with respect to the insured damage, destruction, bodily injury, death or property damage amount, and (B) that the waiver by the insurer of its right of subrogation shall not affect the right of the insured to recover under any insurance policies, provided, however, that if such waiver is not available to Contractor, Contractor shall give notice to Owner prior to commencing the Work.

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XI. INDEMNITY.

11.1 Indemnification by Contractor. To the fullest extent permitted by Law, Contractor shall indemnify and hold harmless Owner, Owner’s parent companies and their subsidiaries, Architect, if any, and their agents, employees, officers and attorneys (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities or expenses of any kind (including, without limitation, reasonable legal fees and expenses in connection with any investigative, administrative or judicial proceeding, whether or not designated a party thereto) which may be suffered by, incurred by or threatened against an Indemnified Party on account of, in connection with, or resulting from (A) the performance or nonperformance of the Work; (B) Contractor’s default under this Contract or the Contract Documents which is not cured within any applicable grace period; (C) the act, omission, negligence or willful misconduct of Contractor or anyone employed by Contractor or for whose acts or omissions Contractor is liable; (D) any assertion of claims for mechanics’ or other liens or any security interest for which Contractor is responsible; (E) any injury, illness or death of any employee or subcontractor of Contractor engaged or participating in the performance of the Work; (F) any infringement of any patent, copyright or trade secret in performing the Work; (G) any injury, illness or death or property damage arising from the Work; or (H) any failure of the Work to comply with Laws. The obligations of Contractor under this indemnification shall apply to all matters except those arising solely from the negligence orthe acts or omissions of Owner.

11.2 Defense of Claims. Contractor shall promptly advise Owner in writing of any action, administrative or legal proceeding or investigation as to which Contractor’s indemnification may apply, and Contractor, at Contractor’s expense, provided that the indemnification applies, shall assume on behalf of Owner and conduct with due diligence and in good faith the defense thereof with counsel reasonably satisfactory to Owner; provided, that if the defendants in any such action include both Contractor and Owner and Owner shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to Contractor, Owner shall have the right to select separate counsel to participate in the defense of such action on its own behalf at Contractor’s expense.

XII. COMPLIANCE WITH LAWS AND SAFETY. All Work to be furnished by Contractor must comply with all applicable Laws now in force or hereafter in effect. Without limiting the foregoing, Contractor is responsible for all OSHA compliance. Contractor shall comply in all material respects with all applicable safety Laws established during the progress of the Work.

XIII. WARRANTIES.

13.1 Warranty by Contractor. Contractor represents and warrants that all Work, materials and services furnished pursuant to the Contract are and shall be free from liens, claims, security interests, encumbrance, and defects, in conformity with the Contract Documents and are of merchantable quality and new. Contractor further represents and warrants that all Work shall be substantially in accordance with the requirements of the Contract Documents and applicable Laws. All Work not conforming to the foregoing shall be considered defective. If within one (1) year after the date of Substantial Completion, any Work is found not to be in accordance with the Contract Documents, the Owner shall notify Contractor of any deficiency with specificity prior to the expiration of the one (1) year period, and it shall be corrected by the Contractor after receipt of written notice from the Owner. Contractor shall have no obligation to perform any warranty work should Owner not notify the Contractor of any deficiencies within the one (1) year period. Subject to the one (1) year warranty, neither the final payment nor any provision of the Contract Documents nor partial or entire occupancy of the Project by the Owner shall relieve the Contractor of liability under either any warranties or Contractor’s responsibility for faulty materials or workmanship. Contractor’s warranty described in this Section shall continue for a longer period if specified in the Contract Documents for special warranties. The foregoing specific warranties are in addition to warranties furnished by all manufacturers and suppliers to Contractor which shall be assigned to, and enforced by, Owner. Notwithstanding the foregoing, in no event shall the Contractor be required to correct any deficiencies caused by the misuse, negligence, acts or omissions of Owner, its employees, agents, invitees or contractors.

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13.2 Correction of Work Damaged by Contractor. Subject to the one (1) year warranty, Contractor shall promptly remedy all damage or loss to any person, property, materials or Work caused in whole or in part by Contractor or anyone for whose acts Contractor may be liable, except such portion of any damage or loss solely attributable or arising solely from the negligence or the acts or omissions of Owner.

XIV. PERFORMANCE.

14.1 Contractor Default. In the event of a default by Contractor in the performance of its obligations hereunder which is not cured within fifteen (15) days after written notice from Owner to Contractor, Owner shall be entitled to all rights and remedies specified for such default as set forth below; should the default be incapable of being cured within fifteen (15) days, the cure period shall be extended for such time period as necessary to cure the default provided that the Contractor commences the cure of the default within the fifteen (15) day period. No rights or remedies of Owner shall be in the alternative or exclusive, and all such rights and remedies shall be cumulative with each other and with those available at law or equity or both.

14.2 Correction of Work. The existence of any defective Work or breach of Contractor’s warranty shall be a default subject to the notice and cure period specified in Section 14.1. Contractor shall correct any such Work which is defective or fails to conform to the Contract Documents whether observed before or after Substantial Completion or final completion and whether or not fabricated, installed or completed, and Contractor shall bear all costs of correcting such defective or rejected Work including costs incidental thereto, subject to the one (1) year warranty. Contractor shall remove from the Site all portions of the Work which are defective or nonconforming and which have not been corrected unless removal is waived in writing by Owner.

14.3 Curing By Owner. If Contractor fails to cure the default within the period specified in Section 14.1, Owner may, without further notice to Contractor: (A) take any action Owner deems necessary to make good such deficiencies; (B) order the Work stopped; (C) remove the non- conforming Work at Contractor’s expense; or (D) terminate this Contract. In such case, an appropriate Change Order shall be issued deducting from the payments then or thereafter due Contractor the actual cost of correcting such deficiencies, including materials, equipment or supplies and other services made necessary by such default, neglect or failure. If the payments then or thereafter due Contractor are not sufficient to cover such amount, Contractor shall pay the difference to Owner within ten (10) days of Owner’s written demand. Nothing contained herein shall, however, require Owner to take such action as herein provided or shall waive or release Contractor from any of its obligations.

14.4 Bankruptcy. If Contractor is adjudged a bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or (B) if Contractor refuses or fails to supply enough properly skilled workmen or proper materials, Owner may elect to terminate this Contract.

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14.5 Termination, Should Owner terminate this Contract in accordance with the foregoing provisions, upon such termination, Owner may take possession of the Site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by Contractor and may finish the Work. The provisions of Section 14.5 shall not be modified by the terms of any bond. Upon a termination under this Contract, Owner shall pay Contractor for all Work performed in accordance with the Contract Documents as of the date of termination, to be paid after completion of the Work and subject to the remainder of this Section. If the amount incurred by Owner to finish the Work without using Contractor, plus all reasonable related costs thereto incurred by Owner, (collectively, “Owner’s Costs”) exceed the Contract Sum, Contractor shall pay the difference to Owner within fifteen (15) days after Owner’s written demand.

14.6 Owner Defaults. In the event of a default by Owner under the Contract Documents which is not cured within ten (10) days after written notice from Contractor to Owner, Contractor shall be entitled, in addition to all other rights and remedies, to the following rights. If Owner defaults hereunder or does not pay any payments to Contractor when and as required under the Contract, then Contractor may stop the Work until payment of the amount owing has been received. Owner shall grant a reasonable adjustment to the construction schedule and Contract Sum following Contractor’s stopping the Work pursuant to this Section. If payment is not received by Contractor within fifteen (15) days of such Work stoppage, then Contractor shall have the right to terminate this Contract. If Contractor terminates the Contract, Contractor may recover from Owner the sum of: (A) payment for all Work performed including profit earned and that which would be earned if no default had occurred, for any loss sustained upon any materials, equipment, tools, and construction equipment and machinery (provided that the amount in Subsection (A) shall not exceed the Contract Sum less a reasonable estimate of the cost to complete the Work), minus(B) the portion of the Contract Sum previously paid.

14.7 Owner’s Right to Suspend Work. Owner may, with or without cause and in its sole discretion, order Contractor in writing to suspend, delay or interrupt the Work in whole or in part for a period not to exceed fifteen (15) days. Nothing in this provision shall give Contractor any right to a termination or to an adjustment in Contract Sum, provided that the construction schedule shall be equitably adjusted.

XV DISPUTE RESOLUTION

15.1 Application of Resolution Provisions. The mediation and arbitration provisions of this Contract set forth below shall apply to disputes between Owner and Contractor related to or arising out of this Contract or any Contract Documents.

15.2 Mediation and Arbitration. Any controversy, claim, or dispute of whatever nature arising between the Parties, including any issues of arbitrability (a “Dispute”) shall be resolved by mediation or, failing mediation, by binding arbitration. This agreement to mediate and, if necessary, arbitrate shall continue in full force and effect despite the expiration, rescission, or termination of this Contract.

Either Party may begin the mediation process by giving a written notice to the other Party setting forth the nature of the Dispute. The Parties shall attempt in good faith to resolve the Dispute by mediation within 30 days of receipt of that notice. If the Dispute has not been resolved by mediation as provided above, or if a Party fails to participate in a mediation, then the Dispute shall be resolved by binding arbitration in the City and State where the Site is situated. The arbitration shall be undertaken pursuant to the substantive laws of the State where the Site is situated and the Federal Arbitration Act, and the decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The Parties knowingly and voluntarily waive their rights to have their dispute tried and adjudicated by a judge or jury.

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Any Party may demand arbitration as provided above by sending written notice to the other Party. The arbitration and the selection of the arbitrator(s) shall be conducted in accordance with such rules as may be agreed upon by the parties, or, failing agreement within thirty (30) days after arbitration is demanded, under the Commercial Arbitration Rules of the American Arbitration Association, as such rules may be modified by this Agreement. In any Dispute that involves more than one million dollars in damages, three arbitrators shall be used; the decision of a majority of the arbitrators shall be binding on the Parties. Unless the Parties agree otherwise, they shall be limited in their discovery to directly relevant documents. The arbitrator(s) shall resolve any discovery disputes.

The arbitrator(s) shall have the authority to award actual money damages (with interest on unpaid amounts from the date due), specific performance, and temporary injunctive relief, but the arbitrator(s) shall not have the authority to award exemplary or punitive damages, and the Parties expressly waive any claimed right to receive money damages in excess of its actual compensatory damages. The costs of arbitration, but not the costs and expenses of the parties, shall be shared equally by the Parties. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other Party is entitled to costs, including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the Parties agree to maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the Dispute.

Notwithstanding the above, the Parties recognize that certain business relationships could give rise to the need for one or more of the Parties to seek emergency, provisional, or summary relief to repossess and sell or otherwise dispose of goods and/or fixtures, to prevent the sale or transfer of goods and/or fixtures, or to protect real or personal property from injury, and for injunctive relief. Immediately following the issuance of any such relief, the Parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying Disputes.

The agreement to arbitrate shall continue in full force and effect despite the expiration, rescission or termination of this Contract.

The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon ii in accordance with applicable Law in any court having jurisdiction thereof.

XVI OTHER PROVISIONS.

16.1 Entire Agreement. II is understood and agreed by the parties hereto that this Contract together with the Contract Documents incorporates and constitutes the full, final and complete understanding of the parties hereto. No discussions concerning the drafting hereof or prior drafts of this Contract shall be admissible as evidence of the intent of the parties to this Contract. This Contract may not be modified or altered except by the express written consent of the parties hereto. Both parties participated significantly in the mutual drafting of this Contract, and in the event of any ambiguity in the meaning of any provision, it shall be construed fairly, and neither for nor against either Party as drafter. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. Except as otherwise provided in the Contract, the Contract Documents are intended to be, and shall be read and construed as if they are, complementary, and Work required by any one shall be as binding as if required by all.

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16.2 Assignment It is the intent of Owner to employ the specific skills, talents and abilities of Contractor and its principals for the purpose of effecting the completion of the Project. Contractor shall not assign its interest in the Contract or any Contract Document or transfer any of its obligations under the Contract or any Contract Documents, except that the Contractor shall be entitled to retain subcontractors to perform the Work. It is expressly understood that any voluntary or involuntary filing of bankruptcy or preference, or assignment for the benefit of creditors shall be considered a transfer hereunder and shall also be considered a default under this Contract.

16.3 Notices. All notices shall be deemed to have been duly served if delivered in person to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail, return receipt requested, or by overnight delivery or by email to the following address or at such other address or to such other Party which any Party entitled to receive notice hereunder designates to the others in writing.

	(A)	If intended for Contractor, to:

		555 Hypoluxo Road
		Lantana, FL 33462
		Attn: Joseph Basile
		Email: joe@jfbconstruction.net

	(B)	If intended for Owner, to:

		20283 South State Road 7
		Boca Raton, FL 33498
		Attn: Jamie Zambrana
		Emaijl:amie@rarecre.com

16.4 No Waivers. Nothing herein contained shall be construed to limit: (A) any legal, equitable or administrative rights or remedies (including but not limited to procedures, options or waivers incidental to effecting those rights or remedies) available to the parties hereto under applicable Law for the purpose of enforcing the terms, provisions and conditions of this Contract; or (B) the manner or order in which such remedies are effected; or (C) the election of remedies available to the parties whether under, by virtue of or through this Contract or by virtue of applicable Law. No action or failure to act by Owner or Contractor shall constitute a waiver of a right of duty afforded them under this Contract, nor shall such action or failure to act constitute approval of or acquiescence to a breach hereunder, except as may be specifically agreed in writing.

16.5 Force Maieure. Owner and Contractor shall each be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by a cause or causes beyond such party’s reasonable control which shall include, without limitation, all labor disputes, riots, civil commotion, war, pandemics, war-like operations, acts of terrorism, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, or through acts of God (collectively herein called “Force Majeure”); provided, however, that no act of Force Majeure shall excuse or delay any payments due from Owner to Contractor.

16.6 Severability. In the event any terms or provisions of the Contract Documents are determined by a final decree of a court of competent jurisdiction to be illegal, invalid or unenforceable; the illegality, invalidity or unenforceability of such provisions shall not in any manner affect the force and effect, or the validity of any of the remaining provisions of the Contract Documents.

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16.7 Successors and Assigns. Owner and Contractor respectively bind themselves, their successors, permitted assigns and legal representatives to the other Party hereto -and to successors, assigns and legal representatives of such other Party in respect to covenants, agreements and obligations contained in the Contract Documents. Contractor may not assign the Contract or any of its rights or obligations under the Contract including payments without the advance written consent of Owner, except, however, as identified in this Contract, Contractor may delegate certain elements of the Work to its subcontractors, subject to the provisions of this Contract. If Contractor attempts to make such an assignment without such consent, Contractor shall nevertheless remain legally liable and responsible for all obligations under the Contract. Owner may assign its rights and obligations hereunder to its lender, if any, or to any other person or entity and Contractor agrees to enter into an agreement with such lender, person or entity pursuant to which, at such lender’s, person’s or entity’s request, Contractor will complete the Work upon appropriate provision for payment of the balance of the Contract Sum. Any such entity which shall succeed to the rights of Owner shall be entitled to enforce its rights hereunder and shall also be bound to perform Owner’s obligations hereunder.

16.8 Survival. The provisions of this Contract, which by their nature survive final acceptance of the Work, shall remain in full force and effect after such termination to the extent provided in such provisions.

16.9 Attorneys’ and Other Fees. Should any Party institute any action or proceeding or arbitration to enforce or interpret this Contract or any provision hereof, for damages by reason of any alleged breach of this Contract or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding as determined by the arbitrators shall be entitled to receive from the other Party all attorneys’ and other fees, incurred by the prevailing party in connection with such action or proceeding. If any Party files for protection under, or voluntarily or involuntarily becomes subject to, any chapter of the United States Bankruptcy Code or similar state insolvency Laws, the other Party shall be entitled to any and all attorneys’ and other fees incurred to protect such Party’s interest and other rights under this Contract, whether or not such action results in a discharge. The term “attorney’s and other fees” shall mean and include actual attorneys’ fees (whether by retainer, salary or otherwise), accountants’ fees, expert witness fees, and any and all other similar fees, costs and expenses incurred in connection with the action or proceeding and preparations therefor (which actual fees may be in excess of what a court would determine to be reasonable, had such issue been presented to the court). The term “action or proceeding” shall mean and include actions, proceeds, suits, arbitrations, appeals and other similar proceedings and other non-judicial dispute resolution mechanisms.

16.10 Applicable Law. This Contract shall be governed by and interpreted in accordance with the law of the State in which the Project is located.

16.11 Exhibits. Each exhibit attached to and referred to in this Contract is hereby incorporated by reference as though set forth in full here referred to herein.

16.12 Contractor’s Relationship with Property Owner. Contractor acknowledges that the scope of work performed under this Agreement is for the benefit of Owner. Contractor warrants and represents that it shall not perform any work on behalf of Property Owner at the Site without the written authorization and consent of Owner. Owner agrees to promptly grant said written consent upon receipt of (A) adequate proof that Contractor and Property Owner have entered into their own, separate, written agreement or contract; and (B) a written statement from Contractor acknowledging that all work to be performed by Contractor on behalf of Property Owner shall be performed pursuant to a written agreement between Contractor and Property Owner, that said work and agreement are separate and apart from this Agreement, and that said work shall be performed at the sole direction of Property Owner, independent of Owner.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the Effective Date.

THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE PARTIES.

CONTRACTOR:		OWNER:

JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida corporation		RARE CAPITAL PARTNERS LLC, a Florida limited liability company

By:	/s/ Joseph Basile	By:	/s/ Jamie Zambrana
Name:	Joseph Basile	Name:	Jamie Zambrana
Title:	President	Title:	Manager

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EXHIBIT B-1

Partial or Conditional Lien Waiver Form

STATE OF _______________	)
COUNTY OF ______________	)SS.
	)

PARTIAL WAIVER OF MECHANICS’ OR SUBCONTRACTORS’ OR MATERIALMANS’ LIEN

Owner:

Claimant: ________________________ (insert name of contractor}

Project: __________________________________________ (insert property address)

1. Contract: On (date of construction contract), I, _________________________________________________________

(name of contractor), entered into an agreement with________________________________________ (name of other party to contract; e.g. owner, original contractor, sub-contractor, etc.) to furnish labor and/or materials (which materials may include specially fabricated or manufactured materials) for the construction, improvement, or repair of a building on property at the above-referenced address, which property is more particularly described on the attached Exhibit A

2. Conditional Waiver - Current Payment Application: Upon receipt of$ __________[NOTE: ENTER AMOUNT OF CURRENT PAYMENT] and other good and valuable consideration, Claimant hereby waives and releases any mechanic’s or materialman’s lien, or claim or right of such lien, on the described premises and on improvements now or hereafter located thereon and which now exist or might otherwise arise because of the labor or materials furnished (including specially manufactured or fabricated materials) or to be furnished by the undersigned pursuant to the agreement described above.

3. Unconditional Waiver - Prior Payment Application(s): Claimant acknowledges receipt of$ [NOTE: ENTER TOTAL OF ALL PREVIOUS PAYMENTS] and other good and valuable consideration, as a previous progress payment(s) for labor or materials furnished (including specially manufactured or fabricated materials) through ___________[NOTE: ENTER DATE OF LAST CONDITIONAL WAIVER] by the undersigned pursuant to the agreement described above. Claimant hereby waives and releases any mechanic’s or materialman’s lien, or claim or right of such lien, on the described premises and on improvements now or hereafter located thereon and which now exist or might otherwise arise because of the labor or materials furnished (including specially manufactured or fabricated materials) by the undersigned pursuant to the agreement described through ______________{NOTE: ENTER DATE OF LAST CONDITIONAL WAIVER].

4. Exception: This waiver and release does not cover retention held, labor, materials, equipment or other services furnished after ______________________________________ (insert date).

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I have executed this waiver voluntarily and with full knowledge of my rights under the laws of the jurisdiction where the Project is located.

Executed on

	By:
	Name:
	Title:

Subscribed and sworn to before me this _____ day of _____________ 20_.


My Commission Expires:	Notary Public

Page 17 of 18

EXHIBIT B-2

Final and Unconditional Lien Waiver Form

STATE OF _______________	)
COUNTY OF ______________	)SS.
	)

FINAL UNCONDITIONAL LIEN WAIVER

Owner:

Claimant: ________________________ (insert name of contractor)

Project: __________________________________________ (insert property address)

(hereinafter “Claimant”) has been employed or contracted to furnish labor and/or materials for the real property and improvements at the above-referenced address as more fully described on the attached Exhibit A (hereinafter referred to as the “Property”).

In consideration of$ and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Claimant hereby FINALLY, UNCONDITIONALLY, AND COMPLETELY WAIVES AND RELEASES any and all mechanic’s or other liens or claims or rights to liens on the Property, or any other claims for the labor and/or materials furnished (including any and all specially manufactured materials) for the for, to, or for the benefit of, the Property, at any time - past, present, or future. This waiver includes all lien rights Claimant may have, if any, for or related to retainage. Claimant acknowledges and agrees that the Owner or the Owner’s agent has relied, and has a right to rely, on this Final Lien Waiver in disbursing funds, and that the Owner has materially altered its position in reliance on this Final Lien Waiver in disbursing funds. This Lien Waiver is FINAL upon the Claimant’s signature below. By signing this FINAL LIEN WAIVER, Claimant ackmiwledges and agrees that it shall not file any claim, or file a lien, notice of intent to file a lien, or file a petition to enforce a lien or other claim against the Owner or the Property for any work Claimant performed or shall perform on this Project - past, present, or future. If Claimant does so in violation of this provision, Claimant shall pay all damages incurred by the Owner of the Property, including the Owner’s attorney fees, costs, and expenses, regardless of who prevails in the claim or litigation.

Executed on

	By:
	Name:
	Title:

Subscribed and sworn to before me this _____ day of _____________ 20_.


My Commission Expires:	Notary Public

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Exhibit 10.9

July 17, 2024

PERSONAL AND CONFIDENTIAL

JFB Construction Holdings

1300 5. Dixie Highway, Suite B

Lantana, FL 33462

Attn: Joe Basile - Chief Executive

Officer Dear Mr. Basile,

This service agreement (“Agreement”) confirms the terms and conditions of the engagement of Chartered Services (“CS”) by JFB Construction Holdings, a Nevada Corporation (the “Company”) to render certain professional services to the Company.

1. Services. CS agrees to perform the following services to the Company during the Term (as defined below):

(a) Assist the Company with services related to its planned initial public offering (“IPO”), including preparation comment responses to the Securities and Exchange Commission (“SEC”) and NASDAQ, as requested;

(b) Assist the Company to setup the Company’s nomination system for all directors and aid in identifying qualified candidates for directors of the company, as requested;

(c) Review and ad vise the Company on all documents and accounting system s relating to its finances and transactions, with the purpose of bringing such documents and systems into compliance with United States GAAP or disclosures required by SEC, as requested;

(d) Provide necessary consulting service s and support as a liaison for the Company to third party service providers, including coordination amongst the Company and their related attorneys, CPAs and the transfer agent, as requested; and

(e) Provide business development services, as requested.

2. Fees.

(a) The Company agrees to pay CS for its services professional service fees (the “Service Fee” or “Securities”) consisting of 360,000 shares of the Company’s Class A Common Stock. Such shares shall be issued within 5 business days of the Effective Date of this Agreement. Further, the Company shall issue additional shares of the Company’s Class A Common Stock for CS in order for CS to maintain its four and half percent (4.5%) ownership of the Company based on the Company’s fully diluted equity of the Company as of the date immediately prior to listing on NASDAQ or any other public exchange (the “True-Up”). However, the calculation of the fully diluted equity for the True -Up shall exclude any shares reserved under the Company equity incentive plan and any outstanding warrants issued by the Company. The True-Up shares shall be within 30 days of the Company listing on NASDAQ or any other public exchange. All Securities shall be deemed fully earned and non-assessable on the date of issuance.

(b) In addition to any fees that may be payable to CS under this Agreement, the Company agrees to reimburse CS, upon request made from time to time, for its reasonable out of pocket expenses incurred in connection with CS’s activities under this Agreement, including the reasonable fees and travel expenses for meetings on behalf of the Company. All such fees, expenses and costs will be pre-approved by the Company in writing, and are payable by the Company when invoiced. Upon expiration of this Agreement any unreimbursed fees and expenses will be immediately due and payable.

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3. Term. The term of this Agreement shall commence on signing of this Agreement and CS shall perform services as described above for a period of twelve (12) months (the Term). This Agreement may be renewed upon mutual writ ten agreement of the parties hereto. This agreement may be terminated by the Company prior to its expiration or services being rendered with 45 days prior written notice to CS.

Any obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2 (payment of fees), 4 (indemnification), 5 (matters relating to engagement), 7 (governing law); 8 (attorney fees) and 11 (miscellaneous) hereof, shall survive the termination or expiration of this Agreement. As stated in the foregoing sentence. the parties specifically agree that in the event the Company terminates this Agreement prior to expiration of the Term, the full Service Fee shall become immediately due and payable.

4. Indemnification. In addition to the payment of fees and reimbursement of fees and expenses provided for above. the Company agrees to indemnify CS and its affiliates with regard to the matters contemplated herein. as set forth in Exhibit A, attached hereto, which is incorporated by reference as if fully set forth herein.

5. Matters Relating to Engagement. The Company acknowledges that CS has been retained solely to provide the services set forth in this Agreement.

(a) In rendering such services. CS shall act as an independent contractor. Accordingly, CS and Company each acknowledge and agree that CS will not be treated as an employee for purposes of any applicable law covering the employer-employee relationship. Consultant further acknowledges that he is responsible for his own taxation affairs and for the payment of any taxation due in respect of the payment to the Consultant in connection with the provision of Services by the Consultant under this Agreement; and that CS understands his responsibilities with respect to the payment of these taxes. CS agrees to indemnify the Company against all losses. costs. demands. damages. expenses and claims howsoever incurred by the Company in relation to the taxation treatment of the payments made under this Agreement or as a result of the breach by the Consultant of any of the terms of this Agreement.

(b) The Company acknowledges that any duties of CS arising out of its engagement hereunder shall be owed solely to the Company. The Company further acknowledges that CS may perform certain of the services described herein through one or more of its affiliates.

(c) The Company acknowledges that CS is a consulting firm that is engaged in providing consulting services. The Company acknowledges and agrees that in connection with the performance of CS’s services hereunder (or any other services) that neither CS nor any of its employees will be providing the Company with legal, tax or accounting advice or guidance (and no advice or guidance provided by CS or its employees to the Company should be construed as such). Further. neither CS nor its employees hold itself or themselves out to be advisors as to legal, tax, accounting or regulatory matters in any jurisdiction. CS may retain attorneys and accountants that are for CS’s benefit, and CS may recommend a particular law firm or accounting firm to be engaged by the Company and may pay the legal expenses or accounting expenses associated with that referral on behalf of the Company, after full disclosure to the Company and the Company’s consent that CS make such payment on its behalf. However, CS makes no recommendation as to the outcome of such referrals. The Company shall consult with its own legal. tax, accounting and other advisors concerning all matters and advice rendered by CS to the Company, and the Company shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the advice and guidance given by CS to the Company. Neither CS nor its employees shall have any responsibility or liability whatsoever to the Company or its affiliates with respect thereto.

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(d) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, CS will be using and relying on data. material and other information furnished by the Company, a third party provider, or their respective employees and representatives (the “Information”). The Company will cooperate with CS and will furnish CS with all Information concerning the Company and any financial information or organizational or transactional information which CS deems appropriate, and the Company will provide CS with access to the Company’s officers, directors, employees, independent accountants and legal counsel for the purpose of performing CS’s obligations pursuant to this Agreement.

(e) The Company hereby agrees and represents that all Information furnished to CS pursuant to this Agreement shall be accurate and complete in all material respects at the time provided, and that, if the Information becomes materially inaccurate. incomplete or misleading during the term of CS’s engagement hereunder, the Company shall promptly advise CS in writing. Accordingly, CS assumes no responsibility for the accuracy and completeness of the Information. In rendering its services, CS will be using and relying upon the Information without independent verification evaluation thereof.

6. Representations and Warranties by CS. CS, by its acceptance of the Securities, represents and warrants to Company as follows:

(a) CS is acquiring the Securities with the intent to hold as an investment and not with a view of distribution.

(b) CS is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Securities for its own account, for investment, and not with a view to, or for sale in connection with, the distribution thereof or of any interest therein. CS has adequate net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment in the Securities, and has no need for liquidity in such investment. CS, itself or through its officers, employees or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Securities, and CS, either alone or through its officers, employees or agents, has evaluated the merits and risks of the investment in the Securities.

(c) CS acknowledges and agrees that it is acquiring the Securities hereunder based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company.

(d) CS has no contract, arrangement or understanding with any broker, finder, investment bank, financial intermediary or similar agent with respect to any of the transactions contemplated by this Agreement.

(e) CS acknowledges and agrees that the value of the Securities, at any given time, could be less than the value of the Service Fee had CS elected to receive payments in cash, and CS accepts the investment risk associated therewith.

7. Governing Law and Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws’ provisions. All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall only be heard in any competent court residing in Broward County Florida. Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the CS shall only be brought in such courts.

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8. Attorney Fees. In the event that any action is taken to enforce this Agreement or to collect any amounts due under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses, including, but not limited to, reasonable attorneys’ fees, court costs, and any other expenses incurred in connection with such enforcement or collection efforts.

9. No Brokers. Each party represents and warrants to the other that it has not engaged or dealt with any broker, finder, or intermediary in connection with the negotiation, execution, or delivery of this Agreement. Each party agrees to indemnify, defend, and hold the other party harmless from and against any and all claims, liabilities, costs, or expenses (including reasonable attorneys’ fees) incurred as a result of any claim for brokerage or finder’s fees or commissions made by any third party based on any action or statement of the indemnifying party.

10. Authorization. The Company and CS represent and warrant that each has all requisite power and authority, and all necessary authorizations, to enter into and carry out the terms and provisions of this Agreement and the execution, delivery, and performance of this Agreement does not breach or conflict with any agreement, document, or instrument (including contracts, wills, agreements, records, and wire receipts, etc.) to which it is a party or bound.

11. Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement between the Company and CS with respect to the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendments or modifications must be executed in writing by both parties.

(b) Successors and Assigns. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of each party’s successors but may not be assigned without the prior written approval of the other party.

(c) Severability. If any pro vision of this Agreement shall be held or made invalid by a statute, rule, regulation. decision of a tribunal or otherwise. the remainder of this Agreement shall not be affected thereby and. to this extent, the provisions of this Agreement shall be deemed to be sever able.

(d) Counterparts. This Agreement may be executed in any number of counterparts. each of which shall be deemed to be an origin al. but such counterparts shall, together, constitute only one instrument.

(e) Headings. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

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Please confirm that the foregoing correctly sets forth our agreement by signing below in the space provided and returning this Agreement to CS for execution. which shall constitute a binding agreement as of the date first above written.

Chartered Services		JFB Construction Holdings

By:	*/s/ Anayelis Dominguez*	By:	*/s/ Joe Basile*
Name:	Anayelis Dominguez	Name:	Joe Basile
Title:	Manager	Title:	CEO

AGREED TO AND ACCEPTED DATE: July 17, 2024		AGREED TO AND ACCEPTED DATE: July 17, 2024

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EXHIBIT A:

INDEMNIFICATION

The Company agrees to indemnify CS, its employees, directors, officers, agents, affiliates, and each person, if any, who controls it within the meaning of either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the Securities Act of 1933 (each such person, including CS, is referred to as “Indemnified Party”) from and against any losses, claims, damages, and liabilities, joint or several (including all legal or other expenses reasonably incurred by an Indemnified Party in connection with the preparation for or defense of any threatened or pending claim, action or proceeding, whether or not resulting in any liability) (“Damages”), to which such Indemnified Party, in connection with providing its services or arising out of its engagement hereunder, may become subject under any applicable Federal or state law or otherwise, including but not limited to liability or loss (i) caused by or arising out of an untrue statement or an alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary in order to make a statement not misleading in light of the circumstances under which it was made, (ii) caused by or arising out of any act or failure to act, or (iii) arising out of CS’s engagement or the rendering by any Indemnified Party of its services under this Agreement; provided, however, that the Company will not be liable to the Indemnified Party hereunder to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.

These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party.

If for any reason, other than a final non-appealable judgment finding an Indemnified Party liable for Damages for its gross negligence or willful misconduct, the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Company shall contribute to the amount paid or payable by an Indemnified Party as a result of such Damages in such proportion as is appropriate to reflect not only the relative benefits received by the Company and its shareholders on the one hand and the Indemnified Party on the other, but also the relative fault of the Company and the Indemnified Party as well as any relevant equitable considerations.

Promptly after receipt by the Indemnified Party of notice of any claim or of the commencement of any action in respect of which indemnity may be sought, the Indemnified Party will notify the Company in writing of the receipt or commencement thereof and the Company shall have the right to assume the defense of such claim or action (including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and expenses of such counsel), provided that the Indemnified Party shall have the right to control its defense if, in the opinion of its counsel, the Indemnified Party’s defense is unique or separate to it as the case may be, as opposed to a defense pertaining to the Company. In any event, the Indemnified Party shall have the right to retain counsel reasonably satisfactory to the Company, at the Company’s sole expense, to represent it in any claim or action in respect of which indemnity may be sought and agrees to cooperate with the Company and the Company’s counsel in the defense of such claim or action. In the event that the Company does not promptly assume the defense of a claim or action, the Indemnified Party shall have the right to employ counsel to defend such claim or action. Any obligation pursuant to this Annex shall survive the termination or expiration of the Agreement.

*******

JFB Construction corp.

By:	*/s/ Joe Basile*
a :	Joe Basile
Title:	Chief Executive Officer

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Exhibit 10.10

CONSTRUCTION CONTRACT

(STANDARD FORM)

DATE:
NAME OF PROJECT:
CONTRACT AMOUNT:

OWNER:		OWNER, a Florida limited liability company

OWNER’S REPRESENTATIVE:
	Telephone No.:

	Email Address:

OWNER’S ADDRESS:
	FAX No.:

PROJECT:

SITE:	Full Address:
	County:

CONTRACTOR:		JFB Construction, Inc.
		A Florida Corporation
		(STATE) (corporation, limited liability company, sole proprietorship, general partnership, etc.)

CONTRACTOR’S REPRESENTATIVE:
	Telephone No.:
	Email Address:

CONTRACTOR’S LICENSE NO.:

CONTRACTOR’S ADDRESS:		1300 S. Dixie Hwy, Latana, FL 33462

ARCHITECT / ENGINEER:

ARCHITECT / ENGINEER ADDRESS:

	Attention:
	Email address.:

CONSTRUCTION CONTRACT

(STANDARD FORM)

This Construction Contract (this “Contract”) is made this _____ day of March 2024 (the “Effective Date”) by and between _____________, a _________ limited liability company (“Owner”) and JFB Construction, Inc., a Florida corporation (“Contractor”). Each of Owner and Contractor is a “Party” and collectively, the “Parties.” Notwithstanding the designation of parties hereof, Contractor acknowledges the Site may be owned by a third party, as landlord of Owner (“Property Owner”).

III. WORK.

IV. CONTRACT TIME.

4.1 Commencement Date and Completion. The Work to be performed under this Contract shall be commenced on or before the ______ day after the applicable Building Permit for the Work has been issued (the “Commencement Date”), the actual date to be confirmed by the notice to proceed from Owner to Contractor. Contractor shall perform the Work at a rate of progress to achieve Substantial Completion on or about __________, 20__.

V. CONTRACT SUM.

5.1 Contract Sum. Owner agrees to pay Contractor for completion of its Work the following sum: _________ ($______) (the “Contract Sum”), subject only to additions and deductions by Change Order as specifically provided in this Contract or the other Contract Documents. As used herein, the term “Cost of Construction” shall mean the actual cost to construct and complete the Work, as may be modified by Change Orders including, without limitation, materials, supplies, labor costs, tools, equipment, management and supervision costs, fees, transportation, and facilities furnished, used or consumed, Contractor’s overhead and profit, permit costs and fees, inspection fees, tap and use fees, legal, accounting, insurance and subcontractor costs.

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VI. CONTRACTOR’S DUTIES.

6.3 Authorization. Contractor represents and warrants that (A) its execution of this Contract and its performance is within its duly authorized powers; (B) it is authorized to do business in the State in which the Project is located; and (C) it is properly licensed by all necessary authorities.

6.6 Work. Contractor shall perform the Work in accordance with the Construction Plans and the Contract Documents. Contractor shall coordinate all portions of the Work under the Contract, including any coordination required with utility companies for new (non-preexisting) services brought to Site and other contractors performing work at the Project.

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VII. PAYMENT.

7.1 Payment Applications. Contractor shall submit monthly applications to Owner showing all costs incurred by Contractor on account of the Work performed to date. Each such application for payment (“Application”) shall identify the percentage of Work completed during the application period and shall identify each subcontractor that performed any portion of the Work for which payment is requested in such Application and shall be certified by Contractor. The following documentation shall be submitted by Contractor with each Application: (A) Contractor’s executed waiver of lien for the portion of the Work in the current Application, contingent only upon receipt of payment for the amount requested in the current Application, in the form attached hereto as Exhibit B-1; (B) Contractor’s unconditional waiver of lien in the form attached hereto as Exhibit B-2 for the amount requested in the previous Application and paid by Owner; (C) unconditional lien waivers from all subcontractors, suppliers and materialmen in the form attached hereto as Exhibit B-2 for all amounts requested from the preceding Application; (D) executed waivers of lien from all subcontractors, suppliers and materialmen for the portion of the Work in the current Application, contingent only upon receipt of payment for the amount requested in the current Application, in the form attached hereto as Exhibit B-1 and (E) such additional documentation reasonably requested by Owner.

7.2 Release of Liens. Contractor shall satisfy and cause to be released all liens, recorded notices, claims for nonpayment or lis pendens filed of record by its subcontractors, sub-subcontractors and material suppliers of any tier provided that the Owner shall have disbursed funds to Contractor to pay such subcontractors, sub-subcontractors and material suppliers. This obligation shall survive termination of this Contract or final completion of the Project.

7.3 Periodic Payments to Contractor. Owner will remit payment within ten (10) days after receipt of the Application with all required documentation. Owner may decline to approve any payment, in whole or in part, requested in an Application if Work has not been performed in substantial accordance with the Contract Documents. When any deficient Work has been corrected, payment shall promptly be made to Contractor for amounts withheld because of them. Subject to Section 5.1, Owner shall make payment for the amount of labor and materials delivered and installed in the Project, less any previous payments. If payment is not made within five (5) days after the expiration of the ten (10) day period, the Contractor may exercise all rights and remedies under this Contract.

7.4 Conditions for Retail Turnover. “Retail Turnover” is the last date on which both Substantial Completion (as defined herein) is obtained and all of the requirements in Contract Documents are substantially completed and accepted by Owner. At such time as Contractor considers that theWork is Substantially Complete; Owner and Architect shall promptly review the Work. Representatives of the Contractor shall accompany Owner and Architect in making such review. Based upon review and upon the Contractor’s lists, Contractor, Owner and Architect shall compile a list of items to be completed or corrected. Items which require correction or completion and which are minor, non-material aspects of the Work, and which the completion, repair or correction of do not have a material, adverse effect or prevent or unreasonably interfere with Owner’s ability to commence any and all of its pre-opening activities, including by way of example, but not limitation: fixturing; stocking, training employees, and opening for business with the public, shall be defined as “Punch List Work”. Work “in-progress” and/or materials “on order”, which are major or material aspects of the Work shall not be considered Punch List Work; such matters constitute incomplete work. “Substantial Completion” or the date the Work is “Substantially Complete” is the date certified by Owner’s Representative when all of the following are satisfied: (A) the Work is substantially complete in accordance with the Contract Documents that Owner can occupy and utilize the Project pursuant to a temporary certificate of occupancy / an unconditional and final certificate of occupancy, (B) all governmental approvals required by Law have been obtained for each portion of the improvements in the Project, (C) if applicable, all conditions precedent to or required for the release of any and all bonds have been achieved, including the written consent of any surety, and (D) the estimated cost of all Punch List Work does not exceed five percent (5%) of the Contract Sum (the “Maximum Punch List Amount”).

7.5 Final Payment. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by Owner to Contractor when the Work has been completed, and the Contract fully performed, including resolution of all Punch List items. Contractor shall provide to Owner all final unconditional lien waivers and supporting documentation, together with any other documentation requested by Owner from Contractor and all subcontractors, suppliers and materialmen for the entire Work and Project if required by the terms of this Contract. Contractor shall submit its request for final payment within ten (10) days after satisfactory completion and final acceptance of the Work by the Owner. Final payment shall be paid no later than 10 days after closeout documents have been received by Owner. If payment is not made within five (5) days after the expiration of the twenty (20) day period, the Contractor may exercise all rights and remedies under this Contract.

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7.6 No Waiver by Owner. The making of any payment, including final payment, shall not constitute a waiver of any claims by Owner under the terms of any warranties.

VIII. CHANGE ORDERS. Contractor may be directed in writing by Owner to make changes in the Work. Claims for extra or changed work will be allowed only upon prior written authorization of a change order (“Change Order”) signed by Owner or Owner’s Representative and by Contractor. Changes will be made on an agreed upon lump sum or based upon daily work sheets showing a breakdown of the cost of materials, labor rates and the hours worked, all as approved in writing by Owner or Owner’s Representative which approval shall not be unreasonably withheld or delayed. All Change Orders shall be performed under applicable conditions of the Contract Documents. The Change Order shall not be implemented until the parties agree on the adjustments to Contract Sum and, if applicable, the Contract time. In the event that any additional work is desired by the Owner and it is so indicated in writing, other than that as above described or indicated on the Drawings and Specifications, the cost of same shall be determined either by: (1) itemized estimate and acceptance or (2) on a time and material basis with cost limited to actual cost of labor, materials, insurance and taxes plus 10% for combined overhead and profit on work performed by the Contractor’s own labor. On work performed by subcontractor labor, the Contractor’s percentage markup for combined overhead and profit shall be 10%. A Change Order shall include any necessary extension of time for completion.

IX. INSURANCE.

10.2 Insurance Requirements. The insurance required by Contractor shall be written for not less than the following limits, or greater if required by Law:

(A) Worker’s Compensation:

	i.	Applicable State Statutory Limit
	ii.	Employer’s Liability: $1,000,000 per Accident

	i.	Bodily Injury and Property Damage: $1,000,000 Combined Single Limit (CSL) Each Occurrence; Minimum $2,000,000 Aggregate or Per Project Endorsement
	ii.	Liability Insurance shall include all major divisions of coverage and be on a comprehensive basis.

Same coverage as (B)i. above; such insurance must cover all claims for contractual obligations of Contractor under the Contract Documents, including Contractor’s obligations for indemnification under Article XI herein.

(D) Business Auto Liability (including owned, non-owned and hired vehicles):

Bodily Injury and Property Damage: Minimum $2,000,000 Aggregate or Per Project Endorsement

Owner shall be responsible to obtain from an insurance company lawfully authorized to do business in the state where the Project is located, property insurance written on a builder’s risk, “all risks” completed value sufficient to cover the total values of the entire Project on a replacement cost basis.

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10.3 Policies. Each policy of commercial general liability insurance must be endorsed to:

(A) Name Owner and the Property Owner as Additional Insureds using Insurance Services Office (“ISO”) Forms (CG 20 10 10 01) and (CG 20 37 10 01).

(B) Stipulate that such insurance is primary and is not additional to, or contributing with, any other insurance carried by or for the benefit of any of the Additional Insureds.

(D) Contain cross liability or severability endorsement.

X. INDEMNITY.

XI. COMPLIANCE WITH LAWS AND SAFETY. All Work to be furnished by Contractor must comply with all applicable Laws now in force or hereafter in effect. Without limiting the foregoing, Contractor is responsible for all OSHA compliance. Contractor shall comply in all material respects with all applicable safety Laws established during the progress of the Work.

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XII. WARRANTIES.

XIII. PERFORMANCE.

14.1 Contractor Default. In the event of a default by Contractor in the performance of its obligations hereunder which is not cured within twenty (20) days after written notice from Owner to Contractor, Owner shall be entitled to all rights and remedies specified for such default as set forth below; should the default be incapable of being cured within twenty (20) days, the cure period shall be extended for such time period as necessary to cure the default provided that the Contractor commences the cure of the default within the twenty (20) day period. No rights or remedies of Owner shall be in the alternative or exclusive, and all such rights and remedies shall be cumulative with each other and with those available at law or equity or both.

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14.6 Owner Defaults. In the event of a default by Owner under the Contract Documents which is not cured within ten (10) days after written notice from Contractor to Owner, Contractor shall be entitled, in addition to all other rights and remedies, to the following rights. If Owner defaults hereunder or does not pay any payments to Contractor when and as required under the Contract, then Contractor may stop the Work until payment of the amount owing has been received. Owner shall grant a reasonable adjustment to the Construction Schedule and Contract Sum following Contractor’s stopping the Work pursuant to this Section. If payment is not received by Contractor within fifteen (15) days of such Work stoppage, then Contractor shall have the right to terminate this Contract. If Contractor terminates the Contract, Contractor may recover from Owner the sum of: (A) payment for all Work performed including profit earned and that which would be earned if no default had occurred, for any loss sustained upon any materials, equipment, tools, and construction equipment and machinery (provided that the amount in Subsection (A) shall not exceed the Contract Sum less a reasonable estimate of the cost to complete the Work), minus(B) the portion of the Contract Sum previously paid.

XV DISPUTE RESOLUTION

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The agreement to arbitrate shall continue in full force and effect despite the expiration, rescission or termination of this Contract.

The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable Law in any court having jurisdiction thereof.

XVI OTHER PROVISIONS.

16.1 Entire Agreement. It is understood and agreed by the parties hereto that this Contract together with the Contract Documents incorporates and constitutes the full, final and complete understanding of the parties hereto. No discussions concerning the drafting hereof or prior drafts of this Contract shall be admissible as evidence of the intent of the parties to this Contract. This Contract may not be modified or altered except by the express written consent of the parties hereto. Both parties participated significantly in the mutual drafting of this Contract, and in the event of any ambiguity in the meaning of any provision, it shall be construed fairly, and neither for nor against either Party as drafter. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. Except as otherwise provided in the Contract, the Contract Documents are intended to be, and shall be read and construed as if they are, complementary, and Work required by any one shall be as binding as if required by all.

16.2 Assignment. It is the intent of Owner to employ the specific skills, talents and abilities of Contractor and its principals for the purpose of effecting the completion of the Project. Contractor shall not assign its interest in the Contract or any Contract Document or transfer any of its obligations under the Contract or any Contract Documents, except that the Contractor shall be entitled to retain subcontractors to perform the Work. It is expressly understood that any voluntary or involuntary filing of bankruptcy or preference, or assignment for the benefit of creditors shall be considered a transfer hereunder and shall also be considered a default under this Contract.

(A)

If intended for Contractor, to:

1300 S. Dixie Hwy

Lantana, FL 33462

Attn:

Email:

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(B)

If intended for Owner, to:

_______________________

Attn: __________________

Email: _________________

16.5 Force Majeure. Owner and Contractor shall each be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by a cause or causes beyond such party’s reasonable control which shall include, without limitation, all labor disputes, riots, civil commotion, war, pandemics, war-like operations, acts of terrorism, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, or through acts of God (collectively herein called “Force Majeure”); provided, however, that no act of Force Majeure shall excuse or delay any payments due from Owner to Contractor.

16.7 Successors and Assigns. Owner and Contractor respectively bind themselves, their successors, permitted assigns and legal representatives to the other Party hereto and to successors, assigns and legal representatives of such other Party in respect to covenants, agreements and obligations contained in the Contract Documents. Contractor may not assign the Contract or any of its rights or obligations under the Contract including payments without the advance written consent of Owner, except, however, as identified in this Contract, Contractor may delegate certain elements of the Work to its subcontractors, subject to the provisions of this Contract. If Contractor attempts to make such an assignment without such consent, Contractor shall nevertheless remain legally liable and responsible for all obligations under the Contract. Owner may assign its rights and obligations hereunder to its lender, if any, or to any other person or entity and Contractor agrees to enter into an agreement with such lender, person or entity pursuant to which, at such lender’s, person’s or entity’s request, Contractor will complete the Work upon appropriate provision for payment of the balance of the Contract Sum. Any such entity which shall succeed to the rights of Owner shall be entitled to enforce its rights hereunder and shall also be bound to perform Owner’s obligations hereunder.

16.10 Applicable Law. This Contract shall be governed by and interpreted in accordance with the law of the State in which the Project is located.

16.11 Exhibits. Each exhibit attached to and referred to in this Contract is hereby incorporated by reference as though set forth in full here referred to herein.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the Effective Date.

THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE PARTIES.

CONTRACTOR:			OWNER:

JFB Construction, Inc., a Florida corporation			OWNER, a Florida limited liability company

By:			By:

Name:			Name:

Title:			Title:

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EXHIBIT A

List of Construction Plans

Project Name:		EXHIBIT A
	Page 13 of 16

EXHIBIT B-1

Partial or Conditional Lien Waiver Form

STATE OF ____________________ )

) SS.

COUNTY OF ____________________ )

PARTIAL WAIVER OF MECHANICS’ OR

SUBCONTRACTORS’ OR MATERIALMANS’ LIEN

Owner:
Claimant:	_________________ (insert name of contractor)
Project:	_______________________________ (insert property address)

1. Contract: On __________ (date of construction contract), I, _______________________________ (name of contractor), entered into an agreement with __________________________________ (name of other party to contract; e.g. owner, original contractor, sub-contractor, etc.) to furnish labor and/or materials (which materials may include specially fabricated or manufactured materials) for the construction, improvement, or repair of a building on property at the above-referenced address, which property is more particularly described on the attached Exhibit A.

2. Conditional Waiver – Current Payment Application: Upon receipt of $_______________ [NOTE: ENTER AMOUNT OF CURRENT PAYMENT] and other good and valuable consideration, Claimant hereby waives and releases any mechanic’s or materialman’s lien, or claim or right of such lien, on the described premises and on improvements now or hereafter located thereon and which now exist or might otherwise arise because of the labor or materials furnished (including specially manufactured or fabricated materials) or to be furnished by the undersigned pursuant to the agreement described above.

3. Unconditional Waiver – Prior Payment Application(s): Claimant acknowledges receipt of $_____________ [NOTE: ENTER TOTAL OF ALL PREVIOUS PAYMENTS] and other good and valuable consideration, as a previous progress payment(s) for labor or materials furnished (including specially manufactured or fabricated materials) through _______________________________ [NOTE: ENTER DATE OF LAST CONDITIONAL WAIVER] by the undersigned pursuant to the agreement described above. Claimant hereby waives and releases any mechanic’s or materialman’s lien, or claim or right of such lien, on the described premises and on improvements now or hereafter located thereon and which now exist or might otherwise arise because of the labor or materials furnished (including specially manufactured or fabricated materials) by the undersigned pursuant to the agreement described through ________________________________________ [NOTE: ENTER DATE OF LAST CONDITIONAL WAIVER].

4. Exception: This waiver and release does not cover retention held, labor, materials, equipment or other services furnished after _______________________________________(insert date).

		EXHIBIT B-1
	Page 14 of 16

I have executed this waiver voluntarily and with full knowledge of my rights under the laws of the jurisdiction where the Project is located.

Executed on _________________.


		By:
		Name:
		Title:

Subscribed and sworn to before me this _____ day of _____________________, 20 _.


	Notary Public
My Commission Expires:

		EXHIBIT B-1
	Page 15 of 16

EXHIBIT B-2

Final and Unconditional Lien Waiver Form

STATE OF ____________________ )

) SS.

COUNTY OF ____________________ )

FINAL UNCONDITIONAL LIEN WAIVER

Owner:
Claimant:	_________________ (insert name of contractor)
Project:	_______________________________ (insert property address)

_______________________________ (hereinafter “Claimant”) has been employed or contracted to furnish labor and/or materials for the real property and improvements at the above-referenced address as more fully described on the attached Exhibit A (hereinafter referred to as the “Property”).

In consideration of $__________________________ and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Claimant hereby FINALLY, UNCONDITIONALLY, AND COMPLETELY WAIVES AND RELEASES any and all mechanic’s or other liens or claims or rights to liens on the Property, or any other claims for the labor and/or materials furnished (including any and all specially manufactured materials) for the for, to, or for the benefit of, the Property, at any time – past, present, or future. This waiver includes all lien rights Claimant may have, if any, for or related to retainage. Claimant acknowledges and agrees that the Owner or the Owner’s agent has relied, and has a right to rely, on this Final Lien Waiver in disbursing funds, and that the Owner has materially altered its position in reliance on this Final Lien Waiver in disbursing funds. This Lien Waiver is FINAL upon the Claimant’s signature below. By signing this FINAL LIEN WAIVER, Claimant acknowledges and agrees that it shall not file any claim, or file a lien, notice of intent to file a lien, or file a petition to enforce a lien or other claim against the Owner or the Property for any work Claimant performed or shall perform on this Project – past, present, or future. If Claimant does so in violation of this provision, Claimant shall pay all damages incurred by the Owner of the Property, including the Owner’s attorney fees, costs, and expenses, regardless of who prevails in the claim or litigation.

Executed on _________________.


		By:
		Name:
		Title:

Subscribed and sworn to before me this _____ day of _____________________, 20 _.


	Notary Public
My Commission Expires:

		EXHIBIT B-2
	Page 16 of 16

Exhibit 10.11

JFB CONSTRUCTION HOLDINGS

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [•], 2024 by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and [•] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company from certain liabilities. The Amended and Restated Bylaws (the “Bylaws”) of the Company and the Articles of Incorporation of the Company (the “Articles of Incorporation”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the Nevada Revised Statutes (the “NRS”). The Bylaws and the Articles of Incorporation and the NRS expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is in furtherance of the Bylaws and the Articles of Incorporation, any agreements and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Without this agreement, may not be willing to serve as an officer or director, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he/she be so indemnified in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve or continue to serve as an officer or director of the Company, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to keep Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company, if any, is in accordance with the terms and provisions of his/her employment agreement and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company, other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Articles of Incorporation, the Bylaws, and the NRS. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an officer, or director, as applicable, of the Company.

Section 2. Definitions. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other Enterprise (as defined below) at the request of, for the convenience of, or to represent the interests of the Company.

(b) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below), other than the Company’s current controlling shareholder, Joseph Basile, III, is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing more than fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities;

(ii) Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other (i) than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty- one percent (51%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or (ii) a merger, consolidation, or reorganization involving the Company and any of its wholly-owned subsidiaries, parent entities, or other affiliates, or the transfer of all or substantially all of the Company’s assets to one or more of such entities;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b), the following terms shall have the following meanings:

(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c) “Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, arbitrator’s fees, mediator’s fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that, for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, claim, allegation, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken (or failure to act) by him or of any action (or failure to act) on his or her part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company, including prior to the date of this Agreement, as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(i) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that his or her conduct was unlawful. The parties hereto intend that this Agreement shall provide, to the fullest extent permitted by law, for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, any agreements, vote of the Company’s stockholders or Disinterested Directors, or applicable law.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him/her or on his/her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Nevada State Court or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him/her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him/her or on his/her behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or a settlement of such claim, issue or matter (with or without payment of money or consideration), or a plea of nolo contendere shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his/her Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he/she shall be indemnified against all Expenses actually and reasonably incurred by him/her or on his/her behalf in connection therewith.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the NRS that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NRS, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NRS adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Actor similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

(d) with respect to any claim, action, suit, or proceeding to the extent that a court of competent jurisdiction or an arbitrator shall have determined, in a final, non-appealable judgment or award, that the Indemnitee’s conduct constituted (i) willful misconduct, (ii) gross negligence, (iii) fraud, (iv) a knowing violation of law, or (v) a breach of Indemnitee’s fiduciary duties to the Company or its stockholders

Section 10. Advances of Expenses; Settlement. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

Section 11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such action, suit or proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four (4) methods, which shall be at the election of the Board: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) an intentional misstatement by Indemnitee of a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days so long as Indemnitee promptly provides all information and documentation requested by the person making the determination, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) an intentional misstatement by Indemnitee of a material fact, or an intentional omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Nevada law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, the Articles of Incorporation, any agreement and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company shall use its best efforts to maintain an insurance policy or policies providing liability insurance for directors and officers in effect at all times. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other Enterprise.

Section 16. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as an officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company; or (b) one (1) year after the final termination of any Proceeding (including any rights of appeal thereto) then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his/her heirs, executors and administrators.

Section 17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is in furtherance of the Articles of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

(c) The indemnification and advancement of Expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service as an officer, director or key employee of the Company prior to the date of this Agreement.

(d) The indemnification and advancement of expenses provided by or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it specifically states the intent of both parties hereto to supplement the terms herein and is executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 21. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission or electronic mail, with confirmation of transmission by the transmitting equipment:

(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(ii) If to the Company to

Joseph F. Basile III

Chief Executive Officer

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

or to any other address as may have been furnished in writing to Indemnitee by the Company.

Section 22. Contribution.

(a) Whether or not the indemnification provided under this Agreement is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee so long as the Indemnitee is determined to be entitled to indemnification in accordance with the terms and conditions of this Agreement. In a Proceeding where is it determined the Indemnitee is entitled to indemnification, the Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state court of the State of Nevada (the “Nevada Court”), and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service of process in the State of Nevada, Northwest Registered Agent, LLC as its agent in the State of Nevada as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Nevada, (d) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. This Agreement may be executed and delivered using electronic means, including but not limited to e-mail and portable document format (PDF). The Parties confirm that any electronic copy of a Party’s executed counterpart of this Agreement (or such party’s signature page thereof) shall be deemed to be an executed original thereof.

Section 25. Headings. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of the Agreement or any provision hereof.

Section 26. Interpretation. Words importing the singular number only shall include the plural, and vice versa, words importing the masculine gender shall include the feminine gender and neuter gender, and vice versa, and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, limited liability company, government board, agency, instrumentality, or other entity.

Section 27. Further Assurances. The parties hereto hereby agree to execute and deliver such further and other documents and perform or cause to be performed such further acts and things as may be necessary or desirable to give full effect to this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

JFB CONSTRUCTION HOLDINGS

By:

Name:

Title:

INDEMNITEE

By:

Name:

Address:

Exhibit 10.12

Amendment to Lease Agreement

This Amendment to Lease Agreement (the “Amendment”) is entered into as of December 4, 2024, by and between AURA COMMERCIAL, LLC., a Florida liability company (“Landlord”) and JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida corporation (“Tenant”), collectively referred to as the “Parties.”

WHEREAS, the Parties entered into a Lease Agreement dated March 29, 2024 (the “Lease”) for the property located at 1300 S. Dixie, Suite B, Lantana, Florida (the “Center”); and

WHEREAS, the Lease includes an Option to Purchase described in Article 26 of the Lease; and

WHEREAS, the Parties desire to amend the Lease to extend the timeframe in which Tenant may exercise the Option to Purchase the Center.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. Amendment to Article 26

Article 26.1 of the Lease is hereby replaced in its entirety as follows:

26.1 Option. Tenant is hereby granted by the Landlord the option to purchase the Center for the purchase price of Four Million Two Hundred Fifty Thousand and no/100 Dollars ($4,250,000.00). Tenant may exercise the option to purchase by providing written notice to Landlord so that closing may take place no later than December 31, 2025 in accordance with the last sentence of this Section. The purchase price shall be paid “all cash” at the closing. Closing costs shall be allocated between the parties as is customary in the State of Florida. Landlord shall convey the Center to Tenant by special warranty deed and the Center shall be free and clear from all claims, liens and encumbrances. The closing on the purchase of the Center shall take place on the earlier to occur of (i) ninety (90) days after the Tenant exercises the option to purchase the Center; or (ii) December 31, 2025.

All other terms and conditions of the Lease shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

Landlord: AURA COMMERCIAL, LLC

By: /s/ Joseph F. Basile, III
Name: Joseph F. Basile, III, President
Date: 12/4/24

Tenant: JFB CONSTRUCTION & DEVELOPMENT, INC

By: /s/ Ruben Calderon
Name: Ruben Calderon, CFO

Date: 12/4/24

Exhibit 10.13

AMENDMENT TO SERVICE AGREEMENT

This Amendment to the Service Agreement (the “Amendment”) is made and entered into as of January 21, 2025 by and between:

JFB Construction Holdings, a Nevada Corporation (the “Company”), located at 1300 S. Dixie Highway, Suite B, Lantana, FL 33462, and

Chartered Services (“CS”), with a principal address of 1000 Pine Island Road, Suite 210, Plantation, FL 33324.

RECITALS

WHEREAS, the Company and CS entered into a Service Agreement dated July 17, 2024 (the “Agreement”); and

WHEREAS, the parties wish to amend the Agreement as described below.

NOW, THEREFORE, the parties agree as follows:

Amendment to Section 1(a): Section 1(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“[Reserved];”

The remainder of the services outlined in Section 1 of the Agreement shall remain in full force and effect.

	2.	No Other Amendments:
		Except as expressly amended herein, all other terms and provisions of the Agreement shall remain unchanged and in full force and effect.

	3.	Effective Date:
		This Amendment shall become effective as of the date first above written.

	4.	Entire Agreement:
		This Amendment and the Agreement, as amended, represent the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties with respect thereto.

	5.	Execution:
		This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered using electronic means

1 of 2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

JFB Construction Holdings:

By:	/s/ Joe Basile
Name:	Joe Basile
Title:	Chief Executive Officer
Date:

Chartered Services:

By:	/s/ Anayelis Dominguez
Name:	Anayelis Dominguez
Title:	Manager
Date:

2 of 2

Exhibit 10.14

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of February 1, 2025 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph Basile, III, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

WHEREAS, the Company wishes to employ Executive on the terms set forth in this Agreement; and

WHEREAS, Executive wishes to be employed by the Company on the terms set forth herein.

1. Employment Term.

2. Position and Duties.

a) Title. The Company hereby agrees to employ the Executive to serve as Chief Executive Officer (“CEO”) of the Company.

3. Compensation and Benefits.

b) [Reserved]

c) Annual Cash Bonus.

i.	Executive shall receive a cash for as follows:

	a.	If for the fiscal year 2025, the Company, including its Subsidiaries, has Gross Revenue (as defined below) between ten million U.S. Dollars ($10,000,00) to fifteen million U.S. Dollars ($15,000,000), the Executive shall receive $200,000 USD (Two Hundred Thousand Dollars).

	b.	If for the fiscal year 2025, the Company, including its Subsidiaries, has Gross Revenue between fifteen million U.S. Dollars ($15,000,00) to twenty million U.S. Dollars ($20,000,000), the Executive shall receive an additional $200,000 USD (Two Hundred Thousand Dollars).

	c.	If for the fiscal year 2025, the Company, including its Subsidiaries, has Gross Revenue over twenty million U.S. Dollars ($20,000,000), the Executive shall receive an additional $200,000 USD (Two Hundred Thousand Dollars).

ii.	Gross Revenue means, for each fiscal year during the term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from the operations of the Company and its Subsidiaries.

iii.	Executive shall be eligible to receive an annual bonus cash that the Company may award in its sole and absolute discretion.

6. Confidentiality and Intellectual Property.

7. Covenants Not to Solicit or Compete.

To the Company:

JFB Construction Holdings

Attn: Executive Office

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Email: Ruben@jfbconstruction.net

To the Executive:

Joseph F. Basile, III

_________________________

Email: joe@jfbconstruction.net

__/JB/___ By initialing here, Executive acknowledges he has read this paragraph and agrees with the arbitration provision herein. indemnity

IN WITNESS WHEREOF, the Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.

JFB CONSTRUCTION HOLDINGS

By:	/s/ Ruben Calderon
	Ruben Calderon
	Chief Financial Officer

EXECUTIVE

By:	/s/ Joseph F. Basile, III
	Joseph F. Basile, III

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 31, 2025, which appeared in the JFB Construction Holdings Annual Report on Form 10-K relating to the audits of the consolidated financial statements as of December 31, 2024 and 2023 and for the periods then ended. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC

www.mkacpas.com

The Woodlands, Texas

October 10, 2025

Exhibit 107

CALCULATION OF FILING FEE TABLES

S-1

JFB Construction Holdings

Table 1: Newly Registered and Carry Forward Securities

Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee

Fees to be Paid	Equity	Common Stock, par value $0.0001 per share	(1)	Other		8,068,933		15.4450		124,624,670.19		0.00013810		17,210.67
Fees to be Paid	Equity	Common Stock, par value $0.0001 per share issuable upon exercise of the Common A Warrant	(1)	Other		8,068,933		15.4450		124,624,670.19		0.00013810		17,210.67
Fees to be Paid	Equity	Common Stock, par value $0.0001 per share issuable upon exercise of Common B Warrant	(1)	Other		8,068,933		15.4450		124,624,670.19		0.00013810		17,210.67
Fees to be Paid	Other	Common Stock, par value $0.0001 per share issuable upon exercise of the Placement Agent Warrants	(1)	Other		645,515	$	15.4450		9,969,979.18		0.00013810		1,376.85

Total Offering Amounts:									$	383,843,989.73			$	53,008.86
Total Fees Previously Paid:														0.00
Total Fee Offsets:														0.00
Net Fee Due:													$	53,008.86

Offering Note(s)

(1)

The shares of common stock of JFB Construction Holdings (the “Registrant”) will be offered for resale by the selling stockholders pursuant to the prospectus contained herein.

This registration statement registers the resale by the selling stockholders of up to an aggregate of 33,590,770 shares of common stock, par value $0.0001 per share, issued by the Registrant pursuant to (a) a Securities Purchase Agreement, dated September 26, 2025, consisting of (i) 4,389,500 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, stated value $10.00 per share (“Series C Preferred Stock”), convertible into 8,068,933 shares of Common Stock at a conversion price of $5.44 per share of Series C Preferred Stock, (ii) 8,068,933 warrants (the “Common A Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock at an exercise price of $5.75 per share, and (iii) 8,068,933 warrants (the “Common B Warrants”) to purchase up to an aggregate of 8,068,933 shares of Common Stock at an exercise price of $6.25 per share; and (b) a Placement Agent Agreement, dated September 26, 2025, consisting of placement agent warrants exercisable for 645,515 shares of common stock.

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of common stock as reported on the Nasdaq Capital Market on October 3, 2025, which date is a date within five business days of the filing of the registration statement for the registration of the securities listed in the table above.

N/A