EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of January 1, 2026 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Bill Dyer, 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.

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CONFIDENTIAL

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OFFERING SUBSCRIPTION PACKAGE

for

CM OB Hotel Owner, LLC

A Delaware Limited Liability Company

Effective Date: April 24, 2025

 

 

 

 

Confidential Private Placement Memorandum

for

CM OB Hotel Owner, LLC

Summary

Offering:

 

Up to $5,000,000 in Class A Limited Liability Company Interests1

Price Per Interest: $1,000

 

 

 

Minimum Purchase

 

Commissions2

 

 

Proceeds to the Company3

 

Class A

 

100 Units

 

 

N/A

 

 

$

100,000

 

Offering Period:

Until successfully closed, terminated, or 12 months, subject to extension by the Manager (defined below).

 

Sale Exemption:

Private placement conducted pursuant to the

Securities Act of 1933, Sec. 4(a)(2); Regulation D Safe Harbor, R. 506(c)

 

 

This private placement memorandum (this “Memorandum”) is being furnished by the Manager solely for use by prospective investors on an invite-only basis in evaluating the Company and this Offering (defined below) of Interests.

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PLACEMENT AGENCY AGREEMENT

September 26, 2025

 

PERSONAL AND CONFIDENTIAL

JFB Construction Holdings

1300 S. Dixie Highway, Suite B

Lantana, FL 33462

Attention: Joseph F. Basile III

Chief Executive Officer

 

Dear Mr. Basile:

 

Introduction. Subject to the terms and conditions herein (this “Agreement”), JFB Construction Holdings, a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Company described in the immediately succeeding paragraph directly to accredited investors (each, an “Investor” and collectively, the “Investors”) through Dominari Securities LLC as placement agent (the “Placement Agent”).

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COST PLUS 5% CONSTRUCTION MANAGEMENT CONTRACT

(STANDARD FORM)

 

DATE:

 

Aprill 28, 2025

NAME OF PROJECT:

 

Courtyard by Marriot / Olive Branch

CONTRACT AMOUNT:

 

See Section 5.1

 

 

 

OWNER:

 

Onyx OB Hotel Owner LLC

OWNER’S REPRESENTATIVE:

 

Samet Patel

Telephone No.:

 

954-594-6864 / 561-887-1082

 

Email Address:

 

Sameet@onyxhospitality.com

 

 

 

OWNER’S ADDRESS:

 

 

 

 

 

PROJECT:

 

Courtyard by Marriot / Olive Branch, Ms

 

 

 

SITE:

 

Full Address: 8386 Camp Creek BVD, Olvie Branch MS 38654

 

 

 

 

 

 

CONTRACTOR:

 

JFB Construction & Development, Inc.

A Florida Corporation

 

 

(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 / MS

CONTRACTOR’S ADDRESS:

 

1300 S Dixie, Lantana, FL 33462

 

 

 

ARCHITECT:

 

 

ARCHITECT :

 

 

Email address.:

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PROMISSORY NOTE

$3,985,000.00

 

Principal Amount: $3,985,000.00

Interest Rate: 8% per annum

Date: June 29, 2026

 

Maker: Sky Quarry Inc., a Delaware corporation (“SKY”), Foreland Refining Corporation, a Texas corporation (“Foreland”), 2020 Resources LLC (“2020 Resources”) (SKY, Foreland, and 2020 Resources, shall be collectively referred to herein as ("Maker"))

 

Payee: Libertas Funding LLC, a Connecticut limited liability company ("Payee" or "Libertas")

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PERSONAL GUARANTEE

 

This Personal Guarantee (this “Guarantee”) is entered into as of June 29, 2026, by Marcus Laun, an individual (“Guarantor”), in favor of Libertas Funding LLC, a limited liability company formed under the laws of the State of Connecticut (“Payee” or “Libertas”).

 

RECITALS

 

WHEREAS, Sky Quarry Inc., a Delaware corporation (“Maker”), has issued that certain Promissory Note dated June 29, 2026, in the original principal amount of $3,985,000.00, bearing interest at the rate of 8% per annum (the “Note”), in favor of Payee, issued pursuant to that certain Conversion and Exchange Agreement dated June 29, 2026, among Maker, Foreland Refining Corporation, 2020 Resources LLC and Payee (the “Exchange Agreement”), in exchange for the cancellation and extinguishment of the MCA Obligations (as defined therein) arising under the merchant cash advance agreements dated October 23, 2023, January 12, 2024, January 18, 2024, and February 23, 2024 (collectively, the “MCA Agreements”);

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CONVERSION AND EXCHANGE AGREEMENT

 

This Conversion and Exchange Agreement (this “Agreement”) is made and entered into as of June 29, 2026 (the “Effective Date”), by and among Foreland Refining Corporation, a Texas corporation (“Foreland”), 2020 Resources LLC (“2020 Resources”), Sky Quarry Inc., a Delaware corporation (“SKY,” and together with Foreland and 2020 Resources, each a “Company Party” and collectively the “Company”), and Libertas Funding LLC, a limited liability company formed under the laws of the State of Connecticut (“Libertas” or “Holder”). Each Company Party was a co-obligor under the MCA Agreements (as defined below) and shall be jointly and severally liable for the obligations of the Company hereunder.

 

RECITALS

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Exhibit 10.4

AMENDMENT NO. 7 TO  EMPLOYMENTAGREEMENT

THIS AMENDMENT NO. 7 dated as of June 26, 2026 (this "AMENDMENT NO. 7"), to the Employment Agreement, dated as of May 18, 2012 and subsequently amended (as amended, the "EMPLOYMENT AGREEMENT"), by and between Motorcar Parts of America, Inc. ("COMPANY") and Selwyn Joffe, an individual ("EXECUTIVE"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the EMPLOYMENT AGREEMENT.

RECITALS

WHEREAS, the parties wish to amend the EMPLOYMENT AGREEMENT to extend the TERM;

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

Paragraph 2 of the EMPLOYMENT AGREEMENT is hereby deleted in its entirety and replaced with the following:

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FORM OF LOCK-UP AGREEMENT

 

June 23, 2026

 

Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, Minnesota 55402

 

Re:

Creative Realities, Inc. — Public Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you, as underwriter (the “Underwriter”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Creative Realities, Inc., a Minnesota corporation (the “Company”), related to the public offering (the “Offering”) by the Company, of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”).

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated April 23, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Charlie Morrison (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief Executive Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment, to commence on April 28, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

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Exhibit 10.8

 

INVESTOR INFORMATION AGREEMENT

This INVESTOR INFORMATION AGREEMENT (this “Agreement”) is dated as of January 16, 2025 and is between Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (together with its successors, “HoldCo”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (together with its successors, the “Company”), Blackstone Capital Partners IX L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 1”), and Blackstone Private Equity Strategies Fund L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and its alternative investment vehicles, “Fund 2 “).

BACKGROUND

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Jersey Mike’s Franchise Systems, Inc. (“JMFS”) located at 2251 Landmark Place, Manasquan, New Jersey, and Walter Tombs (“Employee”) of 1.410 Cortland Drive, Manasquan, New Jersey, 08736, for the mutual consideration set forth herein.

1. Title. Employee will serve as JMFS’s Chief Financial Officer, reporting to Peter Cancro, current JMFS Chief Executive Officer, the CEO’s designee or successor (“CEO”).

2. Duties. Employee will be responsible for the day-to-day financial operation of JMFS, with the advice and consent of the CEO, as well as for any other responsibilities as may be assigned by the CEO to Employee from time to time.

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