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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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”).

…

SHARE REDEMPTION AGREEMENT

THIS SHARE REDEMPTION AGREEMENT is dated as of September 30, 2025 (this “Agreement”), by and among JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph F. Basile III (“Stockholder”).

 

WHEREAS, the Stockholder presently owns 4,000,000 shares of the Company’s Class B Common Stock (the “Class B Shares”);

 

WHEREAS, the Company is entering into one or more subscription agreements with certain investors pursuant to a proposed private offering in public securities of the Company (the “PIPE Financing);

 

WHEREAS, pursuant to the Company’s Articles of Incorporation, the Company desires to redeem the Class B Shares, and the Stockholder desires to sell such Class B Shares back to the Company, upon and subject to the consummation of the PIPE Financing and in accordance with the terms set forth herein (the “Redemption”);

…

CM OB Hotel Owner, LLC

561-990-2222

5740 Getwell Rd, Ste 5D, Southaven MS 38672

 

 

 

April 24, 2025

To:

[INVESTOR NAME]

 

[ADDRESS1]

 

[ADDRESS2]

 

Delivered via e-mail to: [email]

 

Re:

Side Letter Agreement to Subscription Agreement and Operating Agreement of CM OB Hotel Owner, LLC

Dear [NAME],

 

We, CM OB Hotel MGR, LLC, are pleased to present to you, the undersigned, this side letter in which we both mutually agree to certain additional terms concerning your subscription for equity interests (your “Investment”) in CM OB Hotel Owner, LLC (the “Fund”). This letter serves as a side letter agreement (this “Letter”) between us, the terms of which are agreed to be in addition to, and incident to, that certain Subscription Agreement governing your Investment into the Fund dated effective on or about even date with this Letter (the “Subscription Agreement” and the “Effective Date” respectively) and the execution by the you of that certain Operating Agreement for the Fund, as may be amended from time to time (the “

…

EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2503

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

Page

1

INTERPRETATION.......................................................................................................1

2

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2492

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

Page

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Interpretation.................................................................................................................1

2

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EXECUTION VERSION

THIS AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT (MSN 2993) (Agreement) is dated, 2025 and made BETWEEN:

(1)

UMB BANK, N.A., a national banking association organized and existing under the laws of the United States of America having its place of business at 6440 S. Millrock Drive, Suite 400, Salt

Lake City, UT 84121, United States, not in its individual capacity but solely as Owner Trustee (Lessor); and

(2)

GLOBAL CROSSING AIRLINES, INC., a company incorporated under the laws of the State of Delaware having its principal place of business at 4200 NW 36th Street Miami International Airport, Bldg. 5A 4'h Floor, Miami, Florida, 33152 (Lessee).

WHEREAS:

(A) By an aircraft lease agreement dated 18 February 2022 (as the same has been amended, novated or supplemented from time to time, the Lease) between Lessor and Lessee, which Lease is further described on Exhibit B attached hereto, Lessor agreed to lease and Lessee agreed to take

…

FILE COPY

Exhibit 10.55

 

AIRCRAFT LEASE AMENDMENT AND EXTENSION AGREEMENT

(MSN 3869)

This Lease Amendment and Extension Agreement (MSN 3869), dated as of

, 2025 (this "Amendment"), is between BANK OF UTAH, not in its individual capacity but solely as owner trustee ("Lessor") and GLOBAL CROSSING AIRLINES,

INC. ("Lessee").

 

BACKGROUND

 

A.

Lessor and Lessee are party to that certain Aircraft Operating Lease Agreement dated November 17, 2023, which was recorded by the FAA on November 25, 2024, and assigned Conveyance No. LJ035034 (as novated, amended, supplemented or otherwise modified from time to time, the "Lease"), in respect of one (1) Airbus A321-231 model aircraft bearing manufacturer's serial number 3869 and United States registration mark N-570TA together with two (2) International Aero Engines V2500 engines (as more particularly described in the Lease, the "Aircraft").

 

B.

Lessor and Lessee now wish to amend certain terms and conditions of the Lease as set forth herein.

 

AGREEMENT

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2477

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

Page

1

INTERPRETATION.......................................................................................................1

2

…

EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2481

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

Page

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Interpretation.................................................................................................................1

2

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

…

SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

…