8-K
My City Builders, Inc. (MYCB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2025
| My City Builders, Inc. | ||
|---|---|---|
| (Exact name of Registrant as specified in its charter) | ||
| Nevada | 000-55233 | 27-3816969 |
| --- | --- | --- |
| (State or other Jurisdiction of<br><br>Incorporation or organization) | (Commission<br><br>File Number) | (IRS Employer<br><br>I.D. No.) |
100 Biscayne Blvd., #1611
Miami, FL 33132
Phone: (786) 553-4006
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2) |
| ☐ | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement & Amendments
On October 31, 2025, My City Builders, Inc., (the “Company”) entered into an Asset Purchase Agreement, (the “Agreement”) with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns 98.5% of the current issued and outstanding shares of the Company and is managed by the following officers and directors (the “Affiliates”) of the Company and RAC:
| · | Yolanda Goodell – interim chief executive officer and director of the Company, vice president and director of RAC. |
|---|---|
| · | Francis Pettilloni – interim chief financial officer and director of the Company, chief operating officer and director or RAC. |
| · | Frank Gillen – president and director of RAC. |
As a result of the Agreement, the Company acquired 4 acres of land in Glencoe, Alabama (the “Property”) in exchange for a secured promissory note with the LLC in the amount of $350,000.00 (the “Note”). The Note has a 3-year term and carries an interest rate of 9.5% per annum. The principal and interest are due at the conclusion of the 3-year term on October 30, 2028. The Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the Property as phase one. Per the terms of the Agreement, if construction of the duplex development on the Property does not begin within one year of the Closing Date of the Agreement, that will be considered an Event of Default, as defined by in the Note, which may result in either: (i) the entire principal balance of the Note and all accrued and unpaid interest and costs would immediately become due and payable or (ii) the Company would be required to return ownership of the Property to the LLC.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
Item 5.06 Change in Shell Company Status
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Agreement, the Company is no longer a “shell company” as the term is defined in Rule 12b-2 under the Exchange Act.
| 2 |
|---|
Item 9.01 Financial Statements and Exhibits
(d) The exhibits listed in the following Exhibit Index are filed as part of this report:
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| My City Builders, Inc. | ||
|---|---|---|
| By | /s/ Yolanda Goodell | October 31, 2025 |
| Yolanda Goodell | Date | |
| Its: Interim Chief Executive Officer | ||
| 4 | ||
| --- |
jrvs_ex991.htm EXHIBIT 99.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (“Agreement”) between RAC Gadsden LLC, an Alabama limited liability company (“Seller”), and My City Builders, Inc., a Nevada corporation (“Buyer”), takes effect on October 31, 2025 (“Effective Date”).
BACKGROUND
The parties acknowledge that:
Seller is engaged in the business of real estate acquisition and development (the “Business”) and
Seller desires to sell to Buyer and Buyer desires to purchase from Seller, on the terms and subject to the conditions of this Agreement, the Acquired Assets.
The parties therefore agree as follows.
ARTICLE ONE
PURCHASE AND SALE OF THE ACQUIRED ASSETS
Section 1.01 Purchase and Sale
Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Acquired Assets. Simultaneously with Buyer’s payment of the Closing Payment, the Acquired Assets will be sold and delivered to Buyer electronically, together with bills of sale and other transfer documents duly signed by Seller. The closing of the purchase and sale of the Acquired Assets (“Closing”) will take place electronically on October 31, 2025, or when and where the parties otherwise mutually agree (“Closing Date”).
Section 1.02 Purchase Price
The purchase price (“Purchase Price”) for the sale of the Acquired Assets is $350,000.00 payable in accordance with the terms of the Promissory Note substantially in the form of Exhibit A. At the Closing, Buyer will provide the signed Promissory Note to Seller in a form acceptable to Seller (“Closing Payment”).
Section 1.03 Assumption of Liabilities
Buyer will not assume, be liable for, or agree to pay, perform, or discharge any liability or other obligation of Seller, whether known or unknown, including any liability or obligation:
arising out of, incurred in connection with, related to, or created because of this Agreement;
arising out of Seller’s actions, forbearances, or omissions before or after the Closing Date;
| Asset Purchase Agreement |
|---|
| Page 1 |
resulting from Seller’s or any other person’s breach of contract arising out of or related to the sale of the Acquired Assets under this Agreement;
of Seller for any taxes arising before the Closing Date, or in connection with the sale of the Acquired Assets under this Agreement;
in connection with any of Seller’s employees, including salaries, benefits, commissions, Seller’s employee benefit or employee-benefit plans in which Seller’s employees participate, payroll taxes, or any severance payments due because of Seller’s termination of its employees as contemplated by this Agreement; and
other liability or obligation of Seller arising before the Closing in connection with the Business.
Section 1.04 Phase 1 Construction
Buyer and Seller agree that if Buyer is unable to begin phase 1 construction on the 8 unit multi-family duplex development project to be built on the Acquired Assets property within one year of the Closing Date of this Agreement, that shall be an Event of Default, as the term is defined in the Promissory Note.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF SELLER
Except as otherwise set forth in the attached schedules, Seller represents, warrants, and covenants to Buyer as follows.
Section 2.01 Ownership of Acquired Assets
Seller is the beneficial and record owner of, and has good and marketable title to, all of the Acquired Assets. This title is free and clear of all security interests, pledges, mortgages, liens, charges, encumbrances, adverse claims, preferential arrangements, obligations to sell, options or other rights to purchase, rights of first refusal or first negotiation, or other restrictions of any kind, including any restriction on the use, transfer, receipt of income, or other exercise of any attributes of ownership other than the Permitted Encumbrances described on Schedule 2.01 (collectively, “Encumbrances”).
Section 2.02 Capacity and Authority
Seller has the right and the requisite power, legal capacity, and authority to execute and deliver this Agreement and to carry out the terms and conditions applicable to Seller under this Agreement. At Closing, Buyer will acquire from Seller legal and beneficial ownership of, and good and marketable title to, the Acquired Assets, free and clear of all Encumbrances.
This Agreement and each other agreement and instrument to be signed and delivered by Seller under this Agreement (collectively, “Seller’s Transaction Documents”) comprise Seller’s legal, valid, and binding obligation enforceable in accordance with their respective terms. Seller has taken all requisite legal action to duly authorize the signing, delivery, and performance of this Agreement and the other Seller’s Transaction Documents. Seller has duly signed and delivered this Agreement.
| Asset Purchase Agreement |
|---|
| Page 2 |
Section 2.03 No Violations
Seller’s signing and delivery of this Agreement and the other Seller’s Transaction Documents, consummation of the transactions, and performance of these obligations will not:
conflict with or violate any applicable law or rule or regulation affecting Seller, the Acquired Assets or the Business;
conflict with or violate any judgment, order, decree, or award of any court, arbitrator, mediator, or governmental agency or instrumentality to which Seller is a party or by which Seller or any of the Acquired Assets is bound or affected;
conflict with, violate, terminate, or accelerate the performance required by any contract, indenture, instrument, or other agreement to which Seller is a party, or by which Seller, or any of the Acquired Assets may be bound or affected.
Section 2.04 Consents and Approvals
No consent, approval, authorization, or other action by, or filing or registration with, any federal, state, or local governmental authority, or any other person or entity is required in connection with Seller’s signing and delivery of this Agreement and Seller’s Transaction Documents, Seller’s consummation of the transactions contemplated by these documents, or Seller’s performance of the obligations under them.
Section 2.05 Non-Foreign Status
Seller is not a foreign person or entity under Internal Revenue Code Section 1445.
Section 2.06 Organization and Standing
Seller is a corporation duly organized, validly existing and in good standing under the laws of Alabama. Seller is duly qualified to do business as a foreign corporation in each state in which the nature of the Business or the character or location of its assets requires this qualification. Seller has the requisite corporate power and corporate authority to own or lease and operate the assets and properties owned or leased by Seller and to carry on the Business as it is currently being conducted.
Section 2.07 Financial Statements
The Financial Statements contain only true statements of material fact, and include all material facts necessary to make the statements or information in the Financial Statements complete and accurate. The Financial Statements fairly present in all material respects Seller’s financial position, operations results, and changes in financial position for the periods indicated; were prepared from Seller’s books and records in accordance with generally accepted accounting principles; and have been prepared consistent with past periods. Seller’s books of account and other financial records are complete and correct in all material respects.
| Asset Purchase Agreement |
|---|
| Page 3 |
Section 2.08 Absence of Specified Changes
Other than matters disclosed to Buyer in writing, there has not been any:
transaction by Seller except in the ordinary course of business;
adverse change in the Acquired Assets and other properties, financial condition, liabilities, Business, operations, or prospects of Seller;
change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller;
revaluation by Seller of any of the Acquired Assets;
acquisition or disposition by Seller of any of the Acquired Assets, except in the ordinary course of business;
amendment or termination of any material contract, agreement, or license to which Seller is a party, except in the ordinary course of business; or
Encumbrance placed on any of the Acquired Assets.
Section 2.09 Acquired Assets
As of the Closing Date, each of the Acquired Assets must be included on the List of Acquired Assets (Schedule 2.09). The tangible Acquired Assets include the spare parts and inventory necessary to continue the operation of the Business as presently conducted without material interruption. The tangible Acquired Assets are in good operating condition and repair.
Section 2.10 Litigation and Claims
Seller is not a party to, and to Seller’s knowledge, there is no pending or overtly threatened litigation, other legal proceeding, or governmental investigation against Seller:
affecting the Acquired Assets or the Business, or
challenging the validity or propriety of, or seeking to enjoin or to set aside, the transactions contemplated by this Agreement, including the signing and delivery of this Agreement, consummation of the transactions contemplated herein, or performance of its respective obligations.
Seller is not a party to any judgment, order, decree, or award of any court, arbitrator, mediator, governmental agency, or instrumentality that would or might affect the Acquired Assets or the Business.
Section 2.11 Compliance with Laws
Seller has complied in all material respects with all laws, rules, regulations, and orders applicable to the Business’s operation. Seller has all licenses and permits from governmental authorities required to continue to conduct the Business in the same manner it is currently conducted.
Section 2.12 Brokers and Finders
No broker or finder has acted for Seller in connection with this Agreement or the transactions contemplated by it. No broker or finder is entitled to any brokerage commission, finder’s fee, or other compensation based on an agreement or arrangement by Seller.
| Asset Purchase Agreement |
|---|
| Page 4 |
Section 2.13 Taxes and Tax Returns
All federal, state, and local income and other tax returns (including all returns or declarations in respect of taxes and impositions) of Seller required to be filed on or before this date have been filed. All taxes shown on these returns or on any assessments received by Seller that are due on or before this date have been paid or adequately reserved for in Seller’s financial books and records.
Section 2.14 Schedules Delivered
All schedules described in this Agreement and prepared by or on behalf of Seller that are being delivered to Buyer with this Agreement or before the Closing Date are accurate and complete as of this date and will be accurate and complete as of the Closing Date, unless the schedule reflects a different date. If the schedule reflects a different date, the schedules are true, accurate, and complete as of the date indicated, and have been prepared in conformity with the provisions of this Agreement.
Section 2.15 No Material Misstatements
No representation or warranty by Seller in this Agreement or in any attached exhibit or schedule contains any untrue statement of a material fact or omits to state a material fact necessary to fairly inform Buyer.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF BUYER
Except as otherwise set forth in the attached schedules, Buyer represents, warrants, and covenants to Seller as follows.
Section 3.01 Organization and Standing
Buyer is a corporation **** duly organized, validly existing, and in good standing under the laws of Nevada.
Section 3.02 Capacity and Authority
Buyer has the requisite corporation power and corporation **** authority to sign and deliver this Agreement and to carry out the terms applicable to it under this Agreement. The signing, delivery, and performance of this Agreement by Buyer has been duly authorized by all requisite corporation action on the part of Buyer, and this Agreement has been duly signed and delivered by Buyer. This Agreement comprises, and each other agreement or instrument to be signed and delivered by Buyer under the terms of this Agreement will comprise, the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
| Asset Purchase Agreement |
|---|
| Page 5 |
Section 3.03 No Violations
Buyer’s signing and delivery of this Agreement, consummation of the transactions contemplated by this Agreement, and performance of Buyer’s obligations under this Agreement will not:
conflict with or violate Buyer’s articles or bylaws;
conflict with or violate any applicable law, rule, or regulation affecting Buyer; or
conflict with or violate any judgment, order, decree, or award of any court, arbitrator, mediator, or governmental agency or instrumentality, to which Buyer is a party or by which Buyer is bound or affected.
Section 3.04 Consents and Approvals
No consent, approval, authorization, or other action by, or filing or registration with, any federal, state, or local governmental authority or any other person or entity is required in connection with Buyer’s signing and delivery of this Agreement, consummation of the transactions contemplated by this Agreement, or performance of Buyer’s obligations under this Agreement.
Section 3.05 Litigation and Claims
Buyer is not a party to, nor is there any pending or overtly threatened litigation or other legal proceeding or governmental investigation against Buyer challenging the validity or propriety of, or seeking to enjoin or set aside Buyer’s:
signing and delivery of this Agreement;
consummation of the transactions contemplated by this Agreement; or
performance of Buyer’s obligations under this Agreement.
Section 3.06 Brokers and Finders
No broker or finder has acted for Buyer in connection with this Agreement or the transactions contemplated by this Agreement. No broker or finder is entitled to any brokerage commission, finder’s fee, or other compensation based on agreements or arrangements made by Buyer.
ARTICLE FOUR
COVENANTS OF SELLER
Section 4.01 Schedules
Before the Closing Date, Seller will deliver to Buyer any schedules referenced in Article Two that have not already been delivered to Buyer with this Agreement.
Section 4.02 Conduct of Business
Seller agrees that, from the date of this Agreement through the Closing, Seller shall:
conduct the Business and engage in transactions only in the ordinary course of business and in a commercially reasonable manner;
use all commercially reasonable efforts to keep Seller’s business organization intact and to preserve all Seller’s present relationships with, and the goodwill of, employees, suppliers, and others having a business relationship with Seller;
protect and preserve the Acquired Assets and Seller’s rights in them;
maintain the tangible Acquired Assets in good operating condition and repair, ordinary wear and tear excepted; and
maintain in full force and effect all existing insurance policies to cover and protect the Acquired Assets against damage or destruction and to insure Seller against liability.
| Asset Purchase Agreement |
|---|
| Page 6 |
Without Buyer’s prior written consent, Seller will not***:***
dispose of any of the Acquired Assets, other than inventory and supplies consumed in the ordinary conduct of Business;
enter into any new contract or cancel or amend any existing contract to which Seller is a party; or
commit any act that will have a materially adverse effect on the Business or the Acquired Assets.
Section 4.03 Satisfying Conditions
Seller shall perform all of its covenants in this Agreement that are conditions to Buyer’s obligation to purchase the Acquired Assets before the Closing Date. This includes obtaining all consents, approvals, authorizations, and other actions by, and completing all filings or registrations with, all federal, state, and local governmental authorities that are necessary for Seller to consummate the transactions contemplated by this Agreement.
Section 4.04 Disclosure of Changes
Seller will not knowingly take any action or fail to take any action that would make any representation, warranty, or covenant made by Seller in this Agreement untrue. Seller shall promptly notify Buyer in writing of:
the commencement or overt threat of any lawsuit or claim against Seller that affects the Acquired Assets or the Business, challenges the validity or propriety of this Agreement, or seeks to enjoin or to set aside the transactions contemplated by this Agreement;
any adverse change in the Acquired Assets or Business; and
any change in any of the representations or warranties of Seller in this Agreement or in any schedule, exhibit, certificate, or other document delivered to Buyer by Seller under this Agreement. Notice to Buyer of any of the foregoing is not an amendment to the representations and warranties of Seller in this Agreement.
Section 4.05 Exclusive Dealing
Seller must deal exclusively with Buyer with respect to the transactions contemplated by this Agreement, and must not:
solicit, encourage, or entertain offers of inquiry from other persons or entities;
provide information to, participate in, or continue after this date any discussions or negotiations with any other persons or entities with an interest in acquiring any of the Acquired Assets other than in the ordinary course of Seller’s business, or the Business (nor will Seller authorize or permit any director, officer, employee, attorney, accountant or other representative or agent of Seller to solicit, encourage, or entertain offers or inquiries).
| Asset Purchase Agreement |
|---|
| Page 7 |
ARTICLE FIVE
COVENANTS OF BUYER
Section 5.01 Satisfying Conditions
Buyer shall perform all of its covenants in this Agreement that are conditions to Seller’s obligation to sell the Acquired Assets before the Closing Date. This includes obtaining all consents, approvals, authorizations, and other actions by, and completing all filings or registrations with, all federal, state, and local governmental authorities that are necessary for Buyer to consummate the transactions contemplated by this Agreement.
Section 5.02 Access to Books and Records
After the Closing, at Seller’s expense, Buyer will make available to Seller the information and documents that Seller reasonably requests:
to defend any claim, demand, or assertion, including tax audits, brought by or against Seller or a third party; and
to prepare any tax returns for the fiscal year of Seller (or any portion thereof) occurring before the Closing.
ARTICLE SIX
CONDITIONS TO OBLIGATION OF BUYER TO PERFORM
Buyer’s obligations under this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date. Buyer may waive any condition by delivering written notice of the waiver to Seller.
Section 6.01 Representations and Warranties True on the Closing Date
The representations and warranties of Seller in this Agreement, in the Schedules and Exhibits to it, and in any certificate, document, or statement delivered under its provisions must be true and correct on the Closing Date as if made on the Closing Date. Seller must have delivered to Buyer a certificate in form and substance satisfactory to Buyer, dated the Closing Date and signed by Seller to this effect.
Section 6.02 Compliance with Agreement
Seller must have performed and complied with all agreements, covenants, conditions, and obligations required by this Agreement to be performed or complied with by Seller before or on the Closing Date. Seller must have delivered to Buyer a certificate in form and substance satisfactory to Buyer, dated the Closing Date and signed by Seller to this effect.
| Asset Purchase Agreement |
|---|
| Page 8 |
Section 6.03 No Material Adverse Changes
From this date to the Closing Date, there must have been no material adverse changes in the Business or the Acquired Assets as determined by Buyer’s good-faith judgment.
Section 6.04 No Pending Litigation
There is no pending or threatened claim, proceeding, investigation, or inquiry by any person, governmental body, or authority that seeks to prevent or change the terms of this Agreement or the transaction contemplated by it, to obtain damages in connection with this Agreement or the transaction contemplated by it, or to question the validity or legality of the consummation of the transaction contemplated by this Agreement.
Section 6.05 Consents
Seller and Buyer have received all consents from all third parties necessary to consummate the transaction contemplated in this Agreement.
Section 6.06 Documents, Certificates, and Other Items
Seller will have delivered or caused to be delivered to Buyer:
the Promissory Note substantially in the form of Exhibit A;
bills of sale and assignments, and other transfer documents reasonably requested by Buyer.
Section 6.07 Miscellaneous
Buyer has received all additional instruments and documents as may reasonably be required by this Agreement or to consummate the transactions contemplated in this Agreement.
ARTICLE SEVEN
CONDITIONS TO OBLIGATION OF SELLER TO PERFORM
Seller’s obligations under this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date. Seller may waive any of these conditions by delivering written notice of the waiver to Buyer.
Section 7.01 Representations and Warranties True on the Closing Date
The representations and warranties of Buyer in this Agreement, in the Schedules and Exhibits to this Agreement; and in any certificate, document, or statement delivered under its provisions must be true and correct on and as of the Closing Date as if made on the Closing Date. Buyer must have delivered to Seller a certificate in form and substance satisfactory to Seller, dated the Closing Date and signed by Buyer to this effect.
Section 7.02 Compliance with Agreement
Buyer must have performed and complied with all agreements, covenants, conditions, and obligations required by this Agreement to be performed or complied with by Buyer before or on the Closing Date. Buyer must have delivered to Seller a certificate in form and substance satisfactory to Seller, dated the Closing Date and signed by Buyer to this effect.
| Asset Purchase Agreement |
|---|
| Page 9 |
Section 7.03 No Pending Litigation
There is no pending or threatened claim, proceeding, investigation, or inquiry by any person, governmental body, or authority that seeks to prevent or change the terms of this Agreement or the transaction contemplated by it, to obtain damages in connection with this Agreement or the transaction contemplated by it, or to question the validity or legality of the consummation of the transaction contemplated by this Agreement.
Section 7.04 Consents
Seller and Buyer have received all consents from all third parties necessary to consummate the transactions contemplated by this Agreement.
Section 7.05 Miscellaneous
Seller have received all additional instruments and documents as may reasonably be required by this Agreement, or to consummate the transactions contemplated in this Agreement.
ARTICLE EIGHT
TERMINATION
If for any reason the Closing does not occur by [October 31, 2025, and neither Buyer, on the one hand, nor Seller, on the other hand, is in breach of its respective obligations under this Agreement, then any party may terminate this Agreement and no party will have any further obligation to the others. If the Closing does not occur because of the breach or default by any party to the Agreement, the non-breaching party or parties have the right to pursue all remedies available provided under this Agreement, at law, and in equity, including specific performance or injunctive relief.
ARTICLE NINE
GENERAL PROVISIONS
Section 9.01 Expenses
Except as otherwise specifically provided, each party is responsible for its own fees, costs, and other expenses—including fees for counsel, financial advisors, and accountants—incurred in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated under it.
| Asset Purchase Agreement |
|---|
| Page 10 |
Section 9.02 Survival of Representations, Warranties, and Covenants
The respective representations, warranties, and covenants of Buyer and Seller made in this Agreement or in any certificate or other document delivered under this Agreement, including the obligations of indemnity, will survive the Closing Date and the consummation of the transactions contemplated by this Agreement, despite any examination made by or for the party to whom the representations, warranties, or covenants were made; the knowledge of any officers, directors, employees, or agents of the party; or the acceptance of any certificate or opinion.
Section 9.03 Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section):
| If to Seller | RAC Gadsden LLC<br> <br>100 Biscayne Blvd., #1611<br> <br>Miami, FL 33132<br> <br>Email: fgillen@precheckhealth.com<br> <br>Attn: Frank Gillen, Manager |
|---|
| If to Buyer | My City Builders, Inc.<br> <br>100 Biscayne Blvd., #1611<br> <br>Miami, FL 33132<br> <br>Email: ygoodell@mycitybuilders.com<br> <br>Attn: Yolanda Goodell, Interim CEO |
Section 9.04 Entire Agreement
This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement’s subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties—both written and oral—with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others.
| Asset Purchase Agreement |
|---|
| Page 11 |
Section 9.05 Amendments
No provision of this Agreement may be amended or modified except by a written instrument executed by all parties to this Agreement.
Section 9.06 Multiple Originals; Validity of Copies
This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any Person may rely on a copy of this Agreement that any party to this Agreement certifies to be a true copy to the same effect as if it were an original.
Section 9.07 Governing Law
This Agreement is governed, construed, and administered according to the laws of Alabama, as from time to time amended, and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule (whether of Alabama or any other jurisdiction) that would cause the application of the law of any jurisdiction other than those of Alabama.
Section 9.08 Attorney’s Fees
If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorney’s fees and expenses and court costs.
Section 9.09 No Third-Party Beneficiaries
This Agreement is for the sole benefit of its parties and their respective heirs, executors, administrators, successors, and assigns. Nothing in this Agreement, express or implied, confers any legal or equitable right, benefit, or remedy of any nature whatsoever upon any other person or the creditors of any person.
Section 9.10 Assignment
No party to this Agreement may assign or transfer this Agreement without the prior written consent of all other parties, except in connection with the sale of all or substantially all of Buyer’s assets and properties, or the merger or other reorganization of Buyer. This prohibition of assignment does not prohibit Buyer from taking title to the Acquired Assets in the name of a wholly-owned corporation, limited liability company, or other legal entity, provided that the Buyer provides Seller with sufficient notice prior to the Closing Date.
Section 9.11 Successors
Except as otherwise provided in this Agreement, all provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and permitted assigns of any of the parties to this Agreement.
| Asset Purchase Agreement |
|---|
| Page 12 |
Section 9.12 Modification for Legal Events
If any court of competent jurisdiction determines that any provision or any part of a provision set forth in this Agreement is unenforceable because of its duration or geographic scope, the court has the power to modify the unenforceable provision instead of severing it from this Agreement in its entirety.
Section 9.13 Severability
The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement.
Section 9.14 Further Assurances
The parties agree to provide to each other such further assurances, information, or documentation, or to undertake such further action, including signing and delivering any additional documents, instruments, or conveyances, as the other party may reasonably request for the purpose of carrying out the provisions of, or transactions contemplated, by this Agreement.
ARTICLE TEN
DEFINITIONS AND INTERPRETATION
Section 1.01 Definitions
For purposes of this Agreement, the following terms have the following meanings.
(a) Acquired Assets
Acquired Assets means all assets and properties of Seller described on attached Schedule2.09.
(b) Agreement
Agreement means this Asset Purchase Agreement.
(c) Business
Business is defined in the Background section of this Agreement.
(d) Closing
Closing means the closing of the purchase and sale of the Acquired Assets.
(e) Closing Date
Closing Date means the date the Closing will take place as described in Section 1.01.
(f) Closing Payment
Closing Payment is defined in Section 1.02.
| Asset Purchase Agreement |
|---|
| Page 13 |
(g) Encumbrances
Encumbrances is defined in Section 2.01 and does not include Permitted Encumbrances.
(h) Environmental Laws
Environmental Laws means all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any department, commission, board, bureau, agency, or instrumentality of federal, state, or local government regulating the storage, release, discharge, or emission of any Hazardous Materials into the environment or pertaining to public health and safety, as now in effect.
(i) Financial Statements
Financial Statements means consolidated statements of the income and expenses of Seller for the 12-month period ended , and the consolidated balance sheets of Seller as of such dates.
(j) Hazardous Materials
Hazardous Materials means:
any chemical, compound, material, mixture or substance that is defined or listed in, or otherwise classified under any Environmental Law as a hazardous substance, hazardous material, hazardous waste, infectious waste, toxic substance, toxic pollutant, or any other formulation intended to list, define or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or EP toxicity;
any asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials, or radon; and
any petroleum, natural gas, natural gas liquid, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas).
(k) Inventory
Inventory means Seller’s inventory as described in Section 2.12.
(l) Permitted Encumbrances
Permitted Encumbrances means all of the Encumbrances disclosed on Schedule 2.01
(m) Promissory Note
Promissory Note means the Secured Promissory Note between Buyer and Seller substantially in the form of Exhibit A.
(n) Seller’s Transaction Documents
Seller’s Transaction Documents means the documents described in Section 2.02.
Section 1.02 Interpretation
The following general provisions and rules of construction apply to this Agreement.
The Section headings are for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of any of the provisions of this Agreement. All references to Sections contained in this Agreement refer to the Sections of this Agreement. In this Agreement, the words include, includes, and including mean include without limitation, includes without limitation and including without limitation, respectively. Include, includes, and including are words of illustration and enlargement, not words of limitation or exclusivity. No presumption against any party (or its counsel) exists on the ground that the party (or its counsel) was responsible for preparing this Agreement or any part of it. All pronouns refer to the masculine, feminine, neuter, singular, or plural as the context may require.
[SIGNATURE PAGE TO FOLLOW]
| Asset Purchase Agreement |
|---|
| Page 14 |
IN WITNESS WHEREOF, the undersigned has executed this ASSET PURCHASE AGREEMENT as of the date first written above.
| SELLER: |
|---|
| RAC Gadsden LLC | |
| | Date: |
| Frank Gillen, Manager | | | BUYER: | |
| My City Builders, Inc. | |
| | Date: |
| Yolanda Goodell, Interim CEO | |
| Asset Purchase Agreement |
|---|
| Page 15 |
LIST OF SCHEDULES AND EXHIBITS
| Schedule 2.01 | List of Permitted Encumbrances |
|---|
| Schedule 2.09 | List of Acquired Assets |
| Exhibit A | Form of Promissory Note |
Schedules and Exhibits
SCHEDULE 2.01 LIST OF PERMITTED ENCUMBRANCES
| None |
|---|
| Permitted Encumbrances |
|---|
| 1 |
SCHEDULE 2.09
LIST OF ACQUIRED ASSETS
| The real property with the following descriptions and addresses: |
|---|
PARCEL I:
Lot Number Thirty-Seven (37) in Glendale Subdivision, Glencoe, Alabama, as recorded in Plat Book “C”, Page 375, Probate Office of Etowah County, Alabama.
PARCEL II:
Begin at a pinched pipe marking the Southeast corner of the NE1/4-SW1/4 in Section Nineteen (19), T-12-S, R-7-E; thence along the South line of said forty the following bearings and distances; thence South 89^o^13’43” West 34.76 feet to a 1/2” rebar; thence South 88^o^43’40” West 269.84 feet to a 1/2” rebar capped (CA-497-LS); thence leaving said forty line North 02^o^17’19” West 207.73 feet to a 1/2” rebar capped (CA-497-LS); thence North 61^o^10’44” East 90.38 feet to a 1/2” rebar capped (CA-497-LS); thence N29^o^25’58”W 193.88’ to a 1/2” rebar CAPPED(CA-497-LS), thence North 74^o^55’30” East 215.73 feet to a 3/4” pipe on the Southwesterly R/W of L&N Railroad (100’ R/W); thence along said R/W South 35^o^23’48” East 199.67 feet to a 1/2” pipe on the East line of said forty; thence leaving said R/W and along said forty line South 00^o^55’33” East 306.92 feet to the point of beginning.
The address of Parcel I, above, being at 0 Glenda Ave., Glencoe, AL 32903, and the address of Parcel II, above, being at 702 Chastain Blvd., Gadsden, AL 35901.
| Acquired Assets |
|---|
| 1 |
EXHIBIT A
FORM OF PROMISSORY NOTE
| Form of Promissory Note |
|---|
| 1 |
jrvs_ex992.htm EXHIBIT 99.2
Secured Promissory Note
| $350,000.00 | October 31. 2025 |
|---|
This Secured Promissory Note (“Note”) is between My City Builders, Inc. (“Borrower”) and RAC Gadsden LLC (“Lender”). Borrower promises to pay to Lender the principal amount of $350,000.00 (“Principal”) plus interest at the rate of 9.5% per year (“Interest”). The Principal and Interest are collectively referred to in this Note as the “Obligations”. All payments are payable to Lender in lawful US currency at 100 Biscayne Blvd., #1611, Miami, Florida 33132, or where otherwise designated in writing by Lender.
Payment Terms. The Obligations are due on three years from the date of this Note on October 30, 2028.
Application of Payments. All payments will be applied to payment of Principal, accrued Interest, and any charges and expenses (including reasonable attorney’s fees, if any) in such order as Lender elects, except that payments will be applied to accrued Interest before Principal.
Late Charges. If any payment of Principal or Interest under this Note is past due by 15 days or more, Lender will be entitled to collect, to the extent permitted by applicable law, a late charge in an amount equal to (a) 3% of the payment or (b) any lesser maximum amount permitted under applicable law. All late charges will be deemed liquidated damages and not a penalty.
Related Agreements. This Note is:
| (a) | being signed by Borrower under the provisions of the Asset Purchase Agreement between Borrower and Lender (“Loan Agreement”) dated October 31, 2025, and |
|---|---|
| (b) | secured by the Security Agreement (“Security Agreement”) entered into between Borrower and Lender dated October 31, 2025. |
| The Loan Agreement and the Security Agreement are collectively referred to in this Note as the “Related Agreements”. |
- Default. In this Note, Event of Default means the occurrence of any of the following events or circumstances:
| (a) | The failure of Borrower to make a payment when due under this Note, but subject to any notice or grace period provided for in the Related Agreements for curing a payment default. |
|---|---|
| (b) | The occurrence of a default or event of default under the Related Agreements, but subject to any notice or grace period provided for in the Related Agreements for curing such default or breach. |
| (c) | The failure of Borrower to begin phase 1 construction on the Acquired Assets, as set forth in the Loan Agreement. |
If an Event of Default occurs, Lender may declare all of the Obligations to be immediately due.
Secured Promissory Note
Page 1
Remedies. Upon the occurrence of any Event of Default either, (i) the entire Principal balance of this Note and all accrued and unpaid Interest and costs will at once become due and payable or (ii) Borrower shall return ownership of the Acquired Assets, as defined in the Loan Agreement, to Lender. Lender will be entitled to pursue all rights and remedies available to Lender at law or in equity, regardless of whether Lender has accelerated the indebtedness evidenced by this Note. The failure of Lender to exercise any right with respect to any default will not constitute a waiver of such right. Acceptance by Lender of partial payments or partial performance will not constitute a waiver of Borrower’s obligation to fully and immediately discharge all sums then due and to perform all of Borrower’s covenants and agreements under this Note.
Waivers. Borrower waives presentment for payment, demand, notice of nonpayment (whether at maturity or otherwise), notice of dishonor and protest, and any lack of diligence or delays in collection or enforcement of every kind.
Prepayment. Borrower may prepay all or any portion of the then outstanding Principal without premium or penalty of any kind. Any accrued Interest on the prepaid portion of the Principal must be paid concurrently with the prepayment of the Principal.
Maximum Permissible Interest Rate. No provision of this Note establishes or requires the payment of Interest at a rate in excess of the maximum rate permitted by law. If the Interest required to be paid under this Note exceeds the maximum rate permitted by law, it will automatically be reduced to the maximum rate permitted by law. If any Interest paid exceeds the then applicable legal rate, the excess Interest paid over the maximum amount permitted by law will automatically be applied:
| (a) | to reduce any unpaid costs, |
|---|---|
| (b) | to reduce any accrued and unpaid Interest, and then |
| (c) | to reduce Principal. |
Any remaining balance will be refunded to Borrower.
Secured Promissory Note
Page 2
Costs and Attorney’s Fees. Borrower promises to pay to Lender upon demand all costs of collection, including reasonable attorney’s fees and court costs, incurred by Lender in enforcing and collecting this Note following the occurrence of an Event of Default, whether suit be brought or not, together with interest on costs at the interest rate then applicable under this Note.
Successors and Assigns. The covenants and agreements contained in this Note will bind and inure to the benefit of the parties and their respective heirs, executors, administrators, personal representatives, successors, and assigns. Borrower may not assign or delegate Borrower’s obligations in this Note without Lender’s prior written consent, which may be given or withheld in Lender’s sole and absolute discretion.
Governing Law. This Note and the rights and duties of the parties will be construed and determined in accordance with the laws of the state of Alabama (without giving effect to any choice or conflict of law provisions), and all actions to enforce the provisions of this Note will be brought only in a court of competent jurisdiction in the state of Alabama.
| BORROWER: | |
|---|---|
| My City Builders, Inc. |
| | Date: |
| Yolanda Goodell, Interim CEO | |
Secured Promissory Note
Page 3
jrvs_ex993.htm EXHIBIT 99.3
SECURITY AGREEMENT
This Security Agreement (“Agreement”) between My City Builders, Inc., a Nevada corporation (“Debtor”), and RAC Gadsden LLC, an Alabama limited liability company (“Secured Party”), takes effect on October 31, 2025.
BACKGROUND
Debtor and Secured Party have entered into an Asset Purchase Agreement dated October 31, 2025 (“Acquisition Agreement”).
Under the Acquisition Agreement, Secured Party has agreed to finance $350,000.00 (“Financed Amount”) of the total purchase price payable by Debtor to Secured Party.
To evidence Debtor’s obligation to pay the Financed Amount, Debtor is concurrently signing the Secured Promissory Note (“Note”) dated October 31, 2025 in favor of Secured Party for the Financed Amount.
As security for all of the Obligations (as defined in Section 1.02), Debtor grants to Secured Party a continuing security interest in and lien on the Collateral (as defined in Section 1.01) and any other assets being sold to Debtor under the Acquisition Agreement.
The parties therefore agree as follows.
AGREEMENT
Section 1.01 Grant of Security Interest
As security for the full and timely payment and performance of all of the Obligations, Debtor hereby grants to Secured Party a continuing security interest, lien, and pledge in and on all of Debtor’s right, title, and interest (whether presently existing or later arising and wherever located) in and to the following assets and properties of Debtor (collectively, “Collateral”):
The real property with the following description:
Security Agreement
Page 1
The address of Parcel I, above, being at 0 Glenda Ave., Glencoe, AL 32903, and the address of Parcel II, above, being at 702 Chastain Blvd., Gadsden, AL 35901.
Section 1.02 Obligations
As used in this Agreement, the term Obligations means:
Debtor’s full and timely payment of all financial obligations under the Note, including the full and timely payment of all Principal and Interest (as defined in the Note); and
Debtor’s full and timely payment and performance of all obligations, covenants, agreements, representations, and warranties owing or made to Secured Party under this Agreement.
Section 1.03 Debtor’s Covenants
Until the full and indefeasible payment and performance of the Obligations, Debtor covenants to Secured Party as follows:
(a) Security Interest
Debtor shall at all times maintain or cause to be maintained in favor of Secured Party the security interests granted under this Agreement as valid and first-priority security interests in the Collateral, free and clear of all other security interests, liens, mortgages, and encumbrances of any kind (collectively, “Encumbrances”).
(b) Defense of Collateral
Debtor shall at all times promptly defend or cause to be defended the Collateral and Secured Party’s rights in the Collateral against all third-party claims and Encumbrances.
(c) Taxes and Claims
Debtor shall at all times promptly pay and discharge or cause to be paid and discharged all taxes, assessments, and other charges and claims of any kind imposed upon or relating to the Collateral that could, if unpaid, become an Encumbrance on the Collateral.
Security Agreement
Page 2
(d) Chief Executive Office, Name of Debtor, and Location of Collateral
Debtor shall furnish at least thirty (30) days’ prior written notice to Secured Party of any change in Debtor’s name, chief executive office, or principal residence within the meaning of the Uniform Commercial Code (U.C.C.) of the state of Alabama, and of any change in the location of any Collateral.
(e) Notice of Events
Debtor shall promptly give written notice to Secured Party if an Event of Default (as defined in Section 1.05) occurs.
(f) Payment of Note
Debtor shall promptly pay to Secured Party each financial obligation owing by Debtor under the Note, including the timely payment of all Principal and Interest as it becomes due.
(g) Maintain and Insure Collateral
Debtor shall at all times maintain the Collateral in good condition and repair equal to the condition of the Collateral at the time this Agreement is executed, and will not misuse, abuse, allow deterioration of, waste, or destroy the Collateral or any part thereof, except for ordinary wear and tear resulting from its normal and expected use by Debtor. Debtor will not use or permit any Collateral to be used in violation of any applicable law, rule, or regulation, or any insurance policy covering the Collateral. Secured Party may examine and inspect the Collateral at any reasonable time, wherever located.
Debtor shall maintain adequate hazard insurance covering fire and such other hazards as may be deemed appropriate in amounts at least equal to the unpaid balance of the Note and issued by companies satisfactory to Secured Party with acceptable loss payee clauses in favor of Secured Party. The insurance policy must include a proof of insurance provision requiring written notice to Secured Party prior to cancellation.
(h) Further Assurances
Upon Secured Party’s request, Debtor shall duly sign and deliver at its sole cost and expense, or cause to be signed and delivered at its sole cost and expense, any further documents and take any further actions as may be necessary or desirable, in the reasonable discretion of Secured Party, to carry out the provisions, purposes, and objectives of this Agreement, and to perfect and maintain Secured Party’s security interests granted under this Agreement in and to all of the Collateral, including the signing and delivery of U.C.C. financing statements, continuation statements, and intellectual property mortgages.
Security Agreement
Page 3
Section 1.04 Debtor’s Representations and Warranties
Debtor represents and warrants to Secured Party as follows:
(a) Binding Agreement
This Agreement constitutes Debtor’s valid and legally binding obligation enforceable against Debtor in accordance with its terms.
(b) Due Authorization; No Conflicts or Violations
The execution, delivery, and performance of this Agreement, and the grant of the security interests contemplated in this Agreement, will not:
violate any provision of the articles or bylaws, any law, or any order of any court or other agency of the United States or of any state;
conflict with, result in a breach of, violate any provision of, or constitute a default under, any agreement or instrument to which Debtor is a party or by which Debtor or any of its properties or assets may be bound; or
create or impose any Encumbrance upon the Collateral (other than the security interest granted under this Agreement).
(c) Authorizations
All authorizations, approvals, registrations, or filings from or with any governmental agency or any other person or entity that are required for Debtor’s execution, delivery, or performance of this Agreement have been obtained or made and are in full force and effect.
(d) The Security Interest
This Agreement creates and grants in favor of Secured Party a valid first priority security interest in the Collateral subject to no other Encumbrances.
(e) Fictitious Names; Chief Executive Office
Debtor has not conducted business during the past five calendar years nor is Debtor presently doing business under, any name other than its full legal name set forth on the first page of this Agreement. Debtor’s chief executive office or principal residence (within the meaning of section 9-307 of the U.C.C.) is at the following location:
100 Biscayne Blvd., #1611
Miami, FL 33132
(f) Making of and Survival of Representations and Warranties
Debtor’s representations and warranties made in this Agreement will survive the signing and delivery of this Agreement and the Note.
Section 1.05 Event of Default
In this Agreement, any of the following events is an Event of Default:
Any default by Debtor in the payment, performance, or observance of any obligation, agreement, representation, warranty, or covenant of Debtor in this Agreement or in the Note (including Debtor’s failure to timely pay any installment of Principal or Interest when due under the Note);
Any statement, representation, or warranty by Debtor in this Agreement, in the Note, or furnished by Debtor under this Agreement or the Note that is false or misleading in any respect;
Any person or entity establishing a right in the Collateral that is equal or superior to Secured Party’s interest granted under this Agreement;
Security Agreement
Page 4
Any levy of an attachment, execution, or other writ on all or any part of the Collateral;
Any indication that Debtor has become insolvent;
Each of the following events is an indication that Debtor has become insolvent:
Any petition, voluntary or involuntary, that is made or filed for the appointment of a receiver, trustee, custodian, or liquidator of Debtor or of all or any part of Debtor’s assets;
Debtor becoming unable to, or admitting in writing its inability to, pay its debts as they become due;
Debtor making a general assignment for the benefit of creditors;
Debtor’s adjudication as bankrupt or insolvent;
Any action of any kind, whether voluntary or involuntary, that is taken seeking to subject Debtor to any bankruptcy, reorganization, receivership, liquidation, insolvency, or similar laws, and in the case of any involuntary action, that is not stayed or withdrawn within sixty (60) days of being initiated;
Any action that is taken that would have the effect of dissolving Debtor;
Any action that is taken to effect any of the foregoing;
Section 1.06 Remedies upon Default
If any Event of Default occurs, Secured Party may exercise any one or more of the following rights and remedies:
(a) Right to Enter; Possession
Secured Party may enter the property where the Collateral is located and take possession of the Collateral or demand and receive possession from any person who has possession of the Collateral. Secured Party may (but is not obligated to) take the measures it determines necessary or proper for the care or protection of the Collateral, including the right to remove all or any portion of the Collateral.
With or without taking possession, Secured Party may sell or cause to be sold all or any portion of the Collateral at a public or private sale. Secured Party will determine when any sale is held; whether the Collateral is sold in one or more sales or parcels; the price or prices and other terms as Secured Party determines commercially reasonable (irrespective of the impact any sale may have on the market price of the assets); and whether for cash, on credit, or for future delivery, without assuming any credit risk.
(b) Right to Purchase
Secured Party may purchase any or all of the Collateral being sold at the public or private sale. For the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the assets sold, Secured Party is entitled to use and apply any or all of the Obligations as a credit toward the purchase price payable by Secured Party at the sale.
After the sale, each purchaser, including Secured Party, holds the purchased Collateral free from any claim or right, including any equity of redemption of Debtor. Debtor expressly waives and releases any demand, notice, claim, right, and equity to the extent permitted by law.
Security Agreement
Page 5
(c) Reasonable Notice of Sale
Debtor agrees that, if notice of sale is required by law, reasonable notice is at least 10 business days’ notice of the time and place of any public sale, or the time after which any private sale is to be made. Secured Party is not obligated to sell the Collateral after giving notice of sale. Secured Party may adjourn any public or private sale at any time by announcement at the time and place fixed for the sale. Without further notice, the sale may be made at the time and place to which it was adjourned. Debtor waives any claims against Secured Party arising from a lower price being obtained for any Collateral sold at a private sale than might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree.
In the name of Secured Party, Debtor, or otherwise, Secured Party may
demand, sue for, collect, or receive any money or property at any time payable or receivable on account of, or in exchange for, or make any compromise or settlement it determines desirable with respect to any Collateral (but Secured Party is under no obligation to do so);
extend the time of payment, arrange for payment in installments, or otherwise modify the term of or release any of the Collateral, without incurring responsibility to discharge, discharging, or otherwise affecting any liability of Debtor; and
notify Debtor’s account debtors to make all further payments that are part of the Collateral to Secured Party.
Secured Party is not required to take any steps to preserve any rights against any parties to the Collateral.
Secured Party has all other rights and remedies
granted under this Agreement or any other agreement, instrument, or document with respect to the Collateral;
of a secured party under the U.C.C. in effect in the relevant states;
of a secured party or otherwise under all applicable laws in any jurisdiction (whether foreign or domestic); and
that Secured Party determines necessary or appropriate for the maintenance, preservation, and protection of the Collateral.
Section 1.07 Rights and Remedies Cumulative
No right or remedy conferred upon Secured Party in this Agreement or in any other agreements between Debtor and Secured Party (including the Note and the Acquisition Agreement) will exclude any other right or remedy conferred in these agreements. These rights and remedies are cumulative and do not exclude any right or remedy that Secured Party may otherwise have.
Security Agreement
Page 6
Section 1.08 Application of Proceeds after an Event of Default
After an Event of Default occurs, all income from the Collateral and all proceeds from any realization or sale of the Collateral under this Agreement must be applied against the Obligations in the order Secured Party elects in its sole discretion. Any amounts remaining after these applications must be remitted to Debtor or as a court of competent jurisdiction may otherwise direct.
Section 1.09 Waiver
Debtor is unconditionally liable for each Obligation owing by Debtor under this Agreement. Debtor further acknowledges and agrees that Secured Party may proceed to exercise all or a portion of Secured Party’s rights and remedies under this Agreement against Debtor without first exercising or exhausting its rights and remedies under the Note.
Section 1.10 Power of Attorney
Upon the occurrence and during the continuation of an Event of Default, Debtor irrevocably appoints Secured Party and its designees as Debtor’s true and lawful attorney-in-fact, with full power of substitution, in the name of Secured Party or Debtor, to do all other things necessary or proper to carry out the intention of this Agreement. Debtor ratifies and confirms all actions that Secured Party or its substitutes properly take by virtue of this power of attorney. This power of attorney is coupled with an interest and is therefore irrevocable without the Secured Party’s prior written consent.
Section 1.11 Termination of Security Interest
Upon the indefeasible payment and performance in full of all Obligations, Secured Party, at Debtor’s expense, shall execute and deliver to Debtor all documents reasonably requested by Debtor to evidence the termination of Secured Party’s security interest in the Collateral.
Section 1.12 General Provisions
(a) Notices
Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and will be deemed to have been given
when delivered by hand (with written confirmation of receipt);
when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
on the date sent by facsimile or email (with confirmation of transmission) if sent during recipient’s normal business hours, and on the next business day if sent after the recipient’s normal business hours; or
on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Notice must be sent to the respective parties at the following addresses (or at such other address for a party as is specified in a notice given in accordance with this section):
Security Agreement
Page 7
| If to Debtor: | My City Builders, Inc.<br> <br>100 Biscayne Blvd., #1611<br> <br>Miami, FL 33132<br> <br>Attn: Yolanda Goodell, Interim CEO |
|---|---|
| If to Secured Party: | RAC Gadsden LLC<br> <br>100 Biscayne Blvd., #1611<br> <br>Miami, FL 33132<br> <br>Attn: Frank Gillen, Manager |
(b) Entire Agreement; Modification
This Agreement, the Note, and the Acquisition Agreement constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements and undertakings, both written and oral, with respect to this subject matter. This Agreement does not confer any rights or remedies upon any other person. This Agreement may not be amended or modified except by a written instrument signed by all parties.
(c) Counterparts
This Agreement may be signed in one or more counterparts, each of which when signed is an original but all of which taken together constitute one and the same agreement.
(d) Governing Law; Jurisdiction
The laws of the state of Alabama govern this Agreement, and the parties’ rights and obligations under it, except as to choice of law.
(e) Attorney’s Fees
If any suit is brought by any party to enforce the terms of this Agreement, the prevailing party is entitled to recoup its reasonable attorney’s fees and costs.
(f) Successors in Interest
All provisions of this Agreement bind, inure to the benefit of, and are enforceable by and against the respective heirs, executors, administrators, personal representatives, successors, and assigns of any of the parties to this Agreement.
(g) Interpretation
The section headings are for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of any of the provisions of this Agreement. All references to sections in this Agreement refer to the sections of this Agreement. In this Agreement, the words include, includes, and including mean “include without limitation,” “includes without limitation,” and “including without limitation,” respectively. Include, includes, and including are words of illustration and enlargement, not words of limitation or exclusivity. No presumption against any party (or its counsel) exists on the ground that the party (or its counsel) was responsible for preparing this Agreement or any part of it. All pronouns refer to the masculine, feminine, neuter, singular, or plural as the context may require.
Security Agreement
Page 8
IN WITNESS WHEREOF, the undersigned has executed this SECURITY AGREEMENT as of the date first written above.
| SELLER: | |
|---|---|
| RAC Gadsden LLC |
| | Date: |
| Frank Gillen, Manager | | | BUYER: | | | My City Builders, Inc. | |
| | Date: |
| Yolanda Goodell, Interim CEO | |
Security Agreement
Page 9