Kesselring Holding Corporation. Sample Contracts

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (August 11th, 2016)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of August 10, 2016 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (August 11th, 2016)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of August 10, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (May 20th, 2016)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of May 18, 2016 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (May 20th, 2016)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of May 18, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – FIRST AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 22nd, 2015)

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this "First Amended and Restated Amendment"), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015 (the "Original Purchase Agreement"). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and Rest

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 9 issued under the Original Purchase Agreement.

Kingfish Holding Corp – FIRST AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 22nd, 2015)

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this "First Amended and Restated Amendment"), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015 (the "Original Purchase Agreement"). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of December 15, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 8 issued under the Original Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 5 issued under the Original Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 4 issued under the Original Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 6 issued under the Original Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of dated as of February 10, 2015, as amended by theFirst Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 10 issued under the Original Purchase Agreement.

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the "Purchase Agreement") dated as of May 13, 2015, as amended by theFirst Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 12 issued under the Original Purchase Agreement

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement, dated as of October 24, 2014, as amended and restated by theSecond Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 7 issued under the Original Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 22nd, 2015)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of December 15, 2015 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 22nd, 2015)

SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Second Amended and Restated Amendment"), effective as December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (formerly Kesselring Holding Corporation, the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This Second Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014 (the "Original Purchase Agreement"), as amended by First Amendment to Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015 (the "First Amended Purchase Agreement"), as further amended in Section 4.5 of the Convertible Promissory Note Purchase Agreement by and between the Company and the Investor, effective as of May 13, 2015 (the

Kingfish Holding Corp – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the "Purchase Agreement") dated as of May 13, 2015, as amended by theFirst Amendment and Restatement of Convertible Promissory Note Purchase Agreement, dated as of December 15, 2015, by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement. This Note amends, restates in its entirety, and supersedes the prior Convertible Promissory Note No. 11 issued under the Original Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 22nd, 2015)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of December 15, 2015 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (December 22nd, 2015)

This Note is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (the "Purchase Agreement") dated as of December 15, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (May 15th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of May 13, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (May 15th, 2015)

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of May 13, 2015 is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (May 15th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of May 13, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (February 13th, 2015)

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of February 10, 2015 is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kingfish Holding Corp – CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of February 10, 2015 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (February 13th, 2015)

First Amendment to Convertible Promissory Note Purchase Agreement (this “First Amendment”), effective as of January 12, 2015, is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”).

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kingfish Holding Corp – AMENDED CONVERTIBLE PROMISSORY NOTE (February 13th, 2015)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kesselring Holding Corporation. – CONVERTIBLE PROMISSORY NOTE (December 17th, 2014)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of October 24, 2014 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

Kesselring Holding Corporation. – CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (December 17th, 2014)

Convertible Promissory Note Purchase Agreement (this “Agreement”), effective as of February 20, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the “Investor”). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kesselring Holding Corporation. – CONVERTIBLE PROMISSORY NOTE (December 17th, 2014)

This convertible promissory note (the “Note”) is issued pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “Purchase Agreement”) dated as of February 20, 2013 by and between the Company and the Payee. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.