Kingfish Holding Corp Sample Contracts
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 24th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
AGREEMENTAgreement • May 28th, 2010 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • Washington
CLASS B COMMON STOCK PURCHASE WARRANT To Purchase 158,562 Shares of Common Stock of OFFLINE CONSULTING, INC.Securities Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to one hundred fifty eight thousand five hundred sixty two shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2007, by and among Offline Consulting, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RECITALSEmployment Agreement • January 15th, 2010 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • Washington
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2007, by and among Offline Consulting, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase 93,938 Shares of Common Stock of OFFLINE CONSULTING, INC.Security Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CYPRESS ADVISERS LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to ninety three thousand nine hundred thirty eight (93,938) shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OFFLINE CONSULTING, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONRegulation S Subscription Agreement • December 7th, 2006 • Offline Consulting Inc • New York
CLASS J COMMON STOCK PURCHASE WARRANT To Purchase 158,562 Shares of Common Stock of OFFLINE CONSULTING, INC.Securities Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VISION OPPORTUNITY MASTER FUND LTD. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the date that is twelve months following the Effectiveness Date (as defined in the Registration Rights Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Offline Consulting, Inc., a Delaware corporation (the “Company”), up to one hundred fifty eight thousand five hundred sixty two shares (the “Warrant Shares”) of Common Stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • March 1st, 2022 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated effective as of September 19, 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.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • Delaware
SHARE EXCHANGE AGREEMENT, dated as of May 18, 2007 (the “Agreement”), by and among OFFLINE CONSULTING, INC., a Delaware corporation (“Purchaser”) and KESSELRING CORPORATION, a Florida corporation, (the “Company”), and each of the shareholders of the Company set forth on the signature page hereof (collectively, the “Sellers”).
OFFLINE CONSULTING, INC. REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONSubscription Agreement • December 7th, 2006 • Offline Consulting Inc • New York
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 31, 2024 (the “Effective Date”) by and among Conch and Shell Holdings, Inc., a Florida corporation (the “Lender”), and 6, LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • December 22nd, 2015 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
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
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2007 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter "Agreement") entered into this 12th day of December, 2007 and made effective as of the 15th day of August 2007, by and between KESSELRING HOLDING CORPORATION, a Delaware Corporation (hereinafter referred to as the "Company") and DOUGLAS P. BADERTSCHER, a Florida resident (hereinafter referred to as “Executive").
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • December 17th, 2014 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs
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.
LOAN MODIFICATION AGREEMENTPromissory Note • December 29th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 24, 2025 (the “Effective Date”) by and among Passing Through, LLC, a Florida limited liability company (the “Lender”), and 6 LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 31, 2024 (the “Effective Date”) by and among the Loriann Marie Toomey Rev. Trust u/a 12/08/03 (the “Lender”), and 6, LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS AMENDMENT (this “Amendment”), dated as of December 31, 2024, by and between Kingfish Holding Corporation, a Delaware corporation (the “Borrower”) and Mr. James K. Toomey (the “Noteholder”) is made to that certain Promissory Note by and between the Borrower and the Noteholder dated as of February 1, 2021 as amended by that certain First Amendment to Promissory Note dated as of December 15, 2023 (the “Note”). Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Note issued by Borrower in favor of Noteholder.
LOAN MODIFICATION AGREEMENTRenewal Note • December 29th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 24, 2025 (the “Effective Date”) by and among Conch and Shell Holdings, Inc., a Florida corporation (the “Lender”), and 6 LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • December 29th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS SECOND AMENDMENT (this “Amendment”), dated as of December 24, 2025, by and between Kingfish Holding Corporation, a Delaware corporation (the “Borrower”) and Mr. James K. Toomey (the “Noteholder”), is made to that certain Promissory Note by and between the Borrower and the Noteholder dated as of March 7, 2022 (the “Original Note”), as amended by that First Amendment to Promissory Note, dated December 23, 2024 (the “First Amendment,” and together with the Original Note, the “Note”). Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Note issued by the Borrower in favor of the Noteholder.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • December 29th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 24, 2025 (the “Effective Date”) by and among Passing Through, LLC, a Florida limited liability company (the “Lender”), and 6 LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 31, 2024 (the “Effective Date”) by and among Passing Through, LLC, a Florida limited liability company (the “Lender”), and 6, LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
LEASE AGREEMENTLease Agreement • April 24th, 2024 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs • Florida
THIS LEASE AGREEMENT (this “Lease”) dated as of April 19, 2024 (the “Effective Date”), is by and between 6 LLC, a Florida limited liability company (“Landlord”), and Renovo Resource Solutions, Inc., a Florida corporation (“Tenant”).
INVESTMENT LETTERInvestment Letter • April 24th, 2024 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
The undersigned (the “Investor”) is a shareholder of Renovo Resource Solutions, Inc., a Florida corporation (the “Company), that has entered into an Agreement and Plan of Merger, dated October 28, 2022 with Kingfish Holding Corporation, a Delaware corporation (“Kingfish”), as amended by the First Amendment to the Agreement and Plan of Merger, dated as of March 31, 2023, by the Second Amendment to the Agreement and Plan of Merger, dated as of August 18, 2023, and by a letter agreement amending the Agreement and Plan of Merger, dated December 15, 2023 (collectively, (the “Merger Agreement”), pursuant to which the Company shall merge with and into Kingfish (the “Merger”) and the Investor will be entitled to receive shares of common stock, par value $0.0001 per share, of Kingfish (“Merger Stock”) in exchange for shares of common stock of the Company, all as set forth in the Merger Agreement. As a condition to the Merger and receipt of the Merger Stock, the Investor is required to enter int
LOAN MODIFICATION AGREEMENTRenewal Note • December 29th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 24, 2025 (the “Effective Date”) by and among the Lori M. Toomey, as Trustee of the Loriann Marie Toomey Rev. Trust u/a 12/08/03 (the “Lender”), and 6 LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”.
December 15, 2023 Renovo Resource Solutions, Inc.Merger Agreement • December 19th, 2023 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
This letter agreement is entered into in connection with that certain Agreement and Plan of Merger, dated as of October 28, 2022 (the “Original Merger Agreement”), as amended by that certain First Amendment to the Merger Agreement, dated as of March 31, 2023 (the “First Amendment”) and that certain Second Amendment to the Merger Agreement, dated as of August 18, 2023 (the “Second Amendment” and collectively, with the First Amendment and the Original Merger Agreement, the “Merger Agreement”), by and between Kingfish Holding Corporation (“Kingfish”) and Renovo Resource Solutions, Inc. (“Renovo” and together with Kingfish the “Parties”) pursuant to which Renovo will merge with an into Kingfish (the “Merger”) with Kingfish being the legal successor. Capitalized terms used in this letter agreement (the “Agreement”) but not defined herein have the meanings given to such terms in the Merger Agreement.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 31, 2024 (the “Effective Date”) by and among Passing Through, LLC, a Florida limited liability company (the “Lender”), and 6, LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
Renovo Resource Solutions, Inc.Merger Agreement • April 24th, 2024 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs • Florida
As you’re aware, Renovo Resource Solutions, Inc. (the “Company”) and Kingfish Holding Corporation (“Kingfish”) entered into an Agreement and Plan of Merger dated October 28, 2022, as amended (the “Merger Agreement”), pursuant to which the Company will be merged into Kingfish (the “Merger”). The Merger is scheduled to close later this month, and, as a result of the Merger, the private business of Renovo will be acquired by a publicly traded corporation. While combining with a public company has benefits, it also comes with increased responsibilities, particularly for members of the Company’s management team, including you. Going forward. the management team will have to answer to new directors and their committees, and to the public company’s stockholders, and the timeliness, accuracy, discipline, and accountability will be more important than ever in all aspects of the business of the Company. Accordingly, it is important that the Company and its management team prepare for this transi
AMENDMENT TO CLASS A COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING CORPORATION (F/K/A OFFLINE CONSULTING, INC.)Class a Common Stock Purchase Warrant Amendment • January 6th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • New York
THIS AMENDMENT TO CLASS A COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING CORPORATION (F/K/A OFFLINE CONSULTING, INC.) (this “Amendment”), dated as of January 1, 2009 is made by and between Kesselring Holding Corporation (f/k/a Offline Consulting, Inc.), a Delaware corporation (the “Issuer”), and the holder (the “Holder”) of that certain Warrant No. A-07-01 issued to the Holder on May 18, 2007, a copy of which is attached hereto as Exhibit A (the “Warrant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 13th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”), is made and entered into as of August 12, 2025 (the “Effective Date”), by and between 6 LLC, a Florida limited liability company (“Landlord”), and Kingfish Holding Corporation, a Delaware corporation (“Tenant”).
AMENDMENT TO CLASS J COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING CORPORATION (F/K/A OFFLINE CONSULTING, INC.)Class J Common Stock Purchase Warrant Amendment • January 6th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • New York
THIS AMENDMENT TO CLASS J COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING CORPORATION (F/K/A OFFLINE CONSULTING, INC.) (this “Amendment”), dated as of January 1, 2009 is made by and between Kesselring Holding Corporation (f/k/a Offline Consulting, Inc.), a Delaware corporation (the “Issuer”), and the holder (the “Holder”) of that certain Warrant No. J-07-01 issued to the Holder on May 18, 2007, a copy of which is attached hereto as Exhibit A (the “Warrant”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN KINGFISH HOLDING CORPORATION AND RENOVO RESOURCE SOLUTIONS, INC. Dated as of October 28, 2022Merger Agreement • October 31st, 2022 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs • Florida
Agreement and Plan of Merger (this “Agreement”) dated as of October28, 2022 by and between Renovo Resource Solutions, Inc., a Florida corporation (the “Company”), and Kingfish Holding Corporation (the “Purchaser”), a Delaware corporation. Certain capitalized terms used in this Agreement are defined in Section 11.01 of this Agreement.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 7th, 2025 • Kingfish Holding Corp • Wholesale-misc durable goods
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is effective as of December 31, 2024 (the “Effective Date”) by and among James K. Toomey (the “Lender”), and 6, LLC, a Florida limited liability company (“6 LLC”), and Kingfish Holding Corporation, a Delaware corporation (“Kingfish” and together with 6 LLC, collectively, the “Borrowers”).
CREDIT AGREEMENT BETWEEN KINGFISH HOLDING CORPORATION as Borrower AND CONCH AND SHELL HOLDINGS, INC. as Lender DATED: OCTOBER 21, 2024Credit Agreement • October 24th, 2024 • Kingfish Holding Corp • Wholesale-misc durable goods • Florida