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
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.
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
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.
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”).
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.
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
BUSINESS STRATEGIC AGREEMENTBusiness Strategic Agreement • December 7th, 2006 • Offline Consulting Inc • New York
BUSINESS STRATEGIC AGREEMENT (this “Agreement”), dated as of May 30, 2006, between Offline Consulting, Inc., a Delaware corporation (“we” or “us”), and Successfulhosting.com, Inc., a Delaware corporation (“you”).
KESSELRING HOLDING CORPORATION WARRANT Original Issue Date: September 15, 2009Warrant Agreement • September 29th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs • Florida
THIS CERTIFIES THAT, FOR VALUE RECEIVED, __________ or its registered assigns (“Holder”) is entitled to purchase, on the terms and conditions hereinafter set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the 10th anniversary of the Original Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the next succeeding day on which the Company is open for business (such date is the “Expiration Date”), but not thereafter, to purchase an amount of shares of the Common Stock, par value $0.0001 (the “Common Stock”), of Kesselring Holding Corporation, a Delaware corporation (the “Company”), equal to ________ (________) shares of Common Stock of the Company at the time (and after giving effect to) the exercise of the Warrant for an aggregate price equal to one cent ($0.01) per share (the “Exercise Price”) for all of the Warrant Shares as defined below. Each share of Common S
BRIDGE LOAN February 20, 2017Bridge Loan • April 24th, 2024 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • February 13th, 2015 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
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”).
CONVERSION AGREEMENTConversion Agreement • November 20th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs
THIS CONVERSION AGREEMENT, dated as of November 20, 2009 is made by and between KESSELRING HOLDING CORPORATION, Inc., a Delaware corporation (“Company”), and Southtech Solutions, Inc., a consultant of the Company (“Consultant”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 29th, 2009 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs
This Consulting Services Agreement (the “Agreement”) is made and entered into as of the 15th day of September 2009, by and between Searchlight Partners, LLC, a Florida limited liability company (“Consultant”) and Kesselring Holding Corporation, a Delaware corporation and its successors-in-interest (“Client”).
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto and KINGFISH HOLDING CORPORATION Dated as of April 19, 2024Registration Rights Agreement • April 24th, 2024 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs • Florida
This Registration Rights Agreement, dated as of April 19, 2024 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Kingfish Holding Corporation, a Delaware corporation (the “Company”) and the Persons listed on the Signature Page of this Agreement (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
AGREEMENT AND RELEASEAgreement and Release • May 21st, 2007 • Offline Consulting Inc • Services-miscellaneous business services • New York
This Agreement (the “Agreement”) is dated May 18, 2007 and is made by and between Offline Consulting, Inc. (the “Company”), on one hand, and Allese Capital LLC (“AC”) and Marcello Trebitsch (“MT” and collectively with AC, “Affiliate”), on the other hand.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 3rd, 2023 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs
First Amendment to Agreement and Plan of Merger (this “First Amendment”), dated as of March 31, 2023 by and between Renovo Resource Solutions, Inc., a Florida corporation (the “Company”), and Kingfish Holding Corporation (the “Purchaser”), a Delaware corporation.
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 October 24, 2014 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the “Company”), and James K. Toomey, an individual with his business addressa 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.
PROMISSORY NOTEPromissory Note • October 31st, 2022 • Kingfish Holding Corp • General bldg contractors - nonresidential bldgs • Florida
FOR VALUE RECEIVED, Kingfish Holding Corporation, a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Renovo Resource Solutions Inc., a Florida corporation (the “Noteholder”) the principal amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).
AGREEMENT AND RELEASE OF CLAIMSRelease Agreement • October 5th, 2007 • Kesselring Holding Corporation. • General bldg contractors - nonresidential bldgs
This AGREEMENT AND RELEASE OF CLAIMS (hereinafter referred to as “Agreement” or Release”) is entered this 4th day of October, 2007, by and between Kesslering Corporation (“Employer” or “the Corporation”) and Laura Camisa, (“Employee”). In consideration of the promises and commitments made in this Release, including the payment of amounts in excess of amounts otherwise owed to Employee, and which are valued at greater than $10.00, the sufficiency and fairness of which is hereby acknowledged, the Corporation and Employee agree as follows:
