Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Following Hurricane Milton, Kingfish Holding Corporation (the "Company") has an opportunity to purchase additional inventory from the public at advantageous prices. The Company does not have sufficient cash in order to fully take advantage of this opportunity, which is expected to be available for only for a relatively short period of time, and it has determined that it would be in the best interests of the Company to seek additional funding in order to purchase inventory created as a result of the storm

On October 21, 2024, the Company entered into a credit agreement with Conch and Shell Holdings, Inc., a Florida corporation ("CAS"), with a line of credit in the aggregate amount of $200,000 (the "CAS Credit Agreement") and a credit agreement with 6 LLC, a Florida limited liability company ("6 LLC"), with a line of credit in the aggregate amount of $100,000 (the "6 LLC Credit Agreement" and together with the CAS Credit Agreement, the "Credit Agreements").

Certain directors of the Company own shares in CAS and control 6 LLC. James K. Toomey and Lori M. Toomey, directors of the Company (together the "Toomey Directors") own shares in CAS. The shareholders who received shares in connection with the merger of Renovo Resource Solutions, Inc. with and into the Company, which includes, among others, Randall M. Moritz, director, Keri A. Moritz, director, and the Toomey Directors, control 6 LLC.

Amounts drawn under the Credit Agreements will be used to purchase additional inventory created by Hurricane Milton. On October 21, 2024, the Company drew $100,000 of the $200,000 available under the CAS Agreement and on October 22, 2024, the Company drew the remaining $100,000 available under the CAS Agreement. On October 23, 2024 the Company drew $100,000 (the full amount available) under the 6 LLC Credit Agreement.

The CAS Credit Agreement does not bear any interest expense, but rather provides for a flat fee payment of $500 to CAS, regardless of the amount drawn under such agreement. The CAS Credit Agreement matures on December 20, 2024 and must be repaid in full on that date. Amounts due under the CAS Credit Agreement may be accelerated and be due and payable at CAS' option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the CAS Credit Agreement. If any Event of Default (as defined in the CAS Credit Agreement) exists and is continuing, amounts borrowed pursuant to the CAS Credit Agreement will then bear interest at a rate of 10% per annum.

The 6 LLC Credit Agreement also does not bear any interest expense, but rather provides for a flat fee payment of $250 to 6 LLC, regardless of the amount drawn under such agreement. The 6 LLC Credit Agreement matures on December 20, 2024, and must be repaid in full on that date. Amounts due under the 6 LLC Credit Agreement may be accelerated and be due and payable at 6 LLC's option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the 6 LLC Credit Agreement. If any Event of Default (as defined in the 6 LLC Credit Agreement) exists and is continuing, amounts borrowed pursuant to the 6 LLC Credit Agreement will then bear interest at a rate of 10% per annum.

Under the terms of both the CAS Credit Agreement the 6 LLC Agreement, the Company must first draw down all funds available under the CAS Agreement before any amounts may be drawn under the 6 LLC Credit Agreement

The foregoing description of the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the CAS Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the 6 LLC Credit Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and each of which are incorporated into this Form 8-K by reference.

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