BLUE STAR FOODS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
The undersigned, Blue Star Foods Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Blue Star Foods Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the (“Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp.Blue Star Foods Corp. • August 10th, 2023 • Prepared fresh or frozen fish & seafoods • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Star Foods Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 • September 12th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2023, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, by and between BLUE STAR FOODS, CORP., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
BLUE STAR FOODS CORP. Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • November 25th, 2022 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
Blue Star Foods Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp.Blue Star Foods Corp. • September 12th, 2023 • Prepared fresh or frozen fish & seafoods • New York
THIS SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the _____2 anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Star Foods Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 15th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February 10, 2023 (the “Issuance Date”) is between Blue Star Foods Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Registration Rights AgreementRegistration Rights Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of November 8, 2018, among Blue Star Foods Corp., a Delaware corporation (the “Company”) and the persons or entities who have executed counterpart signature page(s) hereto, consisting of the persons or entities identified on Schedule 1 hereto purchasing Series A Convertible Preferred Stock and Warrants (the “Investors”).
INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • November 25th, 2022 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
ContractBlue Star Foods Corp. • July 28th, 2023 • Prepared fresh or frozen fish & seafoods • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 30, 2023, by and between Blue Star Foods Corp., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2023, is entered into by and between Blue Star Foods Corp., a Delaware corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer”).
ContractCommon Stock Purchase Warrant • July 28th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
amended and restated SECURITY AGREEMENTSecurity Agreement • May 31st, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of May 30, 2023, by and between BLUE STAR FOODS CORP., a Delaware corporation (the “Company”) and LIND GLOBAL FUND II LP (the “Secured Party”).
PURCHASE AGREEMENTPurchase Agreement • May 17th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2023, by and between BLUE STAR FOODS, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
LOAN AND SECURITY AGREEMENT BETWEEN ACF FINCO I LP AND JOHN KEELER & CO. INC. (d/b/a Blue Star Foods) Effective Date: August 31, 2016Loan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
This LOAN AND SECURITY AGREEMENT (together with all Schedules and Exhibits hereto, and all amendments, modifications and supplements hereto, and all restatements hereof, from time to time, pursuant to the terms hereof, collectively, this “Agreement”) between ACF FINCO I LP, a Delaware limited partnership (“Lender”), and JOHN KEELER & CO. INC., a Florida corporation doing business as Blue Star Foods (“Borrower”), is dated the date of execution by Lender on the signature page of this Agreement (the “Effective Date”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • January 28th, 2022 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
This PLEDGE AGREEMENT (this “Agreement”) is made as of January 24, 2022, by and between BLUE STAR FOODS CORP., a Delaware corporation (the “Company”) and LIND GLOBAL FUND II LP (the “Secured Party”).
Consulting AgreementConsulting Agreement • August 14th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of July 28, 2023, by and between Blue Star Foods Corp., a Delaware corporation (the “Company”), and Mark Crone (the “Consultant”).
THIS AGREEMENT (in pursuance of the Land Transfer Form Act - Part 2), effective the 1st day of April, 2022 (the “Effective Date”). BETWEEN: Kathryn Joy Atkinson of 2934 Jameson Road, Nanaimo, BC V9R 6W8 herein after referred to as the “Lessor”. AND:...Agreement • April 17th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
WHEREAS The Lessor is the registered owner of the following property in Nanaimo, Province of British Columbia, with Civic Address 2930 Jameson Road, Nanaimo BC V9R 6W8 and legally described as:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
This Subscription Agreement (this “Agreement”), dated as of _____, 2021, has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”), in connection with the private placement offering (the “Offering”), in one or more closings, of up to $1,000,000 of shares (each, a “Share” and, collectively, the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Blue Star Foods Corp., a Delaware corporation (the “Company”), at a purchase price of $2.00 per Share (the “Purchase Price”). In addition, in connection with the Purchaser’s purchase of Shares in the Offering, the Purchaser will receive a three-year warrant, in substantially the form attached hereto as Exhibit A (each, a “Warrant” and, collectively, the “Warrants”), representing the Purchaser’s right to purchase additional shares of the Company’s Common Stock (the “Warrant Shares”) equal to the number of Shares subscribed for by such Purchaser, at an exercise price of $2.00 per share.
INVESTMENT BANKING ENGAGEMENT AGREEMENTInvestment Banking Engagement Agreement • April 15th, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
Newbridge Securities Corporation (“Newbridge”) is pleased to provide Investment Banking and Corporate Advisory services to Blue Star Foods Corp., a Delaware corporation, (the “Company) on the terms and conditions in this letter agreement (the “Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among JOHN KEELER & CO., INC., a Florida corporation, COASTAL PRIDE SEAFOOD, LLC., a Florida limited liability company, COASTAL PRIDE COMPANY, INC., a South Carolina corporation and THE SHAREHOLDERS OF...Agreement and Plan of Merger and Reorganization • December 2nd, 2019 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of November 26, 2019, by and among John Keeler & Co., Inc., a Florida corporation (the “Purchaser”), Coastal Pride Seafood, LLC, a Florida limited liability company (the “Acquisition Subsidiary”), Coastal Pride Company, Inc., a South Carolina corporation (the “Company”), and The Walter F. Lubkin, Jr. Irrevocable Trust dated 1/8/03 (the “Trust”), Walter F. Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John C. Lubkin, (collectively, constituting all of the shareholders of the Company immediately prior to the Merger, the “Sellers” and each a “Seller”). The Purchaser, the Acquisition Subsidiary, the Company and the Sellers are each a “Party” and referred to collectively herein as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • North Carolina
THIS LOAN AND SECURITY AGREEMENT, made and entered into this 31st day of March, 2021, by and among JOHN KEELER & CO. INC., a Florida corporation with its principal place of business at 3000 NW 109 Ave., Miami, FL 33172 (“JKCO”); and COASTAL PRIDE SEAFOOD, LLC, a Florida limited liability company with its principal place of business at 2201 Boundary Street, Suite 306, Beaufort, SC 29902 (“Coastal”, and together with JKCO, each a “Borrower”, and collectively, the “Borrowers”), and LIGHTHOUSE FINANCIAL CORP., a North Carolina corporation, with its principal place of business and mailing address at 925 West Market Street, Greensboro, North Carolina 27401 (hereinafter referred to as (“Lender”);
JOINDER AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 2nd, 2019 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
THIS JOINDER AND SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November 26, 2019, by and among ACF FINCO I LP, a Delaware limited partnership (“Lender”), JOHN KEELER & CO. INC., a Florida corporation doing business as Blue Star Foods (“Existing Borrower”) and COASTAL PRIDE SEAFOOD, LLC, a Florida limited liability company (“New Borrower”; Existing Borrower and New Borrower, each a “Borrower” and collectively, “Borrowers”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of October 16, 2017, by and between ACF FINCO I LP, a Delaware limited partnership (“Lender”), and JOHN KEELER & CO. INC., a Florida corporation doing business as Blue Star Foods (“Borrower”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November 8, 2018, by and between ACF FINCO I LP, a Delaware limited partnership (“Lender”), and JOHN KEELER & CO. INC., a Florida corporation doing business as Blue Star Foods (“Borrower”).
INVESTMENT BANKING ENGAGEMENT AGREEMENTInvestment Banking Engagement Agreement • August 2nd, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
This letter (the “Agreement”) confirms Newbridge Securities Corporation’s (“Newbridge”, “NSC”, “we” or “us”) engagement as the Lead Managing Underwriter for a Registered Securities Offering of up to Five Million USD ($5,000,000) for Blue Star Foods Corp., a Delaware corporation, its subsidiaries, affiliates, beneficiaries, successors, and assigns (collectively, the “Company”), pursuant to a registration statement which will be filed with the U.S. Securities and Exchange Commission (“SEC”) (the “Offering” or the “Transaction”).
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • June 30th, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • British Columbia
This Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”), dated as of June 24, 2021, between BLUE STAR FOODS CORP., a Delaware corporation, (the “Company”), and _______________, an individual, with an address at ______________________________ (“Atkinson”).
LEAK-OUT AGREEMENTLeak-Out Agreement • December 2nd, 2019 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
Reference is hereby made to that certain merger agreement (the “Merger Agreement”), dated even date herewith, by and among John Keeler & Co., Inc., a Florida corporation (the “Purchaser”), Coastal Pride Seafood, LLC a Florida limited liability company (the “Acquisition Subsidiary”), Coastal Pride Company, Inc., a South Carolina corporation (the “Company”), and The Walter F. Lubkin, Jr. Irrevocable Trust dated 1/8/03 (the “Trust”), Walter F. Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John C. Lubkin (collectively, constituting all of the shareholders of the Company immediately prior to the Merger, the “Sellers” and each a “Seller”) pursuant to which, among other things, Purchaser will acquire, all of the outstanding shares of capital stock of the Company (the “Transaction”). As partial consideration therefor, Sellers will receive an aggregate of 795,000 shares (the “Other Consideration Shares”) of common stock, par value $0.0001 per share, of Blue Star Foods Corp., a Del
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Blue Star Foods Corp., a Delaware corporation (the “Company”), of a minimum of $1,000,000 (the “Minimum Offering”) and a maximum of $3,000,000 of Units (as defined below) of the Company’s securities, at a purchase price of $1,000 per Unit (the “Purchase Price”). Each “Unit” shall consist of (i) one share (each, a “Share” and, collectively, the “Shares”) of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”), initially convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion rate of 500-for-1 (a total of 500 shares of Common Stock per Unit) (the “Conversion Rate”), and (ii) a warrant, substantially in the form of Exhibit A hereto (each, a “Warrant” and, colle
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RESERVATION OF RIGHTSLoan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND RESERVATION OF RIGHTS (this “Amendment”) is made and entered into as of November 18, 2016, by and between ACF FINCO I LP, a Delaware limited partnership (“Lender”), and JOHN KEELER & CO. INC., a Florida corporation doing business as Blue Star Foods (“Borrower”).
Loan AmendmentLoan Amendment • May 29th, 2020 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
Loan Amendment (this “Amendment”) dated May 21, 2020 to the Promissory Note dated March 26th, 2019 (the “Promissory Note”) issued by Blue Star Foods Corp., a Delaware corporation (the “Borrower” or the “Company”), to Kenar Overseas Corp, a company registered in Panama (the “Lender”).
LEAK-OUT AGREEMENTLeak-Out Agreement • February 9th, 2022 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Florida
Reference is hereby made to that certain asset purchase agreement (the “Purchase Agreement”), dated February 3, 2022, by and between Coastal Pride Seafood, LLC, a Florida limited liability company (“the “Purchaser”), Gault Seafood, LLC, a South Carolina limited liability company (the “Seller”) and Robert J. Gault II, President of the Seller (“Gault”), pursuant to which, among other things, Purchaser will acquire, certain assets of the Seller (the “Transaction”). As partial consideration therefor, Seller will receive an aggregate of 167,093 shares (the “Shares”) of common stock, par value $0.001 per share, of Blue Star Foods Corp., a Delaware corporation and the parent of the Purchaser (“Blue Star”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.
SECOND LOAN AMENDMENTSecond Loan Amendment • April 29th, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
This Second Loan Amendment (“Second Amendment”) dated April 28, 2021 to the Loan Amendment, dated May 21, 2020 (the “Loan Amendment”) between Blue Star Foods Corp., a Delaware corporation (the “Company”) and Kenar Overseas Corp., a company registered in Panama (“Kenar”).
October 30th, 2020 John Keeler | Chairman / CEO Blue Star Foods Corp.Blue Star Foods Corp. • April 15th, 2021 • Prepared fresh or frozen fish & seafoods
