Blue Star Foods Corp. Sample Contracts

SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp.
Common Stock Purchase Warrant • September 12th, 2023 • Blue Star Foods Corp. • 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).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

BLUE STAR FOODS CORP. Common Stock ($0.0001 par value per share) Sales Agreement
Sales 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:

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp.
Pre-Funded Common Stock Purchase Warrant • August 24th, 2023 • Blue Star Foods Corp. • 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 12, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation (the “Company”), and [ ], a [ ] company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities 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”).

AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • May 8th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York

Blue Star Foods Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp.
Placement Agent Common Stock Purchase Warrant • August 24th, 2023 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York

THIS PLACEMENT AGENT 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 _____2 (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). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and [ ], dated as of [ ], 2023.

WARRANT AGENT AGREEMENT
Warrant 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”).

Blue Star Foods Corp 800,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2021 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York

Newbridge Securities Corporation 1200 North Federal Highway Suite 400 Boca Raton, FL 33432 As Representative of the Several underwriters, if any, named in Schedule I hereto

INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • November 25th, 2022 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • New York
BLUE STAR FOODS CORP. UNDERWRITING AGREEMENT
Underwriting 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:

Registration Rights Agreement
Registration 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”).

Contract
Warrant Agreement • 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.

SECURITIES PURCHASE AGREEMENT
Securities 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 AGREEMENT
Securities 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”).

Contract
Note Agreement • July 28th, 2023 • Blue Star Foods Corp. • 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.

amended and restated SECURITY AGREEMENT
Security 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Wyoming

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August [ ], 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”), and [ ], a [ ] company, with its address at 66 West Flagler Street, Suite 900 #2292, Miami, FL 33130 (the “Buyer”).

PURCHASE AGREEMENT
Purchase 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”).

SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT
Subordinated Business Loan and Security Agreement • August 12th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Virginia

THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 25, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company(“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and BLUE STAR FOODS CORP., (“BSFC”) A Domestic Delaware Corporation. (“Parent”) and its subsidiaries, JOHN KEELER & CO. INC.,(“JKNC”) A Domestic Florida Corporation., and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly and severally, (“Borrower”), and provides

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 6th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

LOAN AND SECURITY AGREEMENT BETWEEN ACF FINCO I LP AND JOHN KEELER & CO. INC. (d/b/a Blue Star Foods) Effective Date: August 31, 2016
Loan 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”).

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STOCK PLEDGE AGREEMENT
Stock 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 Agreement
Consulting 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:...
Lease 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 AGREEMENT
Subscription 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 AGREEMENT
Investment 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”).

MASTER Software DEVELOPMENT AGREEMENT
Master Software Development Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • Delhi

This Master Development Agreement, is made as of this 6th day of February, 2017 (the “Effective Date”), by and between, M/s Blue Star Foods(hereinafter referred as “Customer”), existing under the laws of United States of America,and having its registered office at 3000 NW 109th Avenue Miami, FL. 33172 USA. and Claritus Management Consulting Pvt. Ltd. a Company incorporated under the Indian Companies Act, 1956, having its registered office at B-18, Lajpat Nagar-III, New Delhi-110024, with its principal place of business at A-27C, 2nd Floor, Sector 16, Noida, U.P., India (“Developer”).

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...
Merger Agreement • 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 AGREEMENT
Loan 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 AGREEMENT
Loan 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”).

WAIVER AND ACKNOWLEDGEMENT AGREEMENT
Waiver and Acknowledgement Agreement • August 6th, 2024 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods

THIS WAIVER AND ACKNOWLEDGEMENT AGREEMENT (the “Agreement”) is made as of August 3, 2024 (the “Effective Date”), by and between Lind Global Fund II LP, a Delaware limited partnership (the “Holder”), and Blue Star Foods Corp., a Delaware corporation (the “Company,” with the Holder, each individually referred to herein as a “Party” and together as the “Parties”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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 AGREEMENT
Loan 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 AGREEMENT
Investment 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”).

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