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”).
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”).
MASTER Software DEVELOPMENT AGREEMENTMaster 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”).
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”).
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”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 19, 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”).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS AMENDMENT (this “Amendment”) is made as of November 18, 2018, by and between Blue Star Foods Corp., a Delaware corporation (the “Company”), and the Purchasers set forth on the signature pages affixed hereto (individually, a “Purchaser” or collectively, the “Purchasers”).
ContractLease Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks
THIS AGREEMENT, Entered into this 1ST day of May, 2001 between JOHN KEELER REAL ESTATEHOLDINGS, INC. Hereinafter called the Lessor, party of the first part, and JOHN KEELER & CO., INC., and of the County of Miami Dade and State of Florida hereinafter called the Lessee or Tenant, party of the second part:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of June 19, 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”).
PATENT SECURITY AGREEMENTPatent Security Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • New York
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of August 31, 2016 is made between John Keeler & Co. Inc., a Florida corporation doing business as Blue Star Foods (“Borrower”), and ACF FINCO I LP, a Delaware limited partnership with a place of business at 560 White Plains Road, 4th Floor, Suite 400, Tarrytown, New York 10591 (“Lender”).
Agreement and Plan of Merger and ReorganizationMerger Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of November 8, 2018 (the “Effective Date”), by and among Blue Star Foods Corp. (formerly A.G. Acquisition Group II, Inc.), a Delaware corporation (the “Parent”), Blue Star Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), John Keeler & Co., Inc. d/b/a Blue Star Foods, a Florida corporation (the “Company”), and John R. Keeler, the sole stockholder of the Company (the “Company Stockholder”), for the limited purposes as set forth herein. The Parent, Merger Sub, the Company and the Company Stockholder may be collectively referred to herein as the “Parties” and individually as a “Party.”)
LOCK-UP AGREEMENTLock-Up Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • Delaware
The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock as more fully described on Schedule A hereto (each, a “Company Security”) of Blue Star Foods Corp., a Delaware corporation (the “Company”). Except as set forth on Schedule A hereto, the undersigned does not control, or own, beneficially or otherwise nor have the right to acquire any other Company Security. Beneficial ownership includes but shall not be limited to the manner same is calculated pursuant to Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The undersigned understands that the Company is undertaking a merger transaction (the “Merger”) with John Keeler & Co. Inc. d/b/a Blue Star Foods, a Florida corporation (“Blue Star”), pursuant to a Merger Agreement, by and between the Company, Blue Star Acquisition, Inc. a Florida corporation and a wholly owned subsidiary of the Company, and the shareholders of
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • Florida
THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (“Settlement Agreement”) is made as of _______________, 2018, by and among John Keeler & Co., Inc. d/b/a Blue Star Foods, a Florida corporation with an address at 3000 NW 109th Ave., Miami, Florida 33172 (the “Company”), and _____________________________, with an address at ________________________________________ (“the “Investor”). The foregoing parties are sometimes referred to hereinafter collectively as the “Parties” and each, individually, as a “Party”.
STOCK REDEMPTION AGREEMENT Blue Star Foods Corp. (formerly known as AG Acquisition Group II, Inc.) - __________________ – _________ shares) Dated as of November 4, 2018Stock Redemption Agreement • November 14th, 2018 • Blue Star Foods Corp. • Blank checks • Delaware
This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Blue Star Foods Corp. (formerly known as AG Acquisition Group II, Inc.), a Delaware corporation (“AGAG”) and _____________________________(“Shareholder”).
