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.”
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”).
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
ContractConvertible Promissory Note • December 2nd, 2019 • Blue Star Foods Corp. • Prepared fresh or frozen fish & seafoods
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED 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 OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
