LOCK-UP AGREEMENT


 


 


Ladies and Gentlemen:


 


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 Blue Star, dated as of November 8, 2018 (the “Merger Agreement”) and that the execution and delivery
of this Letter Agreement (this “Agreement”) by the undersigned are required as a condition to the Closing (as defined
in the Merger Agreement) and the undersigned agrees that it shall benefit from the successful completion of the transactions contemplated
in the Merger Agreement.


 


		1.	In recognition of the benefit that the Merger will confer upon the undersigned, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that during the
period beginning on the date hereof and ending twelve (12) months from the date hereof (the “Lockup Period”),
the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce
any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option
or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or
dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by
any person at any time in the future) (each of the foregoing, a “Transfer”), in excess of 50% of any Company
Securities, beneficially owned, within the meaning of Rule 13d under the Exchange Act, by the undersigned on the date hereof, and
any such permitted sales shall not be complete at a price per share less than $2.20, or (ii) enter into any swap or other agreement
or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company
Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company
Security.



 


		2.	Notwithstanding the foregoing, the undersigned (and any transferee of the undersigned) may transfer
up to 10% of Company Securities beneficially owned by the undersigned to a third party provided that prior to such transfer the
donee or donees agree to be bound by the restrictions set forth herein.



 


		3.	From and after the Lockup Period, the undersigned may not effect a Transfer of more than one-third
of the Company Securities held by the undersigned in any two-month period, and, for the avoidance of doubt, any such transfers
shall not be subject to any minimum price restrictions.



 




    	 	 	 



    	 



    

 


		4.	At any time, and from time to time, after the signing of this Agreement, the undersigned will execute
such additional instruments and take such action as may be reasonably requested by the Company to carry out the intent and purposes
of this Agreement.



 


		5.	This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws.



 


		6.	The restrictions on transfer described in this Agreement are in addition to and cumulative with
any other restrictions on transfer otherwise agreed to by undersigned or to which the Holder is subject to by applicable law.



 


		7.	This Agreement shall be binding upon undersigned, its legal representatives, successors and assigns.



 


		8.	This Agreement may be signed and delivered by facsimile or electronically and such facsimile or
electronically signed and delivered Agreement shall be enforceable. Signature pages from separate identical counterparts may be
combined with the same effect as if the parties signing such signature page had signed the same counterpart.



 


		9.	This Agreement may be modified or waived only by a separate writing signed by each of the parties
hereto expressly so modifying or waiving such agreement.



 


[Signatures appear on following page]


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Agreement as of November 8, 2018.


 


 


Blue Star Foods Corp.


 


 


By: _________________________________


Name: Laura Anthony


Title: Chief Financial Officer


 


 


 


Holder:


 


Holder’s Name: [_____________]


 


 


By: __________________________


Name: [_____________]


 


Address for notices:


 


[_____________]


[_____________]


[_____________]


Attn: [_____________]


Email: [_____________]


 




    	 	 	 



    	 



    

 


SCHEDULE
A


 


Number of Shares of Common
Stock directly owned by Undersigned: [__________]


 








    	 	 	 



    	 



    

 





LOCK-UP
AGREEMENT


 


 


Ladies
and Gentlemen:


 


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 Blue Star, dated as of November 8, 2018 (the “Merger Agreement”)
and that the execution and delivery of this Letter Agreement (this “Agreement”) by the undersigned are required as
a condition to the Closing (as defined in the Merger Agreement) and the undersigned agrees that it shall benefit from the successful
completion of the transactions contemplated in the Merger Agreement.


 


		1.	In
                                         recognition of the benefit that the Merger will confer upon the undersigned, and for
                                         other good and valuable consideration, the receipt and sufficiency of which are hereby
                                         acknowledged, the undersigned agrees that during the period beginning on the date hereof
                                         and ending eighteen (18) months from the date hereof (the “Lockup Period”),
                                         the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract
                                         to sell, hedge, pledge, sell any option or contract to purchase, purchase any option
                                         or contract to sell, grant any option, right or warrant to purchase or sell (or announce
                                         any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or
                                         contract to purchase, purchase of any option or contract of sale, grant of any option,
                                         right or warrant to purchase or other sale or disposition), or otherwise transfer or
                                         dispose of (or enter into any transaction or device that is designed to, or could be
                                         expected to, result in the disposition by any person at any time in the future) (each
                                         of the foregoing, a “Transfer”), in excess of 50% of any Company Securities,
                                         beneficially owned, within the meaning of Rule 13d under the Exchange Act, by the undersigned
                                         on the date hereof and any such permitted sales shall not be complete at a price per
                                         share less than $2.20, or (ii) enter into any swap or other agreement or any transaction
                                         that transfers, in whole or in part, directly or indirectly, the economic consequence
                                         of ownership of any Company Security, whether any such swap or transaction described
                                         in clause (i) or (ii) above is to be settled by delivery of any Company Security.



 


		2.	Notwithstanding
                                         the foregoing, the undersigned (and any transferee of the undersigned) may transfer up
                                         to 10% of Company Securities beneficially owned by the undersigned to non-profit organizations
                                         qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue
                                         Code of 1986, as amended, provided that prior to such transfer the donee or donees agree
                                         to be bound by the restrictions set forth herein.



 


		3.	From
                                         and after the Lockup Period, the undersigned may not effect a Transfer of more than one-third
                                         of the Company Securities held by the undersigned in any two-month period and, for the
                                         avoidance of doubt, any such transfers shall not be subject to any minimum price restrictions.



 


		4.	At
                                         any time, and from time to time, after the signing of this Agreement, the undersigned
                                         will execute such additional instruments and take such action as may be reasonably requested
                                         by the Company to carry out the intent and purposes of this Agreement.



 


		5.	This
                                         Agreement shall be governed by and construed in accordance with the laws of the State
                                         of Delaware without regard to principles of conflicts of laws.



 


		6.	The
                                         restrictions on transfer described in this Agreement are in addition to and cumulative
                                         with any other restrictions on transfer otherwise agreed to by undersigned or to which
                                         the Holder is subject to by applicable law.



 


		7.	This
                                         Agreement shall be binding upon undersigned, its legal representatives, successors and
                                         assigns.



 


		8.	This
                                         Agreement may be signed and delivered by facsimile or electronically and such facsimile
                                         or electronically signed and delivered Agreement shall be enforceable. Signature pages
                                         from separate identical counterparts may be combined with the same effect as if the parties
                                         signing such signature page had signed the same counterpart.



 


		9.	This
                                         Agreement may be modified or waived only by a separate writing signed by each of the
                                         parties hereto expressly so modifying or waiving such agreement.



 


[Signatures
appear on following page]


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Agreement as of November 8, 2018.


 





Blue
Star Foods Corp.





 


By:
_________________________________


Name:
Laura Anthony


Title:
Chief Financial Officer


 


Holder:


 


Holder’s
Name: [_____________]





 


By:
__________________________


Name:
[_____________]


 





Address
for notices:


 


[_____________]


[_____________]


[_____________]


Attn:
[_____________]


Email:
[_____________]


 




    	 	 	 



    	 



    

 


SCHEDULE
A


 


Number
of Shares of Common Stock directly owned by Undersigned: [__________]