THIRD
AMENDMENT TO LOAN AND SECURITY AGREEMENT 


 


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”).


 


Recitals:


 


WHEREAS,
Lender and Borrower are parties to a certain Loan and Security Agreement dated as of August 31, 2016 (as at any time amended,
restated, supplemented or otherwise modified, the “Loan Agreement”), pursuant to which Lender has made
certain revolving credit loans to Borrower; and


 


WHEREAS,
Lender and Borrower desire to amend the Loan Agreement on the terms and subject to the conditions as hereinafter set forth.


 


NOW,
THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which
are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.
Definitions. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings
ascribed to such terms in the Loan Agreement.


 





2.
Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows


 


(a)
Section 8.19(b) of the Loan Agreement is amended by deleting such Section and substituting the following in lieu thereof:


 


(b)
Maintain a balance of prepaid deposits in respect of Borrower’s purchase of Inventory from Bacolod that is equal to or exceeds
$1,200,000 at all times.


 


(b)
The Definitions Schedule to the Loan Agreement is amended by deleting the definition of “Borrowing Base” contained
therein and by substituting the following in lieu thereof:


 


“Borrowing
Base” means, at any time, an amount equal to:


 


(a)
an amount not to exceed eighty-five percent (85%) of the aggregate amount of Eligible Receivables at such time; plus


 


(b)
the least of (i) $10,000,000, (ii) seventy-five percent (75%) of the Value of Eligible Inventory at such time, and (iii) eighty-five
percent (85%) of the NOLV of Eligible Inventory, less


 


(c)
the aggregate amount of all Reserves (including, without limitation, the L/C Exposure Reserve) in effect at such time;


 


provided,
however, that the portion of the Borrowing Base calculated on any date with reference to (I) Eligible Inventory shall not
exceed seventy-five percent (75%) of the total Borrowing Base, and (II) Eligible In-Transit Inventory shall not exceed $5,000,000.


 




    	 



    	 



    


 


(c)
The Definitions Schedule to the Loan Agreement is further amended by deleting from the definition of “Revolving Credit Rate”
contained therein the last sentence at the end of the paragraph immediately following the Pricing Grid in clause (b) thereof (which
sentence was previously added to clause (b) pursuant to that certain Second Amendment to Loan and Security Agreement dated as
of June 19, 2017, between Lender and Borrower).


 


3.
Ratification and Reaffirmation. Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents
and all of Borrower’s covenants, duties, indebtedness and liabilities under the Loan Documents.


 


4.
Acknowledgments and Stipulations. Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents
executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance
with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent
there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by Borrower); the security
interests and liens granted by Borrower in favor of Lender are duly perfected, first priority security interests and liens; and
the unpaid principal amount of the Loans on and as of October 16, 2017, totaled $10,188,483.55.


 


5.
Representations and Warranties. Borrower represents and warrants to Lender, to induce Lender to enter into this Amendment,
that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have
been duly authorized by all requisite corporate action on the part of Borrower and this Amendment has been duly executed and delivered
by Borrower; and all of the representations and warranties made by Borrower in the Loan Agreement are true and correct on and
as of the date hereof, except to the extent such representations and warranties were specific to a prior date, in which case,
such representations and warranties were true and correct on and as of such prior date.


 


6.
Reference to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this
Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Loan Agreement, as amended
by this Amendment.


 


7.
Breach of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty
or covenant herein shall constitute an Event of Default.


 


8.
Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof are subject to the satisfaction
of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically
waived in writing by Lender:


 


(a)
Lender shall have received a counterpart of this Amendment duly executed by Borrower and acknowledged by Guarantor;


 


(b)
No Default or Event of Default shall exist;


 


(c)
Lender shall have received such other documents, instruments and agreements as Lender may require; and


 


(d)
Borrower shall have paid to Lender the amendment fee referenced in Section 9 hereof.


 




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9.
Amendment Fee; Expenses of Lender. In consideration of Lender’s willingness to enter into this Amendment, Borrower
agrees to pay to Lender an amendment fee in the amount of $20,000 in immediately available funds on the date hereof. Such fee
shall be fully earned when due and non-refundable when paid and Borrower shall be deemed to have requested a Loan for the direct
payment of such fee. Borrower also agrees to pay, on demand, all costs and expenses incurred by Lender in connection with
the preparation, negotiation and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and
all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Lender’s legal
counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein
or contemplated hereby.


 


10.
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State
of New York.


 


11.
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


12.
No Novation, etc. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend
or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and
effect. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and
the Loan Agreement as herein modified shall continue in full force and effect.


 


13.
Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts and by different parties
to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts
shall constitute one and the same agreement. Any signature delivered by a party by facsimile or other electronic transmission
shall be deemed to be an original signature hereto.


 


14.
Further Assurances. Borrower agrees to take such further actions as Lender shall reasonably request from time to time
in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.


 


15.
Section Titles. Section titles and references used in this Amendment shall be without substantive meaning or content
of any kind whatsoever and are not a part of the agreements among the parties hereto.


 


16.
Release of Claims. To induce Lender to enter into this Amendment, Borrower hereby releases, acquits and forever discharges
Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims,
demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed,
at law or in equity, or known or unknown, that Borrower now has or ever had against Lender arising under or in connection with
any of the Loan Documents or otherwise. Borrower represents and warrants to Lender that Borrower has not transferred or assigned
to any Person any claim that Borrower ever had or claimed to have against Lender.


 


17.
Waiver of Jury Trial. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right
to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.


 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized
officers as of the date first written above.


 


LENDER:


 


	ACF
    FINCO I LP
	 	 	 
	By:
    	/s/
    John Nooney	 
	Name:	John
    Nooney	 
	Its:	Managing
    Director	 


 


BORROWER:


 


	JOHN
    KEELER & CO. INC.	 
	 	 	 
	By:	/s/
    John Keeler 	 
	Name:	John
    Keeler 	 
	Its:	CEO
    	 


 


[Third
Amendment to Loan and Security Agreement]


 










    	 



    	 



    


 


CONSENT
AND REAFFIRMATION


 


The
undersigned guarantor of the Obligations of Borrower at any time owing to Lender hereby (i) acknowledges receipt of a copy of
the foregoing Third Amendment to Loan and Security Agreement (the “Amendment”); (ii) consents to Borrower’s
execution and delivery thereof; (iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall modify in
any respect whatsoever its guaranty of the Obligations and reaffirms that such guaranty is and shall remain in full force and
effect; and (v) hereby releases, acquits and forever discharges Lender, and all officers, directors, agents, employees, successors
and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there
be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that Guarantor now
has or ever had against Lender arising under or in connection with such guaranty, any of the Loan Documents or otherwise.


 


IN
WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as of the date of the Amendment.


 





		/s/
    John Keeler
	 	JOHN
    R. KEELER