Registration
Rights Agreement


 


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”).


 


RECITALS:


 


WHEREAS,
the Company has offered and sold to the Investors, in a private placement offering (the “Offering”), units
of securities of the Company (the “Units”), each Unit consisting of (i) one (1) share (each, a “Unit
Share” and. Collectively, the “Unit Shares”) of Series A Convertible Preferred Stock of the Company
(“Series A Preferred Stock”), which is convertible into shares of Common Stock of the Company (each, a “Conversion
Share” and, collectively, the “Conversion Shares”) and (ii) a warrant (each, a “Warrant”
and, collectively, the “Warrants”) to purchase shares of Common Stock of the Company (each, a “Warrant
Share” and, collectively, the “Warrant Shares”), pursuant to that certain Subscription Agreement
entered into by and between the Company and each of the subscribers for the shares of Units set forth on the signature pages affixed
thereto; and


 


WHEREAS,
in connection with the Offering the Company has agreed to enter into a registration rights agreement with each of Investors to
register the Conversion Shares and the Warrant Shares upon the terms and provisions provided for in this Agreement.


 


Now,
Therefore, in consideration of the mutual
promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:


 


1.
Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved
Market” means the OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex.


 


“Blackout
Period” means, with respect to a registration, a period during which the Company, in the good faith judgment of its
board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other
transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial
statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition
of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by
such registration statement, if any, would be seriously detrimental to the Company and its stockholders, in each case commencing
on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers
and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting
in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling
Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume.


 




    	 



    	 



    

 


“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York
are required or authorized to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or
other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization
or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized
under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation
or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the
Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company
own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.


 


“Conversion
Shares” means the shares of Common Stock underlying the Series A Preferred Stock issued to the Investors pursuant to
the Purchase Agreement, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the foregoing.


 


“Effective
Date” means the date of the initial closing of the Offering.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Family
Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or
adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals
together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of
any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of
which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of
the beneficial interests of such trust.


 


“Holder”
means each Investor or any of such Investor’s respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from an Investor or from any Permitted Assignee.


 


“Majority
Holders” means, at any time, Holders of a majority of the Registrable Securities then outstanding.


 




    	2



    	 



    

 


“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with
respect to a limited liability company, its members or former members in accordance with their interest in the limited liability
company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls,
or is under common control with a transferor, or (f) a party to this Agreement.


 


“Piggyback
Registration” means, in any registration of Common Stock referenced in Section 3(b), the right of each Holder to include
the Registrable Securities of such Holder in such registration.


 


The
terms “register,” “registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.


 


“Registrable
Securities” means (a) the Conversion Shares and (b) the Warrant Shares; but, in each case, excluding any otherwise Registrable
Securities that (i) have been sold or otherwise transferred other than to a Permitted Assignee, (ii) may be sold under the Securities
Act without volume limitations either pursuant to Rule 144 of the Securities Act or otherwise during any ninety (90) day period,
or (iii) are at the time subject to an effective registration statement under the Securities Act.


 


“Registration
Statement” means the registration statement that the Company is required to file pursuant to Section 3(a) of this Agreement
to register the Registrable Securities.


 


“Restricted
Holders” means the officers and directors and certain key employees of the Company and certain stockholders of the Company
who have entered into lock-up agreements with the Company pursuant to which such they agree to certain restrictions on the sale
or disposition (including pledge) of the Common Stock held by (or issuable to) them.


 


“Rule
144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule
145” means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Rule
415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented
from time to time, or any similar successor rule that may be promulgated by the Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 




    	3



    	 



    

 


“SEC
Effective Date” means the date the Registration Statement is declared effective by the Commission.


 


“Trading
Day” means any day on which such national securities exchange, the OTC Markets Group or such other securities market
or quotation system, which at the time constitutes the principal securities market for the Common Stock, is open for general trading
of securities.


 


“Warrant
Shares” means the shares of Common Stock issued to the Investors upon exercise of the Warrants, and any shares of Common
Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or
similar event with respect to the foregoing.


 


2.
Term. This Agreement shall terminate with respect to each Holder on the earlier of: (i) the date that is the later of (x)
one year from the SEC Effective Date and (y) the date on which all Registrable Securities held by such Holder are transferred
other than to a Permitted Transferee or may be sold under Rule 144 without volume limitations during any ninety (90) day period;
or (ii) the date otherwise terminated as provided herein.


 


3.
Registration.


 


(a)
Registration on Form S-1. No later than the one hundred twentieth (120) Business Day after the closing of the Offering,
the Company shall file with the Commission a Registration Statement on Form S-1, or any other form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders
of all of the Registrable Securities, and the Company shall use its commercially reasonable efforts to cause such Registration
Statement to be declared effective and to keep such Registration Statement effective for a period of twelve months (12) months
or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Securities and (y) the availability
of Rule 144 for the Holder to sell all of the Registrable Securities without volume limitations within a 90 day period (the “Effectiveness
Period”); provided, however, that the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder, in
any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a
dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting
such registration, qualification or compliance, in each case where it has not already done so. Notwithstanding the foregoing,
in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities
that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of
Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro-rata
basis.


 




    	4



    	 



    

 


(b)
Piggyback Registration. If at any time after the date hereof, the Company shall determine to register for sale for cash
any of its Common Stock, for its own account or for the account of others (other than the Holders), other than (i) a registration
relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities
owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their Family
Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities
Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition,
divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of equity, debt or convertible
debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights
Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of such
registration statement), and shall, subject to Section 3(c), include as a Piggyback Registration all of the Registrable Securities
(including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Staff)
specified in a written request delivered by the Holder thereof within ten (10) calendar days after delivery to the Holder of such
written notice from the Company. However, the Company may, without the consent of such Holders, withdraw such registration statement
prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register
the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with
respect to two (2) qualifying registrations.


 


(c)
Underwriting. If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the
Company shall so advise the Holders as part of the Registration Rights Notice. In that event, the right of any Holder to Piggyback
Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable
Securities through such underwriting shall (together with the Company and any other stockholders of the Company selling their
securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for
such underwriting by the Company or such other selling stockholders, as applicable. Notwithstanding any other provision of this
Section 3(c), if the underwriter or the Company determines that marketing factors require a limitation on the number of shares
of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities
from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect
to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so)
and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting,
if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated
among such Holders as follows:


 


(i)
If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and
underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date
hereof, to all persons exercising piggyback registration rights (including the Holders) who have requested to sell in the registration
on a pro rata basis according to the number of shares requested to be included therein; and


 




    	5



    	 



    

 


(ii)
If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of
the Company, then the number of shares that may be included in the registration and underwriting shall be allocated first to such
selling stockholders who exercised such demand to the extent of their demand registration rights, and then, subject to obligations
and commitments existing as of the date hereof, to the Company and then, subject to obligations and commitments existing as of
the date hereof, to all persons exercising piggyback registration rights (including the Holders) who have requested to sell in
the registration on a pro rata basis according to the number of shares requested to be included therein.


 


No
Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included
in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such
Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. The Registrable
Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however,
that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may
be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer
to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities
pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.


 


(d)
Other Limitations. Notwithstanding the provisions of Section 3(d) above, if (i) the Commission does not declare the Registration
Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement
to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain
Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination
that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule
415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder
of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of the Company
may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, the total number of Registrable Securities
to be registered on behalf of each such Holder.


 


4.
Registration Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the
Registration Statement. At its expense with respect to the Registration Statement, the Company will:


 


(a)
prepare and file with the Commission with respect to the Registrable Securities, a Registration Statement in accordance with Section
3(a) hereof, and use its commercially reasonable efforts to cause such Registration Statement to become effective and to remain
effective for the Effectiveness Period;


 


(b)
if the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution
of any comments to the satisfaction of the Commission;


 




    	6



    	 



    

 


(c)
prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep
such Registration Statement effective during the Effectiveness Period;


 


(d)
furnish, without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number
of copies of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each
amendment and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included
in such Registration Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities
Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents
as such Holder may reasonably require to consummate the disposition of the Registrable Securities owned by such Holder, but only
during the Effectiveness Period;


 


(e)
use its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of
such jurisdictions within the United States as any Holder of Registrable Securities covered by such Registration Statement reasonably
requests and as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the
applicable Registration Statement is deemed effective by the Commission) and do any and all other acts and things necessary to
enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided,
that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general
service of process in any such jurisdiction.


 


(f)
as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of
which requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes
to the Company’s attention, that will after the occurrence of such event cause the prospectus included in such Registration
Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter
prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under
the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or
in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until
the termination of such suspension or Blackout Period;


 


(g)
comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange
Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered
by such Registration Statement;


 




    	7



    	 



    

 


(h)
as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold
pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness
of the Registration Statement;


 


(i)
use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted
on the OTC Markets Group or such other principal securities market or quotation system on which securities of the same class or
series issued by the Company are then listed or traded or quoted;


 


(j)
provide a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;


 


(k)
cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver,
or cause its transfer agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the
Registration Statement within a reasonable time after the delivery of certificates representing the Registrable Securities to
the transfer agent or the Company, as applicable, and enable such certificates to be in such denominations or amounts as the Holders
may reasonably request and registered in such names as the Holders may request;


 


(l)
during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock
or attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit
the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange
Act; and


 


(m)
take all other commercially reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable
Securities pursuant to the Registration Statement during the term of this Agreement.


 


5.
Obligations of the Holders.


 


(a)
Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities
included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder
shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts),
other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


(b)
The holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company, or the
managing underwriter, if any, in connection with the preparation of any registration statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3(a) and/or
3(b) of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities
laws, including a completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Securityholder
Questionnaire”) or any update thereto not later than three (3) Business Days following a request therefore from the
Company.


 




    	8



    	 



    

 


(c)
Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


6.
Registration Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein,
including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying
with applicable securities laws, and the fees and disbursements of counsel for the Company and of its independent accountants;
provided, that, in any underwritten registration, the Company shall have no obligation to pay any underwriting discounts,
selling commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders thereof, which underwriting
discounts, selling commissions and transfer taxes shall be borne by such Holders. Additionally, in an underwritten offering, all
selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount
of shares each is selling in such offering. Except as provided in this Section 6 and Section 8 of this Agreement, the Company
shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.


 


7.
Assignment of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent
of the Company; provided, however, that any Holder may assign its rights under this Agreement without such consent
to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws;
(b) such transferee or assignee agrees in writing to become bound by and subject to the terms of this Agreement; and (c) such
Holder notifies the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee
and identifying the Registrable Securities with respect to which such rights are being transferred or assigned. The Company may
assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.


 




    	9



    	 



    

 


8.
Indemnification.


 


(a)
In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, and each other person,
if any, who controls or is under common control with such Holder within the meaning of Section 15 of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer,
partner or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based
upon any untrue statement of any material fact contained in any registration statement prepared and filed by the Company under
which Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required
to be stated or necessary to make the statements therein in light of the circumstances in which they were made not misleading,
and the Company shall reimburse the Holder, and each such director, officer, partner and controlling person for any legal or any
other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage,
liability, action or proceeding; provided, however, that such indemnity agreement found in this Section 8(a) shall
in no event exceed the net proceeds from the Offering received by the Company; and provided further, that the Company shall
not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon (x) an untrue statement in or omission from such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished by a Holder to the Company for use in the preparation thereof or (y) the failure of a Holder
to comply with the covenants and agreements contained in Section 5 hereof respecting the sale of Registrable Securities; or (ii)
if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the
Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus
(or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities
to such person because of the failure of such Holder to so provide such amended preliminary or final prospectus and the untrue
statement or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final
prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Holders, or any such director, officer, partner or controlling person and shall
survive the transfer of such shares by the Holder.


 


(b)
As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder
agrees to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law,
the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, and each other
person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of a material fact or any omission
of a material fact required to be stated in any registration statement, any preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent that such
untrue statement or omission is included or omitted in reliance upon and in conformity with written information furnished by the
Holder to the Company for use in the preparation thereof, and such Holder shall reimburse the Company, and such Holders, directors,
officers, partners, legal counsel and accountants, persons, underwriters, or control persons, each such director, officer, and
controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action, or proceeding; provided, however, that indemnity obligation
contained in this Section 8(b) shall in no event exceed the amount of the net proceeds received by such Holder as a result of
the sale of such Holder’s Registrable Securities pursuant to such registration statement, except in the case of fraud or
willful misconduct. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.


 




    	10



    	 



    

 


(c)
Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred
to in this Section 8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified
party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses
not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof,
unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend
such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party
shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without
the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of
the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to
the defense of a claim. Each indemnified party shall furnish such information regarding itself or the claim in question as an
indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim
and litigation resulting therefrom.


 


(d)
If an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Sections 8(c) or in the case
of the expense reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and
8(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills
are received or expenses, losses, damages, or liabilities are incurred.


 




    	11



    	 



    

 


(e)
If the indemnification provided for in Section 8(a) or 8(b) is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate
relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by
the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, then in such proportion
as is appropriate to reflect not only the proportionate relative fault of the indemnifying party and the indemnified party, but
also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well
as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such
fraudulent misrepresentation.


 


(f)
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control.


 


(g)
Other Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications) shall
be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification
of securities under any federal or state law or regulation or governmental authority other than the Securities Act.


 


9.
Rule 144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the
Commission that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the
Company agrees: (i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with
the Commission in a timely manner all reports and other documents required to be filed by an issuer of securities registered under
the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish
in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements
of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Holder a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in
availing such Holder of any rule or regulation of the Commission permitting the selling of any such Registrable Securities without
registration and (iv) undertake any additional actions commercially reasonably necessary to maintain the availability of the use
of Rule 144..


 


10.
Independent Nature of Each Purchaser’s Obligations and Rights. The obligations of each Investor are several and not
joint with the obligations of any other Investor, and each Investor shall not be responsible in any way for the performance of
the obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant
hereto, shall be deemed to constitute such Investor as a partnership, an association, a joint venture, or any other kind of entity,
or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Agreement. Each Investor shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to
be joined as an additional party in any proceeding for such purpose.


 




    	12



    	 



    

 


11.
Miscellaneous.


 


(a)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America
and the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial
proceeding brought against either of the parties to this Agreement or any dispute arising out of this Agreement or any matter
related hereto shall be brought in the courts of the State of New York, or in the United States District Court for the Southern
District of State of New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction
of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties
to this Agreement.


 


(b)
Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, Permitted Assignees, executors and administrators of the parties hereto.


 


(c)
No Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date
of this Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted
to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(d)
Entire Agreement. This Agreement and the documents, instruments and other agreements specifically referred to herein or
delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects
hereof.


 


(e)
Notices, etc. All notices, consents, waivers, and other communications which are required or permitted under this Agreement
shall be in writing will be deemed given to a party (a) on the date of delivery, if delivered to the appropriate address by hand
or by nationally recognized overnight courier service (costs prepaid); (b) the date of transmission if sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M.,
New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication
is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day; (c) the date
received or rejected by the addressee, if sent by certified mail, return receipt requested; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished
by the such party,


 




    	13



    	 



    

 


If
to the Company, to:


 


Blue
Star Foods Corp.


c/o
Blue Star Foods


3000
NW 109th Ave.


Miami,
Florida 33172


Attention:
Carlos Faria, CEO


Telephone:
(305) 836-6858


Facsimile:
(305) 836-6859


Email:
cfaria@bluestarfoods.com


 


if
to an Investor, to such Investor at the address set forth on the signature page hereto;


 


or
at such other address as any party shall have furnished to the other parties in writing in accordance with this Section 11(f).


 


(f)
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach
or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default
under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing
and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or
by law or otherwise afforded to any holder, shall be cumulative and not alternative.


 


(g)
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against
the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that
any signature is delivered by facsimile transmission or by e-mail, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature
page were an original thereof.


 


(h)
Severability. In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(i)
Amendments. Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time
to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed
by the Company and the Majority Holders. The Investors acknowledge that by the operation of this Section, the Majority Holders
may have the right and power to diminish or eliminate all rights of the Investors under this Agreement.


 


[COMPANY
SIGNATURE PAGE FOLLOWS]


 




    	14



    	 



    

 


This
Registration Rights Agreement is hereby executed as of the date first above written.


 


	 	BLUE
    STAR FOODS CORP.
	 	 	 
	 	By:	/s/John
    Keeler
	 	Name:	John
    Keeler
	 	Title:	Executive
    Chairman
	 	 	 
	 	INVESTOR
	 	 
	 	Each
    Subscriber’s signature to the Subscription Agreement shall constitute the Subscriber’s Signature to this Registration
    Rights Agreement


 


[Signature
Page to Registration Rights Agreement]


 




    	15



    	 



    

 


Annex
A


 


BLUE
STAR FOODS CORP.


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of Registrable Securities of Blue Star Foods Corp., a Delaware corporation (the “Company”),
understands that the Company has filed or intends to file with the U.S. Securities and Exchange Commission a registration statement
(the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933,
as amended, of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from
the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling security holder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling security holder in the Registration Statement and the related
prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.
Name:


 


	 	(a)	Full
    Legal Name of Selling Securityholder
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full
    Legal Name of Registered Holder (holder of record) (if not the same as (a) above) through which Registrable Securities are
    held:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(c)	If
    you are not a natural person, full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
    alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 
	 	 	 


 




    	 



    	 



    

 


2.
Address for Notices to Selling Securityholder:


 


	 
	 
	 
	Telephone:__________________________________
    Fax: _________________________________________________
	Email:	                                                                                                                                                                                                                    
	Contact
    Person: __________________________________________________________________________________


 


3.
Broker-Dealer Status:


 


	 	(a)	Are
    you a broker-dealer?


 


	Yes
    [  ]	No
    [  ]


 


	 	(b)	If
    “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
    to the Company?


 


	Yes
    [  ]	No
    [  ]


 


	 	Note:	If
    “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.
	 	 	 
	 	(c)	Are
    you an affiliate of a broker-dealer?


 


	Yes
    [  ]	No
    [  ]


 


	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course
    of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
    directly or indirectly, with any person to distribute the Registrable Securities?


 


	Yes
    [  ]	No
    [  ]


 


	 	Note:	If
    “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.


 




    	2



    	 



    

 


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder:


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company.


 


(a)
Please list the type (common stock, warrants, etc.) and amount of all securities of the Company (including any Registrable Securities)
beneficially owned1 by the Selling Securityholder:


 


	 
	 


 


5.
Relationships with the Company:


 


Except
as set forth below, neither you nor (if you are a natural person) any member of your immediate family, nor (if you are not a natural
person) any of your affiliates2, officers, directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 
	 


 


 


	1	Beneficially
    Owned: A “beneficial owner” of a security includes any person who, directly or indirectly, through any
    contract, arrangement, understanding, relationship or otherwise has or shares (i) voting power, including the
    power to direct the voting of such security, or (ii) investment power, including the power to dispose
    of, or direct the disposition of, such security. In addition, a person is deemed to have “beneficial ownership”
    of a security of which such person has the right to acquire beneficial ownership at any time within 60 days, including, but
    not limited to, any right to acquire such security: (i) through the exercise of any option, warrant or right, (ii) through
    the conversion of any security or (iii) pursuant to the power to revoke, or the automatic termination of, a trust, discretionary
    account or similar arrangement.
	 	 
	 	It
    is possible that a security may have more than one “beneficial owner,” such as a trust, with two co-trustees sharing
    voting power, and the settlor or another third party having investment power, in which case each of the three would be the
    “beneficial owner” of the securities in the trust. The power to vote or direct the voting, or to invest or dispose
    of, or direct the investment or disposition of, a security may be indirect and arise from legal, economic, contractual or
    other rights, and the determination of beneficial ownership depends upon who ultimately possesses or shares the power to direct
    the voting or the disposition of the security.
	 	 
	 	The
    final determination of the existence of beneficial ownership depends upon the facts of each case. You may, if you believe
    the facts warrant it, disclaim beneficial ownership of securities that might otherwise be considered “beneficially owned”
    by you.
	 	 
	2	Affiliate:
    An “affiliate” is a company or person that directly, or indirectly through one or more intermediaries, controls
    you, or is controlled by you, or is under common control with you.


 




    	3



    	 



    

 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Selling Securityholder Notice and Questionnaire to be
executed and delivered either in person or by its duly authorized agent.


 


	BENEFICIAL
    OWNER (individual)	 	BENEFICIAL
    OWNER (entity)
	 	 	 
	 	 	 
	Signature	 	Name
    of Entity
	 	 	 
	 	 	 
	Print
    Name	 	Signature
	 	 	 
	 	 	Print Name: 	                                          
	Signature
    (if Joint Tenants or Tenants in Common)	 	 
	 	 	Title: __________________________________________


 


PLEASE
E-MAIL OR FAX A COPY OF THE COMPLETED AND EXECUTED SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY
OVERNIGHT MAIL, TO:


 


Crone
Law Group, P.C.


830
Third Avenue, 5th Floor


New
York, NY 10022


Attention:
Eric C. Mendelson


Telephone:
(646) 278-0886


Facsimile:
(212) 840-8560


E-Mail:
emendelson@cronelawgroup.com


 



    	4