SECOND
AMENDMENT TO LOAN AND SECURITY AGREEMENT 


 


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”).


 


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;


 


WHEREAS,
Events of Default previously occurred under the Loan Agreement, in response to which Lender and Borrower entered into that certain
Forbearance Agreement dated April 4, 2017 (the “Forbearance Agreement”);


 


WHEREAS,
the Forbearance Agreement expired by its terms on May 15, 2017;


 


WHEREAS,
Borrower has requested that Lender waive the Events of Default referenced in the Forbearance Agreement and amend the Loan Agreement;
and


 


WHEREAS,
Lender is willing to waive such Events of Default and 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 3.7 of the Loan Agreement is amended by deleting the second paragraph thereof and by substituting in following in lieu
thereof:


 


If
prior to the fourth (4th) anniversary of the Effective Date (a) Borrower prepays all Obligations outstanding in full pursuant
to the foregoing paragraph, or (b) pursuant to the terms of this Agreement or any other Loan Document, either (i) Lender demands
repayment of the outstanding Obligations in whole or in part, or (ii) repayment of the outstanding Obligations are otherwise accelerated
in whole or in part, then (c) at the time of such prepayment, repayment, demand or acceleration, and in addition to the principal
balance of the Revolving Credit, all accrued and unpaid interest thereon, all fees, costs, expenses and other amounts payable
to Lender in connection with the Revolving Credit, and all other Obligations paid to Lender under this Agreement and the other
Loan Documents, Borrower shall pay liquidated damages to Lender in an amount equal to the Revolving Credit Limit multiplied
by (i) three percent (3.00%) if such prepayment, repayment, demand or acceleration occurs prior to the second (2nd) anniversary
of the Effective Date, (ii) one percent (1.00%) if such prepayment, repayment, demand or acceleration occurs on or after the second
(2nd) anniversary of the Effective Date but prior to the third (3rd) anniversary of the Effective Date, and (iii) one-half of
one percent (0.50%) if such prepayment, repayment, demand or acceleration occurs on or after the third (3rd) anniversary of the
Effective Date but prior to the date that is ten (10) calendar days in advance of the fourth (4th) anniversary of the Effective
Date.


 




    	 	 	 



    	 	 	 



    

 


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


 


	Test
    Date	 	Amount	 
	June 30, 2017	 	$	1,200,000	 
	July 31, 2017	 	$	1,200,000	 
	August 31, 2017	 	$	1,200,000	 
	September 30, 2017	 	$	1,000,000	 
	October 31, 2017	 	$	1,000,000	 
	November 30, 2017	 	$	1,000,000	 
	December 31, 2017	 	$	850,000	 
	January 31, 2018	 	$	850,000	 
	February 28, 2018	 	$	850,000	 
	March 31, 2018	 	$	650,000	 
	April 30, 2018	 	$	650,000	 
	May 31, 2018	 	$	650,000	 
	June 30, 2018	 	$	650,000	 
	July 31, 2018	 	$	550,000	 
	August 31, 2018 and the last day of
    each month thereafter	 	$	450,000	 



 


(c)
The Definitions Schedule to the Loan Agreement is amended by deleting from the definition of “Eligible Receivables”
clause (j) contained therein and by substituting the following in lieu thereof:


 


(j)
any portion of the Eligible Receivables of the Account Debtor and/or its Affiliates exceeds twenty percent (20%) of the total
amount of all Eligible Receivables, then the amount of such excess shall be treated as ineligible; provided, however, such
percentage shall be (i) fifty percent (50%) with respect to US Foods Holding Company and its Affiliates and (ii) thirty percent
(30%) with respect to Performance Food Group Company and its Affiliates;


 


(d)
The Definitions Schedule to the Loan Agreement is further amended by adding to the definition of “Revolving Credit Rate”
the following new sentence at the end of the paragraph immediately following the Pricing Grid in clause (b) thereof:


 


Notwithstanding
the foregoing, at no time shall the Revolving Credit Rate be calculated with reference to Level II or Level III of the Pricing
Grid if, at such time, (A) the balance of prepaid deposits in respect of Borrower’s purchase of Inventory from Bacolod exceeds
$650,000, or (b) the portion of the Borrowing Base consisting of Eligible Receivables owing by US Foods Holding Company and its
Affiliates exceeds forty percent (40%) of the total amount of all Eligible Receivables.


 












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(e)
The Definitions Schedule to the Loan Agreement is further amended by deleting the definition of “Revolving Credit Termination
Date” contained therein and by substituting the following in lieu thereof:


 


“Revolving
Credit Termination Date” means the earliest to occur of (a) the fourth (4th) anniversary of the Effective Date,
(b) the date Lender terminates the Revolving Credit pursuant to Section 9.3(a), and (c) the date on which repayment of
the Revolving Credit, or any portion thereof, becomes immediately due and payable pursuant to Section 9.3(b).


 


(f)
The Revolving Credit Sublimit Schedule to the Loan Agreement is amended by deleting the definition of “L/C Sublimit Borrowing
Capacity” in clause (a)(v) contained under the heading “Letters of Credit Sublimit” and by substituting the
following in lieu thereof:


 


(v)
“L/C Sublimit Borrowing Capacity” means an amount equal to One Million Five Hundred Thousand and 00/100
Dollars ($1,500,000.00); and


 


3.
Limited Waiver of Default. Events of Default have occurred and currently exists under the Loan Agreement as a result
of (a) Borrower’s failure to receive (and to deliver to evidence to Lender of Borrower’s receipt of) the proceeds
of the Additional Specified Subordinated Indebtedness on or before September 30, 2016, as required by Section 7.16(a) of the Loan
Agreement; (b) Borrower’s failure to achieve a Fixed Charge Coverage Ratio of at least 1.10 to 1.00 for the six (6) month
period ending December 31, 2016, the seven (7) month period ending January 31, 2017, the eight (8) month period ending February
28, 2017, and the nine (9) month period ending March 31, 2017, in each case as required under Section 8.21 of the Loan Agreement
(collectively, the “Specified Defaults”). The Specified Defaults are the only Defaults or Events of
Default that exists under the Loan Agreement and the other Loan Documents as of the date hereof. Subject to the satisfaction of
the conditions precedent set forth in Section 9 hereof, Lender hereby waives the Specified Defaults. In no event shall
such waiver be deemed to constitute a waiver of (a) any Default or Event of Default other than the Specified Defaults or (b) Borrower’s
obligation to comply with all of the terms and conditions of the Loan Agreement and the other Loan Documents from and after the
date hereof. Notwithstanding any prior, temporary mutual disregard of the terms of any contracts between the parties, Borrower
hereby agrees that it shall be required strictly to comply with all of the terms of the Loan Documents on and after the date hereof.


 


4.
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.


 


5.
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 June 19, 2017, totaled $7,878,875.98.


 




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6.
Representations and Warranties. Borrower represents and warrants to Lender, to induce Lender to enter into this Amendment,
that (after giving effect to this Amendment) 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.


 


7.
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.


 


8.
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.


 


9.
Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof and limited waiver contained
in Section 3 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 after giving effect to this Amendment;


 


(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 10 hereof.


 


10.
Amendment Fee; Expenses of Lender. In consideration of Lender’s willingness to enter into this Amendment and
waive the Specified Defaults as set forth herein, Borrower agrees to pay to Lender an amendment fee in the amount of $25,000 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.


 


11.
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State
of New York.


 


12.
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


13.
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.


 




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14.
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.


 


15.
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.


 


16.
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.


 


17.
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.


 


18.
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	 


 


[Second
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 Second 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