Exhibit
4.1


 


PROMISSORY
NOTE


 


	$100,000.00	 	Miami,
    Florida
		 	July
    1st, 2021


 


FOR
VALUE RECEIVED, BLUE STAR FOODS CORP., a Delaware corporation (the “Borrower”), promises to pay to the order of
Lobo Holding, LLC, a Florida Limited Liability Corporation (the “Lender”, the principal sum of One Hundred thousand
Dollars ($100,000.00), together with interest on the unpaid principal balance at the rate and on the terms provided herein.


 


	 	1.	Interest
    Rate. Interest shall accrue on the unpaid principal balance of this Promissory Note (including all modifications, substitutions,
    renewals or extensions hereof, this “Note”) at the rate of 10% per annum (the “Interest Rate”)
    from the date hereof until the Note is paid in full. Interest shall be paid for the actual number of days elapsed based on a 360-day
    year and shall be payable together with payments of principal.
	 	 	 
	 	2.	Maturity
    Date. The term of the Note shall be the period commencing on the date hereof and ending on September 30, 2021 (the “Maturity
    Date”).
	 	 	 
	 	3.	Payment.
    The outstanding accrued, but unpaid, interest and principal balance due under the Note shall be due and payable on the Maturity Date.
    If the Maturity Date is not a Business Day, payments shall be due on the next Business Day. For purposes of this Note, “Business
    Day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required
    by law to close. Amounts due under this Note shall be payable by certified or bank cashier’s check, or by wire transfer of
    immediately available funds to an account designated by Lender in writing.
	 	 	 
	 	4.	Pre-Payment.
    The Note may be prepaid in whole or in part at any time or from time to time during the term of the Note. Any such prepayment shall
    be applied first to interest accrued but unpaid to such date on the outstanding principal balance hereof immediately preceding such
    prepayment and then to reduction of the principal balance hereof. There will be no penalty for pre-payment of the Note.
	 	 	 
	 	5.	Default.
    The unpaid principal, interest and other amounts and charges due under the Note shall be immediately due and payable upon the occurrence
    of the following:


 


	 	a.	Default
    in any payment of principal or interest due on the Note or default under any other provision of the Note; or
	 	 	 
	 	b.	The
    Borrower makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt,
    petitions or applies to any tribunal for any receiver of any trustee for the Borrower or any substantial part of its property, commences
    any proceeding relating to the Borrower under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law
    or statute of any jurisdiction, whether now or hereafter in effect, or there is commenced against the Borrower any such action or
    proceeding which remains undismissed for a period of thirty (30) days, or the Borrower by any act indicates its consent to, approval
    of or acquiescence in any such action or proceeding or the appointment of any receiver of or any trustee for the Borrower or any
    substantial part of its property, or suffers any such receivership or trusteeship to continue undischarged for a period of thirty
    (30) days.


 




    	 



     


    

 


	 	6.	Waiver.
    Presentment for payment and demand for payment, notice of dishonor, protest and notice of protest, notice of non-payment, notice
    of intent to accelerate the maturity and acceleration are hereby waived.
	 	 	 
	 	7.	Amendment.
    The Note cannot be modified, discharged or terminated except in writing signed by the parties hereto.
	 	 	 
	 	8.	Cost
    of Collection. The Borrower shall pay all reasonable costs and expenses, including reasonable attorneys’ fees, incurred
    by the Lender in collecting or enforcing the Note.
	 	 	 
	 	9.	Governing
    Law. The Note shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts
    made and to be performed in such State, without giving effect to the conflicts of laws principles thereof.
	 	 	 
	 	10.	Savings
    Clause. Any provision herein or in any other agreement or commitment between the Borrower and the Lender, whether written
    or oral, expressed or implied, to the contrary notwithstanding, the Lender shall never be entitled to charge, receive, or collect,
    nor shall amounts received hereunder be credited as interest so that the Lender shall be paid, a sum greater than interest at the
    maximum nonusurious interest rate, if any, that at any time may be contracted for, charged, received, or collected on the indebtedness
    evidenced by the Note under applicable law (the “Maximum Rate”). It is the intention of the parties that
    the Note shall comply with applicable law. If the Lender ever contracts for, charges, receives, or collects, anything of value which
    is deemed to be interest under applicable law, and if the occurrence of any circumstance or contingency, whether acceleration of
    maturity of the Note, delay in advancing proceeds of the Note; or other event, should cause such interest to exceed interest at the
    Maximum Rate, any such excess amount shall be applied to the reduction of the unpaid principal balance of the Note or any other indebtedness
    owed to the Lender by the Borrower, and if the Note and such other indebtedness is paid in full, any remaining excess shall be paid
    to the Borrower. In determining whether or not the interest hereon exceeds interest at the Maximum Rate, the total amount of interest
    shall be spread throughout the entire term of the Note until its payment in full in a manner which will cause the interest rate on
    the Note not to exceed the Maximum Rate.
	 	 	 
	 	11.	Independent
    Legal Counsel. Each party hereto has been advised and has had the opportunity to consult with independent legal counsel regarding
    its rights and obligations under the Note and acknowledges that it fully understandings the terms and conditions contained herein.


 


The
Borrower agrees to the terms of the Note by signing below.


 


	 	BLUE
    STAR FOODS CORP.
	 	 	 
	 	By:	 
	 	Name:	John
    Keeler
	 	Title:	Executive
    Chairman