Exhibit
10.34


 


LOCK-UP
and resale restriction AGREEMENT


 


THIS
LOCK-UP AGREEMENT is made and entered into the 26th day of December 2019, by and between Blue Star Foods Corp., a Delaware
Corporation (the “Company”) and ___________ (“Holder”).


 


RECITALS


 


WHEREAS,
the Holder is the owner of a total of ______ shares of common stock of the Company, including ______ shares of common stock
that were registered as part of the Company’s S-1 Registration Statement (“Registered Shares”) originally filed
on January 14th, 2019, and declared effective on June 20th, 2019.


 


NOW
THEREFORE, for consideration received, the Holder agrees that as of the date hereof and during the pendency of this letter
agreement, the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant
any option to purchase or otherwise dispose of, directly or indirectly the Registered Shares subject to a “trickle”
into market, except at a rate not to exceed five hundred (500) shares per month on a non-cumulative basis for a period of six
(6) months after which time this Agreement becomes null and void.


 


Any
attempted sale, transfer or other disposition in violation of this letter agreement shall be null and void.


 


The
Holder further agrees that if the Holder attempts to sell, transfer, or otherwise dispose of its shares in violation of this Agreement,
the Company (i) may instruct its transfer agent not to transfer such securities (ii) may provide a copy of this letter agreement
to the Company’s transfer agent for the purpose of instructing the Company’s transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, contract for sale, devise, gift,
assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement and (iii) may issue stop-transfer
instructions to its transfer agent for the period contemplated by this letter agreement for such securities.


 


This
letter agreement shall be binding upon the Holder, its agents, heirs, successors, assigns and beneficiaries.


 


Any
waiver by the Company of any of the terms and conditions of this letter agreement in any instance must be in writing and must
be duly executed by the Company and the Holder and shall not be deemed or construed to be a waiver of such term or condition for
the future, or of any subsequent breach thereof.


 


The
Holder agrees that any breach of this letter agreement will cause the Company and the third-party beneficiary’s irreparable
damage for which there is no adequate remedy at law. If there is a breach or threatened breach of this letter agreement by the
Holder, the Holder hereby agrees that the Company and the third-party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The Holder also agrees that the Company and all third-party
beneficiaries shall be entitled to pursue any other remedies for such a breach or threatened breach, including a claim for money
damages.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the day and year first above written.


 


	Blue Star Foods Corp. 	 
	 	 	 
	By:	               	 
	 	Name:
    John Keeler	 
	 	Title:
    Chairman & CEO