Exhibit
10.36


 


Loan
Amendment


 


Loan
Amendment (this “Amendment”) dated May 21, 2020 to the Promissory Note dated March 26th,
2019 (the “Promissory Note”) issued by Blue Star Foods Corp., a Delaware corporation (the “Borrower”
or the “Company”), to Kenar Overseas Corp, a company registered in Panama (the “Lender”).


 


W
I T N E S S E T H


 


WHEREAS,
on March 26, 2019 the Borrower issued to the Lender an unsecured promissory note in the principal amount of $1,000,000, which
was extended on a month-to-month basis after its maturity on July 26, 2019;


 


WHEREAS,
as of the date hereof the Borrower owes a total of $872,500, and accrued interest of $70,431.23 thereon, to the Lender;


 


WHEREAS,
the Borrower’s principal executive officer has pledged 5,000,000 of his shares of common stock of the Company to secure
the Company’s obligations under the Note (the “Pledge”); and


 


WHEREAS,
the parties desire to amend certain provisions of the Note (capitalized terms used herein not otherwise defined shall have the
meanings given to such terms in the Note) on the terms and provisions contained in this Amendment.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree as follows:


 


1. Maturity
Date. Section 2 of the Note is hereby deleted in its entirety and replaced by the following:


 


“The
outstanding principal of $872,500 shall be due and payable on March 31, 2021 (the “Maturity Date”). At any
time within the term of the Loan, at the Lender’s Exclusive Option, the Lender may elect to move the Maturity Date to September
31, 2021. Notwithstanding, the Borrower agrees that one-third of the net proceeds of any capital raised by the Company in the
form of Equity, Preferred Stock, or Convertible Preferred Stock after the date hereof shall be utilized to reduce the outstanding
principal of the Note.”


 


2. Interest
Rate and Payments. Section 1 of the Note is hereby deleted in its entirety and replaced by the following:


 


“Interest
shall accrue on the unpaid principal balance of this Promissory Note at the rate of 18.0% per annum, payable monthly commencing
October 1, 2020. Interest shall be paid for the actual number of days elapsed based on a 360-day year.”


 


3. Shares.
As additional consideration for forbearance on the obligations of the Borrower pursuant to the Promissory Note and for
execution and delivery of this Amendment, the Borrower shall issue to the Lender 1,021,266 shares of common stock (the
“Shares”) of the Borrower.


 






    	 	 	 



    	 



    




 


In
connection therewith, the Lender agrees and acknowledges that (i) it is an accredited investor, as such term is defined in Rule
501under the Securities Act of 1933, as amended (the “Securities Act”); (ii) it understands that the Shares
are “restricted securities” and have not been registered under the Securities Act or any applicable state securities
law and the Borrower has no obligation therewith; (iii) it is acquiring the Shares as principal for its own account and not with
a view to or for distributing or reselling such Shares or any part thereof; (iv) it has no present intention of distributing any
of the Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities
Act or any applicable state securities law; (v) it, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of an investment in the
Shares, and has so evaluated the merits and risks of such investment and (vi) it has been furnished with or has access to the
information about the Borrower that it has determined is sufficient to accept the Shares. The Lender is able to bear the economic
risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


4.
Pledge. The Lender agrees that the 5,000,000 shares of common stock of the Borrower
owned by Mr. Keeler which are the subject of the Pledge is hereby reduced to 4,000,000 shares of his stock.


 


5. Reference.
On and after the date hereof, each reference in the Note to “this Note”, “hereunder”,
“hereof”, “herein” or words of like import, and each reference to the Note or any other agreement,
document or other instrument, shall mean, and be a reference to the Note, as amended by this Amendment. No other term or
provision of the Note shall be affected by this Amendment other than as expressly provided herein.


 


6. Counterparts.
This Amendment may be executed in one or more counterparts and by facsimile or other electronic means, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.


 


7. Captions.
The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this
Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this
Amendment.


 


8. Binding
Effect. This Amendment shall be binding upon and inure to the benefit of the respective heirs, executors, administrators,
representatives and the permitted successors and assigns of the parties hereto.


 


9. Governing
Law. This Amendment and the rights and obligations of the parties under the Promissory Note shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to conflict of laws rules applied in such
state.


 


Remainder
of Page Intentionally Omitted; Signature Pages to Follow


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the parties have executed this Amendment as of the date first
written above.


 


	 	BLUE
    STAR FOODS CORP.
	 	 	 
	 	By:	 /s/ John
    Keeler 
	 	Name:	John
    Keeler
	 	Title:	Chairman
    & CEO
	 	 	 
	 	KENAR
    OVERSEAS CORP
	 	 	 
	 	By:	 /s/
    Marcos Hermani 
	 	Name:	 Marcos
    Hermani 
	 	Title:	 Director 


 


Agreed
and Acknowledged only with


respect
to Section 4 above:


 


	 /s/
    John Keeler 	 
	John
    Keeler