Off the Hook Ys Inc. Sample Contracts
EMPLOYMENT AGREEMENT - EXEMPT EMPLOYEEEmployment Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
THIS EMPLOYMENT AGREEMENT (the “Agreement” ) is entered into on May 9, 2025, (the “Execution Date” ), by and between Off The Hook YS, Inc. a Nevada corporation, whose principal place of business is 1701 Jel Wade Dr, Wilmington, NC 28401 (the “Company”, or “Employer”) and Brian John, an individual whose mailing address is [ ] (the “Employee”). This Agreement shall become effective only upon the completion of the Company’s Initial Public Offering (IPO) (the “Effective Date”). No obligations under this Agreement, including the commencement of employment, shall arise until the Effective Date.
UNDERWRITING AGREEMENT between OFF THE HOOK YS INC. and THINKEQUITY LLC as Representative of the Several Underwriters OFF THE HOOK YS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • New York
The undersigned, Off the Hook YS Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Off the Hook YS Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
LOAN AGREEMENTLoan Agreement • August 18th, 2026 • NextBoat Inc. • Ship & boat building & repairing • Nevada
This Loan Agreement (“Agreement”) is made and entered into in this 14th day of August 2026 (“Effective Date”), by and between NextBoat Inc. a Nevada corporation, its successors and assigns (the “Company”), and Greentree Financial Group Inc., a Florida corporation (the “Lender”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2026 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
This First Amendment to Employment Agreement (this “Amendment”) is entered into as of March 20, 2026 (the “Amendment Effective Date”), by and between Off The Hook YS, Inc., a Nevada corporation (the “Company”), and Chad Corbin, an individual (the “Employee”).
MASTER LOAN AGREEMENTMaster Loan Agreement • June 26th, 2026 • NextBoat Inc. • Ship & boat building & repairing • North Carolina
This Master Loan Agreement (the “Agreement”) is entered into as of June 22, 2026 (the “Effective Date”), by and between NextBoat, Inc., a Nevada C corporation and Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company (each, jointly and severally, a “Borrower” and collectively the “Borrower”), and RLLT Capital, LLC, a North Carolina limited liability company, with an address at 516 Orange Street, Raleigh, NC 27609 (“Lender”). Borrower and Lender are each a “Party” and collectively the “Parties.”
WARRANT TO PURCHASE COMMON STOCK OFF THE HOOK YS INC.Purchase Warrant • November 17th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 11, 2026 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following November 12, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Off the Hook YS Inc., a Nevada corporation (the “Company”), up to 33,404 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT NEXTBOAT INC.Security Agreement • August 28th, 2026 • NextBoat Inc. • Ship & boat building & repairing • Florida
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, MarineMax, Inc., a Florida corporation (“MarineMax”), or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise, vesting provisions and conditions hereinafter set forth, at any time on or after the Issuance Date, solely to the extent the applicable Warrant Shares have vested pursuant to Section 2.2, and on or prior to 5:00 p.m. (New York City time) on the date that is five years thereafter (the “Termination Date”) but not thereafter, to subscribe for and purchase from NextBoat Inc., a Nevada corporation (the “Company”), up to 1,250,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the applicable Exercise Price, as defined in Section 2.2.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 20th, 2026 • Off the Hook Ys Inc. • Ship & boat building & repairing • Florida
This Membership Purchase Agreement (this “Agreement”) is entered into as of February 13, 2026 (the “Effective Date”), by and among (i) Off The Hook YS, Inc., a Nevada corporation (“Buyer” or “OTH”), and (ii) the parties listed on Schedule N attached hereto (each a “Seller” and collectively “Sellers”, and (iii) Apex Marine, LLC, a Florida limited liability company; Apex Marine Sales, LLC, a Florida limited liability company; and Apex Marine Stuart LLC, a Florida limited liability company Apex Marine Sales Brokerage, LLC, a Florida limited liability company (each a “Company” and collectively the “Companies”). Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into as of July 22, 2019, by and between: Lender(s): Diane and Daniel Ruegg Address: Borrower: OFF THE HOOK YACHT SALES NC LLC Address: 1701 Jel Wade Drive, Wilmington, NC 28409Loan Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
AMENDED AND RESTATED GUARANTYGuaranty • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • Georgia
This Amended and Restated Guaranty (as from time to time further amended, restated, modified or extended, as hereinafter defined, this “Guaranty”) is executed as of October 31, 2024 (the “Effective Date”) by the undersigned guarantor(s) (individually and collectively, “Guarantor”) in favor of RED OAK INVENTORY FINANCE, LLC (as successor-in- interest of Triad Financial Services, Inc.), a Florida limited liability company (together with its successors and assigns, “Red Oak”), in its individual capacity and as agent for each Lender party to the Credit Agreement (as hereafter defined) from time to time (together with its successors and assigns, “Lender”), and amends and restates that certain Guaranty dated as of May 25, 2022 (as from time to time amended, restated, modified or extended, the “Original Guaranty”) by Guarantor in favor of Triad Financial Services, Inc. (as predecessor-in-interest of Red Oak). For purposes of this Guaranty, “Credit Agreement” means that certain Credit and Secu
LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into as of February 23, 2023, by and between: Lender(s): Tom Ruegg Address: Borrower: OFF THE HOOK YACHT SALES NC LLC Address: 1701 Jel Wade Drive, Wilmington, NC 28409Loan Agreement • August 28th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
UNDERWRITING AGREEMENT between OFF THE HOOK YS INC. and THINKEQUITY LLC as Representative of the Several Underwriters OFF THE HOOK YS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • New York
The undersigned, Off the Hook YS Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Off the Hook YS Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Sales & Dealership AgreementSales & Dealership Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • Florida
THIS AGREEMENT is made and entered into this 25th day of April 2025, by and between NT Manufacturing, LLC, organized and existing under the laws of the State of Florida with its principal place of business located at 2520 NE 9th Ave, Fort Myers, Florida 33909 (hereinafter referred to as “Builder”) and Off the Hook Yacht. Sales, LLC. organized and existing under the laws of Florida with its principal place of business 1701 JEL WADE DRIVE, WILMINGTON, NC 28401 (herein after referred to as “Dealer”).
AND REVENUE SHARING AGREEMENTStrategic Partnership and Revenue Sharing Agreement • July 1st, 2026 • NextBoat Inc. • Ship & boat building & repairing • Florida
This Strategic Partnership and Revenue Sharing Agreement (“Agreement”) is entered into as of June 25, 2026 (the “Effective Date”), by and between:
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • May 14th, 2026 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of February 27, 2026 (the “Effective Date”), by and among (i) Off The Hook YS, Inc., a Nevada corporation (“Buyer” or “OTH”), (ii) the parties listed on Schedule N attached hereto (each a “Seller” and collectively, “Sellers”), and (iii) Joshua Roberts (“Roberts”), solely in his capacity as the holder of one hundred percent (100%) of the shares of capital stock of Specialized Mechanical Services, Inc., a North Carolina corporation (“SMS NC”) (the “SMS NC Shares”), and solely for purposes of effecting the SMS NC Stock Transfer and fulfilling the obligations expressly applicable to Roberts under this Agreement, and (iv) Bellhart Marine Group, LLC, a North Carolina limited liability company, Bellhart Marine Services, LLC, a North Carolina limited liability company, Specialized Mechanical Services, LLC, a South Carolina limited liability company (each a “Company” and collectively, the “Companies”). Buyer and Selle
LEASE MODIFICATION AGREEMENTLease Modification Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing
THIS LEASE MODIFICATION AGREEMENT (“Agreement”) is made and entered into effective the 10th day of January 2025, by Jel Wade Warehouse, LLC, a North Carolina limited liability company, (“Landlord”) and Off the Hook Yacht Sales, LLC, a NC limited liability company (“Tenant”).
AUTHORIZED DEALER AGREEMENTAuthorized Dealer Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • Florida
THIS AUTHORIZED DEALER AGREEMENT (“Agreement”) is entered into as of the 5 day of May (the “Effective Date”) between Yellowfin Yachts LLC, a Delaware limited liability company (hereinafter called “Manufacturer”) and
LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into as of February 23, 2023, by and between: Lender(s): Tom Ruegg Address: Borrower: OFF THE HOOK YACHT SALES NC LLC Address: 1701 Jel Wade Drive, Wilmington, NC 28409Loan Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
AMENDED AND RESTATED AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKAgreement for the Purchase and Sale of Capital Stock • July 28th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing
This Amended and Restated Agreement for the Purchase and Sale of Capital Stock (this “Agreement”) is made as of _____, 2025 by and between Off The Hook Acquisition Corp, a Florida corporation (the “Acquiror”), Brian John, and each of the persons listed on the Schedule of Sellers attached hereto as Schedule A (each a “OTH Owner” and together, the “OTH Owners” and Schedule A shall be the “Schedule of Sellers”). The Acquiror, Brian John, and the OTH Owners are collectively referred to as the “Parties.” Brian John joins in this Agreement for purposes of his agreement and consent to all terms herein.
LOAN AGREEMENT This Loan Agreement (“Agreement”) is made and entered into as of July 22, 2019, by and between: Lender(s): Diane and Daniel Ruegg Address: Borrower: OFF THE HOOK YACHT SALES NC LLC Address: 1701 Jel Wade Drive, Wilmington, NC 28409Loan Agreement • August 28th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • North Carolina
MASTER SERVICES AGREEMENTMaster Services Agreement • August 8th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing • New York
This Master Services Agreement (the “Agreement” or “MSA” ) is effective as of February 25, 2025 (“Effective Date”) by and between NexGenAI Solutions Group, Inc., (the “Company” or “Solutions”) (for purposes of this Agreement and any related Project Agreement, “Company” includes any and all of the Company’s relevant affiliates), a private Delaware corporation, with its principal place of business at 1858 Pleasantville Road, Suite 110, Briarcliff Manor, NY 10510 and Off The Hook YS Inc., (the “Client” or “OTH”) (for purposes of this Agreement and any related Project Agreement, “Client” includes any and all of the Client’s relevant OTH affiliates) a private Nevada corporation, with its principal place of business at 1061 E Indiantown Road, Suite 110, Jupiter, FL 33477. The Company and Client may be referred to collectively as the “Parties” or singularly as a “Party” to this Agreement.
AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKAgreement for the Purchase and Sale of Capital Stock • July 28th, 2025 • Off the Hook Ys Inc. • Ship & boat building & repairing
This Agreement (“Agreement”) is made as of December , 2024 by and between OTH Florida Acquisition Corp, a Florida corporation (the “Acquiror”), Brian John, and each of the persons listed on the Schedule of Sellers attached hereto as Schedule A (each a “OTH Owner” and together, the “OTH Owners” and Schedule A shall be the “Schedule of Sellers”). The Acquiror, Brian John, the OTH Companies and the OTH Owners are collectively referred to as the “Parties”) Brian John joins in this Agreement for purposes of his agreement and consent to all terms herein.