0001493152-25-023827 Sample Contracts
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:
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).