Form 8-K

8-K — NextBoat Inc.

Accession: 0001493152-26-047590

Filed: 2026-10-19

Period: 2026-10-13

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002067767

2026-10-13

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 13, 2026

NextBoat

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1701

Jel Wade Dr

Wilmington,

NC 28401

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (910) 772-9277

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.001 par

value

NXB

NYSE American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

Subordinated

Promissory Note

October 13, 2026, Off The Hook Yacht Sales NC, LLC (“Off The Hook”), a wholly owned subsidiary of NextBoat Inc. (the “Company”),

issued a Subordinated Promissory Note, dated as of October 9, 2026 (the “Note”), to BPC Management, LLC (the “Lender”),

providing for advances in an aggregate principal amount of up to $2.2 million to fund short-term bridge financing for working capital.

Under the Note, the Lender agreed to make an initial advance in the principal amount of $1.0 million (the “Initial Advance”)

and may, at its option and upon not less than three business days’ notice, make a second advance of up to $1.2 million on or before

December 31, 2026, which Off The Hook may decline. Amounts repaid under the Note may not be reborrowed.

Each

advance under the Note bears simple interest at 15.0% per annum and matures, together with accrued interest and the related origination

fee, 90 days after its funding date. Any extension requires the Lender’s written consent in its sole discretion. Upon an event

of default, past-due amounts bear interest at the lesser of 20% per annum and the maximum rate permitted by law. Off The Hook may prepay

any advance at any time without premium or penalty, other than the origination fee.

Off

The Hook is required to pay a 2% origination fee with respect to each advance, which is fully earned on funding and payable at maturity.

Until the Initial Advance, together with the related interest and origination fee, has been repaid in full, Off The Hook is required

to pay to the Lender 100% of the net equity proceeds from the sale of seven specified pre-owned boats held in its inventory, after payment

of all amounts owing on those boats to Red Oak Inventory Finance, LLC (the “Senior Lender”), Off The Hook’s floorplan

lender. The second advance, if made, is not subject to this mandatory prepayment and is due in full at its maturity. The Note is unsecured

as to the assets of Off The Hook and the Company, but is secured by the pledge of shares of the Company’s common stock described

below, and is subordinated to Off The Hook’s obligations to the Senior Lender. The Note contains customary events of default, including

payment defaults, failure to remit boat sale proceeds or deliver required reports, defaults under the related pledge agreement and bankruptcy

events, upon which amounts outstanding under the Note may be accelerated.

connection with the Note, the Company entered into a Guaranty Agreement, dated as of October 9, 2026 (the “Corporate Guaranty”),

in favor of the Lender, pursuant to which the Company absolutely, unconditionally and irrevocably guarantees the payment of Off The Hook’s

obligations under the Note.

The

Company is disclosing the transaction as a related-party transaction because Jason Ruegg, the Company’s President, Chairman and

controlling stockholder, entered into a Personal Guaranty and Stock Pledge Agreement, dated as of October 9, 2026 (the “Guaranty

and Pledge Agreement”), in favor of the Lender, pursuant to which he absolutely, unconditionally and irrevocably guarantees the

payment and performance of Off The Hook’s obligations under the Note. Ruegg Capital Group, Inc., a North Carolina business corporation

an affiliate of Mr. Ruegg . Ruegg Capital, also entered into the Guaranty and Pledge Agreement and pledged certain of its

shares of the Company’s common stock having an aggregate collateral value of not less than $5.0 million, which it is required to

maintain while the Note is outstanding, as security for the obligations. If the collateral value of the pledged shares falls below $5.0

million, Ruegg Capital Group, Inc. is required to pledge additional shares, other securities acceptable to the Lender or cash within

three business days after notice, and failure to do so constitutes an event of default. Upon an event of default, the Lender may exercise

voting rights with respect to, and foreclose upon and sell, the pledged shares, which could result in a change in control of the Company.

Mr. Ruegg did not receive any consideration for entering into the Guaranty and Pledge Agreement.

The

foregoing descriptions of the Note, the Corporate Guaranty and the Guaranty and Pledge Agreement are summaries only and are qualified

in their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to

this Current Report on Form 8-K and incorporated herein by reference.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As described above, on

October 13, 2026, Off The Hook entered into the Note, under which the Lender funded the Initial Advance in the principal amount of $1.0

million, and Off The Hook incurred a direct financial obligation in such amount, plus accrued interest and the origination fee, which

the Company has guaranteed under the Corporate Guaranty. Off The Hook may incur up to an additional $1.2 million in principal if the

Lender makes the second advance.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibits

10.1*

Form

of Subordinated Promissory Note, dated as of October 9, 2026, issued by Off The Hook Yacht Sales NC, LLC to BPC Management, LLC.

10.2*

Form of Guaranty Agreement, dated as of October 9, 2026, by NextBoat Inc. in favor of BPC Management, LLC.

10.3*

Form

of Personal Guaranty and Stock Pledge Agreement, dated as of October 9, 2026, by Jason Ruegg and Ruegg Capital Group, Inc. in

favor of BPC Management, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant

treats as private or confidential.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

October 19, 2026

NextBoat

Inc.

By:

/s/

Ross Tannenbaum

Name:

Ross

Tannenbaum

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXECUTION

VERSION

SUBORDINATED

PROMISSORY NOTE

(Up

to $2,200,000)

THIS

NOTE AND THE OBLIGATIONS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES

LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 11 OF THIS NOTE AND APPLICABLE

SECURITIES LAWS. THIS NOTE IS SUBORDINATED TO THE SENIOR DEBT AS PROVIDED IN SECTION 6.

Wilmington,

North Carolina

Dated

as of October 9, 2026 (the “Effective Date”)

FOR

VALUE RECEIVED, OFF THE HOOK YACHT SALES NC, LLC, a North Carolina limited liability company (“Borrower”),

promises to pay to the order of BPC MANAGEMENT, LLC, a North Carolina limited liability company (SOSID 1868295; formerly known

as BluePrint Business Communications LLC), with an address at 3656 Watch Hill Way, Wilmington, NC 28409 (together with its successors

and permitted assigns, “Holder”), the aggregate principal amount of all Advances made under this Note, not to exceed

Two Million Two Hundred Thousand Dollars ($2,200,000), together with Interest, Origination Fees, and all other amounts payable under

this Note, on the terms set forth below. Borrower and Holder are each a “Party” and collectively the “Parties.”

RECITALS

Borrower is engaged in the business of purchasing pre-owned boats, holding them in inventory under a floorplan financing facility, and

reselling them.

Borrower has requested short-term bridge financing for working capital, and Holder is willing to provide such financing on the terms

of this Note.

As a condition to Holder making the Advances, (i) NextBoat, Inc., a Nevada corporation and the parent of Borrower (“NextBoat”),

is delivering a Guaranty Agreement dated as of the Effective Date (the “Corporate Guaranty”), and (ii) Jason Ruegg

and Ruegg Capital Group, Inc. are delivering a Personal Guaranty and Stock Pledge Agreement dated as of the Effective Date (the “Pledge

Agreement” and, together with the Corporate Guaranty and the Escrow and Control Agreement referred to in the Pledge Agreement,

the “Credit Support Documents”).

ADVANCES

1.1

Initial Advance. On the Effective Date, or on such other Business Day as the Parties agree, Holder shall advance to Borrower the

principal amount of One Million Dollars ($1,000,000) (the “Initial Advance”) by wire transfer to an account designated

in writing by Borrower.

1.2

Second Advance. At Holder’s option, and upon not less than three (3) Business Days’ written notice to Borrower, Holder

may advance to Borrower an additional principal amount of up to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Second

Advance” and, together with the Initial Advance, each an “Advance”) on any Business Day on or before December

31, 2026 (the “Second Advance Outside Date”). Borrower may decline the Second Advance by written notice to Holder

delivered within two (2) Business Days after receipt of Holder’s notice. Holder has no obligation to make the Second Advance, and

Borrower has no obligation to request it.

Subordinated Promissory Note | Page 1

1.3

Funding Date; Records. The date on which each Advance is funded is its “Funding Date.” The Parties shall confirm

in writing the amount and Funding Date of each Advance, substantially in the form of Schedule B. Holder’s records of the

Advances and payments shall be presumptively correct absent manifest error, but no failure to record shall affect Borrower’s obligations.

1.4

No Revolving Availability. Amounts repaid may not be reborrowed.

INTEREST; ORIGINATION FEE

2.1

Interest. The outstanding principal of each Advance shall accrue simple interest at the rate of fifteen percent (15%) per annum,

calculated on the basis of a 365-day year for the actual number of days elapsed (“Interest”). Interest on each Advance

accrues from its Funding Date until such Advance is paid in full.

2.2

Origination Fee. Borrower shall pay Holder an origination fee equal to two percent (2%) of the principal amount of each Advance

(each, an “Origination Fee”), which is fully earned on the Funding Date of such Advance and shall be payable on the

Maturity Date of such Advance, so that the full principal amount of each Advance is funded to Borrower. The Origination Fee is not refundable

upon any prepayment.

2.3

Default Interest. Upon and during the continuance of an Event of Default, all past-due amounts shall accrue interest at the lesser

of twenty percent (20%) per annum or the maximum rate permitted by applicable law (“Default Interest”), in lieu of

the rate under Section 2.1.

MATURITY; EXTENSION

3.1

Maturity. Each Advance, together with all accrued and unpaid Interest and the Origination Fee with respect to such Advance, is

due and payable in full on the date that is ninety (90) days after its Funding Date (as may be extended under Section 3.2, the “Maturity

Date” for such Advance), to the extent not previously paid under Section 4. Any balance of an Advance remaining unpaid on its

Maturity Date is due in a single balloon payment on that date.

3.2

Extension Only by Holder Consent. No extension is available at Borrower’s option. Any extension must be approved by Holder

in a signed writing, in Holder’s sole discretion, and may be conditioned on an extension fee, updated collateral valuations, guarantor

reaffirmations, and continued perfection and priority.

MANDATORY PREPAYMENT FROM SCHEDULE A BOATS

4.1

Schedule A Boats. The boats identified on Schedule A (each, a “Schedule A Boat”) are owned by Borrower

and financed by the Senior Lender (as defined below).

4.2

Direct Payment at Closing. Upon the closing of each sale of a Schedule A Boat, Borrower shall cause one hundred percent (100%)

of the Net Equity Proceeds from such sale to be disbursed directly to the account designated by Holder under Section 5.1, as a disbursement

on the closing or settlement statement (and, where a third-party settlement or closing agent is used, through that agent’s disbursement

instructions), after payment of all amounts owing to the Senior Lender with respect to such Schedule A Boat, until the Initial Advance

and all Interest and the Origination Fee with respect to the Initial Advance have been paid in full. If any Net Equity Proceeds are received

by Borrower rather than disbursed directly to Holder, Borrower shall remit them to Holder within two (2) Business Days after receipt.

Net Equity Proceeds received after the Initial Advance obligations are paid in full may be retained by Borrower. The Second Advance is

not subject to mandatory prepayment under this Section 4 and is due in full on its Maturity Date. Nothing in this Section 4 grants Holder

any lien on, or assignment of, any Schedule A Boat or its proceeds.

Subordinated Promissory Note | Page 2

4.3

Net Equity Proceeds. “Net Equity Proceeds” means the gross cash consideration paid at closing for a Schedule

A Boat, less (a) all amounts paid or required to be paid to the Senior Lender in connection with such sale or with respect to such Schedule

A Boat under the Senior Credit Agreement, as reflected in a current written payoff or other written statement from the Senior Lender;

(b) documented sales commissions and broker fees paid in the ordinary course, not to exceed ten percent (10%) of the gross sale price

in the aggregate; (c) documented third-party closing, transfer, survey, and delivery costs; and (d) sales, use, and documentary taxes

and title and registration fees. All deductions shall be documented. No other obligations of Borrower may be deducted in determining

Net Equity Proceeds without Holder’s prior written consent, except amounts the Senior Lender is legally entitled to receive.

4.4

Reporting. At least two (2) Business Days before each scheduled closing of a Schedule A Boat, Borrower shall provide Holder with

the HIN, the anticipated closing date, a copy of the executed purchase agreement (which may be redacted as to the buyer’s personal

information), the current Senior Lender payoff, and an estimated closing statement with itemized deductions. Within one (1) Business

Day after each closing, Borrower shall provide the final signed closing statement and wire confirmation. Borrower shall provide Holder

a biweekly status report on the Schedule A Boats and prompt notice of any material change.

4.5

Obligation Absolute; Ordinary-Course Sales. All obligations under this Note remain absolute regardless of any sale or refinancing

of any Schedule A Boat, the price at which it is sold, or the amount of Net Equity Proceeds. Borrower may market, price, and sell Schedule

A Boats in the ordinary course of its business on arm’s-length terms, subject to Section 4.2, and Holder has no approval right

over any such sale. Borrower shall not sell a Schedule A Boat to an affiliate of Borrower without Holder’s prior written consent.

PAYMENTS

5.1

Manner. All payments shall be made in U.S. dollars by wire transfer or ACH to an account designated in writing by Holder. Any

change to Holder’s payment instructions must be confirmed by Borrower by telephone with a known representative of Holder before

Borrower is obligated to follow it.

5.2

Application. Unless Holder elects otherwise in writing, payments shall be applied first to reimbursable enforcement expenses then

accrued default interest, accrued ordinary interest, earned origination fees and other due charges, and then outstanding principal. Upon

payment in full of all obligations, remaining collateral shall be released in accordance with the Loan Documents. Mandatory boat-sale

payments shall be applied to the Initial Advance obligations.

5.3

Voluntary Prepayment. Borrower may prepay all or any portion of any Advance at any time without premium or penalty, other than

the Origination Fee, which is fully earned when the Advance is funded. Interest accrues only through the date of prepayment.

5.4

Business Days. “Business Day” means any day other than a Saturday, Sunday, or a day on which commercial banks

in the State of North Carolina are authorized or required by law to close. Any payment or performance due on a day that is not a Business

Day is instead due on the next Business Day, and such extension of time shall be included in the computation of Interest.

Subordinated Promissory Note | Page 3

UNSECURED AS TO BORROWER; SUBORDINATION

6.1

Senior Debt. Holder acknowledges that Red Oak Inventory Finance, LLC (together with its successors, assigns, and any refinancing

lender, the “Senior Lender”) provides floorplan financing to Borrower under an Amended and Restated Credit and Security

Agreement dated as of October 31, 2024 (as amended, restated, supplemented, refinanced, or replaced from time to time, the “Senior

Credit Agreement”), and holds a first-priority security interest in substantially all of Borrower’s assets, including

all inventory (including each Schedule A Boat), accounts, deposit accounts, and proceeds. All obligations of Borrower to the Senior Lender

are “Senior Debt.”

6.2

No Lien on Borrower Assets. This Note is an unsecured obligation of Borrower. Holder has not been granted, and shall not take,

assert, or file, any lien, security interest, assignment of proceeds, or other encumbrance on any Schedule A Boat or any other asset

of Borrower. The only collateral for this Note is the Pledged Collateral granted by the Pledgor under the Pledge Agreement, which is

not property of Borrower.

6.3

Priority of Proceeds. The Senior Lender shall be paid all amounts owing with respect to each Schedule A Boat before any Net Equity

Proceeds are paid to Holder. If Holder receives any payment from proceeds of a Schedule A Boat that should have been paid to the Senior

Lender, Holder shall hold such amount in trust for the Senior Lender and promptly pay it over to the Senior Lender.

6.4

Subordination Agreement. If requested by the Senior Lender, Holder shall enter into a subordination or intercreditor agreement

with the Senior Lender on customary terms consistent with this Section 6 and reasonably acceptable to Holder.

6.5

Recourse to Credit Support. Nothing in this Section 6 limits Holder’s rights under the Credit Support Documents, including

the guaranty of NextBoat and the guaranty and stock pledge of Jason Ruegg and the Pledgor.

REPRESENTATIONS AND WARRANTIES

7.1

Borrower. Borrower represents and warrants to Holder that: (a) Borrower is duly organized, validly existing, and in good standing

under the laws of the State of North Carolina; (b) Borrower has full power and authority to execute, deliver, and perform this Note,

and such execution, delivery, and performance have been duly authorized by its Manager; and (c) this Note constitutes the legal, valid,

and binding obligation of Borrower, enforceable in accordance with its terms, subject to bankruptcy, insolvency, and similar laws and

general principles of equity.

7.2

Holder. Holder represents and warrants to Borrower that:

(a)

Holder is duly organized, validly existing, and in good standing under the laws of the State of North Carolina, and has the power and

authority to enter into and perform this Note;

(b)

Holder is making the Advances with its own funds and not on behalf of any other person ;

(c)

Holder is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, is financially

able to bear the risk of loss of the entire principal, and has had the opportunity to consult independent legal, tax, and financial advisors

before entering into this Note;

Subordinated Promissory Note | Page 4

(d)

neither Holder nor any person holding ten percent (10%) or more of the equity interests in Holder (each, a “Holder Owner”)

is a director, officer, or beneficial owner of more than five percent (5%) of any class of voting securities of NextBoat, or an immediate

family member of any such person, and neither Holder nor any Holder Owner holds any equity or other financial interest in Hadley Harbor

Group, LLC or its affiliates, except as disclosed in writing to Borrower before the Effective Date; and

(e)

there are no agreements, arrangements, or understandings, written or oral, between Holder or any of its affiliates, on the one hand,

and Jason Ruegg or any of his affiliates in his or their individual capacity, on the other hand, relating to this Note or the Advances,

other than the Credit Support Documents. This Note is not conditioned on, and none of its terms constitutes consideration for, any loan

or other arrangement between Holder or its affiliates and Jason Ruegg or his affiliates in their individual capacities.

EVENTS OF DEFAULT; REMEDIES

8.1

Events of Default. Each of the following is an “Event of Default”:

(a)

Borrower fails to pay any principal, Interest, Origination Fee, or Extension Premium due on a Maturity Date, when due, without notice

or cure period; provided that such failure shall not be an Event of Default if Borrower initiated a wire of the full amount due on or

before the Maturity Date and receipt is delayed solely by bank processing, so long as such amount is received within one (1) Business

Day; or Borrower fails to pay any other amount when due under this Note, and such failure continues for three (3) Business Days;

(b)

Borrower fails to cause Net Equity Proceeds to be paid to Holder as required by Section 4.2 and such failure is not cured within two

(2) Business Days after written notice from Holder, or fails to provide the reporting required by Section 4.4 and such failure is not

cured within five (5) Business Days after written notice from Holder; provided that any intentional diversion of Net Equity Proceeds

to a use other than payment of the Senior Lender or Holder is an immediate Event of Default;

(c)

an “Event of Default” occurs under the Pledge Agreement and continues beyond any applicable cure period, or any guarantor

repudiates or contests in writing the validity of its guaranty;

(d)

Borrower commences a voluntary case or proceeding under any bankruptcy or insolvency law, or an involuntary case or proceeding is commenced

against Borrower and is not dismissed within sixty (60) days; or

(e)

any representation or warranty made by Borrower in this Note proves to have been materially false when made.

8.2

Remedies. Upon an Event of Default described in Section 8.1(d), all amounts outstanding under this Note shall automatically become

immediately due and payable. Upon any other Event of Default, Holder may, by written notice to Borrower, declare all amounts outstanding

under this Note immediately due and payable. Holder may thereafter pursue any remedy available at law or in equity, subject to Section

6, including enforcement of the Credit Support Documents.

8.3

Costs of Collection. Borrower shall pay all reasonable costs of collection, including reasonable attorneys’ fees actually

incurred, following an Event of Default, to the extent permitted by applicable law.

Subordinated Promissory Note | Page 5

NATURE OF RELATIONSHIP

9.1

Lender, Not Partner. The relationship between Borrower and Holder is solely that of borrower and lender. This Note does not create

a partnership, joint venture, agency, fiduciary, or other relationship between the Parties.

9.2

No Operational Control. Holder has no ownership interest in any Schedule A Boat or its proceeds, no lien on any asset of Borrower,

and no right to approve any decision relating to the marketing, pricing, sale, or disposition of any Schedule A Boat or the operation

of Borrower’s business, but retains the reporting, payment, and enforcement rights expressly provided in this Note and the Credit

Support Documents.

9.3

Securities Matters. The Parties intend this Note to be an ordinary commercial loan. If this Note is determined to be a security

under applicable law, the Parties shall cooperate in good faith to make any filings or take any actions required to comply with such

law.

10.

CONFIDENTIALITY; PUBLIC COMPANY MATTERS

10.1

Confidentiality. Holder shall keep the terms of this Note and all non-public information received from Borrower, NextBoat, or

their representatives confidential, and shall use such information only in connection with this Note, except as required by law or legal

process or to its legal, tax, and financial advisors who are bound by duties of confidentiality.

10.2

Public Company. Holder acknowledges that NextBoat’s common stock is listed on the NYSE American; that information Holder

receives may constitute material non-public information; that United States securities laws prohibit any person who has material non-public

information about an issuer from purchasing or selling securities of that issuer, or communicating that information to others who may

do so; and that NextBoat may describe this Note and the Credit Support Documents, and file them as exhibits, in its filings with the

Securities and Exchange Commission.

11.

ASSIGNMENT

11.1

By Borrower. Borrower may not assign or delegate any of its rights or obligations under this Note without Holder’s prior

written consent.

11.2

Permitted Assignment. Holder may assign all or any portion of this Note and the related Credit Support Documents to an entity

controlled or managed by Holder or [Redacted], including a co-investment vehicle, upon not less than five (5) Business Days’ prior

written notice to Borrower and without Borrower’s consent, subject to Section 11.4; provided that Borrower shall not be required

to remit payments to more than one designated collection account or to deal with more than one holder as administrator.

11.3

Participations; Other Assignments. Holder may sell economic participations in this Note without Borrower’s consent, provided

that (a) Holder remains lender of record, administrator, and sole payee; (b) Holder gives Borrower written notice identifying each participant

within five (5) Business Days after the participation is sold; and (c) each participant makes the representations in Sections 7.2(c)

through (e) for Borrower’s benefit as of the date of its participation. Holder may grant a security interest in this Note to a

lender to Holder upon written notice to Borrower. Any other assignment requires Borrower’s consent, not to be unreasonably withheld.

11.4

Conditions to Any Assignment. No assignment by Holder is effective unless and until: (a) the assignee delivers to Borrower a joinder,

in form reasonably acceptable to Borrower, agreeing to be bound by this Note, including Sections 6 and 10, and making the representations

in Section 7.2 as of the date of the assignment; (b) the assignee provides Borrower with its legal name, jurisdiction of formation, signatory,

and the identity of each person holding ten percent (10%) or more of its equity interests; and (c) the assignment complies with applicable

securities laws.

Subordinated Promissory Note | Page 6

11.5

No Increased Obligations. No assignment shall increase the obligations of Borrower or any guarantor, change the payment terms,

or require payment to more than one account. The Credit Support Documents shall follow any assignment of this Note made in accordance

with this Section 11.

11.6

Register. Borrower may treat the holder of record reflected in Borrower’s records as the owner of this Note for all purposes

until an assignment becomes effective under this Section 11.

12.

MISCELLANEOUS

12.1

Governing Law. This Note is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles.

12.2

Venue; Jury Waiver. Any action arising out of or relating to this Note shall be brought exclusively in the state or federal courts

located in New Hanover County, North Carolina, and each Party consents to personal jurisdiction and venue therein. EACH PARTY KNOWINGLY

AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

12.3

Notices. All notices must be in writing and sent by email (with confirmation of delivery) and by recognized overnight courier

to the addresses set forth on the signature page, or to such other address as a Party designates by notice.

12.4

Waivers. Borrower waives presentment, demand, protest, and notice of dishonor. No failure or delay by Holder in exercising any

right operates as a waiver.

12.5

Entire Agreement; Amendment. This Note, together with the Credit Support Documents, constitutes the entire agreement of the Parties

regarding its subject matter. This Note may be amended only by a written instrument signed by Borrower and Holder.

12.6

Usury Savings. In no event shall any interest, fee, premium, or other charge under this Note exceed the maximum amount permitted

by applicable law. Any excess shall be applied to reduce principal or, if principal has been paid, refunded to Borrower, and all such

amounts shall be spread over the term of this Note to the extent permitted by law.

12.7

Severability; Counterparts. If any provision of this Note is held invalid or unenforceable, the remaining provisions remain in

full force and effect. This Note may be executed in counterparts, including by electronic signature, each of which is an original and

all of which together constitute one instrument.

Subordinated Promissory Note | Page 7

SIGNATURES

WITNESS WHEREOF, Borrower has executed this Note, and Holder has executed this Note to evidence its agreement to the terms applicable

to Holder, as of the Effective Date.

BORROWER:

OFF THE HOOK YACHT SALES NC, LLC,

a North Carolina limited liability company

By:

Name:

Jason Ruegg

Title:

Manager

Date:

Notice Address: 1701 Jel Wade Drive, Wilmington,

NC 28401

Email:

Legal@nextboat.com

HOLDER:

BPC MANAGEMENT, LLC,

a North Carolina limited liability company

By:

Name:

[Redacted]

Title:

President

Date:

Notice Address: [Redacted]

Email:

[Redacted]

Subordinated Promissory Note | Page 8

SCHEDULE

Schedule

A Boats

Year

/ Make / Model

Builder

HIN

[Redacted]

Princess

[Redacted]

HCB

[Redacted]

HCB

[Redacted]

SeaHunter

[Redacted]

Jeanneau

[Redacted]

Solace

[Redacted]

Nor-Tech

[Redacted]

SCHEDULE

Advance

Confirmation

Advance

Principal

Funding Date

Maturity Date

(90 days)

Initial Advance

$ 1,000,000

________

Second Advance (if made)

$up

to 1,200,000

________

Acknowledged:

Borrower ____________ Holder ____________

Subordinated Promissory Note | Page 9

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

EXECUTION

VERSION

GUARANTY

AGREEMENT

(Corporate)

This

Guaranty Agreement (this “Guaranty”) is made as of October ____, 2026, by NEXTBOAT, INC., a Nevada corporation

(“Guarantor”), in favor of BPC MANAGEMENT, LLC, a North Carolina limited liability company (together with its

successors and permitted assigns, “Lender”).

RECITALS

Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company (“Borrower”), has issued to Lender that

certain Subordinated Promissory Note dated as of the date of this Guaranty in the principal amount of up to $2,200,000 (as amended, restated,

supplemented, or otherwise modified from time to time, the “Note”).

Borrower is a wholly owned subsidiary of Guarantor, and Guarantor will derive substantial direct and indirect benefit from the Advances

made by Lender to Borrower under the Note.

As a condition to, and in material inducement of, Lender making the Advances, Lender requires that Guarantor guarantee the Obligations,

and Guarantor is willing to do so.

NOW,

THEREFORE, in consideration of the foregoing and to induce Lender to make the Advances, Guarantor agrees as follows:

DEFINITIONS

1.1

Obligations. “Obligations” means all present and future indebtedness, liabilities, and obligations of Borrower

to Lender arising under or in connection with the Note (whether now existing or hereafter arising, and whether direct or indirect, absolute

or contingent), including all principal of each Advance, Interest, Origination Fees, any Extension Premium, Default Interest, and all

costs and expenses of enforcement and collection (including reasonable attorneys’ fees) payable under the Note.

1.2

Other Terms. Capitalized terms used but not defined in this Guaranty have the meanings given to them in the Note.

GUARANTY

2.1

Guaranty of Payment. Guarantor absolutely, unconditionally, and irrevocably guarantees to Lender the full and punctual payment

when due (whether at stated maturity, by acceleration, or otherwise) of all of the Obligations. This is a guaranty of payment and not

merely of collection.

2.2

Direct Liability. Lender may enforce this Guaranty against Guarantor without first proceeding against Borrower, any other guarantor,

or any collateral (including the Pledged Collateral), and without pursuing any other right or remedy.

2.3

Several Obligations. The obligations of Guarantor under this Guaranty are independent of the obligations of Jason Ruegg and the

Pledgor under the Pledge Agreement.

CONTINUING GUARANTY

This

Guaranty is a continuing guaranty and applies to all Obligations, including Obligations arising from the Second Advance, without the

need for any further consent or signature by Guarantor. It remains in full force and effect until all Obligations have been indefeasibly

paid in full.

Guaranty Agreement (NextBoat) | Page 1

GUARANTY ABSOLUTE; WAIVERS

4.1

Absolute and Unconditional. Guarantor’s payment obligations are absolute and unconditional and shall not be released or

impaired by amendments, extensions, forbearance, releases of collateral, perfection defects, borrower insolvency, or changes to other

guarantees. Guarantor consents in advance to amendments and extensions that do not increase the maximum committed principal above $2,200,000

or the contractual ordinary interest rate above 15% per annum; any increase above either threshold requires Guarantor’s written

consent. No amendment or release shall discharge this Guaranty except an express written release signed by Lender or indefeasible payment

in full. Nothing herein waives defenses that cannot lawfully be waived.

4.2

Waivers. Guarantor waives: (a) presentment, demand for payment, protest, notice of dishonor, notice of acceptance, notice of the

creation or incurrence of any Obligation, and all other notices and demands, other than any notice expressly required by the Note; (b)

any requirement that Lender first proceed against, exhaust its remedies against, or marshal assets in favor of Borrower, any collateral,

or any other guarantor; and (c) all suretyship and guarantor defenses generally.

REINSTATEMENT

any payment applied to the Obligations is at any time rescinded, avoided, or must otherwise be restored or returned by Lender, whether

upon the insolvency, bankruptcy, or reorganization of Borrower or otherwise, this Guaranty shall be reinstated with respect to the amount

so restored or returned as though such payment had not been made.

SUBROGATION; SENIOR DEBT

6.1

Waiver of Subrogation. Until all Obligations have been indefeasibly paid in full, Guarantor shall not exercise any right of subrogation,

reimbursement, indemnification, or contribution against Borrower arising out of any payment made under this Guaranty.

6.2

Senior Debt. Lender acknowledges that Guarantor is a guarantor of the Senior Debt. Nothing in this Guaranty grants Lender any

lien on any asset of Guarantor or Borrower, and Lender’s rights under this Guaranty are subject to Section 6 of the Note with respect

to the Schedule A Boats and their proceeds.

GUARANTOR REPRESENTATIONS

Guarantor

represents and warrants, on the date hereof and on each Advance date, that: (a) Guarantor is duly organized, validly existing and in

good standing in Nevada; (b) it has full authority to execute and perform this Guaranty, duly authorized by all required corporate action,

including any required independent director or audit committee approval; (c) this Guaranty is binding, subject to generally applicable

insolvency and equitable limitations; (d) it receives substantial direct or indirect benefit from the Advances; (e) execution and performance

violate neither organizational documents nor any material agreement or binding order, and require no unobtained consent; (f) no material

litigation, insolvency proceeding or default exists that would materially impair performance except as disclosed in writing to Lender;

and (g) information and financial statements furnished to Lender in connection with this Guaranty do not contain a material misstatement

or omit a material fact necessary to make them not misleading in context. Guarantor shall deliver certified evidence of authorizing resolutions

and signatory authority before the Initial Advance.

Guaranty Agreement (NextBoat) | Page 2

7.2

No Voluntary Impairment. Guarantor shall not make a distribution, extraordinary affiliate transfer, or voluntary disposition of substantially

all assets for the primary purpose of frustrating payment under this Guaranty. This covenant does not prohibit bona fide ordinary-course

transactions or transactions permitted under senior financing documents. Any successor in a merger or sale of substantially all assets

shall assume this Guaranty in writing unless Lender consents otherwise.

7.1

Continuing Information Covenants. Until all Obligations have been indefeasibly paid in full, Guarantor shall provide Lender (i) its periodic

financial reports as and when filed with the Securities and Exchange Commission, which shall satisfy any financial reporting obligation

under this Guaranty; (ii) prompt written notice, in any event within two Business Days after responsible officers become aware, of any

material default under the Note or Credit Support Documents, any insolvency event, or any material impairment of its ability to pay this

Guaranty; and (iii) such other information regarding the Schedule A Boats as Lender reasonably requests, subject to Section 10 of the

Note and applicable securities laws. Guarantor shall not be required to provide any material non-public information.

GENERAL

8.1

No Waiver; Cumulative Remedies. No failure or delay by Lender in exercising any right operates as a waiver, and no single or partial

exercise precludes any further exercise. All rights and remedies are cumulative.

8.2

Costs of Enforcement. Guarantor shall pay, on demand, all reasonable costs and expenses (including reasonable attorneys’

fees actually incurred) incurred by Lender in enforcing this Guaranty.

8.3

Governing Law. This Guaranty is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles.

8.4

Venue; Jury Waiver. Any action arising out of or relating to this Guaranty shall be brought exclusively in the state or federal

courts located in New Hanover County, North Carolina, and the parties consent to personal jurisdiction and venue therein. GUARANTOR AND

LENDER EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY.

8.5

Notices. All notices must be in writing and sent by email (with confirmation of delivery) and by recognized overnight courier

to the addresses set forth on the signature page or as otherwise designated in writing.

8.6

Entire Agreement; Amendment. This Guaranty, together with the Note, constitutes the entire agreement regarding its subject matter.

This Guaranty may be amended only by a written instrument signed by Guarantor and Lender.

8.7

Successors and Assigns. This Guaranty binds Guarantor and its successors and inures to the benefit of Lender and its successors

and permitted assigns under Section 11 of the Note, and shall automatically follow any assignment of the Note made in accordance therewith.

Guarantor may not assign its obligations.

8.8

Severability; Counterparts. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. This

Guaranty may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute

one instrument.

Guaranty Agreement (NextBoat) | Page 3

SIGNATURES

WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above.

GUARANTOR:

NEXTBOAT, INC., a Nevada corporation

By:

Name:

Chad Corbin

Title:

Chief Financial Officer

Date:

Notice Address: 1701 Jel Wade Drive, Wilmington,

NC 28401

Email:

Legal@nextboat.com

ACCEPTED: LENDER

BPC MANAGEMENT, LLC

By:

Name:

[Redacted]

Title:

President

Guaranty Agreement (NextBoat) | Page 4

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit 10.3

EXECUTION VERSION

PERSONAL

GUARANTY AND STOCK PLEDGE AGREEMENT

This

Personal Guaranty and Stock Pledge Agreement (this “Agreement”) is made as of October ____, 2026, by JASON RUEGG,

an individual (“Guarantor”), and RUEGG CAPITAL GROUP, INC., a North Carolina business corporation (“Pledgor”),

in favor of BPC MANAGEMENT, LLC, a North Carolina limited liability company (in its capacity as lender, “Lender,”

and in its capacity as secured party, “Secured Party”).

RECITALS

Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company (“Borrower”), has issued to Lender that

certain Subordinated Promissory Note dated as of the date of this Agreement in the principal amount of up to $2,200,000 (as amended,

restated, supplemented, or otherwise modified from time to time, the “Note”), under which Lender is making the Initial

Advance and may, at its option, make the Second Advance.

Guarantor is the Manager of Borrower and the controlling shareholder of NextBoat, Inc., a Nevada corporation and the parent of Borrower

(“NextBoat” or the “Issuer”), and is the President of Pledgor. Guarantor will derive substantial

direct and indirect benefit, and Pledgor, as an affiliate of Borrower under common control with Borrower, will derive substantial indirect

benefit, from the Advances.

As a condition to, and in material inducement of, Lender making the Advances, Lender requires that (i) Guarantor guarantee the Obligations

and (ii) Pledgor pledge the Pledged Collateral as security, and each of Guarantor and Pledgor is willing to do so.

NOW,

THEREFORE, in consideration of the foregoing and to induce Lender to make the Advances, Guarantor and Pledgor agree as follows:

DEFINITIONS

1.1

Obligations. “Obligations” means all present and future indebtedness, liabilities, and obligations of Borrower

to Lender arising under or in connection with the Note (whether now existing or hereafter arising, and whether direct or indirect, absolute

or contingent), including all principal of each Advance, Interest, Origination Fees, any Extension Premium, Default Interest, and all

costs and expenses of enforcement and collection (including reasonable attorneys’ fees) payable under the Note.

1.2

Pledged Shares. “Pledged Shares” means __________ (______) shares of common stock of the Issuer (NYSE American:

NXB) (the “Common Stock”) registered in the name of Pledgor on the books of the Transfer Agent, having an aggregate

Collateral Value of not less than $5,000,000 as of the date of this Agreement (determined using the ten (10) Trading Day VWAP ending

on the Trading Day before the date of this Agreement), together with all additional shares of Common Stock or other securities delivered,

substituted, or required to be delivered under Section 10.

1.3

Pledged Collateral. “Pledged Collateral” means, collectively, the Pledged Shares and all dividends, distributions,

stock splits, reclassifications, substitutions, additions, and other proceeds of or with respect to the Pledged Shares.

1.4

Transfer Agent; Escrow Agent. “Transfer Agent” means ClearTrust, LLC, the transfer agent for the Common Stock,

or any successor transfer agent. “Escrow Agent” means ClearTrust, LLC or such other escrow or control party as the

parties may mutually engage to hold or control the Pledged Collateral.

Personal Guaranty and Stock Pledge Agreement | Page 1

1.5

Collateral Value. “Collateral Value” means, as of any date of determination, the number of Pledged Shares multiplied

by the volume-weighted average price per share of the Common Stock on the NYSE American (or the principal securities market on which

the Common Stock is then traded) over the ten (10) consecutive Trading Days ending on such date.

1.6

Required Coverage Amount. “Required Coverage Amount” means $5,000,000, which shall not be reduced by any partial

payment of the Obligations.

1.7

Other Terms. “Securities Act” means the Securities Act of 1933, as amended; “Rule 144” means

Rule 144 thereunder; “Trading Day” and “Business Day” have their customary meanings. Capitalized

terms used but not defined in this Agreement have the meanings given to them in the Note.

GUARANTY

2.1

Guaranty of Payment and Performance. Guarantor absolutely, unconditionally, and irrevocably guarantees to Lender the full and

punctual payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all of the Obligations. This

is a guaranty of payment and performance, and not merely of collection.

2.2

Direct Liability. Lender may enforce this Agreement against Guarantor without first proceeding against Borrower, NextBoat, any

other guarantor, or any collateral (including the Pledged Collateral), and without pursuing any other right or remedy. Guarantor’s

liability is primary, direct, and independent of the obligations of Borrower and NextBoat.

CONTINUING GUARANTY

This

guaranty is a continuing guaranty and applies to all Obligations, including Obligations arising from the Second Advance, without the

need for any further consent, acknowledgment, or signature by Guarantor. It remains in full force and effect until all Obligations have

been indefeasibly paid and performed in full, and is not discharged by any intermediate payment or satisfaction.

GUARANTY ABSOLUTE; WAIVERS

4.1

Absolute and Unconditional. The obligations of Guarantor are absolute and unconditional and shall not be affected, reduced, released,

or impaired by, and Guarantor waives any defense based upon: (a) any lack of validity, legality, or enforceability of the Note or any

Obligation; (b) any change in the time, manner, or place of payment of, or any amendment, modification, extension, renewal, increase,

or waiver of, the Note or any Obligation, whether or not Guarantor has notice or consents thereto; (c) any release, substitution, impairment,

or non-perfection of any collateral (including the Pledged Collateral), or any release or modification of the liability of Borrower,

NextBoat, or any other guarantor or co-obligor; (d) the absence of any action to enforce the Obligations against Borrower or any other

person; (e) any insolvency, bankruptcy, reorganization, or similar proceeding affecting Borrower; or (f) any other circumstance (other

than indefeasible payment in full) that might otherwise constitute a defense available to, or a discharge of, a guarantor or surety.

4.2

Waivers. Guarantor waives: (a) presentment, demand for payment, protest, notice of dishonor, notice of acceptance, notice of the

creation or incurrence of any Obligation, and all other notices and demands; (b) any requirement that Lender first proceed against, exhaust

its remedies against, or marshal assets in favor of Borrower, any collateral, or any other guarantor or co-obligor; and (c) all suretyship

and guarantor defenses generally.

Personal Guaranty and Stock Pledge Agreement | Page 2

REINSTATEMENT

any payment applied to the Obligations is at any time rescinded, avoided, or must otherwise be restored or returned by Lender, whether

upon the insolvency, bankruptcy, or reorganization of Borrower or otherwise, this Agreement and Guarantor’s obligations hereunder

(including the pledge of the Pledged Collateral) shall be reinstated with respect to the amount so restored or returned as though such

payment had not been made.

SUBORDINATION; WAIVER OF SUBROGATION

Until

all Obligations have been indefeasibly paid in full: (a) Guarantor waives and shall not exercise any right of subrogation, reimbursement,

indemnification, or contribution against Borrower arising out of any payment made or Pledged Collateral applied under this Agreement;

and (b) any present or future indebtedness of Borrower owing to Guarantor is subordinated to the prior indefeasible payment in full of

the Obligations, provided that the foregoing is subject and subordinate to any prior subordination of such indebtedness in favor of the

Senior Lender.

GUARANTOR REPRESENTATIONS

Guarantor

represents and warrants that: (a) Guarantor has the legal capacity to enter into and perform this Agreement; (b) this Agreement constitutes

the legal, valid, and binding obligation of Guarantor, enforceable in accordance with its terms; (c) Guarantor will derive substantial

benefit from the Advances; (d) Guarantor has had the opportunity to consult independent legal, tax, and financial advisors of Guarantor’s

choosing and is not relying on any statement of Lender; (e) Guarantor and Pledgor acknowledge that counsel to Borrower and NextBoat represents

Borrower and NextBoat only, and has not represented Guarantor or Pledgor in connection with this Agreement; (f) the execution and delivery

of this Agreement do not violate any agreement or order binding upon Guarantor; and (g) there are no agreements, arrangements, or understandings

between Guarantor or his affiliates, on the one hand, and Lender or its affiliates, on the other hand, relating to the Note or this Agreement

other than the Note and the Credit Support Documents.

GRANT OF SECURITY INTEREST; LIMITED RECOURSE

8.1

Grant. As security for the prompt and complete payment and performance of the Obligations and all of Guarantor’s obligations

under this Agreement, Pledgor hereby pledges, assigns, and grants to Secured Party a continuing first-priority security interest in and

lien upon all of Pledgor’s right, title, and interest in and to the Pledged Collateral, whether now owned or hereafter acquired

and wherever located.

8.2

Limited Recourse to Pledgor. Except for Pledgor’s fraud, intentional misrepresentation, willful misconduct, unauthorized

transfer or double pledge of Pledged Collateral, Pledgor’s liability for payment of the Obligations is limited to the Pledged Collateral.

Nothing limits Guarantor’s full-recourse personal liability or Pledgor’s liability for its own wrongful acts.

DELIVERY, ESCROW, AND PERFECTION

9.1

Control of Book-Entry Shares. The parties acknowledge that the Pledged Shares are uncertificated securities held in direct-registration

(book-entry) form on the books of the Transfer Agent. Promptly following the date of this Agreement, Pledgor shall, and shall cause the

Transfer Agent to, take such actions as are necessary to grant Secured Party “control” of the Pledged Collateral within the

meaning of Sections 8-106(c) and 9-106 of the Uniform Commercial Code, including by (a) entering into the Escrow and Control Agreement

among Pledgor, Secured Party, and ClearTrust, LLC, as Escrow Agent (the “Control Agreement”), (b) causing the Transfer

Agent to register the Pledged Shares in a pledged book-entry position identifying Secured Party as pledgee, and (c) causing the Transfer

Agent to record a pledge notation and stop-transfer restriction against the Pledged Shares. Pledgor shall execute such instructions,

assignments, and authorizations (with medallion signature guarantees where required) as the Transfer Agent reasonably requires.

Personal Guaranty and Stock Pledge Agreement | Page 3

9.2

Control Agreement. In the event of any conflict between this Agreement and the Control Agreement as to the parties’ rights

in the Pledged Collateral, this Agreement controls as between Pledgor and Secured Party.

9.3

Further Assurances. Pledgor authorizes Secured Party to file one or more UCC financing statements describing the Pledged Collateral,

and shall promptly execute and deliver such stock powers, instructions, and other documents, and take such further actions, as Secured

Party may reasonably request to create, perfect, maintain, and enforce the security interest granted under this Agreement.

10.

COVERAGE; TOP-UP; SUBSTITUTION

10.1

Minimum Coverage. Pledgor shall at all times maintain Pledged Collateral having a Collateral Value of not less than the Required

Coverage Amount.

10.2

Top-Up. Secured Party may determine Collateral Value at any time. If at any time the Collateral Value is less than the Required

Coverage Amount, then within three (3) Business Days after notice from Secured Party, Pledgor shall deposit with the Escrow Agent additional

shares of Common Stock (which shall become Pledged Shares), other marketable securities acceptable to Secured Party, or cash, in an amount

sufficient to restore the Collateral Value to at least the Required Coverage Amount. Failure to do so within such period is an Event

of Default.

10.3

Substitution and Release of Excess. Pledgor may, with Secured Party’s prior written consent (not to be unreasonably withheld),

substitute collateral of equal or greater Collateral Value. So long as no Event of Default exists, Secured Party shall, upon Pledgor’s

written request, instruct the Escrow Agent to release Pledged Collateral to the extent the Collateral Value, after giving effect to the

release, would exceed the Required Coverage Amount.

11.

SECURITIES LAW MATTERS; RULE 144

11.1

Restricted and Control Securities. Pledgor acknowledges that the Pledged Shares are “restricted securities” and/or

“control securities” within the meaning of the Securities Act, are held by an affiliate of the Issuer, may bear a restrictive

legend, and that any sale, transfer, or other disposition of the Pledged Collateral by Secured Party is subject to the Securities Act,

Rule 144, and applicable state securities laws.

11.2

Cooperation. Pledgor shall, at Pledgor’s expense, cooperate with Secured Party to facilitate any permitted disposition of

the Pledged Collateral, including by furnishing Rule 144 seller representation letters and any required Form 144, instructing the Transfer

Agent to remove restrictive legends and process transfers when permitted, and providing customary legal opinions; provided that nothing

herein requires Secured Party or the Issuer to register the Pledged Collateral under the Securities Act.

11.3

Commercial Reasonableness. Pledgor agrees that, in light of applicable securities-law restrictions, Secured Party may dispose

of the Pledged Collateral in one or more private sales, sales of restricted securities, or sales limited to purchasers who will agree

to acquisition for investment and not with a view to distribution, and that any such disposition conducted in compliance with applicable

securities laws shall be deemed commercially reasonable notwithstanding that it may yield a lower price than a public sale of unrestricted

securities.

Personal Guaranty and Stock Pledge Agreement | Page 4

11.4

Insider Policy; Filings. Guarantor and Pledgor acknowledge that (a) the pledge of the Pledged Shares is subject to pre-clearance

under the Issuer’s insider trading policy, which shall be obtained before the Control Agreement is delivered to the Transfer Agent;

(b) Guarantor and Pledgor are solely responsible for any filings required of them under Sections 13(d) and 16 of the Securities Exchange

Act of 1934, as amended, in connection with this Agreement; and (c) the Issuer may describe this Agreement, and file it as an exhibit,

in its filings with the Securities and Exchange Commission.

12.

VOTING AND DISTRIBUTIONS

12.1

Before Default. So long as no Event of Default has occurred and is continuing, Pledgor may exercise voting rights with respect

to the Pledged Shares in a manner not inconsistent with this Agreement and may retain ordinary cash dividends; provided that all stock

dividends, stock splits, reclassifications, and other non-cash distributions on the Pledged Shares shall constitute Pledged Collateral

and be delivered to the Escrow Agent.

12.2

After Default. Upon and during the continuance of an Event of Default, Secured Party may, upon notice, exercise all voting and

consensual rights with respect to the Pledged Shares and receive and apply all dividends and distributions to the Obligations.

13.

PLEDGE REPRESENTATIONS AND COVENANTS

13.1

Representations. Pledgor represents and warrants that: (a) Pledgor is a North Carolina business corporation, duly organized, validly

existing, and in good standing; (b) Pledgor is the sole legal and beneficial owner of the Pledged Shares, free and clear of all liens,

encumbrances, and adverse claims other than the security interest granted hereunder; (c) the Pledged Shares are not subject to, and are

separate from any shares subject to, the pledge in favor of RLLT Capital, LLC under the Personal Guaranty and Stock Pledge Agreement

dated as of June 22, 2026, or any other pledge, lock-up, or control arrangement; (d) the Pledged Shares are duly authorized, validly

issued, fully paid, and non-assessable; (e) the execution, delivery, and performance of this Agreement and the pledge of the Pledged

Collateral have been duly authorized by all necessary corporate action of Pledgor; and (f) no consent or approval not obtained is required

for the pledge, other than the Issuer, Transfer Agent, and securities-law compliance steps contemplated by Sections 9 and 11.

13.2

Covenants. Pledgor shall not, without Secured Party’s prior written consent: (a) sell, assign, transfer, or otherwise dispose

of any Pledged Collateral; (b) create or permit any lien on the Pledged Collateral other than the security interest granted hereunder;

or (c) take or omit any action that would impair the Pledged Collateral or Secured Party’s security interest or control. Pledgor

shall maintain the Required Coverage Amount and promptly notify Secured Party of any event materially affecting the Pledged Collateral.

14.

EVENTS OF DEFAULT; REMEDIES

14.1

Events of Default. Each of the following is an “Event of Default”: (a) an Event of Default under the Note after

any expressly applicable cure period; (b) failure to pay any amount when due; (c) failure to satisfy Section 10.2 within its stated period;

(d) any unauthorized transfer, pledge or impairment of Pledged Collateral by Pledgor or Guarantor; (e) loss of perfected first-priority

control of the Pledged Collateral, or any adverse claim to the Pledged Collateral, regardless of cause; provided that if such loss results

from an administrative issue outside the control of Pledgor and Guarantor, it shall not be an Event of Default if control is restored

within five (5) Business Days and no competing claim arises; (f) any materially false representation; or (g) failure to comply with any

other material obligation for three (3) Business Days after notice, but only if capable of cure.

Personal Guaranty and Stock Pledge Agreement | Page 5

14.2

Remedies. Upon an Event of Default, Secured Party may exercise all rights and remedies of a secured party under the Uniform Commercial

Code and other applicable law, including the right to instruct the Escrow Agent and Transfer Agent to transfer the Pledged Collateral

to Secured Party or its designee, to register the Pledged Shares in Secured Party’s name, and to sell or otherwise dispose of the

Pledged Collateral (subject to Section 11) and apply the net proceeds to the Obligations. Guarantor remains liable for any deficiency.

Any requirement of reasonable notice is satisfied if notice is given at least ten (10) days before the disposition.

15.

RELEASE

Upon

the indefeasible payment and performance in full of all Obligations, Secured Party shall, at Pledgor’s expense, release the security

interest in the Pledged Collateral, authorize the termination of any UCC financing statements, and instruct the Escrow Agent and Transfer

Agent to release the Pledged Collateral to Pledgor and remove any related restrictive notations.

16.

GENERAL

16.1

No Waiver; Cumulative Remedies. No failure or delay by Lender or Secured Party in exercising any right operates as a waiver, and

no single or partial exercise precludes any further exercise. All rights and remedies are cumulative.

16.2

Costs of Enforcement. Guarantor shall pay, on demand, all reasonable costs and expenses (including reasonable attorneys’

fees) incurred by Lender or Secured Party in enforcing this Agreement or realizing on the Pledged Collateral.

16.3

Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles;

provided that the perfection, effect of perfection, and priority of the security interest in the Pledged Collateral may be governed by

the Uniform Commercial Code of another jurisdiction to the extent required thereunder.

16.4

Venue; Jury Waiver. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal

courts located in New Hanover County, North Carolina, and the parties consent to personal jurisdiction and venue therein. GUARANTOR,

PLEDGOR, AND LENDER EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY.

16.5

Notices. All notices must be in writing and sent by email (with confirmation of delivery) and by recognized overnight courier

to the addresses set forth on the signature page or as otherwise designated in writing.

16.6

Entire Agreement; Amendment. This Agreement, together with the Note and the Control Agreement, constitutes the entire agreement

regarding its subject matter. This Agreement may be amended only by a written instrument signed by Guarantor, Pledgor, and Lender.

16.7

Successors and Assigns. This Agreement binds Guarantor and Guarantor’s heirs, executors, administrators, estate, and successors,

and Pledgor and its successors, and inures to the benefit of Lender and its successors and permitted assigns under Section 11 of the

Note, and shall automatically follow any assignment of the Note made in accordance therewith. Neither Guarantor nor Pledgor may assign

its obligations.

16.8

Severability; Counterparts. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. This

Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together

constitute one instrument.

Personal Guaranty and Stock Pledge Agreement | Page 6

SIGNATURES

WITNESS WHEREOF, Guarantor and Pledgor have executed this Agreement as of the date first written above.

GUARANTOR:

Jason Ruegg, individually

Date:

Address:

Email:

PLEDGOR:

RUEGG

CAPITAL GROUP, INC.

By:

Name:

Jason Ruegg

Title:

President

Date:

Address:

1701 Jel Wade Dr., Wilmington, NC 28401

ACCEPTED:

LENDER AND SECURED PARTY

BPC

MANAGEMENT, LLC

By:

Name:

[Redacted]

Title:

President

Personal Guaranty and Stock Pledge Agreement | Page 7

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