Form 8-K

8-K — NextBoat Inc.

Accession: 0001493152-26-049199

Filed: 2026-10-29

Period: 2026-10-23

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: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002067767

2026-10-23

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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 23, 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.

Revolving

Credit Agreement

October 23, 2026, following approval by the disinterested members of the Company’s Board of

Directors, Off The Hook Yacht Sales NC, LLC (“Off

The Hook”), a wholly owned subsidiary of NextBoat Inc. (the “Company”), and the Company, as guarantor, entered into

a Revolving Credit Agreement (the “Credit Agreement”) with RLLT Capital, LLC (the “Lender”), providing Off The

Hook with a revolving line of credit in an aggregate principal amount outstanding at any time not to exceed $5.0 million (the “Commitment”)

for working capital, inventory purchases (including trade-in vessels) and related business purposes. Advances under the Credit Agreement

are evidenced by a revolving promissory note of Off The Hook in the principal amount of up to $5.0 million (the “Note”).

On October 22, 2026, the Lender funded an initial advance in the principal amount of $2.0 million (the “Initial Advance”).

Off The Hook may request subsequent advances in the principal amount of $1.0 million or integral multiples thereof upon not less than

three business days’ notice, and may borrow, repay and reborrow during the availability period, provided that aggregate outstanding

advances may not exceed the Commitment. The Lender’s obligation to fund each requested advance is subject only to the satisfaction

of the conditions set forth in the Credit Agreement.

Advances

bear interest at a fixed rate of 12.99% per annum, payable monthly in arrears, increasing by 2.0% per annum during the continuance of

an event of default upon notice from the Lender. No interest or unused commitment fee accrues on the undrawn portion of the Commitment.

Off The Hook is required to pay an origination fee equal to 2.0% of the amount by which an advance increases the highest aggregate principal

amount previously outstanding, with no fee payable on reborrowings and aggregate origination fees capped at $100,000. The origination

fee on the Initial Advance was $40,000. All outstanding advances, together with accrued interest, are due on October 22, 2027, the first

anniversary of the closing date, unless extended by written agreement of the Lender and Off The Hook. Off The Hook may prepay advances,

and may terminate the Commitment or reduce it in $1.0 million increments upon five business days’ notice, in each case without

premium or penalty.

The

Company has unconditionally and irrevocably guaranteed the payment of Off The Hook’s obligations under the Credit Agreement. The

obligations are unsecured as to the assets of Off The Hook and the Company, are secured only by the pledge of shares of the Company’s

common stock described below, and the Credit Agreement does not restrict Off The Hook’s floorplan financing with Red Oak Inventory

Finance, LLC. The Credit Agreement contains customary representations, warranties, covenants and events of default, including payment

defaults, breaches of covenants or representations (subject to cure periods), bankruptcy events, acceleration of more than $1.0 million

of floorplan indebtedness that is not rescinded within 30 days, and the Company’s written repudiation of its guaranty, upon which

the Lender may terminate the Commitment, accelerate amounts outstanding, enforce the stock pledge and enforce the Company’s guaranty.

Stock

Pledge Agreement

The

Company is disclosing the transaction as a related-party transaction because Ruegg Capital Group, Inc. (“RCG”), an entity

controlled by Jason Ruegg, the Company’s President, Chairman and controlling stockholder, who also serves as manager of Off The

Hook, and Mr. Ruegg individually entered into a Stock Pledge Agreement, dated as of October 23, 2026 (the “Pledge Agreement”),

with the Lender and the Company, pursuant to which they pledged an aggregate of 7,874,000 shares of the Company’s common stock

(7,221,000 shares by RCG and 653,000 shares by Mr. Ruegg), having an aggregate market value of approximately $15.0 million based on a

ten trading day volume-weighted average price of $1.905236 per share, as security for Off The Hook’s obligations. The pledged shares

are separate from, and in addition to, the shares of the Company’s common stock pledged by RCG to BPC Management, LLC, as previously

disclosed in the Company’s Current Report on Form 8-K filed on October 19, 2026. The shares pledged under the Pledge Agreement

represent approximately 31.3% of the 25,142,895 shares of the Company’s common stock outstanding as of August 13, 2026. Following

the pledge, Mr. Ruegg and RCG have pledged an aggregate of 10,374,000 shares

of the Company’s common stock, representing approximately 41.3% of

the Company’s outstanding common stock. The number of shares pledged under the Pledge Agreement is fixed, no additional collateral

is required upon a decline in the market price of the common stock, and pledged shares are subject to release in the circumstances specified

in the Credit Agreement. Neither RCG nor Mr. Ruegg is a guarantor of Off The Hook’s obligations, and the Lender’s recourse

against each of them is limited to the shares pledged by it or him and their proceeds. Upon an event of default and the expiration of

a ten business day redemption period, the Lender may sell the pledged shares, which could result in a change in control of the Company.

The pledged shares are held by ClearTrust, LLC, the Company’s transfer agent, as escrow agent, subject to a pledge notation and

stop-transfer instruction in favor of the Lender under an Escrow and Control Agreement among the pledgors, the Lender and ClearTrust,

LLC. The Audit Committee of the Company’s Board of Directors approved the transaction as a related-party transaction on October

22, 2026, and the disinterested members of the Board of Directors, with Mr. Ruegg abstaining, approved the transaction on October 23,

2026.

Warrant

additional consideration for the Commitment, the Company agreed to issue to the Lender a common stock purchase warrant (the “Warrant”)

to purchase 100,000 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $2.50 per share.

The Warrant will be issued following approval by NYSE American LLC of the Company’s supplemental listing application for the Warrant

Shares, which has been submitted and remains pending. The Warrant will be fully vested and non-forfeitable upon issuance, will have a

five-year term, will be exercisable for cash or, solely with respect to Warrant Shares that are neither registered for resale nor freely

saleable under Rule 144, by net exercise, and will be subject to a 4.99% beneficial ownership limitation (or 9.99% at the Lender’s

election). The Company has agreed to use commercially reasonable efforts to include the resale of the Warrant Shares in its next registration

statement on Form S-1.

The

foregoing descriptions of the Credit Agreement (including the form of Note attached as Exhibit A thereto), the Pledge Agreement and the

Warrant are summaries only and are qualified in their entirety by reference to the full text of such documents, copies or forms of which

are filed as Exhibits 10.1, 10.2 and 4.1, 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 22, 2026, the Lender funded the Initial Advance in the principal amount of $2.0 million under the Credit Agreement, 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 Credit Agreement. Off The Hook may incur up to an additional $3.0 million in principal through subsequent advances under the

Commitment.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Warrant is incorporated herein by reference. The

Warrant will be issued, and the Warrant Shares will be issued upon exercise, in reliance on the exemption from registration provided

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Lender has represented that it is

an accredited investor as defined in Rule 501(a) under the Securities Act and is acquiring the Warrant for investment and not with a

view to distribution.

Item

7.01. Regulation FD Disclosure.

October 29, 2026, the Company issued a press release announcing the financing described in Item 1.01 of this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibits

4.1

Form of Common Stock Purchase Warrant to be issued by NextBoat Inc. to RLLT Capital, LLC.

10.1*

Revolving Credit Agreement, dated as of October 23, 2026, by and among Off The Hook Yacht Sales NC, LLC, NextBoat Inc. and RLLT Capital, LLC (including the form of Revolving Promissory Note attached as Exhibit A thereto).

10.2*

Stock Pledge Agreement, dated as of October 23, 2026, by and among Ruegg Capital Group, Inc., Jason Ruegg, RLLT Capital, LLC and NextBoat Inc.

99.1

Press Release, dated October 29, 2026.

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 29, 2026

NextBoat

Inc.

By:

/s/

Ross Tannenbaum

Name:

Ross

Tannenbaum

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

EXECUTION

VERSION

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

NEXTBOAT

INC.

Warrant

Shares: 100,000 | Issuance Date: October [●], 2026

THIS

WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, RLLT Capital, LLC, a North

Carolina limited liability company, or its permitted 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 the Issuance Date 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 100,000 shares (as subject

to adjustment hereunder, the “Warrant Shares”) of Common Stock at an exercise price of $2.50 per share (as subject

to adjustment hereunder, the “Exercise Price”). This Warrant is issued pursuant to Article 10 of the Revolving Credit

Agreement, dated as of October 21, 2026, by and among Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company, the

Company and the Holder (the “Credit Agreement”).

DEFINITIONS

addition to the terms defined elsewhere in this Warrant or in the Credit Agreement, the following terms have the meanings indicated in

this Section 1:

1.1.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

1.2.

“Board of Directors” means the board of directors of the Company.

1.3.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New

York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to

be authorized or required by law to remain closed due to the closure of any physical branch locations at the direction of any governmental

authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York

generally are open for use by customers on such day.

1.4.

“Commission” means the United States Securities and Exchange Commission.

1.5.

“Common Stock” means the common stock of the Company, $0.001 par value per share, and any other class of securities

into which such securities may hereafter be reclassified or changed.

1.6.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,

Common Stock.

1.7.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.8.

“Fundamental Transaction” means (i) a transaction or series of related transactions in which any “person”

or “group” (within the meaning of Section 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”

(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting securities of the

Company having the right to vote for the election of members of the Board of Directors, (ii) any reorganization, merger or consolidation

of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company

outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series

of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company

or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of

the Company.

1.9.

“Net Exercise” means an exercise of this Warrant solely with respect to Warrant Shares that, as of the date of the

applicable Notice of Exercise, are neither (i) covered by an effective registration statement under the Securities Act permitting resale

by the Holder nor (ii) eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, in which

the Holder elects to pay the aggregate Exercise Price by instructing the Company to withhold a number of such Warrant Shares then issuable

upon such exercise with an aggregate VWAP (calculated as of the Trading Day immediately preceding the date of the applicable Notice of

Exercise) equal to such aggregate Exercise Price. In the event of any withholding of Warrant Shares pursuant to a Net Exercise where

the number of Warrant Shares whose value is equal to the aggregate Exercise Price is not a whole number, the number of Warrant Shares

withheld by the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by wire

transfer of immediately available funds) based on the incremental fraction of a Warrant Share being so withheld in an amount equal to

the product of (x) such incremental fraction of a Warrant Share being so withheld multiplied by (y) the VWAP per Warrant Share as of

the Trading Day immediately preceding the date of the applicable Notice of Exercise.

1.10.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint

venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

1.11.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.12.

“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

1.13.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

1.14.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for

trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,

the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

1.15.

“Transfer Agent” means ClearTrust LLC, the current transfer agent of the Company, with a mailing address of 16540

Pointe Village Dr, Suite 210, Lutz, Florida 33558 and an email address of Inbox@ClearTrustTransfer.com, and any successor transfer agent

of the Company.

1.16.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the

nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,

the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,

(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported

on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as agreed by the Holder

and the Company; provided, however, that if the Holder and the Company cannot agree on such fair market value and obtaining a third-party

valuation is reasonably necessary to determine it, such fair market value shall be determined by a nationally recognized investment banking,

accounting or valuation firm selected in good faith by the Holder and reasonably acceptable to the Company, and the Company shall pay

the fees and expenses of such firm only in that circumstance.

1.17.

“Warrants” means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

EXERCISE

2.1.

Exercise of Warrant. This Warrant is fully vested and exercisable as of the Issuance Date and is not subject to forfeiture by

reason of any prepayment, reduction or termination of the Commitment under the Credit Agreement. Exercise of the purchase rights represented

by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before the Termination

Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially

in the form attached hereto as Exhibit 2.1 (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day

and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2.2.1) following the date of exercise

as aforesaid, the Holder shall (i) deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of

Exercise by (A) wire transfer or cashier’s check drawn on a United States bank, (B) Net Exercise solely to the extent permitted

under Section 1.9, or (C) any combination of the foregoing; provided that any Warrant Shares that, as of the date of the applicable Notice

of Exercise, are covered by an effective registration statement under the Securities Act permitting resale by the Holder or are eligible

for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 shall be exercised only for cash, and (ii)

surrender this Warrant to the Company. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other

type of guarantee or notarization) of any Notice of Exercise be required. Unless the purchase rights represented by this Warrant have

expired or have been fully exercised, the Company shall deliver to the Holder a new Warrant pursuant to Section 2.2.2. The Holder shall

not be required to physically surrender this Warrant as a condition to exercise unless this Warrant is exercised in full. Partial exercises

of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of

lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares

purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and remaining available for

purchase and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day

of receipt of such notice.

2.2.

Mechanics of Exercise.

2.2.1.

Delivery of Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate or by electronic delivery (at the election of the

Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder

in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice

of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice

of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall

be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has

been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is

received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period

following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise,

the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares subject

to such Notice of Exercise irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver

to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder,

in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of

the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third

(3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant

Shares are delivered or the Holder rescinds such exercise. The Company agrees to maintain a Transfer Agent that is a participant in the

FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

2.2.2.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, upon surrender of

this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of

the Holder to purchase the unpurchased Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical

with this Warrant.

2.2.3.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2.2.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

2.2.4.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2.2.1 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case

such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had

the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having

a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall

be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder

in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit the Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise

of the Warrant as required pursuant to the terms hereof.

2.2.5.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

2.2.6.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered

for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.2.6 duly executed by the Holder and the Company

may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to The Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

2.2.7.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

2.3.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have

the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such

issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and

any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the

foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties

shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is

being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.3,

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Warrant is exercisable (in

relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant

is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s

determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable, in each case subject to the

Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In

addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange

Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.3, in determining the number of outstanding

shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s

most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company

or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of the Holder, the Company shall, within one (1) Trading Day, confirm orally and in writing to the Holder

the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined

after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates

or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% (or, upon election by the Holder prior to the issuance of this Warrant, 9.99%) of the

number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon

exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions

of this Section 2.3, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder

and the provisions of this Section 2.3 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective

until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof)

which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor

holder of this Warrant.

CERTAIN ADJUSTMENTS

3.1.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common

Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the

numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after

the effective date in the case of a subdivision, combination or re-classification.

3.2.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or

substantially all) of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the

Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder

could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,

however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial

ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall

be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial

Ownership Limitation).

3.3.

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of shares of Common Stock, by

way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or

options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)

(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled

to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would

result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution

to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the

portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would

not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely

exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder

until the Holder has exercised this Warrant.

3.4.

Adjustment for Reorganization, Consolidation, Merger. Except as provided in Section 3.6.3, in case of any recapitalization, reorganization,

consolidation or merger of the Company after the date of this Warrant (other than a Fundamental Transaction), or in case, after such

date, the Company shall consolidate with or merge into another corporation, then, and in each such case, the Holder, upon the exercise

of this Warrant (as provided in Section 2 above), at any time after the consummation of such recapitalization, reorganization, consolidation

or merger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant

prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation

of such recapitalization, reorganization, consolidation or merger if the Holder had exercised this Warrant immediately prior thereto,

all subject to further adjustment as provided in this Warrant, and the successor or purchasing corporation in such reorganization, consolidation

or merger (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation’s

obligations under this Warrant. In each such case, the terms of this Warrant shall be applicable to the units or other securities or

property receivable upon the exercise of this Warrant after the consummation of such recapitalization, reorganization, consolidation

or merger.

3.5.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

3.6.

Notice to Holder.

3.6.1.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares, and setting forth a brief statement of the facts requiring such adjustment.

3.6.2.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distribution, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property

deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver

such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified

in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding

the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

3.6.3.

Notice of Fundamental Transaction. In the case of a Fundamental Transaction, the Company shall give the Holder at least 30 days’

advance written notice of such Fundamental Transaction. During such notice period, the Holder may (i) exercise this Warrant in accordance

with its terms, or (ii) elect for this Warrant to remain outstanding after such Fundamental Transaction and, in lieu of the Warrant Shares,

be exercisable for the kind and number of units, shares of stock or other securities or assets of the Company or of the successor entity

resulting from such Fundamental Transaction that the Holder would have received if it had exercised this Warrant immediately before such

Fundamental Transaction.

3.7.

Automatic Conversion upon Fundamental Transaction. Subject to the Holder’s prior exercise or election as provided in Section

3.6.3 above, this Warrant shall automatically be converted immediately prior to the consummation of such Fundamental Transaction into

the right to receive, without further action by the Holder, the kind and number of shares of stock or other securities or assets of the

Company or of the successor entity that the Holder would have received if the Holder had exercised this Warrant immediately prior to

such Fundamental Transaction, and the successor or purchasing corporation in such Fundamental Transaction (if other than the Company)

shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation’s obligations under this Warrant.

3.8.

Voluntary Adjustment by Company. Subject to the rules and regulations of the Trading Market and the consent of the Holder, the

Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time

deemed appropriate by the Board of Directors.

TRANSFER OF WARRANT

4.1.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4.4 hereof,

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

only with the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion; provided, however,

that the Holder may transfer this Warrant without the Company’s prior written consent solely (a) to an Affiliate of the Holder

that is controlling, controlled by, or under common control with the Holder or (b) to a successor entity in connection with a merger,

consolidation, sale or other transaction pursuant to which such successor acquires substantially all of the business of the Holder, in

each case subject to compliance with applicable securities laws and Section 4.4. No transfer, whether or not requiring the Company’s

prior written consent, shall be permitted to (i) any competitor of the Company (for purposes of this clause (i), “competitor”

means a person whose primary business directly competes with the primary business of the Company, and shall not include any person solely

by reason of such person’s direct or indirect equity interest in an entity that competes with the Company), (ii) any activist investor

or activist fund (for purposes of this clause (ii), “activist investor or activist fund” means a person who, within the preceding

five (5) years, has (A) made a public proposal or announcement regarding a change in the management, board of directors, or strategic

direction of a publicly traded company without the prior consent of such company’s board of directors, or (B) initiated or publicly

supported a proxy contest or consent solicitation with respect to a publicly traded company), (iii) any person that is the target of

economic or trade sanctions administered or enforced by the United States or any other applicable governmental authority, or (iv) any

person that does not, as a condition to the transfer, execute a written agreement in form reasonably acceptable to the Company to be

bound by the terms of this Warrant. Any attempted transfer in violation of this Section 4.1 shall be void ab initio and of no force or

effect. Any permitted transfer shall be effected upon surrender of this Warrant at the principal office of the Company or its designated

agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit 2.2.6 duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the permitted

assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall

issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three

(3) Trading Days after the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,

if properly assigned in accordance herewith, may be exercised by a permitted new holder for the purchase of Warrant Shares without having

a new Warrant issued. For the avoidance of doubt, a change of control of the Holder shall not constitute a transfer of this Warrant for

purposes of this Section 4.1.

4.2.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4.1, as to any permitted transfer which may be involved in such

division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be

divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance

Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

4.3.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

4.4.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any permitted transfer of this Warrant,

the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities

Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions

or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that

(x) the transferor provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such

transferred Warrant under the Securities Act and (y) the transferee agree in writing to be bound by the terms of this Warrant.

4.5.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is an “accredited investor”

as defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring this Warrant and, upon any exercise hereof,

will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling

such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to

sales registered or exempted under the Securities Act.

MISCELLANEOUS

5.1.

No Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.2.1, except as expressly

set forth in Section 3. Without limiting any rights of the Holder to receive cash payments pursuant to Section 2.2.1 and Section 2.2.4

herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

5.2.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

5.3.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.4.

Authorized Shares.

5.4.1.

Reservation of Authorized and Unissued Shares. The Company covenants that, during the period the Warrant is outstanding, it will

reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the

Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant

shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise

of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading

Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise

of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment

for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no

further sums are required to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and

charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously

with such issue).

5.4.2.

Noncircumvention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,

without limitation, amending its articles of incorporation or other governing document, through any reorganization, transfer of assets,

consolidation, merger, dissolution, issue or sale of securities, or through any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms

and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant

against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant

Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action

as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares

upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents

from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under

this Warrant.

5.4.3.

Authorizations, Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant

Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions

thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

5.5.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of North Carolina, without regard to the principles of

conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the

transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers,

shareholders, partners, members, employees or agents) shall be commenced exclusively in the state courts located in New Hanover County,

North Carolina, or, if such court lacks subject matter jurisdiction, the federal courts having jurisdiction over New Hanover County,

North Carolina. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication of any dispute

hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and

agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,

that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to

it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party

shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or

proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with

the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph

shall limit or restrict the federal district court in which the Holder may bring a claim under the federal securities laws.

5.6.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will

have restrictions upon resale imposed by state and federal securities laws.

5.7.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact

that the right to exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall be construed as a waiver

by the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission

thereunder. Without limiting any other provision of this Warrant or the Credit Agreement, if the Company willfully and knowingly fails

to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder

such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees,

including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing

any of its rights, powers or remedies hereunder.

5.8.

Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,

any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier

service, addressed to the Company, at 1701 Jel Wade Dr, Wilmington, North Carolina 28401, Attention: Chief Executive Officer, email address:

Ross@nextboat.com, with a copy (which shall not constitute notice) to the Chief Legal Officer, email address: PaulGriffin@nextboat.com,

or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent

by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of the Holder appearing

in the Warrant Register. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or

communication is delivered via e-mail at the e-mail address set forth in this Section 5.8 on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent

that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.9.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,

whether such liability is asserted by the Company or by creditors of the Company.

5.10.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

5.11.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of the Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

5.12.

Amendment. This Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company

and the Holder.

5.13.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

5.14.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

5.15.

Registration Rights. If the Company files its next registration statement on Form S-1 after the date hereof (the “Next

S-1”), the Company shall (x) provide written notice to the Holder at least two (2) Business Days prior to the anticipated filing

date of the Next S-1 and (y) use commercially reasonable efforts to include in the Next S-1 the resale of Warrant Shares held by or issuable

upon exercise by the Holder, subject to (i) the Holder’s timely delivery to the Company of all information, questionnaires, certificates

and other materials reasonably requested by the Company concerning the Holder and its ownership and proposed disposition of such Warrant

Shares, (ii) any limitation, cutback or exclusion required by the Commission or applicable law or determined by the Company or any managing

underwriter or placement agent, if any, in its reasonable discretion to be necessary or advisable for the offering, and (iii) the Holder’s

timely cooperation with the Company and execution and delivery of customary selling-stockholder questionnaires, representations, warranties,

powers of attorney, lock-up provisions, underwriting or placement agreements, indemnification, contribution and other documents and obligations

customary for selling stockholders in an offering of the type contemplated. The Holder shall have no right to require the Company to

file any registration statement or to effect any separate or demand registration of the Warrant Shares or to enter into a separate registration

rights agreement, and nothing in this Section 5.15 shall require the Company to file or cause any registration statement to become effective

by any specified date or at all.

[NextBoat

Common Stock Purchase Warrant Signature Page Follows]

[NextBoat

Common Stock Purchase Warrant Signature Page]

WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be executed by its officer thereunto duly authorized as

of the date first above indicated.

NEXTBOAT INC.

By:

Name:

Chad Corbin

Its:

Chief Financial Officer

EXHIBIT

2.1

NOTICE

OF EXERCISE

To:

NEXTBOAT INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant. If any

portion of the exercise price is being paid by Net Exercise, the undersigned represents that the Warrant Shares designated for Net Exercise

are Warrant Shares that, as of the date hereof, are neither covered by an effective registration statement under the Securities Act permitting

resale by the Holder nor eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and acknowledges

that the number of Warrant Shares to be issued to the undersigned will be reduced by the number of Warrant Shares withheld to pay the

Exercise Price, as calculated in accordance with Section 1.9 of the Warrant. The undersigned tenders herewith payment of the exercise

price in full, together with all applicable transfer taxes, if any, for the Cash Exercise Shares (as defined below).

(2)

Payment shall take the form of (check applicable box(es)):

[ ] in lawful money of the United States for ________ Warrant Shares (the “Cash Exercise Shares”), including any Warrant

Shares that are covered by an effective registration statement under the Securities Act permitting resale by the Holder or are eligible

for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, with an aggregate Exercise Price of $________.

[ ] by Net Exercise for ________ Warrant Shares (the “Net Exercise Shares”), but only to the extent permitted by Section

1.9 of the Warrant. The undersigned acknowledges that the Company will withhold from the Net Exercise Shares a number of Warrant Shares

with an aggregate VWAP (calculated as of the Trading Day immediately preceding the date hereof) equal to the aggregate Exercise Price

for the Net Exercise Shares, and the undersigned will receive the remaining Warrant Shares after such withholding.

[ ] by a combination of the foregoing, as permitted under Section 1.9 of the Warrant.

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below: ______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number or address: ______________________________

(4)

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

By:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

EXHIBIT

2.2.6

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares of Common Stock.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name:

Address:

Phone Number:

Email Address:

Date:

Holder’s Signature:

Holder’s Address:

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

EXECUTION

VERSION

REVOLVING

CREDIT AGREEMENT

Dated

as of October 21, 2026

This

REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of October 21, 2026 (the “Effective Date”),

by and among OFF THE HOOK YACHT SALES NC, LLC, a North Carolina limited liability company (the “Borrower”), NEXTBOAT,

INC., a Nevada corporation (the “Guarantor” or the “Company”), and RLLT CAPITAL, LLC, a North Carolina

limited liability company (the “Lender”).

RECITALS

The Borrower is an operating subsidiary of the Company engaged in the sale of new and pre-owned yachts and related products and services.

The Borrower has requested that the Lender make available a revolving line of credit in an aggregate principal amount not to exceed Five

Million Dollars ($5,000,000) for working capital, inventory purchases (including trade-in vessels) and related business purposes, and

the Lender is willing to do so on the terms and subject to the conditions of this Agreement.

As an inducement to the Lender, (i) the Guarantor has agreed to guarantee the Obligations as set forth in Article 5, (ii) Ruegg Capital

Group, Inc., a North Carolina corporation controlled by Jason Ruegg (“RCG”), and Jason Ruegg (together with RCG, each

a “Pledgor” and together the “Pledgors”) have agreed, severally and solely as third-party pledgors,

to pledge shares of common stock of the Company as collateral pursuant to the Pledge Agreement, and (iii) the Company has agreed to issue

the Warrant to the Lender.

NOW,

THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt

and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE

DEFINITIONS

1.1

Defined Terms. As used in this Agreement, the following terms have the following meanings:

“Advance”

means each loan made by the Lender to the Borrower under Article 2, including the Initial Advance and each Subsequent Advance.

“Availability

Period” means the period from the Closing Date to, but excluding, the earlier of (a) the Maturity Date and (b) the date the

Commitment is terminated in accordance with this Agreement.

“Business

Day” means any day other than a Saturday, Sunday or day on which commercial banks in Wilmington, North Carolina are authorized

or required by law to close.

“Closing

Date” means the date on which the conditions in Section 6.1 are satisfied and the Initial Advance is funded, which the parties

expect to be October 22, 2026.

“Collateral

Coverage Ratio” means, as of any date of determination, the ratio of (a) the Market Value of all Pledged Shares to (b) the

outstanding principal amount of the Advances.

“Commitment”

means the Lender’s obligation to make Advances in an aggregate principal amount outstanding at any time not to exceed Five Million

Dollars ($5,000,000), as such amount may be reduced or terminated under this Agreement.

“Common

Stock” means the common stock, par value $0.001 per share, of the Company.

“Default”

means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“Default

Rate” has the meaning set forth in Section 3.2.

“Event

of Default” has the meaning set forth in Section 9.1.

“Floorplan

Documents” means the Amended and Restated Credit and Security Agreement dated as of October 31, 2024, between the Borrower

and certain affiliates and Red Oak Inventory Finance, LLC (the “Floorplan Lender”), together with all guaranties,

letters of credit, program letters and other documents executed in connection therewith, in each case as amended, restated, supplemented,

refinanced or replaced from time to time.

“Initial

Advance” means the Advance in the principal amount of Two Million Dollars ($2,000,000) made on the Closing Date.

“Loan

Documents” means this Agreement, the Note, the Pledge Agreement, the Escrow and Control Agreement, the Warrant, each Notice

of Borrowing and each other document executed and delivered in connection with any of the foregoing.

“Market

Value” means, as of any date of determination, the product of (a) the number of Pledged Shares and (b) the volume-weighted

average price of the Common Stock on the NYSE American (or the principal exchange on which the Common Stock is then listed) for the ten

(10) consecutive Trading Days ending on the Trading Day immediately preceding such date, as reported by Bloomberg L.P. or another nationally

recognized source reasonably agreed by the Borrower and the Lender.

“Maturity

Date” means the first anniversary of the Closing Date, or such later date as the Lender and the Borrower may agree in writing.

“Note”

means the Revolving Promissory Note of the Borrower payable to the Lender in substantially the form of Exhibit A.

“Notice

of Borrowing” means a notice substantially in the form of Exhibit B.

“Obligations”

means all principal, interest, fees, expenses and other amounts owing by the Borrower to the Lender under the Loan Documents (other than

the Warrant).

“Pledge

Agreement” means the Stock Pledge Agreement dated as of the Effective Date among the Pledgors, the Lender and the Company.

“Escrow

and Control Agreement” means the Escrow and Control Agreement dated as of the Effective Date among the Lender, the Pledgors

and the Transfer Agent, as escrow agent.

“Pledged

Shares” has the meaning set forth in the Pledge Agreement.

“Subsequent

Advance” means each Advance made after the Initial Advance.

“Trading

Day” means a day on which the Common Stock is traded on its principal exchange.

“Transfer

Agent” means ClearTrust, LLC, or any successor transfer agent for the Common Stock.

“Warrant”

means the Common Stock Purchase Warrant issued by the Company to the Lender on the Closing Date for 100,000 shares of Common Stock in

substantially the form of Exhibit C.

1.2

Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References

to Articles, Sections and Exhibits are to those of this Agreement unless otherwise stated.

ARTICLE

THE

REVOLVING FACILITY

2.1

Commitment. Subject to the terms and conditions of this Agreement, the Lender agrees to make Advances to the Borrower from time

to time during the Availability Period in an aggregate principal amount outstanding at any time not to exceed the Commitment. The Lender’s

obligation to make each Advance is subject only to the satisfaction of the applicable conditions in Article 6 and is not subject to the

Lender’s discretion.

2.2

Initial Advance. On the Closing Date, upon satisfaction of the conditions in Section 6.1, the Lender shall make the Initial Advance

by wire transfer of immediately available funds to the account designated by the Borrower in writing.

2.3

Subsequent Advances. The Borrower may request a Subsequent Advance by delivering a Notice of Borrowing to the Lender not later

than three (3) Business Days before the requested funding date. Each Subsequent Advance shall be in the principal amount of One Million

Dollars ($1,000,000) or an integral multiple thereof, and no Subsequent Advance shall cause the aggregate outstanding principal amount

of Advances to exceed the Commitment. Upon satisfaction of the conditions in Section 6.2, the Lender shall fund the requested Subsequent

Advance on the requested funding date.

2.4

Reborrowing. During the Availability Period, the Borrower may borrow, repay (in whole or in part) and reborrow Advances in accordance

with this Article 2.

2.5

Lender Funding Failure. If the Lender fails to fund any Subsequent Advance requested in compliance with this Agreement within

two (2) Business Days after the requested funding date (a “Funding Failure”), then, in addition to any other rights

of the Borrower, (a) the Borrower may, by written notice to the Lender, terminate the undrawn portion of the Commitment, (b) the Lender

shall, upon the Pledgors’ request, release from the pledge all Pledged Shares in excess of the number required to maintain a Collateral

Coverage Ratio of 3.00 to 1.00 on the Advances then outstanding, and (c) no Default or Event of Default shall arise from any failure

by the Borrower to perform any obligation to the extent caused by the Funding Failure.

2.6

Note; Records. The Advances shall be evidenced by the Note. The Lender shall maintain records of the date and amount of each Advance

and each payment, which records shall be presumptive evidence of the amounts outstanding absent manifest error; however, any failure

to record shall not affect the Obligations.

2.7

Voluntary Termination or Reduction. The Borrower may, upon five (5) Business Days’ written notice to the Lender, terminate

the Commitment or reduce it in increments of One Million Dollars ($1,000,000), without premium or penalty, provided that the Commitment

may not be reduced below the outstanding principal amount of the Advances.

ARTICLE

INTEREST,

FEES AND PAYMENTS

3.1

Interest. Each Advance shall bear interest on its outstanding principal amount from the date funded until repaid at a fixed rate

of twelve and ninety-nine hundredths percent (12.99%) per annum. Interest shall be calculated on the basis of a 365-day year (or 366-day

year, as applicable) and the actual number of days elapsed. Accrued interest shall be payable monthly in arrears on the first Business

Day of each calendar month, commencing on the first Business Day of the first full calendar month after the Closing Date, and on the

Maturity Date. No interest shall accrue on any undrawn portion of the Commitment, and no unused commitment fee shall be payable.

3.2

Default Rate. Upon the occurrence and during the continuance of an Event of Default, upon written notice from the Lender, the

outstanding principal amount of the Advances shall bear interest at a rate equal to two percent (2.00%) per annum above the rate otherwise

applicable (the “Default Rate”).

3.3

Origination Fee. The Borrower shall pay to the Lender an origination fee equal to two percent (2.00%) of the amount, if any, by

which each Advance causes the aggregate outstanding principal amount of the Advances to exceed the highest aggregate outstanding principal

amount of the Advances at any time before that Advance (the “High-Water Amount”), which fee shall be fully earned

and payable on the date such Advance is funded and may be deducted from the proceeds of such Advance. No origination fee shall be payable

on any Advance, or portion of an Advance, that does not increase the High-Water Amount, including any reborrowing of principal previously

advanced and repaid. The aggregate origination fees payable under this Agreement shall not exceed One Hundred Thousand Dollars ($100,000).

For the avoidance of doubt, the origination fee payable on the Closing Date in respect of the Initial Advance is Forty Thousand Dollars

($40,000).

3.4

Repayment at Maturity. The Borrower shall repay the outstanding principal amount of all Advances, together with all accrued and

unpaid interest and other Obligations, on the Maturity Date.

3.5

Voluntary Prepayment. The Borrower may prepay the Advances, in whole or in part, at any time without premium or penalty, together

with accrued interest on the amount prepaid.

3.6

Payments. All payments shall be made in immediately available funds, without setoff or counterclaim, to the account designated

by the Lender in writing. Payments shall be applied first to fees and expenses then due, second to accrued interest, and third to principal.

If any payment falls due on a day that is not a Business Day, it shall be due on the next Business Day, and interest shall accrue for

the additional days.

3.7

Maximum Lawful Rate. It is the intent of the parties that the Borrower shall not be required to pay interest or other charges

in excess of the maximum amount permitted by applicable law. If any amount paid or agreed to be paid would exceed that maximum, the amount

shall be reduced to the maximum permitted, and any excess received by the Lender shall be applied to principal or, if principal has been

paid in full, refunded to the Borrower.

3.8

Expenses. Each party shall bear its own fees and expenses incurred in the negotiation and documentation of the Loan Documents.

After an Event of Default, the Borrower shall pay the Lender’s reasonable and documented costs of collection and enforcement, including

reasonable attorneys’ fees actually incurred.

ARTICLE

COLLATERAL

4.1

Pledge. The Obligations shall be secured by a first-priority security interest in the Pledged Shares granted by the Pledgors pursuant

to the Pledge Agreement. On or before the Closing Date, the Pledgors shall pledge an aggregate of 7,874,000 shares of Common Stock, consisting

of 7,221,000 shares pledged by RCG and 653,000 shares pledged by Jason Ruegg, having an aggregate Market Value of approximately $15,000,000

based on a ten (10) Trading Day volume-weighted average price of $1.905236 per share.

4.2

No Collateral Maintenance. The Pledged Shares shall consist of a fixed number of shares of Common Stock determined as of the Closing

Date under Section 4.1. Neither the Borrower, the Company nor any Pledgor shall have any obligation to pledge additional shares or other

collateral, or to prepay any Advance, by reason of any decline in the Market Value of the Pledged Shares, and no such decline shall constitute

a Default or Event of Default or a condition to any Advance.

4.3

Release of Excess Collateral. If at any time the Collateral Coverage Ratio exceeds 3.50 to 1.00 measured against the Commitment

(or, after the Availability Period ends, the outstanding principal amount of the Advances), then, upon the Pledgors’ written request

and provided no Event of Default has occurred and is continuing, the Lender shall within three (3) Business Days instruct the Transfer

Agent to release from the pledge the number of Pledged Shares in excess of the number required to maintain a Collateral Coverage Ratio

of 3.00 to 1.00 on that measure. Upon payment in full of the Obligations and termination of the Commitment, all Pledged Shares shall

be released in accordance with the Pledge Agreement.

4.4

No Lien on Borrower or Company Assets. The Lender acknowledges that the Floorplan Lender holds a first-priority lien on substantially

all personal property of the Borrower. The Obligations are not secured by, and the Lender shall not take or file any security interest,

financing statement, lien or other encumbrance against, any property of the Borrower or the Company. The Lender’s recourse against

the Borrower and the Company is that of an unsecured creditor, and the Lender agrees to execute such acknowledgment of the foregoing

as the Floorplan Lender may reasonably request.

4.5

Limited Recourse to Pledgor. The Pledgors are not parties to this Agreement except to the extent expressly set forth in the Pledge

Agreement. No Pledgor and no other individual shall have any liability for the Obligations, whether as guarantor or otherwise, and the

Lender’s recourse against each Pledgor is limited solely to the Pledged Shares pledged by that Pledgor and their proceeds.

4.6

Prior RLLT Facility. The Lender confirms that (a) the Master Loan Agreement dated as of June 22, 2026 among the Borrower, the

Company and the Lender (the “Prior MLA”) and the Personal Guaranty and Stock Pledge Agreement dated as of June 22,

2026 executed by Jason Ruegg and RCG in favor of the Lender (the “Prior Guaranty and Pledge”) have been terminated,

(b) all obligations under the Prior MLA, including Deal Schedule No. 005-766, have been paid in full, and (c) all shares pledged under

the Prior Guaranty and Pledge have been released and the Lender holds no lien on any shares of Common Stock other than the Pledged Shares.

Nothing in this Agreement revives the Prior MLA or the Prior Guaranty and Pledge, and no provision of either shall apply to, guarantee

or secure the Obligations.

ARTICLE

GUARANTY

5.1

Guaranty. The Guarantor unconditionally and irrevocably guarantees to the Lender the full and punctual payment when due, whether

at maturity, by acceleration or otherwise, of all Obligations. This is a guaranty of payment and not of collection.

5.2

Waivers. The Guarantor waives presentment, demand, protest, notice of acceptance, notice of default and any requirement that the

Lender first proceed against the Borrower or the Pledged Shares. The Guarantor’s obligations shall not be affected by any extension,

renewal, amendment or waiver of any Loan Document agreed to by the Borrower, or by any release or impairment of the Pledged Shares.

5.3

Subrogation. Until the Obligations are paid in full, the Guarantor shall not exercise any right of subrogation, reimbursement

or contribution against the Borrower in respect of payments under this Article 5.

5.4

Reinstatement. This guaranty shall be reinstated if any payment of the Obligations is rescinded or must be returned upon the insolvency

or bankruptcy of the Borrower.

ARTICLE

CONDITIONS

PRECEDENT

6.1

Conditions to Closing. The obligation of the Lender to make the Initial Advance is subject to the satisfaction of the following

conditions:

(a)

the Lender shall have received counterparts of this Agreement, the Note, the Pledge Agreement and the Warrant, each duly executed by

the applicable parties;

(b)

the Escrow and Control Agreement shall have been executed by the Lender, the Pledgors and the Transfer Agent, and the Lender shall have

received the Transfer Agent’s written confirmation of the pledge notation and stop-transfer instruction contemplated by Section

3(a) thereof;

(c)

the Lender shall have received (i) a written consent of the Manager of the Borrower authorizing the Loan Documents to which the Borrower

is a party, (ii) resolutions of the Board of Directors of the Company authorizing the guaranty in Article 5 and the issuance of the Warrant

and the shares issuable upon its exercise, (iii) evidence of approval by the Audit Committee of the Board of Directors of the Company

of the transactions contemplated by the Pledge Agreement, and (iv) resolutions of the board of directors of RCG authorizing the Pledge

Agreement;

(d)

the Lender shall have received a certificate of an officer of the Borrower and the Company certifying as to incumbency, organizational

documents and the authorizations described in clause (c);

(e)

the representations and warranties in Article 7 shall be true and correct in all material respects, and no Default shall have occurred

and be continuing; and

(f)

the Borrower shall have paid the origination fee on the Initial Advance and the expenses described in Section 3.8.

6.2

Conditions to Subsequent Advances. The obligation of the Lender to make each Subsequent Advance is subject only to the following

conditions: (a) receipt of a Notice of Borrowing in compliance with Section 2.3; (b) the representations and warranties in Article 7

(other than those made only as of the Closing Date) shall be true and correct in all material respects on the funding date; and (c) no

Event of Default shall have occurred and be continuing or would result from the Advance.

ARTICLE

REPRESENTATIONS

AND WARRANTIES

7.1

Borrower and Company. Each of the Borrower and the Company represents and warrants to the Lender, as of the Closing Date and as

of the date of each Advance, that:

(a)

it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full power and

authority to execute, deliver and perform the Loan Documents to which it is a party;

(b)

the execution, delivery and performance of the Loan Documents to which it is a party have been duly authorized by all necessary limited

liability company or corporate action, and those Loan Documents constitute its legal, valid and binding obligations, enforceable in accordance

with their terms, subject to bankruptcy, insolvency and similar laws and general principles of equity;

(c)

the execution, delivery and performance of the Loan Documents to which it is a party do not violate its organizational documents or any

law applicable to it, and, other than with respect to the Floorplan Documents, do not conflict with or result in a default under any

material agreement to which it is a party;

(d)

the Company’s reports filed with the Securities and Exchange Commission since January 1, 2026, taken as a whole, did not, as of

their respective filing dates, contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading; and

(e)

the Warrant Shares (as defined in the Warrant), when issued upon exercise and payment in accordance with the Warrant, will be duly authorized,

validly issued, fully paid and nonassessable.

7.2

Lender. The Lender represents and warrants to the Borrower and the Company that: (a) it is a limited liability company duly organized

and in good standing under the laws of the State of North Carolina and has full power and authority to execute, deliver and perform the

Loan Documents to which it is a party; (b) the Lender has, and throughout the Availability Period will have, sufficient immediately available

funds to fund the full Commitment; (c) the Lender is making the Advances for its own account in the ordinary course of its investment

activities and not as agent or broker for any other person; (d) the Lender is an “accredited investor” as defined in Rule

501(a) under the Securities Act of 1933, as amended (the “Securities Act”), is acquiring the Warrant for investment

and not with a view to distribution, and understands that the Warrant and the Warrant Shares have not been registered under the Securities

Act and are “restricted securities”; and (e) the funds advanced hereunder are not derived from any unlawful activity.

ARTICLE

COVENANTS

8.1

Affirmative Covenants. Until the Obligations are paid in full and the Commitment has terminated, the Borrower and the Company

shall:

(a)

use the proceeds of the Advances solely for working capital, inventory purchases (including the acquisition of trade-in vessels) and

related general business purposes;

(b)

maintain their legal existence and comply in all material respects with applicable law;

(c)

notify the Lender in writing within five (5) Business Days after any officer of the Borrower obtains knowledge of any Default; and

(d)

upon reasonable request, provide the Lender with the Company’s most recent annual and quarterly reports, provided that any report

publicly filed on the SEC’s EDGAR system shall be deemed delivered upon filing.

8.2

Floorplan Facility. Nothing in this Agreement restricts the Borrower or its affiliates from incurring, maintaining, renewing,

increasing or refinancing indebtedness under the Floorplan Documents or any other inventory financing, or from granting liens in connection

therewith.

ARTICLE

EVENTS

OF DEFAULT AND REMEDIES

9.1

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

(a)

the Borrower fails to pay any interest, fee or other amount (other than principal at maturity) within five (5) Business Days after written

notice from the Lender that the amount is past due;

(b)

the Borrower fails to pay the principal of the Advances on the Maturity Date and the failure continues for three (3) Business Days;

(c)

the Borrower or the Company fails to perform any other covenant in this Agreement and the failure continues for thirty (30) days after

written notice from the Lender;

(d)

any representation or warranty made by the Borrower or the Company in any Loan Document proves to have been incorrect in any material

respect when made, and, if capable of cure, remains uncured thirty (30) days after written notice from the Lender;

(e)

the Borrower or the Company (i) commences a voluntary case under any bankruptcy or insolvency law, (ii) becomes the subject of an involuntary

case that is not dismissed within sixty (60) days, or (iii) makes a general assignment for the benefit of creditors;

(f)

the Floorplan Lender accelerates indebtedness of the Borrower under the Floorplan Documents in an aggregate principal amount exceeding

One Million Dollars ($1,000,000), and the acceleration is not rescinded within thirty (30) days; or

(g)

the Company repudiates its guaranty under Article 5 in writing.

For

the avoidance of doubt, no default under any lease or other agreement between the Lender (or any affiliate of the Lender) and the Borrower

or any of its affiliates, including the lease of 1701 J.E.L. Wade Drive, Wilmington, North Carolina, shall constitute a Default or Event

of Default, and the Lender shall not set off any amount owing under the Loan Documents against any amount owing under any such lease.

9.2

Remedies. Upon the occurrence and during the continuance of an Event of Default, the Lender may, by written notice to the Borrower

and the Company, (a) terminate the Commitment, (b) declare all Obligations immediately due and payable, (c) enforce its rights under

the Pledge Agreement in accordance with its terms, and (d) enforce the guaranty in Article 5; provided that upon an Event of Default

under Section 9.1(e), the Commitment shall automatically terminate and all Obligations shall automatically become due and payable without

notice.

ARTICLE

WARRANT

10.1

Issuance. As additional consideration for the Commitment, on the Closing Date (or, if later, within two (2) Business Days after

the NYSE American approves the Company’s additional listing application for the Warrant Shares) the Company shall issue the Warrant

to the Lender entitling the Lender to purchase 100,000 shares of Common Stock at an exercise price of $2.50 per share, on the terms set

forth in the Warrant. The Warrant shall be fully earned and non-forfeitable upon issuance, regardless of the amount of any Subsequent

Advances or any prepayment or termination of the Commitment.

10.2

Listing. The Company shall file any required additional listing application with the NYSE American with respect to the Warrant

Shares and shall reserve a sufficient number of authorized but unissued shares of Common Stock for issuance upon exercise of the Warrant.

ARTICLE

CONFIDENTIALITY

11.1

Confidentiality; Securities Laws. The Lender shall keep confidential all non-public information furnished by the Borrower or the

Company in connection with the Loan Documents, except as required by law or to the Lender’s legal, tax and financial advisors bound

by duties of confidentiality. The Lender acknowledges that it may receive material non-public information concerning the Company and

that United States securities laws prohibit any person in possession of such information from purchasing or selling securities of the

Company, or communicating such information to others, in violation of such laws.

11.2

Public Disclosure. The Lender acknowledges that the Company is a public reporting company and may be required to disclose the

Loan Documents and their terms, including by filing them with the Securities and Exchange Commission. The Lender consents to such disclosure.

ARTICLE

MISCELLANEOUS

12.1

Notices. All notices shall be in writing and delivered by hand, nationally recognized overnight courier or email (with confirmation

of transmission) to the addresses set forth on the signature pages, or to such other address as a party designates by notice. Notices

to the Borrower or the Company shall be sent with a copy (which shall not constitute notice) to the Chief Legal Officer of the Company

at PaulGriffin@nextboat.com.

12.2

Assignment. Neither the Borrower nor the Company may assign its rights or obligations without the Lender’s prior written

consent. The Lender may assign all (but not less than all) of its rights and obligations under the Loan Documents to an entity controlled

by the Lender upon written notice to the Borrower, provided that the assignee assumes the Commitment in writing. Any other assignment

or participation by the Lender requires the prior written consent of the Borrower.

12.3

Governing Law; Venue; Jury Waiver. This Agreement shall be governed by the laws of the State of North Carolina, without regard

to conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in New Hanover

County, North Carolina. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING

TO THE LOAN DOCUMENTS.

12.4

Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed

by the Borrower, the Company and the Lender.

12.5

Entire Agreement; Severability. The Loan Documents constitute the entire agreement of the parties with respect to their subject

matter and supersede all prior term sheets, outlines and understandings. If any provision is held invalid, the remaining provisions shall

remain in full force.

12.6

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature (including DocuSign),

each of which shall be deemed an original and all of which together constitute one instrument.

12.7

No Third-Party Beneficiaries. Except for the Pledgors with respect to Sections 2.5, 4.2, 4.3, 4.5 and 4.6, nothing in this Agreement

confers any rights on any person other than the parties.

[Signature

page follows]

WITNESS WHEREOF, the parties have executed this Revolving Credit Agreement as of the Effective Date.

BORROWER:

OFF THE HOOK YACHT SALES NC, LLC

By:

Name:

Jason Ruegg

Title:

Manager

Address:

1701 J.E.L. Wade Drive, Wilmington, NC 28401

GUARANTOR:

NEXTBOAT, INC.

By:

Name:

Chad Corbin

Title:

Chief Financial Officer

Address:

1701 J.E.L. Wade Drive, Wilmington, NC 28401

LENDER:

RLLT CAPITAL, LLC,

a North Carolina limited liability company

By:

Name:

[redacted]

Title:

Manager

Address:

[redacted]

Email:

[redacted]

EXHIBIT

FORM

OF REVOLVING PROMISSORY NOTE

$5,000,000.00

Wilmington,

North Carolina

October

21, 2026

FOR

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

to pay to the order of RLLT CAPITAL, LLC, a North Carolina limited liability company (the “Lender”) the principal

sum of FIVE MILLION DOLLARS ($5,000,000), or, if less, the aggregate unpaid principal amount of all Advances made by the Lender to the

Borrower under the Revolving Credit Agreement dated as of October 21, 2026, among the Borrower, NextBoat, Inc. and the Lender (the “Credit

Agreement”), on the Maturity Date, together with interest on the unpaid principal amount at the rates and at the times provided

in the Credit Agreement.

This

Note is the Note referred to in the Credit Agreement, is entitled to its benefits and is subject to its terms, including terms governing

prepayment, acceleration and the limited recourse provisions of Section 4.5. Capitalized terms not defined in this Note have the meanings

given in the Credit Agreement. This Note is governed by the laws of the State of North Carolina. The Borrower waives presentment, demand,

protest and notice of dishonor.

OFF THE HOOK YACHT SALES NC, LLC

By:

Name:

Jason Ruegg

Title:

Manager

EXHIBIT

FORM

OF NOTICE OF BORROWING

Date:

____________, 20__

To:

RLLT Capital, LLC

Reference

is made to the Revolving Credit Agreement dated as of October 21, 2026 (the “Credit Agreement”), among Off The Hook

Yacht Sales NC, LLC (the “Borrower”), NextBoat, Inc. and the Lender. Capitalized terms have the meanings given in

the Credit Agreement.

The

Borrower requests a Subsequent Advance as follows: (1) principal amount: $____________ (must be $1,000,000 or an integral multiple);

(2) requested funding date: ____________ (not less than three (3) Business Days after the date of this notice); (3) wire instructions:

as previously provided in writing or as attached.

The

Borrower certifies that on the date of this notice and on the funding date: (a) the representations and warranties in Article 7 of the

Credit Agreement are true and correct in all material respects (other than those made only as of the Closing Date); (b) no Event of Default

has occurred and is continuing or will result from the Advance; and (c) after giving effect to the Advance, the aggregate outstanding

principal will not exceed the Commitment.

OFF THE HOOK YACHT SALES NC, LLC

By:

Name:

Jason Ruegg

Title:

Manager

EXHIBIT

FORM

OF WARRANT

(See

separate Common Stock Purchase Warrant)

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

EXECUTION

VERSION

STOCK

PLEDGE AGREEMENT

Dated

as of October 21, 2026

This

STOCK PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 21, 2026, by and among RUEGG CAPITAL GROUP,

INC., a North Carolina corporation (“RCG”), and JASON RUEGG, an individual (“Ruegg” and, together

with RCG, each a “Pledgor” and together the “Pledgors”), RLLT CAPITAL, LLC, a North Carolina limited

liability company (the “Lender”), and NEXTBOAT, INC., a Nevada corporation (the “Company”). ClearTrust,

LLC is the transfer agent for the Company (the “Transfer Agent”).

RECITALS

Off The Hook Yacht Sales NC, LLC (the “Borrower”), the Company and the Lender are parties to a Revolving Credit Agreement

dated as of the date of this Agreement (as amended from time to time, the “Credit Agreement”), under which the Lender

has agreed to make Advances to the Borrower of up to Five Million Dollars ($5,000,000).

Ruegg is the President and controlling stockholder of the Company, RCG is controlled by Ruegg and is an affiliate of the Borrower, and

each Pledgor will derive substantial indirect benefit from the Advances and and has agreed to pledge shares of the Company’s common

stock as collateral for the Obligations on the terms of this Agreement.

Capitalized terms used but not defined in this Agreement have the meanings given in the Credit Agreement.

NOW,

THEREFORE, the parties agree as follows:

PLEDGE

1.1

Grant. To secure the payment of the Obligations, each Pledgor, severally as to its own shares, pledges and grants to the Lender

a first-priority security interest in the following (collectively, the “Pledged Collateral”): (a) an aggregate of

7,874,000 shares of Common Stock of the Company (CUSIP 676206105) held in book-entry form on the records of the Transfer Agent, consisting

of (i) 7,221,000 shares registered in the name of RCG (the “RCG Shares”) and (ii) 653,000 shares registered in the

name of Ruegg (the “Ruegg Shares”), together with any additional shares pledged under Section 3.1 (collectively, the

“Pledged Shares”); (b) all securities and other property issued in respect of the Pledged Shares by way of stock split,

stock dividend, reclassification, recapitalization, merger or similar event; and (c) all proceeds of the foregoing. Cash dividends paid

in the ordinary course are not Pledged Collateral unless an Enforcement Notice is in effect.

1.2

Exclusion. The Pledged Collateral does not include any shares of Common Stock pledged by the Pledgor or Jason Ruegg to BPC Management,

LLC or any other person (other than the Lender) that remain subject to that pledge on the date of this Agreement, or any other property

of the Pledgor or Jason Ruegg. The Pledged Shares do not secure any obligation under the terminated Master Loan Agreement dated as of

June 22, 2026 among the Borrower, the Company and the Lender, and nothing in this Agreement revives the terminated Personal Guaranty

and Stock Pledge Agreement of the same date.

1.3

Limited Recourse. No Pledgor is a guarantor of, or has any liability for, the Obligations. The Lender’s sole recourse against

each Pledgor is to the Pledged Collateral pledged by that Pledgor, and no deficiency judgment or other claim for any shortfall shall

be sought against any Pledgor or its other assets. Without limiting the foregoing, Ruegg shall have no personal liability under this

Agreement or for the Obligations beyond the Ruegg Shares and their proceeds, and no shareholder, director or officer of RCG shall have

any personal liability under this Agreement or for the Obligations.

PERFECTION AND CONTROL

2.1

Escrow and Control Agreement. Concurrently with the execution of this Agreement, the Pledgor, the Lender and the Transfer Agent,

as escrow agent, shall enter into an Escrow and Control Agreement substantially in the form previously approved by the Transfer Agent

(the “Escrow and Control Agreement”), under which the Pledged Shares shall be held in a separate book-entry position

subject to a pledge notation and stop-transfer instruction in favor of the Lender, and the Transfer Agent shall agree to comply with

entitlement orders originated by the Lender without further consent of the Pledgor. The parties intend that the Lender have “control”

of the Pledged Shares within the meaning of Section 8-106 of the Uniform Commercial Code. As between the Pledgor and the Lender, if there

is any conflict between this Agreement and the Escrow and Control Agreement, this Agreement controls, and the Lender shall not deliver

any instruction under the Escrow and Control Agreement that is inconsistent with Sections 4 and 5 of this Agreement.

2.2

Company Acknowledgment. The Company consents to the pledge and agrees to instruct the Transfer Agent in a manner consistent with

this Agreement.

FIXED COLLATERAL; RELEASE

3.1

No Top-Up. The Pledged Shares are a fixed number of shares determined as of the date of this Agreement. The Pledgor shall have

no obligation to pledge additional shares or other property for any reason, including any decline in the market price of the Common Stock,

and no such decline shall entitle the Lender to any additional collateral or constitute a default under this Agreement.

3.2

Release of Excess Shares. The Lender shall release Pledged Shares as and when required by Sections 2.5 and 4.3 of the Credit Agreement.

Unless the Pledgors otherwise jointly direct, any release shall be made first from the Ruegg Shares and then from the RCG Shares.

VOTING AND DISTRIBUTIONS

4.1

Before Enforcement Notice. Unless and until the Lender delivers an Enforcement Notice, the Pledgor shall be entitled to exercise

all voting and consensual rights with respect to the Pledged Shares and to receive and retain cash dividends.

4.2

After Enforcement Notice. After an Enforcement Notice becomes effective under Section 5.2, all distributions on the Pledged Shares

shall be paid to the Lender and applied to the Obligations. The Lender may exercise voting rights only after it has acquired title to

Pledged Shares by sale or in accordance with Section 5.4.

REMEDIES

5.1

Enforcement Notice. Upon the occurrence and during the continuance of an Event of Default, the Lender may deliver a Notice of

Exclusive Control under the Escrow and Control Agreement to the Transfer Agent, with concurrent copies to the Pledgor, the Borrower and

the Company (an “Enforcement Notice”). The Lender shall not deliver any entitlement order or other instruction directing

the sale, transfer or re-registration of any Pledged Shares until the Redemption Period described in Section 5.2 has expired.

5.2

Redemption Period; Sale. The Lender shall not sell or otherwise dispose of any Pledged Shares until ten (10) Business Days after

delivery of the Enforcement Notice (the “Redemption Period”). During the Redemption Period, the Pledgor, the Borrower,

the Company or their designees may pay the Obligations in full, in which case the Enforcement Notice shall be deemed withdrawn and the

Pledged Collateral released. After the Redemption Period, the Lender may sell the Pledged Shares, in one or more public or private sales,

in a commercially reasonable manner and in compliance with the Securities Act and applicable state securities laws, but only to the extent

necessary to satisfy the Obligations then due and the reasonable costs of sale. The Lender shall give the Pledgor at least ten (10) days’

notice of the time and place of any public sale or the time after which any private sale may occur.

5.3

Securities Law Matters. The Lender acknowledges that the Pledged Shares may be “restricted securities” or “control

securities” and that sales may be subject to Rule 144 under the Securities Act, including volume and manner-of-sale limitations.

The Company shall reasonably cooperate in providing customary representation letters and confirmations to the Transfer Agent to permit

sales in compliance with Rule 144. Nothing in this Agreement obligates the Company to register the Pledged Shares under the Securities

Act.

5.4

No Strict Foreclosure. The Lender shall not accept any Pledged Shares in full or partial satisfaction of the Obligations without

the written consent of the Pledgor given after the occurrence of the Event of Default.

5.5

Application of Proceeds; Surplus. Proceeds of any sale shall be applied first to the reasonable costs of sale, second to the Obligations,

and the surplus, together with any unsold Pledged Shares, shall be promptly returned to the applicable Pledgor.

5.6

Order of Sale. The Lender shall sell or otherwise dispose of the RCG Shares before any Ruegg Shares, and shall dispose of Ruegg

Shares only to the extent the net proceeds of the RCG Shares are insufficient to satisfy the Obligations then due and the reasonable

costs of sale.

RELEASE

Upon

payment in full of the Obligations and termination of the Commitment, this Agreement shall terminate, the security interest shall be

released, and the Lender shall within three (3) Business Days deliver to the Transfer Agent the release instruction contemplated by the

Escrow and Control Agreement to remove the pledge notation and stop-transfer instruction from all Pledged Shares and deliver to the Pledgor

such releases as the Pledgor may reasonably request.

REPRESENTATIONS AND COVENANTS OF THE PLEDGOR

7.1

RCG represents that (a) it is a North Carolina corporation duly organized, validly existing and in good standing; (b) it is the sole

record and beneficial owner of the RCG Shares, free of any lien other than the lien created by this Agreement; (c) the execution, delivery

and performance of this Agreement have been duly authorized by all necessary corporate action of RCG; and (d) this Agreement is its legal,

valid and binding obligation. Ruegg represents that (w) he is the sole record and beneficial owner of the Ruegg Shares, free of any lien

other than the lien created by this Agreement; (x) he has full legal capacity to execute and perform this Agreement; (y) the Ruegg Shares

are not subject to any pledge to BPC Management, LLC or any other person; and (z) this Agreement is his legal, valid and binding obligation.

7.2

The Pledgor shall not sell, transfer or further encumber any Pledged Shares while they are subject to this Agreement. The Pledgor shall

be solely responsible for any filings required of it or of Jason Ruegg under Section 13 or Section 16 of the Securities Exchange Act

of 1934 relating to this Agreement, and represents that the pledge has been pre-cleared or approved as required by the Company’s

Insider Trading Policy.

WAIVERS

The

Pledgor waives notice of acceptance of this Agreement, notice of any Advance and presentment and demand for payment. The Pledgor consents

to any extension or renewal of the Obligations and any amendment of the Credit Agreement, provided that no amendment that increases the

Commitment, increases the interest rate, extends the Maturity Date beyond six (6) months or otherwise materially increases the Obligations

shall bind the Pledged Collateral without the Pledgor’s prior written consent.

MISCELLANEOUS

9.1

Governing Law; Venue; Jury Waiver. This Agreement is governed by the laws of the State of North Carolina, except to the extent

the perfection or priority of the security interest is governed by the laws of another jurisdiction. Sections 12.1, 12.3 and 12.6 of

the Credit Agreement apply to this Agreement as if set forth in full, mutatis mutandis.

9.2

Assignment. The Lender may assign its rights under this Agreement only together with an assignment of the Credit Agreement permitted

by Section 12.2 of the Credit Agreement.

9.3

Amendments. This Agreement may be amended only in writing signed by each Pledgor, the Lender and the Company.

9.4

Several Obligations. References in this Agreement to “the Pledgor” mean each Pledgor, severally and not jointly, with

respect to the Pledged Collateral pledged by it, and any notice, consent, request or instruction to be given by or to “the Pledgor”

shall be given by or to each Pledgor as to its own Pledged Collateral.

[Signature

page follows]

WITNESS WHEREOF, the parties have executed this Stock Pledge Agreement as of the date first written above.

PLEDGORS:

RUEGG CAPITAL GROUP, INC.

By:

Name:

Jason Ruegg

Title:

President

Address: 1701 J.E.L. Wade Drive, Wilmington, NC 28401

By:

JASON RUEGG, individually

Address: [redacted]

LENDER:

RLLT CAPITAL, LLC,

a North Carolina limited liability company

By:

Name:

[redacted]

Title:

Manager

COMPANY:

NEXTBOAT, INC.

By:

Name:

Chad Corbin

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

NextBoat

Secures Financing to Support Growth and Sharpen Focus on Its Core Pre-Owned Boat Business

WILMINGTON,

NC / ACCESS Newswire / October 29, 2026 / NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”),

today announced that it has secured up to $7.2 million in debt financing to support its growth and investment in pre-owned boat inventory.

The

financing consists of a $5.0 million revolving line of credit and up to $2.2 million in bridge financing. NextBoat intends to deploy

the capital primarily to acquire pre-owned boats, support wholesale transactions and provide additional flexibility as the Company executes

its strategy. Additional information regarding the financing is included in the Company’s Current Reports on Form 8-K filed with

the Securities and Exchange Commission.

“Since

stepping into the CEO role, I’ve made capital allocation a priority,” said Ross Tannenbaum, Chief Executive Officer of NextBoat.

“We chose to pursue debt financing for this growth capital because we believe it provides an opportunity to invest in our business

while limiting the dilution that would result from a common stock offering.”

Building

a Nationwide Boat Trading Network

NextBoat

continues to develop a nationwide network designed to connect boat owners, buyers, brokers and dealers. The Company’s strategy

is to use its people, industry relationships and technology to source boats and connect them with buyers across the country.

Over

time, NextBoat aims to make it easier for customers to buy, sell and trade boats remotely, including from their homes, supported by its

sales professionals and transaction services. The Company believes this approach can support national growth without requiring it to

build and operate hundreds of physical dealerships.

“Our

vision is to make buying and selling a boat simpler and more accessible, wherever the customer happens to be,” said Jason Ruegg,

Founder and Chairman of NextBoat. “We are building a network that can find the right boat, connect it with the right buyer and

help bring the transaction together.”

Dealer

Portal Designed to Expand Nationwide Inventory Access

part of its strategy to build a nationwide boat trading network, NextBoat is developing a dealer portal designed to make it easier for

marine dealers to connect with the Company when they have pre-owned boats and trade-ins to sell.

The

portal is currently in a testing phase with MarineMax. Through this process, NextBoat is working to refine the platform and its workflow

with the goal of expanding access to additional dealers across the country in the near future. NextBoat believes the portal can help

create a more efficient and consistent way for dealers to submit boats for evaluation and receive offers, while providing the Company

with additional opportunities to acquire inventory for its growing network of buyers.

“Our

dealer portal is an important piece of the nationwide network we are building,” said Tannenbaum. “By making it easier for

dealers to connect with us and receive offers on their pre-owned boats, we believe we can help our partners move inventory while giving

NextBoat access to more opportunities across the country. Our work with MarineMax is helping us test and refine that process as we prepare

for broader adoption.”

NextBoat

is also continuing to develop its AI-assisted valuation capabilities. As more data enters its systems, the Company believes those tools

can help its teams evaluate potential purchases, identify boats that may not meet its buying criteria and flag aging inventory that may

require a price adjustment or liquidation.

Driving

Inventory Turns and Using Data to Support Better Decisions

key priority is increasing the speed at which NextBoat buys and sells inventory. As the Company refines its acquisition practices and

expands its network of buyers and industry partners, it is targeting annualized inventory turns of five to seven times. This is a long-term

operational objective, not a representation of current results, and actual turns will depend on market conditions, inventory mix, execution

and other factors.

About

NextBoat Inc.

Founded

in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, technology-driven marine marketplace transforming

how boats are bought, sold, financed, and serviced across the United States. Through proprietary technology, transaction data, financing

capabilities, and a growing national acquisition network, the Company operates across boat brokerage, wholesale inventory acquisition,

auctions, financing, and marine services. NextBoat’s ecosystem includes Off The Hook Yachts, Autograph Yacht Group,

Azure Funding, and proprietary lead-generation platforms. Headquartered in Wilmington, North Carolina, NextBoat is expanding its

national footprint within the $57 billion U.S. marine industry.

Contact

Investor

Relations

ir@nextboat.com

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws regarding NextBoat Inc. (“Company”),

including, without limitation, statements regarding the Company’s business strategy, technology platform, market opportunity, planned

operations, and expected results and benefits. You can generally identify forward-looking statements by the use of forward-looking terminology

such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,”

“predict,” “project,” “seek,” “should,” or “will,” or the negative of such

terms thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these identifying

words.

These

forward-looking statements are based on the Company’s current plans, objectives, estimates, expectations, and intentions and inherently

involve significant risks and uncertainties, many of which are beyond our control. Actual results, performance or achievements, including

the timing of events, may differ materially from those expressed or implied by the forward-looking statements as a result of various

risks and uncertainties, including the Company’s ability to satisfy the conditions to, and the lenders’ willingness to fund,

future advances under its financing arrangements, and those described under the heading “Risk Factors” in the Company’s

filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form

10-Q and other subsequent filings with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Investors

are cautioned that forward-looking statements are not guarantees of future performance, and are cautioned not to place undue reliance

on any such forward-looking statements. The forward-looking statements made in this press release are made only as of the date hereof

or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at

such dates, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation

to update, revise or supplement any forward-looking statements to reflect actual results, new information, future events, changes in

its expectations or other circumstances occurring after the date such statements were made, except as required by applicable law.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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