NextBoat secures $510K convertible loan from Greentree with 10% OID

OFF THE HOOK YS INC.

$510,000 principal, 10% OID, net proceeds ~$459,000 after $10k legal fee.
10% interest, matures Aug 14, 2028; converts at $1.785/share with reset.
Warrant for 100,000 shares at $1.785, 3-year term, down-round protection.
20,000 commitment shares issued; prepayment allowed with 15 days notice.
Qualified financing of $5M+ triggers repayment of note upon lender request.

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