Exhibit 10.10

AMENDED AND RESTATED GUARANTY

This Amended and Restated Guaranty (as from time to time further amended, restated, modified or extended, as hereinafter defined, this “Guaranty”) is executed as of October 31, 2024 (the “Effective Date”) by the undersigned guarantor(s) (individually and collectively, “Guarantor”) in favor of RED OAK INVENTORY FINANCE, LLC (as successor-in- interest of Triad Financial Services, Inc.), a Florida limited liability company (together with its successors and assigns, “Red Oak”), in its individual capacity and as agent for each Lender party to the Credit Agreement (as hereafter defined) from time to time (together with its successors and assigns, “Lender”), and amends and restates that certain Guaranty dated as of May 25, 2022 (as from time to time amended, restated, modified or extended, the “Original Guaranty”) by Guarantor in favor of Triad Financial Services, Inc. (as predecessor-in-interest of Red Oak). For purposes of this Guaranty, “Credit Agreement” means that certain Credit and Security Agreement dated as of October 31, 2024, by and between Lender and Off The Hook Yacht Sales NC, LLC (together with its successors and permitted assigns and or any other person obligated under the Credit Agreement, individually and collectively, “Obligor”), as from time to time amended, restated, modified or extended, and inclusive of any Statement of Financial Transaction and all agreements, instruments and documents executed or delivered in connection with the Obligations (as defined in Credit Agreement) or otherwise related thereto. This Guaranty constitutes an amendment and restatement of the Original Guaranty, and the execution and delivery hereof and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the rights or obligations under the Original Guaranty, all of which shall continue in full force and effect as amended and restated hereby.

RECITALS

A. Lender may, from time to time, enter into agreements with Obligor, including but not limited to the Credit Agreement; and

B. Lender is unwilling to enter into agreements with Obligor unless Guarantor unconditionally guarantees to Lender the payment and/or performance of all obligations of Obligor at any time owing to Lender pursuant to the terms and conditions set forth herein.

AGREEMENT

With knowledge that Lender will enter into agreements with Obligor in reliance upon the existence of this Guaranty, Guarantor agrees with Lender as follows:

1. Guaranty. Guarantor unconditionally and irrevocably guarantees to Lender (except as hereinafter expressly provided as to prospective revocability), without off-set or deduction, the prompt payment and/or performance of all indebtedness, obligations and liabilities of Obligor at any time owing to Lender, whether direct or indirect, matured or unmatured, primary or secondary, or certain or contingent (individually, a “Guaranteed Obligation” and, collectively, the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and not a guaranty of collection. Guarantor guarantees to Lender the punctual and faithful performance by Obligor of each Guaranteed Obligation. If Obligor defaults in the payment or performance of any Guaranteed Obligation, if there exists any event or condition which, with notice and/or the passage of time, would constitute a default under any Guaranteed Obligation, or if there is a liquidation, bankruptcy, assignment for the benefit of creditors or similar proceeding filed or commenced by or against Obligor or Guarantor affecting the status, existence, assets or obligations of Obligor, Guarantor shall pay directly to Lender the sums which Obligor is obligated to pay to Lender, whether by acceleration or otherwise, and promptly perform all other Guaranteed Obligations. Guarantor acknowledges that this Guaranty covers any payments received by Lender by or on behalf of Obligor that are set aside, recovered, rescinded, or required to be returned, whether as a result of Obligor’s bankruptcy, reorganization or otherwise. Any payment or performance made by Guarantor shall be effective to reduce or discharge such Guaranteed Obligations only upon contemporaneous receipt by Red Oak of a written transmittal document or remittance advice advising Red Oak -5 of such payment or performance under this Guaranty and provided no such payment or performance is set aside, recovered, rescinded or required to be returned, whether as a result of Guarantor’s bankruptcy, reorganization or otherwise.

2. Continuing Nature of Guaranty. This Guaranty is a continuing guarantee and shall apply without regard to the form or the amount of the Guaranteed Obligations in existence at any time. Guarantor may prospectively revoke this Guaranty by sending written notice, by certified mail, return receipt requested, to Lender at the address for Lender specified below (the “Revocation Notice”). The revocation of this Guaranty shall not be effective with respect to any Guaranteed Obligation arising on or prior to the date occurring fifteen (15) days after Lender’s receipt of the Revocation Notice (the “Revocation Date”) or arising at any time after the Revocation Date, if arising as the result of a commitment made by Lender to Obligor, or other transaction or circumstances, on or prior to the Revocation Date.

3. Absolute Nature of Guaranty. The obligations of Guarantor under this Guaranty are absolute and unconditional. Guarantor shall not be released from such obligations for any reason, nor shall such obligations be reduced, diminished or discharged for any reason, including but not limited to:

Guarantor shall discharge the Guaranteed Obligations when due, including any accelerated maturity, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein. Guarantor shall be and remain liable for any deficiency remaining after any foreclosure of any pledge or Security Interest against the Collateral regardless of any action or inaction by Lender in such foreclosure and regardless of any discharge of Obligor. Guarantor is not entering into this Guaranty in reliance on the value or the availability of any of the Collateral. Guarantor acknowledges that Guarantor may be required to pay the Guaranteed Obligations, in full, without the assistance or support of any other party. Guarantor has not been induced to enter into this Guaranty on the basis that any party other than Obligor will be liable to perform any Guaranteed Obligation or that Lender will look to any other party to perform any Guaranteed Obligation.

4. Waivers. Guarantor waives:

5. Subordination. Any and all indebtedness of Obligor now or hereafter owed to Guarantor or any affiliate of Guarantor is hereby subordinated to the Guaranteed Obligations. This subordination includes, but is not limited to, payment and any lien or security interest.

6. Representations and Warranties. Guarantor represents and warrants to Lender that:

(iii) as of the date hereof and until the payment and performance in full of all Guaranteed Obligations, there will not be any material adverse change in Guarantor’s financial condition.

7. JURY TRIAL WAIVER; CONSENT TO JURISDICTION; PUNITIVE DAMAGE WAIVER.

8. Red Oak as Agent. Except upon notice by Red Oak providing alternate instructions on a particular occasion or generally, Red Oak acts as agent for each Lender, and Guarantor agrees to deal exclusively with Red Oak for all purposes in connection with this Guaranty notwithstanding any other terms set forth in this Guaranty. By way of example and not in limitation, except upon notice by Red Oak providing alternate instructions on a particular occasion or generally, as to all provisions requiring or allowing Guarantor to provide information and/or any notice to Lender, and for Guarantor to make payments to Lender, all such information and/or notice shall be provided, and all such payments shall be remitted, exclusively to Red Oak at such address and in such manner as Red Oak may instruct from time to time. Likewise, except as determined by Red Oak on a particular occasion or generally, Red Oak shall have exclusive authority to act as Lender with respect to Guarantor in connection with this Guaranty, including but not limited to for purposes of issuing default or other notices to Guarantor, considering and/or granting any requests for amendment and/or waivers and exercising remedies after any Default with respect to Guarantor or otherwise in connection with the Guaranteed Obligations. Guarantor understands and agrees that (a) Red Oak, each Lender and the manufacturer of any item of Collateral are not affiliated and neither Red Oak nor any Lender shall have any liability to Guarantor or otherwise for the actions or omissions of such manufacturer(s) or other third parties; and (b) Red Oak and each Lender may share and exchange with the any manufacturer(s) of Collateral and any other third party as Red Oak or such Lender determines appropriate any credit, financial and other information as further set forth in Section 6(c) above.

9. Governing Law. This Guaranty has been substantially negotiated in the State of Georgia. This Guaranty shall be governed, construed and enforced in accordance with the laws of the State of Georgia without regard to conflicts of laws principles that might refer the governance, construction or enforcement of this Guaranty to the laws of another jurisdiction. For the avoidance of doubt, the parties agree that the laws of the State of Georgia shall govern the resolution of any Dispute.

10. Miscellaneous. If any provision of this Guaranty, the Credit Agreement and any other documents relating hereto or thereto shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty, the Credit Agreement and any other documents relating hereto or thereto. The headings contained in this Guaranty are inserted for convenience only and shall not affect the meaning or interpretation of this Guaranty. All references herein to Guarantor, any person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term “person” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, any government or any political subdivision thereof, or other entity, and the term “entity” shall mean any such “person” other than an individual. All references to the parties herein shall also include any person which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with such party (each an “affiliate”). Any waiver of a breach of this Guaranty shall not be construed to be a continuing waiver or consent to any subsequent breach by either party hereto. This Guaranty shall not be deemed to create any right in any party except as provided herein. This Guaranty shall inure to the benefit of Lender, together with the successors and assigns of Lender and shall be binding upon Guarantor and the successors and assigns of Guarantor. Guarantor agrees that Lender may, without the consent of, or notice to, Guarantor, assign all or any portion of its rights hereunder to any other party to which any Guaranteed Obligation is transferred, assigned or negotiated. Guarantor shall not assign its rights or delegate its obligations under this Guaranty, in whole or in part, without the prior written consent of Lender. Guarantor shall be liable for all attorneys’ fees and other costs and expenses incurred by Lender in connection with Lender’s collection of the Guaranteed Obligations, and enforcement of this Guaranty. Any notices, demands or other communications hereunder shall be in writing, and shall be deemed to have been given and be effective upon the earlier of (i) delivery by personal delivery, (ii) one (1) business day after being sent by overnight courier, (iii) three (3) days after the mailing thereof by registered or certified mail, postage prepaid, return receipt requested, (iv) the date of posting by Lender on the website (as mentioned in the Credit Agreement), or (v) upon affirmative confirmation of receipt by email, if sent during normal business hours, or on the next business day if sent after normal business hours, in each case addressed to addresses set forth below for each party or such other address as any party shall have designated by notice in writing to the other parties. This Guaranty may be executed and delivered by original signature or facsimile, and in one or more counterparts, each of which shall be deemed to be an original copy of this Guaranty and all of which, when taken together, shall be deemed to constitute one and the same Guaranty. The parties (or either of them) may sign this Guaranty manually or by Electronic Signature (as defined below). A party’s delivery of a counterpart of this Guaranty containing or otherwise bearing or having associated therewith an Electronic Signature (i) shall be deemed to be conclusive proof of such party’s intent and agreement to authenticate this writing and to form and to be bound by this Guaranty, and (ii) shall have the same force and effect as delivery of a counterpart bearing an original manual signature. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record (including, without limitation, facsimile, email electronic signatures, or manual signatures scanned and transmitted by e-mail as a PDF). The words “execute,” “execution,” “executed,” “sign,” “signed,” “signature,” “initials” and words of similar import in this Guaranty shall include Electronic Signatures. This Guaranty, the Credit Agreement and any other documents relating hereto or thereto contain the entire agreement of the parties hereto with respect to the subject matter hereof, collectively set forth the entire understanding of the parties with respect to the subject matter hereof, and collectively supersede any other agreements or understandings, oral or written, between the parties with respect to the subject matter hereof. This Guaranty may not be amended, modified or supplemented in any respect, except by a subsequent written agreement executed by the parties hereto. This Guaranty may not be varied or modified by statement, conduct or act of any of the parties, except by a writing specifically referring to this Guaranty and signed by all parties hereto. No course of dealing, course of performance, or usage of trade shall be considered in the interpretation or enforcement of this Guaranty. Guarantor waives any right it may have to introduce evidence of any such course of dealing, course of performance or usage of trade. This Guaranty is not to be construed in any way against or in favor of any party hereto solely because one party drafted this Guaranty.

11. Multiple Guarantors. If more than one Guarantor executes this Guaranty, each Guarantor hereby agrees to be jointly and severally responsible for fulfilling all Guaranteed Obligations hereunder. All affirmative representations, covenants, agreements and obligations imposed on “Guarantor” hereunder shall constitute representations, covenants, agreements and obligations binding on all Guarantors. All representations, covenants, agreements and obligations shall also constitute representations, covenants agreements and obligations of all Guarantors but shall be breached hereunder if breached by any Guarantor. Insofar as Lender is concerned, the act of any Guarantor shall bind all other Guarantors, and Lender’s rights, remedies, powers privileges and indemnities (and each Guarantor’s rights and duties to Lender) shall not be affected by any notice or action to the contrary. Lender shall be fully protected, as to each and all Guarantor, in dealing with any one Guarantor. A Guarantor’s obligations hereunder shall not be affected by any action taken or not taken by Lender, by any lack of prior enforcement or retention of any rights against any Guarantor, by any illegality, unenforceability, or invalidity of any Guarantor’s obligations, or by any circumstance or condition, including, without limitation, (i) any termination, amendment, or modification of, or supplement hereto; (ii) any action by any Guarantor with respect to any item of Collateral; (iii) any failure or delay to conform or comply with any term hereof; (iv) any waiver, consent, extension, indulgence, compromise, settlement, release, or other action or inaction under or in respect hereof, or any exercise or non- exercise of any right, remedy, power, privilege or indemnity under or in respect hereof; (v) any voluntary or involuntary bankruptcy, insolvency, or similar proceeding with respect to any Guarantor; (vi) any limitation on the liability or obligations of any Guarantor, or any discharge, termination, cancellation, frustration, invalidity or unenforceability hereof;

(vii) any defect in title to or condition of any item of the Collateral; (viii) any merger or consolidation of any Guarantor into or with any other entity; and (ix) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release, defense, or limitation arising out of any laws of the United States of America or any state thereof or any other applicable jurisdiction. Each Guarantor agrees that Lender shall not be required to file suit or proceed to obtain or assert a claim against any other Guarantor or its assets, either before or as a condition to enforcing such first Guarantor’s liability hereunder. Lender shall have no duty to see any allocation of use or benefits of any item of Collateral subject hereto, regardless of any notice or request from any Guarantor, all relations between or among Guarantors being an internal matter for such Guarantor and not for Lender. To the extent that this Guaranty is secured by property of any Guarantor or any other party, Lender shall not be obligated to release its security interest in such property until all applicable preference periods have passed with respect to payments made to Lender by or on behalf of Guarantor and/or Obligor.

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IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty, intending to be legally bound hereby, as of the Effective Date set forth above.