Exhibit 10.1

PROMISSORY NOTE

Effective Date: February 18, 2025

Total Loan Amount: $86,666.00

Interest Rate: 8% per annum

Maturity Date: March 14, 2026

This Promissory Note (“Note”) is made and entered into as of February 18, 2025, by and between:

Lender has agreed to lend Borrower a total of Eighty-Six Thousand Six Hundred Sixty-Six Dollars ($86,666.00) in two separate disbursements:

The total principal amount of this loan is $86,666.00, subject to the terms and conditions set forth in this Note.

a. Interest Rate: The outstanding principal shall accrue interest at a fixed rate of eight percent (8.00%) per annum, calculated on a 365-day year basis.

b. Maturity Date: The entire outstanding principal amount, together with accrued and unpaid interest, shall be due and payable on March 14, 2026 (the “Maturity Date”).

c. Repayment Method: Borrower shall repay the total loan amount, including interest, in one lump-sum payment on or before the Maturity Date, unless otherwise agreed upon by both parties in writing.

d. Prepayment: Borrower may prepay any portion of the principal or interest without penalty. Any prepayment shall first be applied to accrued interest, then to principal.

a. Late Payment Fee: If Borrower fails to make payment on the Maturity Date, Borrower shall incur a late fee equal to 5% of the unpaid balance. Additionally, unpaid amounts shall accrue default interest at 12% per annum from the date of default until full repayment.

b. Events of Default: The following shall constitute an “Event of Default”:

c. Acceleration: Upon an Event of Default, Lender may declare all outstanding principal and accrued interest immediately due and payable.

d. Costs of Collection: If this Note is placed in the hands of an attorney or collection agency, Borrower agrees to pay all reasonable legal fees, court costs, and collection expenses incurred by Lender.

This Note shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to the jurisdiction of such courts.

a. No Waiver: Lender’s failure to enforce any provision of this Note shall not be deemed a waiver of its rights.

b. Amendments: Any modifications must be in writing and signed by both parties.

c. Severability: If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Note constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Promissory Note as of the Effective Date.

Exhibit 10.2

PROMISSORY NOTE

Effective Date: April 18, 2025

Principal Amount: $86,000.00

Maturity Date: May 15, 2025

This Promissory Note (“Note”) is entered into by and between:

Lender:

PixelArc LLC

A California limited liability company

950 N Kings Rd #218, West Hollywood, CA 90069

Borrower:

Global Interactive Technologies, Inc.

A Delaware corporation

160 Yeoeuiseo-ro, Yeongdeungpo-gu, Seoul, Korea

Lender agrees to loan Borrower the principal amount of Eighty-Six Thousand U.S. Dollars ($86,000.00). The funds are being provided to enable Borrower to make its required payment to the NASDAQ Stock Market LLC. The Lender shall pay this amount directly to NASDAQ on behalf of Borrower.

This Note shall be governed by the laws of the State of California. Disputes shall be adjudicated in Los Angeles County, California.

This Note constitutes the full and final understanding of the parties.

IN WITNESS WHEREOF, the parties have executed this Note as of the Effective Date.

Exhibit 10.3

SECURITY AGREEMENT

Effective Date: April 18, 2025

This Security Agreement (“Agreement”) is made by and between:

Debtor:

Global Interactive Technologies, Inc. (“GITS”), a Delaware corporation

Secured Party:

PixelArc LLC, a California limited liability company (“PixelArc”)

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To secure Borrower’s obligations under the Promissory Note dated April 18, 2025 in the amount of $86,000 (the “Note”), and the prior Promissory Note dated February 18, 2025 in the amount of $86,666, Debtor grants to Secured Party a first-priority security interest in the following collateral:

Collateral:

All intellectual property currently used by GITS in connection with its business operations, including but not limited to:

This includes intellectual property informally contributed by individuals historically affiliated with GITS, over which the Company has established business use.

Purpose of Loan

The parties acknowledge that the loans secured by this Agreement, including the April 2025 loan and the February 2025 loan, were extended in connection with the Company’s urgent need to maintain compliance with NASDAQ listing requirements and to cover critical audit and regulatory expenses necessary for continued public company operations. The Company agrees that preservation of its listing status and regulatory good standing materially benefit the Company, its shareholders, and all creditors, including PixelArc LLC.

Definition of Material Default

For the purposes of this Agreement, a “material default” shall include, but not be limited to:

Upon default under either Note:

Non-Waiver of IP Ownership

Nothing in this Agreement shall be construed as a waiver or assignment of any intellectual property rights owned by third parties or affiliates of the Secured Party, or shall it create a license to the Company beyond the limited use acknowledged herein.

This Agreement shall be governed by the laws of the State of California.

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

Exhibit 10.4

PIXELARC LLC

Notice of Election to Convert Secured Loans to Equity

Date: May 20, 2025

To: Board of Directors

Global Interactive Technologies, Inc. (“GITS”)

From: PixelArc LLC

RE: Election to Convert Outstanding Secured Loan Obligations Pursuant to Promissory Notes and Security Agreement

PixelArc LLC (“PixelArc”), a secured creditor of Global Interactive Technologies, Inc. (“GITS” or the “Company”), hereby provides formal written notice of its election to convert certain indebtedness owed by the Company into equity securities, in accordance with the terms of that certain Promissory Note dated February 18, 2025, the Promissory Note dated April 18, 2025, and the associated Security Agreement dated April 18, 2025 (collectively, the “Loan Agreements”).

The total principal subject to this conversion is $172,666, representing the full outstanding principal balance of the two aforementioned short-term secured loans—$86,666 under the February Note and $86,000 under the April Note.

As of the date of this Notice: -

The April Note has matured (May 15, 2025) and is in payment default. -

The February Note remains outstanding and not yet matured; however, PixelArc elects to convert the full loan balance at this time pursuant to its rights under the Security Agreement and the terms outlined in the Equity Conversion Proposal dated May 19, 2025, which received approval from the Company’s Board of Directors.

Pursuant to the Proposal, and consistent with the Company’s prior board-approved share issuances, PixelArc hereby elects to convert the outstanding principal into 246,666 shares of GITS common stock, based on a conversion price of $0.70 per share.

Reservation of Rights and Related Terms

PixelArc reserves the following rights in full and without waiver:

1. The right to receive equivalent or superior terms, including but not limited to warrants or other equity-linked securities, on terms no less favorable than those offered to similarly situated investors in connection with recent or forthcoming capital transactions, for the period from February 2025 through December 2025. PixelArc anticipates that this may include warrant coverage in the same proportion to the shares issued as granted to other investors.

2. The right to board-level participation, including the designation of a non-voting board observer or equivalent strategic consultation rights, for so long as PixelArc directly or indirectly holds 5% or more of the Company’s outstanding equity securities.

3. The right to collect any unpaid interest, late fees, or other charges accrued under the Loan Agreements that are not expressly converted by this Notice.

4. The right to enforce all remedies available under the Loan Agreements and the Security Agreement in the event that the Company fails to timely issue the shares as set forth herein or otherwise breaches its obligations.

For the avoidance of doubt, PixelArc considers interest on the converted principal to accrue until the effective date on which the common stock is legally issued and entered into the Company’s stock ledger, at which point the converted portion shall be deemed fully satisfied in principal.

Conclusion

This Notice is delivered in good faith as part of a cooperative resolution of outstanding obligations and to support the stabilization of the Company’s capital structure. PixelArc respectfully requests that the Company confirm receipt of this Notice and provide written acknowledgment of the expected timeline for share issuance.

Respectfully submitted,

Amy Shi

Chief Executive Officer

PixelArc LLC