Exhibit 10.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

Dated: April 23, 2025

This Second Amended and Restated Promissory Note (“Note”) is made by the Borrower who has signed this Note. The Borrower promises to pay to the order of PATHWARD, NATIONAL ASSOCIATION, fka Crestmark, a division of MetaBank, National Association (“Bank”), ON DEMAND, at its offices located at 5480 Corporate Drive, Suite 350, Troy, Michigan 48098 or at such other place as Bank or the person that then holds this Note designates in writing, the principal amount set forth above or such lesser or greater amount as may then be due under the Agreement (as defined below), plus interest, fees and expenses as hereinafter provided. All payments that are made must be made in lawful money of the United States of America in immediately available funds. Borrower does not have any right to offset, deduction, or counterclaim from the amount due.

This Note amends and restates in its entirety that certain Amended and Restated Promissory Note dated December 23, 2020 executed by Borrower in favor of Bank in the original principal amount of $10,000,000.00 (the “Original Note”). This Note does not constitute a novation or extinguishment of the existing indebtedness evidenced by the Original Note and said indebtedness is still outstanding.

This Note is referred to in and was delivered pursuant to the Amended and Restated Loan and Security Agreement dated December 23, 2020 between Borrower and Bank (as amended, restated, modified or otherwise supplemented from time to time, the “Agreement”) under which Advances, repayment and further Advances may be made from time to time, pursuant to the provisions of the Agreement. Reference is made to the Agreement for additional terms relating to this Note and the security given for this Note. Any capitalized terms used in this Note, if not defined in this Note, will have the meanings assigned to such terms in the Agreement.

The outstanding principal balance of this Note will bear interest based upon a year of 360 days with interest being charged for each day the principal amount is outstanding including the date of actual payment. The interest rate will be a rate which is equal to three percentage points (3%) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”). Interest on this Note will change with each change in the prime rate so published. If at any time Bank either abandons the use of the Wall Street Journal prime rate or the Wall Street Journal prime rate is no longer published, then Bank will establish a similar replacement rate in its sole discretion. Notwithstanding the foregoing, at no time will the Effective Rate be less than six and one-half of one percent (6.50%) per annum.

Borrower must pay interest on the principal amount which is outstanding each month in arrears commencing on the first day of the month following the funding of the transaction, and continuing on the first day of each month thereafter until the Obligations are fully paid. If the Agreement so provides, interest will also be payable at the same rate on all other sums constituting Obligations. If any payment is due on a day which Bank is not open for business, then payments will be made on the next business day. Payments will be applied in the manner provided in the Agreement. If Borrower at any time pays less than the amount then due, Bank may accept such payment, but the failure to pay the entire amount due is a Default. The (i) failure of Borrower to comply with the provisions of the Agreement or (ii) failure to pay the Obligations following demand will permit Bank to charge the Extra Rate. The “Extra Rate” shall mean the Effective Rate plus eight percent (8.00%) per annum.

Should Borrower make any payment by mail, the payment must be actually received by Bank before the payment is credited but payment is still subject to the Clearance Day as defined in the Schedule to the Agreement. Borrower assumes all risk resulting from non-delivery or delay, in delivery of any payment no matter how the payment is delivered.

If Borrower elects to prepay this Note and/or terminate the Agreement, Borrower may do so, but only upon payment of all the Obligations, including the Exit Fee set forth in the Schedule.

It is the intent of the parties that the rate of interest and other charges to Borrower under this Note shall be lawful; therefore, if for any reason the interest or other charges payable hereunder are found by a court of competent jurisdiction, in a final determination, to exceed the limit Bank may lawfully charge Borrower, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be credited to the outstanding principal balance of this Note, or if no such amount is outstanding, refunded to Borrower.

Borrower waives any obligation of Bank to present this Note for payment or to give any notice of nonpayment or notice of protest and any other notices of any kind. The liability of the Borrower is absolute and unconditional, without regard to the liability of any other party.

If this Note is signed by two or more parties, the obligations and undertakings under this Note shall be that of all and any two or more jointly and also each severally.

Borrower agrees that an Electronic Signature of Borrower affixed to this Note, any of the other Loan Documents, and to any amendment, supplement or other modification to such Loan Documents, or any other document or instrument delivered by Borrower in connection with the Loan Documents or any of the transactions contemplated thereby is intended to authenticate such writing and that such Electronic Signature shall bind Borrower and have the same force and effect as if it had been manually signed and physically delivered by Borrower. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record. Borrower waives any objection that this Note or any of the other Loan Documents are invalid or otherwise unenforceable because of its execution by Electronic Signature. Borrower further agrees that:

In the event it is determined that this Note is governed by Article 3 of the Uniform Commercial Code, Borrower acknowledges and agrees that this Note is an effective, enforceable and valid Transferable Record. A “Transferable Record” means an electronic record that (i) would be a note under Article 3 of the Uniform Commercial Code if the electronic record were in writing, and (ii) Borrower, as the issuer, has agreed is a transferable record.

Exhibit 10.2

AMENDMENT NO. 2

TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amendment No. 2 to Amended and Restated Loan and Security Agreement (“Amendment”) dated April 23, 2025 is by and between PATHWARD, NATIONAL ASSOCIATION fka Crestmark, a division of MetaBank, National Association (“Pathward”), whose address is 5480 Corporate Drive, Suite 350, Troy, Michigan 48098, CARDCASH EXCHANGE, INC., a Delaware corporation (“Borrower”) whose address is 1950 Rutgers University Boulevard, Suite 300, Lakewood, New Jersey 08701, and GIFTIFY, INC., a Delaware corporation (fka RDE, Inc., a Delaware corporation) (“Guarantor”), whose address is 1100 E. Woodland Road, Suite 510, Schaumburg, Illinois 60173. This Amendment amends that certain Amended and Restated Loan and Security Agreement dated December 23, 2020 by and between Pathward and Borrower (as amended, restated, or otherwise modified from time to time, the “Agreement”).

BACKGROUND:

The parties have executed the Agreement and Loan Documents;

The Borrower and Guarantor are indebted and/or obligated to Pathward without offset or deduction pursuant to the Agreement and the Loan Documents all of which are in full force and effect; and

Borrower, Pathward, and Guarantor, desire to modify and amend certain terms, conditions, covenants and obligations contained in the Agreement and the Loan Documents, including, as set forth herein.

Accordingly, the parties agree as follows:

1. DEFINED TERMS:

Capitalized terms that are not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2. AMENDMENT AND MODIFICATION TO THE AGREEMENT:

A. All references to “Bank” in the Agreement and Loan Documents are hereby amended to refer to Pathward, National Association, fka Crestmark, a division of MetaBank, National Association.

B. The language appearing in Section 2 of the Schedule to the Agreement, prior to the paragraph that begins with “Eligible Credit Card Receivables” is hereby deleted in its entirety and replaced with the following:

2. LOAN; LOAN ADVANCES.

Advance Formula: Advances of the Loan may be measured against a percentage of Eligible Accounts and Eligible Inventory.

The Loan Amount may not exceed an amount which is the lesser of:

(subparagraphs (i) – (ii) are collectively the “Advance Formula”).

“Product Cost” shall mean the actual cost paid for Gift Cards purchased by Borrower in the ordinary course of the business of Borrower.

Bank in its sole discretion may raise or lower any percentage advance rate with respect to the Advance Formula.”

C. The subsection titled “Exit Fee” in Section 4 of the Schedule to the Agreement is hereby deleted in its entirety and replaced with the following:

“Exit Fee: Borrower may elect to terminate this Agreement, but only upon the payment of all Obligations, including the following exit fee (“Exit Fee”), as liquidated damages and not as a penalty: prior to December 31, 2025, the Exit Fee will be 0.50% of the Maximum Amount, together with all unpaid Loan Fees and Maintenance Fees (if any) due under the Agreement. No partial prepayment will affect Borrower’s obligation to continue to pay the Obligations as provided in the Note and the Agreement. In the event that a Default has occurred and is continuing at the time Bank demands payment of the Obligations, the Exit Fee will be due and payable by Borrower.”

D. Section 11.K. of the Schedule to the Agreement is hereby deleted in its entirety and replaced with the following:

“K. Minimum Cash Collateral Account Balance. Borrower will at all times maintain a minimum balance in its Cash Collateral Account maintained at Pathward, National Association, fka MetaBank, National Association of not less than $1,000,000.00 (the “Minimum Cash Collateral Account Balance”). Borrower’s failure to maintain the required Minimum Cash Collateral Account Balance of $1,000,000 in a Cash Collateral Account at Pathward, National Association shall constitute a Default. The Borrower may cure such Default by (i) immediately bringing the account balance to the required Minimum Cash Collateral Account Balance, and (ii) paying a deficiency fee in an amount equal to three percent (3%) of such deficiency, which fee shall be due and payable on the first day of the month immediately following the month in which such deficiency occurred. Borrower agrees to pay all fees, costs and expenses which the Borrower incurs in connection with opening and maintaining the Cash Collateral Account. All of such fees, costs and expenses which remain unpaid by the Borrower pursuant to any account agreement associated with the Cash Collateral Account, to the extent same shall have been paid by the Bank hereunder, shall constitute additional Advances hereunder, and shall be payable to the Bank for its benefit by the Borrower upon demand. Notwithstanding the foregoing, in the event Borrower’s net income for the monthly period ending September 30, 2025 is at least $250,000.00, the Minimum Cash Collateral Account Balance shall be reduced to $750,000.00.”

3. REAFFIRMATION OF GUARANTY:

As a specific inducement to Pathward to enter into the Agreement, Guarantor executed a Guaranty dated January 1, 2024 (the “Guaranty”). Guarantor hereby acknowledges and agrees to the amendments and modification set forth above and reaffirms its Guaranty with respect to all liabilities, obligations and the Indebtedness therein guaranteed as herein amended and modified. Guarantor further acknowledges that its Guaranty remains liable in accordance with the terms of the Guaranty without offset or counterclaim. Guarantor also acknowledges and agrees that its liability under the Guaranty is unlimited.

5. EXPENSES:

In consideration of the extension of the loan and the execution of this Amendment, Borrower will pay Pathward a fee of $2,000.00, which fee is fully earned as of the date hereof, and non-refundable. Borrower will promptly pay all expenses, fees and costs incurred by Pathward with respect to the preparation, execution, and delivery of this Amendment, and all other documents contemplated herewith, including reasonable attorneys’ fees.

6. NO WAIVER:

Borrower acknowledges that the execution of this Amendment does not constitute a waiver or cure of any Default, whether matured or otherwise, if any, that previously existed or now exists under the Agreement or any Loan Document. By execution of this Amendment, Pathward will not be deemed to have waived any of its rights or remedies under the Agreement or any Loan Document.

7. SURVIVAL, REAFFIRMATION, AND NO DEFENSES:

Each undersigned Borrower and Guarantor agrees, in all capacities in which the signatory has executed the Agreement or any of the Loan Documents, as follows:

A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations and warranties contained in the Agreement and the Loan Documents are true and correct, continue to be satisfied in all respects and are legal, valid and binding obligations. The undersigned hereby ratify, agree to and confirm the Agreement and the Loan Documents and consent to and acknowledge this Amendment.

B. That payment of the Indebtedness is the valid obligation of Borrower and Guarantor and, as of the date hereof, Borrower and Guarantor have absolutely no defenses, claims, rights of set-off or counterclaims against Pathward or the payment of the Indebtedness. This Amendment shall not impair the rights, remedies and Collateral given in the Agreement and the Loan Documents.

C. That the liability of the undersigned howsoever arising or provided for in the Agreement and the Loan Documents is hereby reaffirmed.

8. RELEASE:

In consideration of Pathward executing this Amendment, Borrower and Guarantor do each hereby release and discharge Pathward of and from any and all claims, harm, causes of action, liabilities, injuries, expenses (including attorneys’ fees) and damages of any and every kind, known or unknown, legal or equitable, which Borrower or Guarantor have against Pathward from the date of Borrower’s and Guarantor’s first contact with Pathward up to the date of this Amendment. Borrower and Guarantor confirm to Pathward that they have reviewed the effect of this release with legal counsel of their choice, or have been afforded the opportunity to do so, prior to the execution of this Amendment and each acknowledges and agrees that Pathward is relying upon this release in executing this Amendment.

9. CONFIRMATION OF LIEN UPON COLLATERAL:

Borrower acknowledges and agrees that pursuant to the terms of the Agreement, the obligations of Borrower and the Indebtedness are secured by a first priority lien and security interest in the Collateral (as defined in the Agreement). The Collateral is and shall remain subject to and encumbered by the lien, charge, and encumbrance of the Agreement, and nothing contained herein shall affect or be construed to affect the lien or encumbrance created by the Agreement or the priority thereof.

Guarantor acknowledges and agrees that the obligations of Guarantor under the Guaranty are secured by a lien and security interest against the Collateral (as defined in the Security Agreement dated January 1, 2024 between Guarantor and Pathward) and the Equity Interest Collateral (as defined in the Pledge Agreement executed by Guarantor in favor of Pathward). The Collateral and Equity Interest Collateral is and shall remain subject to and encumbered by the lien, charge, and encumbrance of the Security Agreement and Pledge Agreement executed by Guarantor, and nothing contained herein shall affect or be construed to affect the lien or encumbrance created by such Security Agreement and Pledge Agreement or the priority thereof.

Borrower and Guarantor further acknowledge that the Indebtedness and the obligations of Borrower and Guarantor to Pathward may also be secured by a lien, assignment, or encumbrance in other collateral, including, without limitation, a collateral assignment of certain life insurance policy(ies). Nothing contained herein shall affect or be construed to affect any such lien, assignment, or encumbrance granted to Pathward in relation to such additional collateral.

10. NO ORAL MODIFICATION

This Amendment may only be altered or modified by written instrument duly executed by Borrower and Pathward.

11. ELECTRONIC SIGNATURES

Each party agrees that an Electronic Signature of such party affixed to this Agreement, any of the other Loan Documents, and to any amendment, supplement or other modification to such Loan Documents, or any other document or instrument delivered by such party in connection with the Loan Documents or any of the transactions contemplated thereby is intended to authenticate such writing and that such Electronic Signature shall bind such party and have the same force and effect as if it had been manually signed and physically delivered by such party. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record. Borrower and Guarantor waive any objection that any Loan Documents are invalid or otherwise unenforceable because of its execution by Electronic Signature. Borrower and Guarantor further agree that:

a. they have sole responsibility to ensure that any document or instrument purported to be signed by Electronic Signature on their behalf is signed only by persons authorized to do so;

b. they accept all risks that any such document may not contain authentic or authorized Electronic Signatures on their behalf;

c. the persons purporting to have signed any such document on their behalf by Electronic Signature are conclusively deemed to have signed it with the intention that Borrower and Guarantor be bound by its terms;

d. Pathward is authorized to act and rely on any document or instrument executed and/or delivered by Electronic Signature without any duty for further investigation, even if the Electronic Signature does not conform to a specimen signature previously provided by them; and

e. upon the request of Pathward, they agree to provide a manually executed counterpart of any Loan Document or other applicable document related to the Loan Documents previously executed by Electronic Signature.

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The parties hereto have executed this Amendment the day and year first appearing above.

[Signature Page to Amendment No. 2 to Amended and Restated Loan and Security Agreement]