Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 20, 2024, the registrant ("RDE"), entered into a secured promissory note (the "Note") with Spars Capital Group LLC ("Spars Capital") in the principal amount of $2,000,000 bearing annual interest of 11.5% that has a maturity date of January 20, 2025. The Note has an origination fee of $20,000 and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of RDE under the terms of a Security Agreement and is subordinated only to the line of credit owed by RDE to Pathward, National Association in the amount of $6,459,000. The Note and Security Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family trust affiliated with Elliot Bohm, a member of the Board of Directors of RDE and the President of CardCash Exchange, Inc., a subsidiary of RDE. The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Note and Security Agreement which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.