Exhibit 10.1

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY.

8% SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, Dogehash Technologies, Inc., a Nevada corporation, and USDE Acquisition, Inc., a Nevada corporation (collectively, the “Maker”), with its primary offices located at 200 E. Las Olas, Suite 200, Ft. Lauderdale, FL 33301, jointly and severally promise to pay to the order of Thumzup Media Corporation, (the “Payee”) or its registered assigns (with the Payee, the “Holder”), upon the terms set forth below, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000) plus interest on the unpaid principal sum outstanding at the rate of eight percent (8%) per annum (this “Note”). Defined terms not otherwise defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger dated as of August 18, 2025, as amended from time to time (the “Purchase Agreement”).

1. Payments.

(a) Unless an Event of Default shall have previously occurred and be continuing, this Note shall become due and payable on a date (the “Maturity Date”) that shall be the earliest to occur of: (i) September 22, 2026, (ii) the date the Maker (or any successor in interest of the Maker) consummates the Subsequent Transaction (as defined below), or (iii) the Purchase Agreement is terminated pursuant to its terms. As used herein the “Subsequent Transaction” means the closing of the acquisition of Maker by Payee pursuant to the Purchase Agreement.

(b) The Maker shall pay interest to the Holder on the aggregate and then outstanding principal amount of this Note at the rate of eight percent (8%) per annum, payable in arrears on the earlier of (i) the Maturity Date or (ii) acceleration of this Note following an Event of Default pursuant to Section 3(b). Interest on this Note shall commence to accrue as of the date of funding (the “Original Issue Date”).

(c) Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue monthly commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Maker regarding registration and transfers of this Note.

(d) All overdue accrued and unpaid principal and interest to be paid hereunder shall entail a late fee at the rate of twelve percent (12%) per annum (or such lower maximum amount of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal and/or interest is due hereunder through and including the date of payment, in full. Except as otherwise set forth in this Note, the Maker may prepay any portion of the principal amount of this Note without penalty at any time.

2. Secured Obligation; Security. The obligations of the Maker under this Note are secured by the Collateral (as defined in the Security Agreement (as defined herein)) pursuant to that certain Security Agreement, dated as of the date hereof, by and among the Maker and the parties signatory thereto (the “Security Agreement”).

3. Maker Representations and Warranties.

(a) Seniority; Security Interest. Except for the assets of the Maker secured pursuant to that certain loan from as set forth in the Disclosure Letter to the Purchase Agreement or as set forth on Schedule 3(a), there are no existing liens, encumbrances, security interests, indebtedness, mortgages or third party rights of any kind that are, or could be, ranked senior in nature to this Note. Maker agrees that it will use its best efforts to have subordinated any outstanding security interests in the Collateral to ensure that Payee shall not have less than a first priority security interest in the Collateral. No other debt may be secured by a lien on, or security interest in, the Collateral, whether senior, subordinate or pari passu without the prior written consent of the Holder.

(b) Purchase Agreement Representations and Warranties. Except as set forth on Schedule 3(b), each of the representations and warranties (together with the Disclosure Letter) made by Maker to the Payee in the Purchase Agreement are true and correct as of the Original Issue Date and are incorporated by reference herein (as though fully restated herein).

4. Events of Default.

(a) “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) any default in the payment of the principal of, or the interest on, this Note, as and when the same shall become due and payable;

(ii) Maker shall fail to observe or perform any obligation or shall breach any term or provision of this Note and such failure or breach shall not have been remedied within ten (10) Business Days after the date on which notice of such failure or breach shall have been delivered (other than those occurrences described in other provisions of this Section 3 for which a different grace or cure period is specified, or for which no cure period is specified and which constitute immediate Events of Default);

(iii) Maker shall fail to observe or perform any of its material obligations owed to the Holder or any other material covenant, agreement, representation or warranty contained in, or otherwise commit any material breach hereunder or in any other agreement executed in connection herewith, including the Transaction Documents. “Transaction Documents” means this Note, the Security Agreement and the Waiver Agreement by and among the Maker and Payee dated as of September 23, 2025.

(iv) Maker shall commence, or there shall be commenced against the Maker a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker, or there is commenced against the Maker any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty (60) days; or the Maker is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Maker suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Maker makes a general assignment for the benefit of creditors; or the Maker shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Maker shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Maker for the purpose of effecting any of the foregoing;

(v) Maker shall default in any of its respective obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Maker, whether such indebtedness now exists or shall hereafter be created and such default shall result in indebtedness aggregating more than $100,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable; or

(vi) except in connection with the Purchase Agreement, the Maker shall (a) be a party to any Change of Control Transaction (as defined below), (b) agree to sell or dispose all or in excess of 50% of its assets in one or more transactions (whether or not such sale would constitute a Change of Control Transaction), (c) redeem or repurchase more than a de minimis number of shares of common stock or other equity securities of the Maker, or (d) make any distribution or declare or pay any dividends (in cash or other property, other than common stock) on, or purchase, acquire, redeem, or retire any of the Maker’s capital stock, of any class, whether now or hereafter outstanding. “Change of Control Transaction” means the occurrence of any of: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of the Maker, by contract or otherwise) of in excess of 51% of the voting securities of the Maker, (ii) a replacement at one time or over time of more than one-half of the members of the Maker’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the Original Issue Date (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the Original Issue Date), (iii) the merger of the Maker with or into another entity that is not wholly owned by the Maker, consolidation or sale of 33% or more of the assets of the Maker in one or a series of related transactions, or (iv) the execution by the Maker of an agreement to which the Maker is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii).

(vii) any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect (or, to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in any respect) as of the date when made or deemed made.

(viii) prior to the payment in full and satisfaction of the owed under this Note, any security interest and lien purported to be created by any Transaction Document shall cease to be in full force and effect, or shall cease to give the Holder, the liens, rights, powers and privileges purported to be created and granted under such Transaction Documents (including a perfected first priority security interest in and lien on all of the Collateral thereunder (except as otherwise expressly provided in such Transaction Document)) in favor of the Holder, or shall be asserted by the Company or any Affiliate(s) not to be a valid, perfected, first priority (except as otherwise expressly provided in this Note or any such Transaction Document) security interest in or lien on the collateral covered thereby.

(b) If any Event of Default occurs and shall be continuing, the full principal amount of this Note, together with all accrued interest thereon, shall become, at the Holder’s election, immediately due and payable in cash.

(c) The Holder need not provide and the Maker hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

5. Negative Covenants. So long as any portion of this Note is outstanding, the Maker will not directly or indirectly, other than as permitted by the Purchase Agreement:

(a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(b) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

(c) amend its articles of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder;

(d) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of securities other then the Note subject to the prepayment provisions herein;

(e) sell, lease or otherwise dispose of any significant portion of its assets or acquire any assets or business on or after the Original Issue Date;

(f) except in connection with the Purchase Agreement, enter into any agreement with respect to any of the foregoing; or

(g) pay cash dividends or distributions on any equity securities of the Maker

“Permitted Indebtedness” shall mean either (a) the indebtedness of the Maker existing on the date of issuance of this Note and set forth on Disclosure Letter to the Purchase Agreement, (b) any indebtedness incurred by the Maker or any successor-in-interest to the Maker in connection with any waiver or amendment to the Purchase Agreement, (c) any indebtedness the proceeds of which are used to repay the Note in full after giving of appropriate notice to the Holder and (d) any indebtedness incurred in the ordinary course of business or consented to by Holder.

“Permitted Lien” shall mean the individual and collective reference to the following: (a) liens for taxes, assessments and other governmental charges or levies not yet due or liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Maker) have been established in accordance with generally accepted accounting procedures, and (b) liens imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other similar liens arising in the ordinary course of business, and (x) which do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Maker or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such lien.

6. No Waiver of the Holder’s Rights. All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Holder in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Holder of any of its options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment, protest, and all notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Holder of less than the full amount due and payable hereunder shall in no way limit the right of the Holder to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

7. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

8. Cumulative Rights and Remedies; Usury. The rights and remedies of the Holder expressed herein are cumulative and not exclusive of any rights and remedies otherwise available under this Note, or applicable law (including at equity). The election of the Holder to avail itself of any one or more remedies shall not be a bar to any other available remedies, which the Maker agrees the Holder may take from time to time. If it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall be reduced to the maximum permitted rate of interest under such law.

9. Use of Proceeds. Maker shall use the proceeds from this Note hereunder for the acquisition of DG1+ 14G servers and working capital purposes or as otherwise contemplated by the Purchase Agreement and not for the satisfaction of any portion of the Maker’s debt (other than payment of trade payables in the ordinary course of the Maker’s business and prior practices), to redeem any of the Maker’s equity or equity-equivalent securities or to settle any outstanding litigation.

10. Severability. If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

11. Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Holder and its successors and assigns. The term “Holder” as used herein, shall also include any endorsee, assignee or other holder of this Note.

12. Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Holder a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Holder to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

13. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of the Maker and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in the state and federal courts sitting in the City of New York, County of New York (the “New York Courts”). Each of the Maker and the Holder hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each of the Maker and the Holder hereby irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the Maker and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.

14. Notice. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth in this Section 14 at or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth in this Section 14 on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2^nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth in this Section 14.

If to the Payee:

Dogehash Technologies, Inc.

1500 East Las Olas, Suite 200

Ft. Lauderdale, FL 33301

Attn: Parker Scott, Chief Executive Officer

Email: [email protected]

With a copy to (which shall not constitute notice):

Law Office of Harvey Kesner, P.C.

305 Broadway, Suite #700

New York, NY 10007

Email: [email protected]

646-678-2543

If to the Maker:

Thumzup Media Corporation

10557 Jefferson Blvd.

Los Angeles, CA 90232

Attn: Robert Steele, Chief Executive Officer

Email: [email protected]

With a copy to (which shall not constitute notice):

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Attn: Richard Friedman, Esq.

Email: [email protected]

15. Required Notice to the Holder. The Holder is to be notified by the Maker, within five (5) Business Days, in accordance with Section 15, of the existence or occurrence, of any Event of Default.

The undersigned has executed this Note as a maker and not as a surety or guarantor or in any other capacity.

Exhibit 10.2

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of September 24, 2025 (this “Agreement”) is made by and among Dogehash Technologies, Inc., a Nevada corporation, and USDE Acquisition, Inc., a Nevada corporation (the “Grantor”), in favor of Thumzup Media Corporation, a Nevada corporation (the “Secured Party”).

RECITALS

A. The Grantor has agreed, to issue and sell to the Secured Party an 8% secured promissory note in the principal amount of Two Million Five Hundred Thousand Dollars and 00/100 ($2,500,000.00) (as such note may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof, the “Note”).

B. It is a condition precedent to the Note that the Grantor shall have executed and delivered to the Secured Party this Agreement providing for the grant to the Secured Party, to secure all of the Grantor’s obligations under the Note and the Transaction Documents (as defined in the Note) of a valid, enforceable, and perfected security interest in the Collateral (as defined herein).

C. The Grantor has determined that the execution, delivery and performance of this Agreement directly benefits, and is in the best interest of, the Grantor.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Secured Party to perform under the Note, the Grantor agrees with the Secured Party, as follows:

Section 1. Definitions.

(a) Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Agreement and the recitals hereto which are defined in the Note or in the Uniform Commercial Code (the “Code”), and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Secured Party may otherwise determine.

(b) The Recitals to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

Section 2. Grant of Security Interest . As collateral security for all of the Obligations (as defined herein), Grantor hereby pledges and assigns to the Secured Party, and grants to the Secured Party, a senior first priority lien and continuing security interest in the Collateral (as defined herein) to secure the payment and performance of all the Obligations.

(a) Collateral – General. The Grantor hereby grants to the Secured Party a first priority lien and security interest in the Collateral and expressly including the profits interest. “Collateral” means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following personal property of the Grantor, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith and shall include, without limitation, the profits of the Grantor: All servers acquired with the proceeds of the loan under the Note consisting of 520 DGI+ server units, including without limitation, all supplies and materials associated with the installation and operation thereof and all proceeds received in connection therewith.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b) Security for Obligations. The security interest granted pursuant to this Agreement and created hereby in the Collateral constitutes a continuing security interest and secures the payment and performance for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now or exiting or hereafter incurred, including the monetary obligations of the Grantor to the Secured Party arising under the Note (collectively, the “Obligations”):

(i) for so long as the Note is outstanding, (i) the payment by the Grantor, as and when due and payable (by scheduled maturity, voluntary prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Note, and the other Transaction Documents, if any, and (ii) the payment by the Grantor, as and when due and payable of all obligations under the Transaction Documents, as applicable, including, without limitation, in both cases, (A) all principal of and interest on the Note (including, without limitation, all interest that accrues after the commencement of any insolvency proceeding of Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such insolvency proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and

(ii) for so long as the Note is outstanding, the due performance and observance by the Grantor of all of its other obligations from time to time existing in respect of any of the Transaction Documents.

SECTION 3. Representations and Warranties. The Grantor hereby represents, warrants and covenants as follows:

SECTION 4. Events of Default. The Grantor shall be in default under this Agreement upon the occurrence of any Event of Default as defined in the Note. Furthermore, any default under the terms, conditions, covenants, representations and warranties contained herein shall also be deemed to be an “Event of Default.”

SECTION 5. Rights and Remedies Upon Default.

(a) General. Upon the occurrence and during the continuation of any Event of Default, the Secured Party may accelerate all the obligations and shall have, in addition to all other rights and remedies provided herein or by applicable law, all of the rights and remedies of a secured party under the Code relating to Collateral, including, but not limited to, the right to take possession of the Collateral, and the right, without further notice to the Grantor, to take the Collateral, in satisfaction in full of obligations owing under the Notes, and for those purposes a Secured Party may, and the Grantor hereby authorizes the Secured Party to, enter upon any premises on which Collateral may be located or situated and remove the same therefrom and assign, sell or otherwise dispose of the Collateral, on such premises without any liability for rent, storage, utilities or other sums, and upon request the Grantor shall, to the extent practicable, assemble and make the Collateral available to the Secured Party at a place to be designated by the Secured Party, which is reasonably convenient to the Grantor and the Secured Party. The Grantor agrees that, to the extent notice of sale shall be required, at least five days notice to the Grantor of the time and place of any public sale or the time after which any private sale or any other intended disposition is to be made shall constitute reasonable notification of such sale or disposition. The Secured Party shall also have the right to apply for and have a receiver appointed by a court of competent jurisdiction in any action taken by the Secured Party to enforce its rights and remedies hereunder, to manage, protect and preserve the Collateral, as the case may be, or continue the operation of the business of the Grantor, and the Secured Party shall be entitled to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the obligations until a sale or other disposition of such Collateral shall be finally made and consummated.

(b) Granting of Licenses. Upon the occurrence and during the continuation of any Event of Default, the Secured Party may grant a license or licenses relating to the Collateral for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its discretion deem appropriate. Such license or licenses may be general, special or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or any part of the United States of America, its territories and possessions, and all foreign countries.

(c) Collateral Realization. In the event of any disposition or collection of or any other realization upon all or any part of the Collateral, the Secured Party shall apply the proceeds of such disposition, collection or other realization as follows:

Section 6. Further Assurances. The Grantor will execute and deliver to the Secured Party, at the request of the Secured Party, at any time and from time to time, such financing statements and other instruments and do such other acts and things as the Secured Party may reasonably deem necessary or desirable in order to establish, perfect and maintain a valid first and senior priority security interest in the Collateral in favor of the Secured Party (free and clear of all other security interests, liens, charges, encumbrances and other claims, whether voluntarily or involuntarily created) or in order to facilitate the collection of the Collateral.

Section 7. Waiver; Release.

(a) No Waiver. No omission or delay by the Secured Party in exercising any right or power under this Agreement or any other document will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and no waiver of the Secured Party’s rights hereunder will be valid unless in writing and signed by the Secured Party, and then only to the extent specified.

(b) Release. The Grantor releases the Secured Party and its agents, officers, employees, attorneys, administrators and executors, of and from any claims for loss or damage resulting from acts or conduct of any or all of them arising through the date hereof, unless caused solely by willful misconduct or gross negligence.

Section 8. Miscellaneous.

(a) Notices. Unless otherwise provided, any notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing as set forth in the Note.

(b) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK, SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREIN, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPLICABLE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SAID COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION SHALL BE HEARD AND DETERMINED IN SAID COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.

(c) Waiver of Jury Trial. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES WARRANT AND REPRESENT THAT THEY EACH HAVE HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES ITS JURY TRIAL RIGHTS.

(d) Benefits Exclusive. Except as herein otherwise expressly provided, nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Grantor and the Secured Party, any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the Grantor and the Secured Party.

(e) Modification. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

(f) Signatories. Each individual signatory hereto represents and warrants that he/she/it is duly authorized to execute this Agreement on behalf of his/her/its principal and that he/she/it executes the Agreement in such capacity and not as a party.

(g) Successors and Assigns. This Agreement shall be binding upon the Grantor and its successors and assigns, and all persons claiming under or through the Grantor or any such successors or assigns, and shall inure to the benefit of and be enforceable by the Secured Party and its successors, representatives, trustees, administrators, executors, heirs and assigns.

(h) Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof (a) have been negotiated between the Grantor and the Secured Party; (b) shall not be construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof.

(i) Severability. Should any clause, sentence, paragraph, subsection or Section of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties hereto agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken here from by the parties hereto, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

(j) Titles and Headings. The titles and headings of the Sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

(k) Counterparts; Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile or electronic (including PDF) signature and delivered by facsimile or electronic (including PDF) transmission.

[Signature Page Follows]

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

[Security Agreement Signature Page]

[Security Agreement Signature Page]

Exhibit 10.3

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) is dated as of September 24, 2025, by and among (together with their respective representatives, successors, and assigns, “Secured Party”), DOGEHASH TECHNOLOGIES, INC., a Nevada corporation (together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned subsidiaries and their respective successors and assigns, collectively, the “Debtor”) and THUMZUP MEDIA CORPORATION, a Nevada corporation (together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned subsidiaries and their respective successors and assigns, as lender under the certain Senior Secured Promissory Note dated September __, 2025 (herein defined) (“ThumzUp”).

R E C I T A L S

WHEREAS, the Debtor is obligated to Secured Party under the provisions of that Secured Promissory Note made as of June 24, 2025 among the Debtor and Secured Party (the “Secured Party Note”), a copy of which is attached hereto as Exhibit A;

WHEREAS, the Debtor and Secured Party entered into a First Amendment to the Subordinated Note as of July 18, 2025, a copy of such First Amendment being attached hereto as Exhibit B (the “First Amendment to the Secured Party Note”), such Secured Party Note, as amended by the First Amendment to the Secured Party Note being hereinafter collectively referred to as the “June 2025 Secured Promissory Note”;

WHEREAS, pursuant to a Senior Secured Promissory Note made as of the date hereof, the Debtor has issued to ThumzUp a Senior Secured Promissory Note, in the aggregate principal amount of $2,500,000 (hereinafter, the “September 2025 Senior Secured Promissory Note”), which September 2025 Senior Secured Promissory Note will directly benefit the Secured Party;

WHEREAS, the September 2025 Senior Secured Promissory Note, together with the various other documents, instruments and agreements executed in connection therewith, including this Agreement, the Security Agreement and the Waiver Agreement (herein defined) as they may from time to time be extended, amended, modified, including without limitation modifications increasing or decreasing the amount of any financial accommodation or facility now or hereafter provided thereunder, supplemented, refinanced, renewed, substituted, replaced and/or redated made from time to time being hereinafter collectively referred to as the “September 2025 Note Transaction Documents”;

WHEREAS, Debtor and ThumzUp are parties to a certain Agreement and Plan of Merger, dated as of August 18, 2025 (the “Merger Agreement”), which Merger Agreement contains certain covenants and representations of the Parties (the “Covenants”), including, without limitation, Section 7.01 thereof which provides, inter alia, that Debtor would not, without the prior written consent of ThumzUp, issue any debt securities or incur indebtedness for borrowed money (“Additional Debt”) that, when included with all other indebtedness for borrowed money of Debtor at any given time, exceeds $500,000 (7.01(l) thereof)(other than indebtedness that had been disclosed at the time of the Merger Agreement, to wit, the June 2025 Secured Promissory Note;

WHEREAS, as a condition to ThumzUp’s consent to the incurrence of the Additional Debt by the Debtor, that each of the Secured Party and Debtor execute and delivers this Agreement to and with ThumzUp, which provides that the security interest of the Secured Party (and any other lender that may have a security interest in the assets of the Debtor, if any) be subordinated to the senior security interest to be granted to ThumzUp with respect to the assets to be purchased with the proceeds of the loan being made pursuant to the September 2025 Senior Secured Promissory Note (the “New Assets”); and

NOW, THEREFORE, in order to induce ThumzUp to consent to the Debtor issuing the September 2025 Senior Secured Promissory Note and incurring the Additional Debt, and in consideration therefor, and in consideration of the mutual covenants set forth herein, the Secured Party and the Debtor hereby agree for the benefit of ThumzUp as follows:

A. Factual Statements Are True and Correct. The Debtor and the Secured Party hereby represent and warrant that all factual statements set forth in the various recitals and “WHEREAS” clauses of this Agreement are true and correct and are incorporated herein as if each one were herein set forth at length. The Debtor hereby represents and warrants that all the representations and warranties set forth in the documents executed in connection with the June 2025 Secured Promissory Note are true and correct and the covenants, in each case, have been fulfilled and are incorporated herein as if each one were herein set forth at length.

B. Definitions.

(1) The terms “Debtor”, “Secured Party”, “ThumzUp”, “June 2025 Secured Promissory Note”, “September 2025 Senior Secured Promissory Note”, “September 2025 Note Transaction Documents”, “Merger Agreement”, “Covenants” and “Additional Debt” shall have the meaning given those terms in the various “Whereas” clauses that precede the substantive terms of this Agreement.

(2) “Insolvency Event”: (a) The Debtor or any of its Subsidiaries commencing any case, proceeding or other action: (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of the Debtor, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; or (2) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Debtor or any of its Subsidiaries making a general assignment for the benefit of its creditors; or (b) there being commenced against the Debtor or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (a) above which: (1) results in the entry of an order for relief or any such adjudication or appointment; or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (c) there being commenced against the Debtor or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (d) the Debtor or any of its Subsidiaries taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or (e) the Debtor or any of its Subsidiaries generally not paying, or being unable to pay, or admitting in writing its inability to pay, its debts as they become due.

(3) “Junior Collateral” shall mean all collateral, security or guarantees granted or pledged at any time or from time to time to the Secured Party to secure payment of the June 2025 Secured Promissory Note.

(4) “Junior Loan Documents” means all documents, instruments and agreements executed in connection with the June 2025 Secured Promissory Note, as they may from time to time be extended, amended, modified, supplemented, refinanced, renewed, substituted, replaced and/or redated made from time to time with the consent of ThumzUp. To be free from doubt, there are no Junior Loan Documents extant other than the June 2025 Secured Promissory Note.

(5) “Senior Collateral” shall mean the collateral and security granted or pledged to ThumzUp on the New Assets to secure payment of the September 2025 Senior Secured Promissory Note.

(6) “Senior Debt” shall mean all of the Obligations (as that term is defined in the Security Agreement) and all other indebtedness, liabilities and obligations of the Debtor to ThumzUp, whether now existing or hereafter arising, including, without limitation, the September 2025 Senior Secured Promissory Note, and any and all other loans, advances, debts, liabilities, obligations, covenants and duties now or hereafter owing by the Debtor to ThumzUp.

(7) “Subordinated Debt” means the amount of June 2025 Secured Promissory Note (and the accrued unpaid interest thereon and any other sums due thereunder), plus all of the other indebtedness, liabilities and obligations of the Debtor to the Secured Party, whether now existing or hereafter arising, including, without limitation, any and all other loans, advances, debts, liabilities, obligations, covenants and duties now or hereafter owing by the Debtor to the Secured Party.

C. Payment and Lien Non-contestability and Subordination.

(1) The payment of any and all of the principal amount or interest on, and any fees, costs, expenses, or any other payment in respect of the Subordinated Debt is hereby expressly subordinated and made junior until 10 days after the indefeasible payment of the Senior Debt, including without limitation, all principal, all interest, all prepayment premiums, fees, costs, expenses and any other amounts due on the September 2025 Senior Secured Promissory Note.

(2) The Secured Party recognizes, acknowledges, and agrees not to contest that the UCC financing statements naming Debtor as “debtor” and ThumzUp as “secured party” with respect to the New Assets previously filed to secure payment of the September 2025 Senior Secured Promissory Note, and any other Lien of ThumzUp with respect to the New Assets shall be validly obtained and maintained and first and prior to any filing made now or hereafter by the Secured Party regardless of the order of recordation of any UCC financing statement or otherwise.

(3) The Secured Party hereby subordinates its security interest in the New Assets to the security interest of ThumzUp in the New Assets and the Secured Party agrees that its security interest, whenever granted and/or perfected in the New Assets, will be inferior, junior and secondary to the security interests held by ThumzUp in the New Assets.

(4) Upon the occurrence of an Event of Default, as defined in the September 2025 Senior Secured Promissory Note, then and in any such event no further payments may be made toward or in connection with any Subordinated Debt, including the June 2025 Secured Promissory Note (by distribution of any character, whether in cash, securities, obligations or other property) until either: (i) the conditions giving rise to the Event of Default have been cured or waived in writing by ThumzUp; or (ii) all of the Senior Debt is indefeasibly paid in full in accordance with the terms hereof and the September 2025 Senior Secured Promissory Note.

(5) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities, or other property) or any security shall be received by the Secured Party in contravention of the terms of paragraph 3 of Section C of this Agreement above or this Agreement generally, such payment, distribution or security shall not be commingled with any asset of the Secured Party, shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to ThumzUp, or its representative, for application to the payment of any portion of the Senior Debt, including September 2025 Senior Secured Promissory Note, remaining unpaid, until all of the Senior Debt, including September 2025 Senior Secured Promissory Note, shall have been paid in full.

D. Restrictions on the Secured Party and Acknowledgements by the Secured Party. Prior to the indefeasible payment in full of the Senior Debt, including September 2025 Senior Secured Promissory Note, in accordance with the terms hereof and the September 2025 Senior Secured Promissory Note, and notwithstanding anything contained in any of the Junior Loan Documents to the contrary, the Secured Party shall not, without the prior written consent of ThumzUp, do any of the following and the Secured Party hereby acknowledges, consents to, and waives, as applicable, any of the following actions taken by ThumzUp:

(1) amend, modify or supplement or agree to any amendment, modification or supplement of, or to, the Subordinated Debt or any of the Junior Loan Documents in any manner that affects the New Assets;

(2) sell, assign, or otherwise transfer, in whole or in part, the Subordinated Debt or any interest therein to any other Person (a “Transferee”) or create, incur or suffer to exist any security interest, lien, charge or other encumbrance whatsoever upon the Subordinated Debt in favor of any Transferee unless; (a) such action is made expressly subject to this Agreement; and (b) the Transferee expressly acknowledges to ThumzUp, by a writing in form and substance satisfactory to ThumzUp, the subordination provided for herein and agrees to be bound by all of the terms hereof;

(3) commence, join or participate with any creditors other than ThumzUp in commencing any case or proceeding referred to in the definition of Insolvency Event;

(4) accelerate the maturity of all or any portion of the Subordinated Debt or seek to prepay all or any portion of the Subordinated Note, or take any action towards collection of all or any portion of the Subordinated Debt or enforcement of any rights, powers or remedies under the Junior Loan Documents or other agreements entered into pursuant thereto upon the occurrence of any event of default under and as defined in any of the Junior Loan Documents or any event, which with the passage of time, or giving of notice, or both would constitute such a default, or for any other reason whatsoever;

(5) Take any action towards seizure, foreclosure, or collection of all or any portion of the Junior Collateral or enforcement of any rights, powers or remedies under the Junior Loan Documents or other agreements entered into pursuant thereto, or under applicable law, against the Junior Collateral or against the Debtor;

(6) Will not: (a) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or otherwise take or permit any action prejudicial to or inconsistent with ThumzUp’s priority position over the Secured Party that is created by this Agreement; or (b) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure; or (c) contest, protest or object to any Senior Transaction Document or any other exercise by ThumzUp of any rights and remedies under any Senior Transaction Documents, including, without limitation, prior to or in any foreclosure proceeding, post petition financing, use of cash collateral or action brought by ThumzUp and acknowledges that ThumzUp shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and the Senior Transaction Documents and ThumzUp shall not be required to marshal any Collateral;

(7) By way of illustration but not limitation, in the event of an Insolvency Proceeding in the Secured Party.

(a) Full Payment of all Senior Debt shall occur before any distribution shall be made to the Secured Party from or on account of any Collateral or any Credit Party in respect of any Subordinated Debt.

(b) Any distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be delivered to Agent to be applied to the Senior Debt. The Secured Party irrevocably authorizes, empowers, and directs any debtor, debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other person having authority, to pay or otherwise deliver all such Distributions to Agent as set forth above. The Secured Party also irrevocably authorizes and empowers Agent, in the name of the Secured Party, to demand, sue for, collect and receive any and all such Distributions.

(c) The Secured Party agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Senior Debt or any liens or security interests securing any portion of the Senior Debt.

(d) The Secured Party agrees that ThumzUp may consent to the use of cash collateral of, or provide debtor-in-possession financing to, any Credit Party on such terms and conditions and in such amounts as ThumzUp, in its sole discretion, may decide and, in connection therewith, any Credit Party may grant to ThumzUp liens and security interests upon the Collateral, which liens and security interests (i) shall secure payment of all Senior Debt owing to ThumzUp (whether such Senior Debts arose prior to the commencement of such Insolvency Proceeding or at any time thereafter) and all other financing provided by ThumzUp during such Insolvency Proceeding and (ii) shall be superior in priority to all liens in favor of the Secured Party on the Collateral. The Secured Party agrees not to assert any right it may have to “adequate protection” of its interest in any Collateral in such Insolvency Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral. The Secured Party agrees that it will not provide, or offer to provide, any debtor-in-possession financing to any Credit Party without the prior written consent of Agent.

(e) The Secured Party agrees that the Secured Party will not object to or oppose, and will consent to, a sale or other disposition of any Collateral of any Credit Party securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of the Secured Party under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if ThumzUp has consented to such sale or disposition.

(f) The Secured Party agrees not to vote for any plan of reorganization that does not provide for the prior payment in full of the Senior Debt or otherwise vote its claims or interests in any Insolvency Proceeding with respect to any Credit Party (including voting for, or supporting, confirmation of any plans of reorganization) in a manner that would be inconsistent with the Secured Party’s covenants and agreements contained herein.

(g)The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of ThumzUp and the Secured Party even if all or part of the Senior Debt or the liens or security interests securing the Senior Debts are subordinated, set aside, avoided, invalidated, or disallowed in connection with any such Insolvency Proceeding. This Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder

(h) The parties acknowledge and agree that (i) the claims and interests of ThumzUp under the Senior Documents are substantially different from the claims and interests of the Secured Party under the Subordinated Documents and (ii) such claims and interests should be treated as separate classes for purposes of Section 1122 of the Bankruptcy Code.

(8) In exercising rights and remedies with respect to the Collateral, ThumzUp may enforce any of the provisions of the Senior Transaction Documents, all in such order and in such manner as it may determine in the exercise of its sole commercially reasonable business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction;

(9) Any money, property or securities realized upon the sale, disposition or other realization by ThumzUp upon all or any part of the Collateral, shall be applied by ThumzUp in the following order:

(a) First, to the payment in full of all reasonable and documented costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by ThumzUp in connection with such realization on the Collateral or the protection of their rights and interests therein;

(b) Second, to the payment in full of all Senior Debt in such order as ThumzUp may elect in its sole discretion;

(c) Third, to the payment in full of all Subordinated Debt in such order as the Secured Party may elect in its sole discretion which are secured by such Collateral, which shall be paid to the Secured Party; and

(d) Fourth, to pay to the Debtor, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining.

(10) Consents that, without the necessity of any reservation of rights against the Secured Party, and without notice to or further assent by the Secured Party:

(a) any demand for payment of any Senior Debt made by ThumzUp may be rescinded in whole or in part by ThumzUp, and any Senior Debt may be continued, and the Senior Debt, or the liability of the Debtor or any guarantor or any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, or any obligation or liability of the Debtor or any other party under the Senior Loan Agreement or any other agreement, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by ThumzUp; and

(b) the Senior Loan Agreements, the Senior Notes and any other Senior Transaction Document may be amended, modified, supplemented or terminated, in whole or in part, as ThumzUp may deem advisable from time to time, and any collateral security at any time held by ThumzUp for the payment of any of the Senior Debt may be sold, exchanged, waived, surrendered or released, in each case all without notice to or further assent by the Secured Party, which will remain bound under this Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for herein.

(11) (a) Waives any and all notice of, as applicable, the creation, renewal, extension or accrual of any of the Senior Debt and notice of or proof of reliance by ThumzUp upon this Agreement; (b) acknowledges that ThumzUp’s decision not to accelerate the Senior Debt under the Senior Transaction Documents shall be deemed conclusively to have been made in reliance upon this Agreement, and all current dealings between the Debtor and ThumzUp shall be deemed to have been consummated in reliance upon this Agreement; (c) acknowledges and agrees that ThumzUp has relied upon the subordination provided for herein in continuing the Senior Debt and continuing to make funds available to the Debtor thereunder; and (d) waives notice of or proof of protest, demand for payment and notice of default.

(12) Acknowledges that all rights and interests of ThumzUp hereunder, and all agreements and obligations of the Secured Party and the Debtor hereunder, shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Senior Transaction Documents or any other Senior Transaction Documents;

(b) any change in the time, in the time, manner or place of payment of, or in any other term of, all or any of the Senior Debt, or any amendment or waiver or other modification, whether by course of conduct or otherwise, of the terms of the Senior Loan Agreements or any other Senior Transaction Documents;

(c) any exchange, release or non-perfection of any security interest in any Collateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Debt or any guarantee thereof; or

(d) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Debtor in respect of the Senior Debt, or of either the Secured Party or the Debtor in respect of this Agreement.

E. Miscellaneous.

(1) Subrogation. The Secured Party agrees that it shall not seek to assert or attempt to enforce any right of subrogation it may acquire until indefeasible payment in full of the Senior Debt has occurred in accordance with the terms hereof and the applicable Senior Transaction Documents.

(2) No Waiver; Cumulative Remedies. No failure on the part of ThumzUp to exercise, and no delay in exercising, any right, remedy, power, or privilege hereunder or under any Senior Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges that may otherwise be available to ThumzUp.

(3) Financial Condition of the Debtor. The Secured Party shall not have any right to require ThumzUp to obtain or disclose any information with respect to: (i) the financial condition or character of Debtor or the ability of Debtor to pay and perform any or all of the Senior Debt; (ii) the Collateral or other security for any or all of the Senior Debt; (iii) the existence or nonexistence of any guarantees of, or any other subordination agreements with respect to, all or any part of the Senior Debt; (iii) any action or inaction on the part of ThumzUp; or (iv) any other matter, fact, or occurrence whatsoever.

(4) Release of Liens. If, and as applicable, the Secured Party hereby releases any and all Liens it has obtained upon the Collateral, and, if the Secured Party shall obtain a Lien upon the Collateral, and Debtor (with the consent of ThumzUp) or ThumzUp, intends to sell or otherwise dispose of any Collateral, the Secured Party shall, upon ThumzUp’s request, execute and deliver such instruments as may reasonably be necessary to terminate and release any Lien the Secured Party has in the Collateral to be sold or otherwise disposed of. If the Secured Party fails to execute and deliver such instruments as may be reasonably necessary to terminate and release any Lien the Secured Party has in the Collateral to be sold or otherwise disposed of within ten (10) days after request from Lender, the Secured Party shall be deemed to have released any Lien it may have in such Collateral and to have authorized ThumzUp or its agents to file releases with respect to such Collateral.

(5) Conflicts. In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant of the Subordinated Debt, or any document executed in connection therewith or the indebtedness evidenced thereby, the provisions of this Agreement shall control and govern.

(6) Amendments Only in Writing. This Agreement may not be amended or modified orally but may be amended or modified only in writing, signed by all parties hereto.

(7) Waivers Only in Writing. No waiver of any term or provision of this Agreement shall be effective unless it is in writing, making specific reference to this Agreement and signed by the party against whom such waiver is sought to be enforced.

(8) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

(9) Successors and Assigns. This Agreement shall be binding upon Debtor and the Secured Party and their respective permitted successors, assignees, heirs and legal representatives, and shall inure to the benefit of ThumzUp and its successors and assigns. The Secured Party shall not assign the Subordinate Debt to any Person without ThumzUp’s written consent.

(10) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without regard to conflict of laws principles.

(11) Notice. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via receipted confirmed email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day; (b) the next Business Day after the date of transmission, if such notice or communication is delivered via receipt confirmed email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business Day’ (c) the second (2^nd) business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, receipt acknowledged; or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto

(12) Termination. This Agreement shall terminate only upon the indefeasible payment in full of the Senior Debt or the conversion in full of the Senior Debt in accordance with the terms of the Senior Notes in accordance with the terms hereof and the terms of the Senior Transaction Documents and termination of the Senior Transaction Documents.

(13) Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in PDF format shall be as effective as delivery of a manually executed counterpart of this Agreement.

(14) Submission to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other document referenced herein whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York, State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Senior Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(15) Waiver of Jury Trial. THE DEBTOR, THE SECURED PARTY AND THUMZUP MUTUALLY AGREE THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY THE DEBTOR, THE SECURED PARTY OR THUMZUP, ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN OR TRANSACTION DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. DEBTOR, THE SECURED PARTY AND THUMZUP EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, EACH OF THE DEBTOR AND THE SECURED PARTY WAIVES ANY RIGHT EITHER SUCH PARTY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE DEBTOR AND THE SECURED PARTY EACH ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THUMZUP WOULD NOT HAVE CONTINUED TO EXTEND CREDIT TO DEBTOR IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT.

(16) Transaction Document. Each of the Debtor and the Secured Party acknowledges and agrees that each of this Agreement and Forbearance Agreement shall be deemed to be a Transaction Document, as defined in the Securities Purchase Agreements.

(17) Fees and Expenses. Except as expressly set forth below and in the Senior Transaction Documents to the contrary, each party shall pay the reasonable, documented fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and thereafter as it relates to the performance of this Agreement. The Debtor hereby agrees to pay all direct and indirect costs and expenses of ThumzUp related to the negotiation, due diligence, preparation, closing, and subsequent monitoring of all other items regarding or related to this Agreement and the other senior Transaction Documents and all of the transactions contemplated herein and/or therein, including, but not limited to, the legal fees and expenses of ThumzUp’s legal counsel (collectively, the “ThumzUp’s Expenses”), all of which will be paid upon the execution and delivery of this Agreement or immediately hereafter if incurred post-closing.

(18) Representations and Warranties of the Secured Party. The Secured Party represents and warrants to ThumzUp that:

(a) The Secured Party has the power and authority and the legal right to execute and deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement;

(b) this Agreement constitutes a legal, valid and binding obligation of the Secured Party; and

(c) the execution, delivery and performance of this Agreement will not violate any provision of any requirement of law or contractual obligation of the Secured Party and will not result in the creation or imposition of any lien on any of the properties or revenues of the Secured Party pursuant to any requirement of law affecting or any contractual obligation of the Secured Party, except the interest of ThumzUp under this Agreement.

{Signature Page to Follow]

IN WITNESS WHEREOF, this Subordination Agreement has been executed as of the date first above written.

THUMZUP:

THUMZUP MEDIA CORPORATION

Address for notice purposes:

Email:

SECURED PARTY:

Address for notice purposes:

Email:

DEBTOR:

DOGEHASH TECHNOLOGIES, INC. On its Behalf and on Behalf of all of its Current and Future Subsidiaries (collectively, the Credit Parties)

Address for notice purposes:

Email:

EXHIBIT A

Promissory Note

Exhibit 99.1

Thumzup Announces $2.5 Million Capital Infusion into DogeHash Technologies to Expand its Dogecoin Mining Capacity

Los Angeles, CA – September 30, 2025 - Thumzup Media Corporation (“Thumzup” or the “Company”) (Nasdaq: TZUP), a digital asset accumulator and advertising industry disruptor, announced today that it has provided DogeHash Technologies Inc. (“DogeHash”) with a $2.5 million loan. The funds are expected to expand DogeHash’s Dogecoin mining capacity and accelerate deployment of its next-generation ASIC miners.

The financing, which comes ahead of Thumzup’s pending acquisition of DogeHash, is anticipated to support the acceleration of the growth of the fleet of miners with more than 500 new ASIC miners, which could bring the total rigs in operation to more than 4,000 later this year. Company executives said the move underscores Thumzup’s broader strategic push into the cryptocurrency ecosystem and strengthens its position as a fast-scaling Dogecoin mining venture.

“We are enthusiastic about all the recent developments in the Dogecoin ecosystem and are looking forward to working with DogeHash to build a premier Doge mining company together,” said Robert Steele, chief executive officer of Thumzup.

“We appreciate Thumzup providing this capital prior to the conclusion of the acquisition,” commented Parker Scott, Chief Executive Officer of DogeHash Technologies. “This helps us accelerate our deployment of cutting-edge Doge mining hardware. These funds are anticipated to add more than 500 ASIC miners to our fleet, expanding our efficiency and scale during a pivotal period for the Dogecoin market.”

The capital infusion follows several strategic initiatives by Thumzup in recent months, including DOGE treasury purchases, the launch of its Crypto Advisory Board and the pending acquisition of DogeHash Technologies. Together, these moves reinforce Thumzup’s vision of becoming a transformative leader in cryptocurrency mining and digital asset strategy.

About Thumzup®

Thumzup Media Corporation is pioneering a new era of digital marketing and financial innovation. In parallel with the growth of its AdTech platform, Thumzup’s Board of Directors has authorized the Company to strategically expand its treasury strategy beyond Bitcoin to include leading cryptocurrencies, such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin, reinforcing the Company’s commitment to financial agility and innovation.

About Dogehash Technologies

DogeHash Technologies is a leading industrial scale Dogecoin-focused digital asset mining company. The company operates a growing fleet of thousands of industrial-grade Scrypt miners across best-in-class North American colocation sites. The company intends to develop a strategic treasury reserve to capture long-term value from mined assets, while leveraging exclusive access to next-generation Scrypt hardware to deliver efficient and scalable mining. With a mission to build a top-tier publicly traded, pure-play Dogecoin mining platform, DogeHash is uniquely positioned to lead in sustainable growth and innovation across the digital asset ecosystem.

Legal Disclaimer

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, our expectation that we will successfully consummate the acquisition with DogeHash, adverse changes in the crypto market including federal legislation and adverse regulations, our strategic direction and growth prospects, and our business, financial position and our potential growth and planned expansion. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report on Form 10-K and other filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s website at: http://www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Additional Information About the Acquisition and Where To Find It

Thumzup intends to file with the SEC a proxy statement in connection with the proposed acquisition of DogeHash and will mail a definitive proxy statement and other relevant documents to Thumzup’s stockholders. The closing of the acquisition is conditioned upon the Company obtaining the required stockholder approvals, Nasdaq approval, receipt of a fairness opinion by the Company and customary closing conditions.

Thunzup’s stockholders and other interested persons are advised to read, when available, the proxy statement, and amendments thereto, and the other relevant documents filed with the SEC in connection with Thumzup’s solicitation of proxies for its stockholders’ special meeting to be held to approve the transactions because the proxy statement will contain important information about Thumzup, DogeHash and the transactions contemplated thereby. The definitive proxy statement will be mailed to stockholders of Thumzup as of a record date to be established for voting on the transactions. Investors may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by Thumzup with the SEC at the SEC’s website at www.sec.gov. Stockholders of Thumzup will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Thumzup Media Corporation, 10557-B Jefferson Blvd., Culver City, CA, Attention: Investor Relations.

Participants in the Solicitation Legend

Thumzup, DogeHash, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Thumzup and DogeHash in connection with the proposed transaction. Information about the directors and executive officers of Thumzup is set forth in its Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 30, 2025. Additional information regarding the participants in the proxy solicitation, including TZUP and DogeHash directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant materials filed with the SEC regarding the acquisition when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to Thumzup as described above under “Additional Information About the Acquisition and Where to Find It.”

Company Contact

Thumzup Investor Relations

[email protected]

800-403-6150

Media Contact

Jessica Starman

[email protected]