Amendment No. 2 to Credit Agreement, dated as of April 30, 2025, between FlexShopper 2, LLC, as borrower and Powerscourt Investments 50, LP, as administrative agent and lender

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2025 between FLEXSHOPPER 2, LLC (the “Company”), Powerscourt Investments 50, LP, as administrative agent (in such capacity, the “Administrative Agent”) and as the lender (the “Lender”).

BACKGROUND

WHEREAS, the Company, the Administrative Agent, Computershare Trust Company, National Association, as paying agent (the “Paying Agent”) and various lenders from time to time party thereto are party to a certain Credit Agreement, dated March 27, 2024 and as amended by that certain Amendment No .1 to Credit Agreement, dated as of April 9, 2025, between the Company and the Administrative Agent (as amended, supplemented and otherwise modified as of the date hereof, the “Credit Agreement”);

WHEREAS, the parties to the Credit Agreement desire to amend the Credit Agreement pursuant to Section 9.4(a), Section 9.4(b)(i) and Section 9.4(c)(i) thereof;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

the amount by which (x) the sum of the products of the Applicable Advance Rate multiplied by the Amortized Order Value at such day for Eligible Leases and Eligible Retail Loans that have a term to acquire ownership or term, as applicable, that exceeds twelve (12) months exceeds (y) 60.0% of the aggregate Borrowing Base; and

“Scheduled Commitment Termination Date” means April 29, 2028 or such later date to be determined by the Administrative Agent and Company.

(1) such Lease requires weekly payments that fully amortize the amount owing thereunder over the original term and provided for the Obligor to acquire ownership of the related merchandise following such term; provided, that the original term of such Lease shall not exceed 18 months and (2) such Retail Loan requires weekly or bi-weekly payments that fully amortize the initial principal balance owing thereunder over the original term;

(a)          (1) as of each Determination Date, the Equity Book Value of Parent and its Subsidiaries shall not be less than the sum of (x) $25,000,000 and (y) the sum of 50% of any positive Net Income for Fiscal Year 2025 and each subsequent Fiscal Year.

(2) as of each Determination Date, the Equity Book Value of Parent and its Subsidiaries less intangible assets, less deferred tax assets shall not be less than the sum of (x) $8,000,000 and (y) the sum of 50% of any positive Net Income for Fiscal Year 2025 and each subsequent Fiscal Year. For purposes of calculating (a) (2), any impact relating to the exercise of the Preferred Stock Purchase Option Agreement, dated October 25, 2024, between Parent and B2 FIE V LLC, shall be excluded.

[SIGNATURES FOLLOW]

Flexshopper-Waterfall – Amendment No. 2 to

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

APPENDIX A

TO CREDIT AGREEMENT

Commitments

Schedule 1-A

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