0001628280-22-006159 Sample Contracts

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec • Delaware

This Amended and Restated Employment Agreement (this “Agreement”), dated as of September 13, 2021, is made by and between Katapult Holdings, Inc., a Delaware corporation (“Parent”), Katapult Group, Inc., a wholly-owned subsidiary of Parent and a Delaware corporation (the “Company”), and Tahmineh Maloney (“Executive”).

EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Eighth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of September, 2020, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) KATAPULT GROUP, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”) and (d) each of the Lenders party hereto.

THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Thirteenth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of March, 2022, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) KATAPULT GROUP, INC., a Delaware corporation (“Holdings”), (c) KATAPULT HOLDINGS, INC., a Delaware corporation (“Parent Entity”), (d) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”) and (d) each of the Lenders party hereto.

INDEMNITY GUARANTY
Indemnity Guaranty • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec • New York

THIS INDEMNITY GUARANTY (this “Guaranty”) is executed as of May 14 2019, by COGNICAL, INC., a Delaware corporation (“Holdings”) and COGNICAL HOLDINGS, INC., a Delaware corporation (“Parent Entity” and, together with Holdings, the “Guarantors” and each, individually, a (“Guarantor”), for the benefit of MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company having an address at 780 Third Avenue, 27th Floor, New York, New York in its capacity as agent for itself as a Lender and the Lenders (as defined below) (in such capacity, the “Agent”).

PLEDGE AGREEMENT
Pledge Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec • New York

THIS PLEDGE AGREEMENT (this “Agreement”) dated as of May 14, 2019, is executed by COGNICAL, INC., a Delaware corporation (“Pledgor”), in favor of MIDTOWN MADISON MANAGEMENT, LLC, a Delaware limited liability company, as administrative, payment and collateral agent for itself, as a Lender and for the other Lenders (in such capacities, together with its successors and assigns “Agent”).

KATAPULT HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Katapult Holdings, Inc. (the “Company”) has granted you an RSU Award under the Company’s 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Restricted Stock Unit Agreement (the “Agreement”) and the Grant Notice constitute your “RSU Grant Package”. Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 3rd day of April, 2020 and effective as of March 31, 2020, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) KATAPULT GROUP, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”), (d) each of the Lenders party hereto.

CORPORATE GUARANTY AND SECURITY AGREEMENT
Corporate Guaranty and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This CORPORATE GUARANTY AND SECURITY AGREEMENT, dated as of December 4, 2020 (this “Guaranty”) is made by each of KATAPULT GROUP, INC., a Delaware corporation and KATAPULT HOLDINGS, INC., a Delaware corporation (collectively, “Guarantor”), in favor of MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, in its capacity as administrative, payment and collateral agent for itself and each of the other financial institutions from time to party to the hereinafter defined Loan Agreement as Lenders (“Lenders”) (in such capacities, “Agent”) for the benefit of itself and each Lender.

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 20th day of November, 2019, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) COGNICAL, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”), (d) each of the Lenders party hereto.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of November, 2019, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) COGNICAL, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”), (d) each of the Lenders party hereto.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 16th day of December, 2019, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) COGNICAL, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”), (d) each of the Lenders party hereto.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 15th, 2022 • Katapult Holdings, Inc. • Services-equipment rental & leasing, nec

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of June, 2019, by and among (a) KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), (b) COGNICAL, INC., a Delaware corporation (“Holdings”), (c) MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for each of the Lenders (in such capacities, “Agent”), (d) each of the Lenders party hereto.

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