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Form 8-K

sec.gov

8-K — Katapult Holdings, Inc.

Accession: 0000950103-26-005778

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001785424

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — dp245242_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (dp245242_ex1001.htm)

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2026-04-15

2026-04-15

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2026-04-15

2026-04-15

0001785424

KPLT:RedeemableWarrantsMember

2026-04-15

2026-04-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 15, 2026

KATAPULT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39116

84-2704291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5360 Legacy Drive, Building 2

Plano, TX

75024

(Address of principal executive offices)

(Zip Code)

(833) 528-2785

(Registrant’s telephone number, including area code:)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common Stock, par value $0.0001 per share

KPLT

The Nasdaq Stock Market LLC

Redeemable Warrants

KPLTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On April 15, 2026, Katapult Holdings, Inc. (the “Company”)

entered into the Limited Waiver (the “Tenth Limited Waiver”) to our Amended and Restated Loan and Security Agreement, dated

as of June 12, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, including pursuant

to that certain Limited Waiver dated September 15, 2025 (the “First Limited Waiver”), that certain Limited Waiver dated September

29, 2025 (the “Second Limited Waiver”), that certain Limited Waiver dated October 13, 2025 (the “Third Limited Waiver”),

that certain Limited Waiver dated October 20, 2025 (the “Fourth Limited Waiver”), that certain Limited Waiver dated October

27, 2025 (the “Fifth Limited Waiver”), that certain Limited Waiver dated October 29, 2025 (the “Sixth Limited Waiver”),

that certain Limited Waiver and First Amendment to Amended and Restated Loan and Security Agreement dated November 2, 2025 (the “First

Amendment”), that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement dated December

11, 2025 (the “Second Amendment”), that certain Limited Waiver dated January 15, 2026 (the “Seventh Limited Waiver”),

that certain Limited Waiver dated February 13, 2026 (the “Eighth Limited Waiver”), that certain Limited Waiver dated March

9, 2026 (the “Ninth Limited Waiver”) and the Tenth Limited Waiver, the “Loan Agreement”), by and among Katapult

SPV-1 LLC, Katapult Group, Inc., the Company (each a “Credit Party” and, together, the “Credit Parties”), Midtown

Madison Management LLC, as administrative, payment and collateral agent and lender, and the lenders party thereto (the “Lenders”)

in response to (i) the Credit Parties’ failure to maintain Minimum Trailing Three-Month Net Originations as of the last business

day of the calendar month ended March 31, 2026 as required by the Loan Agreement and (ii) the percentage of leases included in the collateral

that have been charged-off exceeding certain thresholds. The Tenth Limited Waiver, among other things, permanently waives the Existing

Default (as defined in the Tenth Limited Waiver) and any reduction to the Advance Rate resulting from the Existing Advance Rate Trigger

Events (as defined in the Tenth Limited Waiver).

This description of the Tenth

Limited Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Tenth

Limited Waiver, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit

10.1

Limited Waiver, dated as of April 15, 2026, by and among Katapult SPV-1 LLC, Katapult Group, Inc, Katapult Holdings, Inc., Midtown Madison Management LLC and the lenders party thereto.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

April 16, 2026

/s/ Orlando Zayas

Name: Orlando Zayas

Title: Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp245242_ex1001.htm · Sequence: 2

Exhibit 10.1

LIMITED WAIVER

This

LIMITED WAIVER (this “Agreement”) is entered into this 15th

day of April, 2026, by and among KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), KATAPULT GROUP,

INC, a Delaware corporation (“Holdings”), KATAPULT HOLDINGS, INC., a Delaware corporation (“Parent Entity”

and Borrower, Holdings and Parent Entity together, collectively, the “Credit Parties”), each of the lenders party

to the Loan Agreement (defined below) (individually, each a “Lender” and collectively, the “Lenders”)

and 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, “Agent”).

Recitals

A.     Borrower,

Holdings, Parent Entity, Lenders and Agent entered into that certain Amended and Restated Loan and Security Agreement, dated as of June

12, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, including pursuant to that

certain Limited Waiver dated September 15, 2025, that certain Limited Waiver dated September 29, 2025, that certain Limited Waiver dated

October 13, 2025, that certain Limited Waiver dated October 20, 2025, that certain Limited Waiver dated October 27, 2025, that certain

Limited Waiver dated October 29, 2025, that certain Limited Waiver and First Amendment to Amended and Restated Loan and Security Agreement

dated November 2, 2025, that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement dated December

11, 2025, that certain Limited Waiver dated January 15, 2026, that certain Limited Waiver dated February 13, 2026 and that certain Limited

Waiver dated March 9, 2026, the “Loan Agreement”);

B.     One

or more Defaults or Events of Default under (and as defined in) the Loan Agreement exist and are continuing under the Loan Agreement,

and one or more Advance Rate Trigger Events (as defined in the Loan Agreement) have occurred, in each case as described further in Section

2 below and, as a consequence, Agent and Lenders are entitled to the rights and remedies as a result thereof under the Loan

Agreement and other Loan Documents;

C.     Borrower

has requested that Agent and Lenders permanently waive such Defaults and/or Events of Default and such Advance Rate Trigger Events (including

any reduction to the Advance Rate resulting therefrom); and

D.     Agent

and Lenders are willing to do so upon and subject to the terms and conditions of this Agreement and the compliance of the Credit Parties

and their Affiliates with the conditions set forth herein and the other provisions of this Agreement.

Now,

Therefore, in consideration of the foregoing recitals and other good and valuable consideration,

the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Agreement

1.     Definitions.  Capitalized

terms used but not defined in this Agreement shall have the meanings given to them in the Loan Agreement.

2.     Existing

Default and Advance Rate Trigger Events.  (a) The Credit Parties have failed to

maintain the Minimum Trailing Three-Month Net Originations required by the Loan Agreement and the other Loan Documents as of the last

Business Day of the calendar month ended March 31, 2026, resulting

in the

occurrence of a Default and/or Event of Default under the Loan Agreement (and the other Loan Documents) (the “Existing

Default”).  (b) One or more Advance Rate Trigger Events have occurred solely as a result of the Charge-off

Percentage Ratio for certain Vintage Pools exceeding the applicable Advance Rate Trigger Charge-off Percentage Ratio for the

measurement periods reflected in the Monthly Servicing Reports for the months of December 2025, January 2026 and February 2026, respectively (each such Advance Rate Trigger Event, an “Existing Advance Rate Trigger Event” and,

collectively, the “Existing Advance Rate Trigger Events”).  For the avoidance of doubt, the Existing

Advance Rate Trigger Events are limited solely to the Advance Rate Trigger Events for the specific Vintage Pools and measurement

periods described herein, and do not include (i) any Advance Rate Trigger Events relating to other Vintage Pools, (ii) any Advance

Rate Trigger Events relating to such Vintage Pools for any measurement periods other than those reflected in the Monthly Servicing

Reports for the months of December 2025, January 2026 and February 2026 and March 2026, or (iii) any other Advance Rate Trigger

Events.

3.     Limited

Waiver.

3.1     The

Agent and the Lenders party hereto (constituting Requisite Lenders) hereby permanently waive (i) the Existing Default, and (ii) any reduction

to the Advance Rate resulting from the Existing Advance Rate Trigger Events (the “Limited Waiver”). The Limited Waiver

shall be effective on and at all times after the Limited Waiver Effective Date.

3.2     Agent

and Lenders have not waived, and are not by this Agreement waiving, any other Default, Event of Default or Advance Rate Trigger Event

that may occur from events or circumstances arising after the effectiveness of this Agreement, and Agent and Lenders have not agreed

to waive any of their respective rights or remedies concerning any Default, Event of Default or Advance Rate Trigger Event (other than

the Existing Default and the Existing Advance Rate Trigger Events). Without limiting the foregoing, as of the date hereof, Agent does

not have actual knowledge of the continuation of any Event of Default or Advance Rate Trigger Event other than the Existing Default and

the Existing Advance Rate Trigger Events. Each of the Agent and each Lender party hereto reserves all of its respective rights and remedies

set forth in, and subject to the terms of, the Loan Agreement, the other Loan Documents and applicable Law.

4.     No

Other Waiver, Ratification, Further Assurances.

4.1     Except

as specifically set forth in Section 3 hereof, nothing contained in this Agreement, or any other communication among Agent, Lenders,

Borrower or any other Credit Party on or prior to the date hereof in connection with this Agreement shall be construed as a standstill

or waiver by Agent or Lenders of any covenant or provision of the Loan Agreement, the other Loan Documents, this Agreement or any other

contract or instrument among any Credit Party, Agent and/or Lenders, or of any similar future transaction and the failure of Agent and/or

Lenders at any time or times hereafter to require strict performance by any Credit Party of any provision thereof shall not waive, affect

or diminish any right of Agent and/or Lenders to thereafter demand strict compliance therewith.  Except as expressly set forth

herein, nothing contained in this Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or

otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection

with the Loan Agreement or any other Loan Documents, (ii) amend or alter any provision of the Loan Agreement or any other Loan Documents

or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any

Credit Party under the Loan Agreement or any other Loan Documents or any right, privilege or remedy of Agent or any Lender under the

Loan Agreement, any other Loan Documents or any other contract or instrument.

4.2     Each

of the Credit Parties ratifies and confirms that all of its respective obligations under the Loan Documents are in full force and effect

and are performable in accordance with their

-2-

respective terms without setoff, defense, counter-claim or claims in recoupment.  This

Agreement shall be construed in connection with and as part of the Loan Agreement and all terms, conditions, representations, warranties,

covenants and agreements set forth in the Loan Agreement and each other Loan Document are hereby ratified and confirmed and shall remain

in full force and effect (giving effect to the waiver granted hereunder).

4.3     The

Credit Parties and Agent agree that at any time and from time to time, upon the written request of the other, it will execute and deliver

such further documents and do such further acts and things as the other may reasonably request in order to effect the purposes of this

Agreement and the Loan Documents.

5.    [Reserved].

6.    Conditions

Precedent to Effectiveness of this Agreement.  The effectiveness of this Agreement

is conditioned upon the satisfaction of the following conditions precedent (the date on which the conditions have been satisfied or waived

in writing by Agent being the “Limited Waiver Effective Date”).

6.1      Agent

shall have received this Agreement, duly executed by each Credit Party, the Lenders and Agent.

6.2     The

representations and warranties contained or incorporated herein shall be true and correct in all material respects (except to the extent

already qualified by materiality, in which case it shall be true and correct in all respects).

6.3     Agent

and each Lender party hereto, by delivering its signature page to this Agreement, shall be deemed to have accepted or been satisfied

with (or waived) each condition set forth in this Section 6. The parties hereto hereby agree that notwithstanding any other provision

hereof, the Limited Waiver Effective Date is April 15, 2026.

7.    Representations

and Warranties.  To induce Agent and Lenders to enter into this Agreement, each

Credit Party hereby represents and warrants to Agent and Lender as follows:

7.1     The

execution, delivery and performance of this Agreement by each Credit Party has been duly authorized by all requisite action of such parties;

7.2     Immediately

after giving effect to this Agreement (a) except with respect to the Existing Default and the Existing Advance Rate Trigger Events,

the representations and warranties contained in the Loan Agreement are true, accurate and complete in all material respects as of the

date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct

in all material respects as of such date), (b) except with respect to the Existing Default and the Existing Advance Rate Trigger Events,

no Regulatory Trigger Event, Default Trigger Event, First Payment Default Trigger Event, Advance Rate Trigger Event, Default or Event

of Default has occurred and is continuing, (c) each Credit Party is in good standing under the laws of its jurisdiction of organization,

and (d) since December 11, 2025, no amendment, modification or other change has been made to (i) the articles of organization (or other

applicable charter document), or (ii) the limited liability company agreement (or any other equivalent governing agreement or document)

of any Credit Party except those approved by Agent;

7.3     Each

Credit Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement,

the Loan Agreement and the other Loan

-3-

Documents;

7.4     The

execution and delivery by the Credit Parties of this Agreement and the performance by the Credit Parties of their respective obligations

under the Loan Agreement and the other Loan Documents do not require any order, consent, approval, license, authorization or validation

of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,

binding on any Credit Party, except as already have been obtained or made;

7.5     This

Agreement has been duly executed and delivered by each Credit Party and is the binding obligation of each Credit Party, enforceable against

each Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization

or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity

(whether in a proceeding at law or in equity); and

7.6     Each

Credit Party has reviewed this Agreement and acknowledges and agrees that it (a) understands fully the terms of this Agreement and the

consequences of the issuance hereof, (b) has been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement

with, such attorneys and other Persons as it may wish, and (c) has entered into this Agreement of its own free will and accord and without

threat or duress.  This Agreement and all information furnished to Agent and Lenders is made and furnished in good faith, for

value and valuable consideration.  This Agreement has not been made or induced by any fraud, duress or undue influence exercised

by any Agent, any Lender or any other Person.

8.     Miscellaneous.

8.1     Integration.  This

Agreement and the Loan Agreement represent the entire agreement between the parties about this subject matter and supersede prior negotiations

or agreements.  All prior agreements, understandings, representations, warranties and negotiations between the parties about

the subject matter of this Agreement and the Loan Agreement merge into this Agreement and the Loan Agreement.

8.2     Severability.  If

any term or provision of this Agreement is adjudicated to be illegal, invalid or unenforceable under Applicable Law, such term or provision

shall be inapplicable to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability

of the remainder of this Agreement which shall be given effect so far as possible.

8.3     Successors

and Assigns. Subject to Section 12.2 of the Loan Agreement, this Agreement shall be binding upon and inure to the benefit

of the Credit Parties, Agent and Lenders and their respective successors and permitted assigns, except that the Credit Parties shall

not have the right to assign any rights hereunder or any interest herein without Agent’s and the Lender’s prior written consent.

8.4     WAIVER

OF JURY TRIAL. GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE LOAN AGREEMENT AND SHALL

BE SUBJECT TO ANY WAIVER OF JURY TRIAL AND NOTICE PROVISIONS SET FORTH IN THE LOAN AGREEMENT.

8.5     No

Oral Agreements.  Neither this Agreement nor any provision hereof may be changed, waived, discharged, modified or terminated

orally, but only by an instrument in writing signed by the parties required to be a party thereto pursuant to the Loan Agreement.

-4-

8.6     Counterparts.  This

Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one

and the same instrument.  Signature pages delivered by facsimile or other electronic means shall have the same effect as manually

executed signature pages. The words “execution,” “executed,” “signed,” “signature,” and

words of like import in this Agreement shall be deemed to include electronic signatures, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature.

9.     Release.  BORROWER,

HOLDINGS AND PARENT ENTITY, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY,

“RELEASORS”) HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES  AGENT AND EACH LENDER AND

THEIR RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF ITS CURRENT AND FORMER DIRECTORS,

OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, ATTORNEYS, AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS,

HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS,

DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,

SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING ON OR BEFORE THE DATE HEREOF

THAT ANY OF THE RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES (OR ANY OF THEM), IF ANY, IRRESPECTIVE OF WHETHER ANY

SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, ARISING  DIRECTLY OR INDIRECTLY FROM

THE LOAN AGREEMENT, THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR NEGOTIATION FOR AND EXECUTION

OF THIS AGREEMENT OR THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING

OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, IN EACH CASE EXCLUDING FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT

(THE “RELEASED CLAIMS”).  RELEASED CLAIMS SHALL NOT INCLUDE CLAIMS TO ENFORCE THIS AGREEMENT OR FOR BREACH

OF THIS AGREEMENT, IN EACH CASE  MADE AFTER THE DATE HEREOF.  EACH OF THE RELEASORS WAIVES THE BENEFITS OF ANY LAW,

WHICH MAY PROVIDE IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST

IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.”

EACH OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY

LATER TURN OUT TO BE DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR SUSPECTED MAY LATER BE DISCOVERED.  EACH

OF THE RELEASORS ACCEPTS THIS POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT AND NEW INFORMATION

BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE EFFECTIVE

AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE IN SUCH FACTS OR ANY NEW INFORMATION.  RELEASORS AGREE

THAT (I) THE COMMENCEMENT OF ANY LITIGATION OR LEGAL PROCEEDINGS BY ANY RELEASOR AGAINST ANY RELEASED PARTY WITH RESPECT TO ANY CLAIMS,

COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES RELEASED HEREBY, PURPORTED TO BE RELEASED

HEREBY

-5-

OR ARISING ON OR BEFORE THE DATE HEREOF, AND/OR (II) THE COMMENCEMENT OF ANY CLAIM, INITIATION OR COMMENCEMENT OF ANY CLAIM OR

PROCEEDING BY ANY RELEASOR WHICH ALLEGES THAT THE RELEASE HEREIN IS INVALID OR UNENFORCEABLE IN ANY RESPECT, SHALL, IN EACH CASE, CONSTITUTE

AN IMMEDIATE EVENT OF DEFAULT.

[Signature pages

follow.]

-6-

IN

WITNESS WHEREOF, this Agreement is being executed as of the date first written above.

BORROWER:

KATAPULT SPV-1 LLC

By:

/s/ Orlando Zayas

Name:

Orlando Zayas

Title:

Chief Executive Officer

HOLDINGS:

KATAPULT GROUP, INC.

By:

/s/ Orlando Zayas

Name:

Orlando Zayas

Title:

Chief Executive Officer

PARENT ENTITY:

KATAPULT HOLDINGS, INC.

By:

/s/ Orlando Zayas

Name:

Orlando Zayas

Title:

Chief Executive Officer

[Signature Page to Limited Waiver]

AGENT:

MIDTOWN MADISON MANAGEMENT LLC

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

[Signature Page to Limited Waiver]

CLASS A-1 LENDERS:

BLUE OWL ASSET Income Fund IV LP

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

BLUE OWL ASSET INCOME FUND (CAYMAN) IV LP

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

BLUE OWL ASSET INCOME FUND V LP

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

BLUE OWL ASSET INCOME FUND (CAYMAN) V LP

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

[Signature Page to Limited Waiver]

CLASS A-2 LENDERS:

BLUE OWL ASSET Income Fund V LP

By:

/s/ David Aidi

Name:

David Aidi

Title:

Authorized Signatory

[Signature Page to Limited Waiver]

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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