Browse EX-10 agreements

KATAPULT HOLDINGS, INC.

2026 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Katapult Holdings, Inc., a Delaware corporation (the “Company”) has granted to you (the “Participant”) the number of restricted stock units (“RSUs”) specified and on the terms set forth below in consideration of your Services, each of which represents the right to receive one share of Stock (the “RSU Award’’). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2026 Equity Incentive Plan (as it may be amended from time to time, the “Plan”) and the Restricted Stock Unit Award Agreement (the “RSU Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the RSU Agreement shall have the meanings set forth in the Plan or the RSU Agreement.

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Execution Version

SECURITY AGREEMENT

among

KATAPULT HOLDINGS, INC.,

KATAPULT INTERMEDIATE HOLDINGS, LLC,

EACH OF THE OTHER GRANTORS PARTY HERETO,

and

BP COMMERCIAL FUNDING TRUST III, SERIES SPL-XIV,

as Administrative Agent

Dated as of August 11, 2026

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 11, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among KATAPULT HOLDINGS, INC., a Delaware corporation (“Holdings”), KATAPULT INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”, and each, a “Grantor”), and BP COMMERCIAL FUNDING TRUST III, SERIES SPL-XIV, a statutory series of BP COMMERCIAL FUNDING TRUST III, a Delaware statutory trust, for itself and for no other series of BP COMMERCIAL FUNDING TRUST III, as Administrative Agen

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JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND RELEASE AGREEMENT

This JOINDER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND RELEASE AGREEMENT (this “Agreement”) is entered into this 10th day of August, 2026, by and among KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), KATAPULT GROUP, INC., a Delaware corporation (“Holdings”), KATAPULT MIDCO, LLC, a Delaware limited liability company (“New Parent Entity”), KATAPULT HOLDINGS, INC., a Delaware corporation (“Outgoing Parent Entity”), (Borrower, Holdings, and New Parent Entity together, collectively, the “Credit Parties,” and together with Outgoing Parent Entity, collectively, the “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

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AMENDED AND RESTATED CORPORATE GUARANTY AND SECURITY AGREEMENT

This AMENDED AND RESTATED CORPORATE GUARANTY AND SECURITY AGREEMENT, dated as of August 10, 2026 (this “Guaranty”) is made by each of KATAPULT GROUP, INC., a Delaware corporation, and KATAPULT MIDCO LLC, a Delaware limited liability company (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 time party to the hereinafter defined Loan Agreement as Lenders (“Lenders”) (in such capacities, “Agent”) for the benefit of itself and each Lender.

W I T N E S S E T H :

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Execution Version

TERM LOAN AGREEMENT

dated as of August 11, 2026

among

KATAPULT MIDCO, LLC,
as Borrower,

**THE LENDERS FROM TIME TO TIME PARTY HERETO, **

and

HHCF SERIES 21 SUB, LLC,
as Administrative Agent

TABLE OF CONTENTS

		Page

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Execution Version

SEVENTH AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT

This SEVENTH Amendment TO MASTER LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 7th day of August, 2026, by and among TMX MP SPE, LLC, a Delaware limited liability company (“Borrower”), each of the lenders from time to time party hereto (individually, each a “Lender” and collectively, the “Lenders”) and BP COMMERCIAL FUNDING TRUST II, SERIES SPL-XVI, a statutory series of BP COMMERCIAL FUNDING TRUST II, a Delaware statutory trust, for itself and for no other series of BP COMMERCIAL FUNDING TRUST II, as administrative agent (in such capacity, “Administrative Agent”).

Recitals

A.           Borrowers, Lenders and Administrative Agent entered into that certain Master Loan and Security Agreement, dated as of February 10, 2023 (as heretofore amended, and as same may be further amended and restated, supplemented, revised, or otherwise modified from time to time, the “Loan Agreement”); and

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[Dealer’s name]

[Dealer’s address]1

August [__], 2026

To:	The Macerich Partnership, L.P.

c/o The Macerich Company

401 Wilshire Boulevard, Suite 700

Santa Monica, California 90401

Re:	[Base][Additional] Call Option Transaction

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Execution Version

**FIRST AMENDMENT TO **

**SECOND AMENDED AND RESTATED CREDIT AGREEMENT **

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 5, 2026 and is entered into by and among THE MACERICH PARTNERSHIP, L.P., a limited partnership organized under the laws of the state of Delaware, as the borrower (the “Borrower”), THE MACERICH COMPANY, a Maryland corporation (“MAC”), as a guarantor, THE SUBSIDIARY GUARANTORS SIGNATORY HERETO, THE LENDERS SIGNATORY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of February 24, 2026 (as Modified prior to the date hereof, the “Original Credit Agreement”, and the Original Credit Agreement as Modified by this Amendment as further provided below, the “Amended Credit Agreement”) by and among the Borrower, MAC, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to

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SEVERANCE AGREEMENT

** **

This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into, effective as of August 11, 2026, by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Paul Lalljie (“Executive”).

BACKGROUND:

** **

WHEREAS, Executive is to be employed as President and Chief Financial Officer of the Company;

WHEREAS, Executive was provided an offer letter to be effective August 11, 2026 (the “Offer Letter”), regarding certain terms and conditions applicable during and after Executive’s employment with the Company, which remain in effect unless otherwise explicitly modified by this Agreement; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company to enter into this Agreement to, among other things, help retain and motivate Executive in his position with the Company.

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July 29, 2026

Paul Lalljie

Dear Paul,

On behalf of Powerfleet, Inc. (the “Company”), I am pleased to confirm our offer for full-time employment as Chief Financial Officer, reporting to Steve Towe, President and Chief Executive Officer. Your start date will be mutually determined between you and the Company.

You will receive a semi-monthly salary of $19,791.67, which is equivalent to $475,000 on an annual basis. You will be eligible to participate in the Global Bonus Plan. As part of this Global Bonus Plan, you will be eligible to receive an annual bonus based on a target award of 85% of your base salary subject to the terms of the Global Bonus Plan, as approved annually by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). In connection with the commencement of your employment, you will receive:

(i) a one-time cash sign-on bonus of $100,000, less applicable withholdings, payable as soon as is practicable; and

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August 10, 2026

David Wilson

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** **

This agreement (“Agreement”) is entered into between David Wilson (“Employee”) and Powerfleet, Inc. (the “Company”).

1. Termination of Employment Relationship. The employment relationship between Employee and the Company terminated on August 10, 2026 (the “Separation Date”). As of the Separation Date, Employee’s duties and responsibilities shall cease and Employee shall not hold himself out as an employee, officer, agent, or representative of the Company or any of its affiliates. All eligibility for Company benefits shall terminate on the Separation Date, except for medical benefits, which shall terminate on August 31, 2026. Employee acknowledges (a) receipt of all compensation and benefits due through the Separation Date as a result of services performed for the Company with the receipt of a final paycheck dated August 10, 2026; (b) Employee has reported to the Company any and all work-related injuries incurred during employment; (c) the Company properly provided any leave of absence because of Employee

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Exhibit 10.5

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Consultancy Services Agreement

** **

This Consultancy Services Agreement (“Agreement”) between Powerfleet, Inc. (“Company”) and David Wilson (“Consultant”) (collectively the “Parties”) is effective August 11, 2026 (“Effective Date”). The Parties agree as follows:

1.	**Scope of Work. **Consultant will provide the following services (“Services”):

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