Browse EX-10 agreements

Exhibit 10.2

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GENERAL SERVICE AGREEMENT

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AMENDMENT #1

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**THIS AMENDMENT NUMBER 1 (the “Amendment”) dated this 1st date of August 2024 to the GENERAL SERVICE AGREEMENT made on the 1st day of November, 2023 (the "Agreement") **

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BETWEEN:

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YOUNEEQAI TECHNICAL SERVICES, INC. of

2700 Youngfield St., Suite 100

Lakewood, CO, United States, 80215

(the "Company")

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- AND –

David Edmunds of Broad Reach Consulting Inc*.* of

Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8

(the "Service Provider").

BACKGROUND:

A.		The Service Provider and the Company entered into a contract for the provision of services to the Company by the Service Provider

And

B.		The Company and the Service Provider desire to amend Schedule A to the agreement, which provides for compensation to be paid to the Service Provider

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Exhibit 10.1

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 15th, day of April, 2024.

BETWEEN:

YOUNEEQAI TECHNICAL SERVICES, INC. of

2700 Youngfield St., Suite 100

Lakewood, CO, United States, 80215

(the "Company")

- AND –

** **

David Edmunds of Broad Reach Consulting Inc. of

Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8

(the "Service Provider").

BACKGROUND:

A. The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company.

B. The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement.

C. The Company is interested in the Service Provider Services under the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. POSITION AND DUTIES

1.1 Position.

Starting on the 15th day of April, 2024, the Service Provider will be contracted by the Company as Chief Financial Officer, and will report to the Board of Directors, as described in Appendix “A” – “Roles and Responsibilities”.

1.2 Duties.

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EXECUTIVE SEVERANCE PAY PLAN

OF

KATAPULT HOLDINGS, INC.

Executive Severance Pay Plan (As adopted on 8/11//26)	1

KATAPULT HOLDINGS, INC.

EXECUTIVE SEVERANCE PAY PLAN

1.0	ESTABLISHMENT AND PURPOSE OF PLAN

*1.1           *The Executive Severance Pay Plan of Katapult Holdings, Inc. (the “Plan”) was established by Katapult Holdings, Inc. (the “Company”) effective August 11, 2026. The Plan shall continue in effect until terminated by the Company, subject to the provisions of Section 10 below.

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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.

Participant:
Date of Grant:
Number of RSUs:

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NON-EMPLOYEE DIRECTOR
COMPENSATION POLICY

Non-Employee Director Compensation Policy (As adopted on 8/11/2026)
	1

KATAPULT HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Katapult Holdings, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service following the effective date of this Policy set forth below (the “Effective Date”).

An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted.

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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

B.            Borrowers have requested that Administrative Agent and Lenders amend certain provisions of the Loan Agreement, and Administrative Agent and Lenders are willing to do so upon and subject to the terms and conditions of this Amendment.

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

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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 :

WHEREAS, 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”), Agent and Lenders are parties to that certain Amended and Restated Loan and Security Agreement, dated as of June 12, 2025 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement), pursuant to which the Lenders have agreed, among other things, to make available to Borrower a senior secured revolving loan facility in the maximum principal amount of up to the Maximum Revolving Loan Amount, subject to the terms and

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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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Execution Version

SECURITY AGREEMENT

among

KATAPULT MIDCO, LLC,

EACH OF THE OTHER GRANTORS PARTY HERETO,

and

HHCF SERIES 21 SUB, LLC,

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 MIDCO, LLC, a Delaware limited liability company (together with any Person from time to time party hereto as a grantor, individually and collectively as the context may require, the “Grantor”) and HHCF SERIES 21 SUB, LLC, a Delaware limited liability company, as Administrative Agent (as defined in the Loan Agreement referred to below) (herein, the “Administrative Agent”).

RECITALS

A.                 Reference is made to that certain Term Loan Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders” and each, individually, a “Lender”), and the Administrative Agent.

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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
ARTICLE 1 CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION		1
SECTION 1.01.	CERTAIN DEFINED TERMS	1
SECTION 1.02.	CERTAIN RULES OF CONSTRUCTION	24

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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 Agent and Documentation Agent (as defined in the Loan Agreement referred to below) (herein, the “Administrative Agent”).

RECITALS

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Execution Version

TERM LOAN AGREEMENT

dated as of August 11, 2026

among

KATAPULT INTERMEDIATE HOLDINGS, LLC,

as Borrower

KATAPULT HOLDINGS, INC.,

as Holdings

THE SUBSIDIARIES OF BORROWER FROM TIME TO TIME PARTY HERETO,
as Subsidiary Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

BP COMMERCIAL FUNDING TRUST III, SERIES SPL-XIV,
as Administrative Agent and Documentation Agent

TABLE OF CONTENTS

Page

ARTICLE 1 CERTAIN DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION		1
SECTION 1.01.	CERTAIN DEFINED TERMS	1
SECTION 1.02.	CERTAIN RULES OF CONSTRUCTION	27

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