Browse EX-10 agreements

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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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 time party thereto, the Administrative Agent and the other agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to Modify the Original Credit Agreement as provided for herein; 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

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among [DEALER] (“Dealer”), The Macerich Partnership, L.P., a Delaware limited partnership**** (“Counterparty”), and The Macerich Company, a Maryland corporation (“Parent”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement among Counterparty, Parent and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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Exhibit 10.5

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Consultancy Services Agreement

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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”):

	1.1.	Advice. Consultant agrees to advise Company leadership on financial, operational, and organizational matters requested by the Company’s CEO or designee.

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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’s or a family member’s health condition or military service and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (d) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Released Parties; and (e) Employee does not have a pending claim against the Company or any other

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Exhibit 10.3

POWERFLEET, INC.

Confidentiality, Assignment of Contributions and

Inventions, Non-Competition, and Non-Solicitation Agreement

Background. I am a paid employee of Powerfleet, Inc., a Delaware corporation (the “Company”). I am executing this Agreement in consideration of my offer of employment with the Company and the severance agreement effective as of August 11, 2026.

1. Confidentiality. While working for the Company, I may in the future develop or acquire, knowledge in my work or from my colleagues or otherwise of Confidential Information relating to the Company, its business, potential business or that of its customers or its or their respective affiliates. “Confidential Information” includes information concerning the identity of customers or their requirements or key contacts within the customer’s organization, suppliers, distributors, software programs, demonstration programs, routines, algorithms, computer systems, plans, strategies, research, formulations, processes, production methods and sources, products and specifications, equipment manufacturing and other techniques, designs, know-how, show how, trade secrets, inventions, improvements, discoveries, concepts, methodology, formulas, drawings, maps, manuals, models, specifications, records, files, memoranda, notes, reports, files, correspondence, financial and sales data, pricing lists or terms, trading terms, training materials and methods, marketing, distribution, and merchandising techniques and strategies, evaluations, opinions and interpretations, together with all other

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SEVERANCE AGREEMENT

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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:

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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.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.	Certain Definitions. As used in the Agreement, the following terms shall have the respective meanings set forth below:

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