Katapult Holdings, Inc.

EX-10.1 · dp247764_ex1001.htm

EX-10.1
 2
 dp247764_ex1001.htm
 EXHIBIT 10.1

 Exhibit 10.1

 THIRD
AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 This
THIRD AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“ Amendment ”) is entered into this 2nd day of June, 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, that certain Limited
Waiver dated March 9, 2026, that certain Limited Waiver dated April 15, 2026 and that certain Limited Waiver dated May 5, 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,
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 (i) permanently waive such Defaults and/or Events of Default and (ii) amend the Loan Agreement as
set forth herein; and

 D. Agent
and Lenders are willing to do so upon and subject to the terms and conditions of this Amendment and the compliance of the Credit Parties
and their Affiliates with the conditions set forth herein and the other provisions 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

 1. Definitions . Capitalized
terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement, as amended by this Amendment.

 2. Existing
Default . 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 May 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 ”).

 3. Limited
Waiver .

 3.1 The
Agent and the Lenders party hereto (constituting Requisite Lenders) hereby permanently waive the Existing Default (the “ Limited
Waiver ”). The Limited Waiver shall be effective on and at all times after the Amendment Effective Date.

 3.2 Agent
and Lenders have not waived, and are not by this Agreement waiving, any other Default or Event of Default 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 or Event of Default (other than the Existing Default). Without limiting the foregoing, as of
the date hereof, Agent does not have actual knowledge of the continuation of any Event of Default other than the Existing Default. 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 and Consent .

 4.1 Except
as specifically set forth in Section 3 hereof, nothing contained in this Amendment, or any other communication among Agent, Lenders,
Borrower or any other Credit Party on or prior to the date hereof in connection with this Amendment 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 Amendment 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 Amendment 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, as amended hereby, 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 respective terms without setoff, defense, counter-claim or claims in recoupment. This
Amendment 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, as amended hereby, 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
Amendment and the Loan Documents.

 4.4 The Agent and the
Lenders hereby consent to the Parent Reorganization Transaction (as defined in the Loan Agreement, as amended hereby), including, without
limitation, (i) the designation of Katapult Midco (rather than Katapult Intermediate III) as the Payment Guarantor and Indemnity Guarantor
following the consummation of the Parent Reorganization Transaction, (ii) modifications to Schedule 5.6 of the Katapult Merger Agreement
reflecting the Parent Reorganization Transaction (as defined in the Loan Agreement, as amended hereby) and (iii) the incurrence by Katapult
Midco of the Permitted Hawthorn Debt in connection with the Parent Reorganization Transaction and the Katapult Merger Transaction, in
each case, on the terms and conditions set forth in the Loan Agreement, as amended hereby, and in the Katapult Merger Agreement after
giving effect to any modifications, amendments, consents or waivers thereto, other than those modifications, amendments, consents or
waivers that are adverse to the interests of the Agent and the Lenders in their capacities as such unless consented to by the Agent (such
consent not to be unreasonably withheld or delayed).

 5. Amendments
to Loan Agreement .

 5.1 Effective
as of the Amendment Effective Date, the Loan Agreement is hereby amended (a) to delete the stricken text (indicated textually in the same
manner as the following examples: stricken text and stricken
text ) and (b) to add the double-underlined text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text ), in each case, as set forth
in the marked copy of the Loan Agreement, along with those certain exhibits, schedules and appendices to the Loan Agreement, attached
hereto as Exhibit A and made a part hereof for all purposes.

 5.2 Effective
as of the Amendment Effective Date, Exhibit C (Form of Monthly Servicing Report/Lease Contract Multiple) to the Loan Agreement
is hereby replaced with the Form of Monthly Servicing Report/Lease Contract Multiple attached hereto as Exhibit C .

 6. Conditions
Precedent to Effectiveness of this Amendment . The effectiveness of this Amendment 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 “ Amendment
Effective Date ”).

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

 6.2 Agent
shall have received such additional documents, instruments and information as Agent may have requested in writing at least two Business
Days prior to the date hereof.

 6.3 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).

 6.4 Agent
shall have received all fees, charges and expenses due and payable to Agent and Lenders on or prior to the Amendment Effective Date pursuant
to the Loan Documents.

 6.5 Agent
and each Lender party hereto, by delivering its signature page to this Amendment, 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 Amendment Effective Date is June 2, 2026.

 7. Representations
and Warranties . To induce Agent and Lenders to enter into this Amendment, each Credit Party hereby represents and warrants
to Agent and Lender as follows:

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

 7.2 Immediately
after giving effect to this Amendment (a) except with respect to the Existing Default, the representations and warranties contained
in the Loan Agreement, as amended hereby, 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, no Regulatory Trigger Event, Default Trigger Event, First Payment Default
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 Amendment and to perform its obligations under this Amendment,
the Loan Agreement, as amended hereby, and the other Loan Documents;

 7.4 The
execution and delivery by the Credit Parties of this Amendment and the performance by the Credit Parties of their respective obligations
under the Loan Agreement, as amended hereby, 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
Amendment 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 Amendment and acknowledges and agrees that it (a) understands fully the terms of this Amendment and the
consequences of the issuance hereof, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment
with, such attorneys and other Persons as it may wish, and (c) has entered into this Amendment of its own free will and accord and without
threat or duress. This Amendment and all information furnished to Agent and Lenders is made and furnished in good faith, for
value and valuable consideration. This Amendment 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
Amendment and the Loan Agreement, as amended hereby, 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 Amendment and the Loan Agreement merge into this Amendment and the Loan Agreement,
as amended hereby.

 8.2 Severability . If
any term or provision of this Amendment 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 Amendment which shall be given effect so far as possible.

 8.3 Successors
and Assigns . Subject to Section 12.2 of the Loan Agreement, this Amendment 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 AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT 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 Amendment 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.

 8.6 Counterparts . This
Amendment 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 Amendment 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 AMENDMENT 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 AMENDMENT OR FOR BREACH
OF THIS AMENDMENT, 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 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.]

 IN WITNESS WHEREOF ,
this Amendment 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 Third Amendment and
Limited Waiver to Amended and Restated Loan and Security Agreement]

 AGENT:

 MIDTOWN MADISON MANAGEMENT LLC

 By:
 /s/ David Aidi

 Name:
 David Aidi

 Title:
 Authorized Signatory

 [Signature Page to Third Amendment and
Limited Waiver to Amended and Restated Loan and Security Agreement]

 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 Third Amendment and
Limited Waiver to Amended and Restated Loan and Security Agreement]

 CLASS A-2 LENDERS:

 BLUE OWL Asset Income Fund V LP

 By:
 /s/ David Aidi

 Name:
 David Aidi

 Title:
 Authorized Signatory

 [Signature Page to Third Amendment and
Limited Waiver to Amended and Restated Loan and Security Agreement]

 EXHIBIT A

 Amended Loan Agreement

 [ See attached .]

 [Exhibit A to Third Amendment and Limited
Waiver to Amended and Restated Loan and Security Agreement]

 Exhibit A to Second Third
Amendment and Limited Waiver to Amended and Restated Loan and Security Agreement

 $110,000,000 SENIOR SECURED REVOLVING LOAN
FACILITY

 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 among

 KATAPULT SPV-1 LLC,

 as Borrower,

 and

 KATAPULT GROUP, INC.,

 as Holdings

 and

 Katapult
Holdings, Inc. ,

 as Parent Entity

 and

 MIDTOWN MADISON MANAGEMENT LLC

as Agent

 and

 THE FINANCIAL INSTITUTIONS PARTY HERETO FROM
TIME TO TIME

 as Lenders

 Dated as of

June 12, 2025

 TABLE OF CONTENTS

 Page

 I.
 DEFINITIONS
 1

 1.1
 General Terms
 1

 II.
 LOAN, PAYMENTS, INTEREST AND COLLATERAL
 32 31

 2.1
 The Revolving Loan Advances
 32 31

 2.2
 Interest on the Loan
 35 34

 2.3
 Loan Collections; Repayment.
 35 34

 2.4
 Promise to Pay; Manner of Payment.
 36 35

 2.5
 Voluntary Prepayments
 39 38

 2.6
 Mandatory Prepayments
 39

 2.7
 Payments by Agent; Protective Advances
 40

 2.8
 Grant of Security Interest; Collateral
 41 40

 2.9
 Collateral Administration
 42 41

 2.10
 Power of Attorney
 44 43

 2.11
 Deposit of Release Price or Substitution of Eligible Lease
 44 43

 2.12
 Collection Account and Collateral Account
 45 44

 2.13
 Registration Rights
 46 45

 III.
 FEES AND OTHER CHARGES
 46 45

 3.1
 Computation of Fees; Lawful Limits
 46 45

 3.2
 Default Rate of Interest
 46

 3.3
 Increased Costs; Capital Adequacy
 47 46

 3.4
 Administration Fee
 48 47

 3.5
 [Reserved].
 48 47

 3.6
 Additional Interest.
 48 47

 IV.
 CONDITIONS PRECEDENT
 49 48

 4.1
 Conditions to Closing
 49 48

 4.2
 Conditions to Initial Revolving Advances and Subsequent Revolving Advances
 51 50

 V.
 REPRESENTATIONS AND WARRANTIES
 52 51

 5.1
 Organization and Authority
 52 51

 5.2
 Loan Documents
 52 51

 5.3
 Requisite Stockholder Approval
 53 52

 5.4
 Subsidiaries, Capitalization and Ownership Interests
 53 52

 5.5
 Properties
 54 53

 5.6
 Other Agreements
 54 53

 5.7
 Litigation
 54 53

 5.8
 Tax Returns; Taxes
 54 53

 5.9
 Financial Statements and Reports
 54

 i

 5.10
 Compliance with Law
 55 54

 5.11
 Intellectual Property
 55 54

 5.12
 Licenses and Permits; Labor
 55

 5.13
 No Default; Solvency
 56 55

 5.14
 Disclosure
 56 55

 5.15
 Existing Indebtedness; Investments, Guarantees and Certain Contracts
 56 55

 5.16
 Affiliated Agreements
 56 55

 5.17
 Insurance
 56

 5.18
 Names; Location of Offices, Records and Collateral; Deposit Accounts and Investment Property
 57 56

 5.19
 Non-Subordination
 57 56

 5.20
 Leases
 57 56

 5.21
 Servicing
 57 56

 5.22
 Legal Investments; Use of Proceeds
 57

 5.23
 Broker’s or Finder’s Commissions
 58 57

 5.24
 Anti-Terrorism; OFAC
 58

 5.25
 Survival
 59 58

 VI.
 AFFIRMATIVE COVENANTS
 59 58

 6.1
 Financial Statements, Reports and Other Information
 59 58

 6.2
 Payment of Obligations
 62 61

 6.3
 Conduct of Business and Maintenance of Existence and Assets
 62

 6.4
 Compliance with Legal and Other Obligations
 63 62

 6.5
 Insurance
 63 62

 6.6
 True Books
 63

 6.7
 Inspection; Periodic Audits; Quarterly Review
 64 63

 6.8
 Further Assurances; Post Closing
 64 63

 6.9
 Payment of Indebtedness
 65 64

 6.10
 Other Liens
 65 64

 6.11
 Use of Proceeds
 65 64

 6.12
 Collateral Documents; Security Interest in Collateral
 65 64

 6.13
 Servicing Agreement; Backup Servicer
 66 65

 6.14
 [RESERVED]
 66

 6.15
 Collections; Deposit Accounts
 66

 6.16
 Right of First Refusal
 67

 6.17
 Requisite Special Stockholder Meeting Items.
 69 68

 6.18
 Board of Directors; Observer Rights.
 69 68

 6.19
 Financial Covenants.
 70 69

 6.20
 [Reserved].
 71 69

 6.21
 Federal Securities Laws.
 71 69

 6.22
 Government Receivables.
 71 69

 VII.
 NEGATIVE COVENANTS
 71 69

 7.1
 Indebtedness
 71 70

 7.2
 Liens
 71 70

 ii

 7.3
 Investments; Investment Property; New Facilities or Collateral; Subsidiaries
 71 70

 7.4
 Dividends; Redemptions; Equity; Compensation
 72 71

 7.5
 Transactions with Affiliates
 73 72

 7.6
 Charter Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Trade Names
 74 72

 7.7
 Transfer of Collateral; Amendment of Pledged Leases
 74 73

 7.8
 Contingent Obligations and Risks
 75 74

 7.9
 Truth of Statements
 75 74

 7.10
 Modifications of Agreements
 75 74

 7.11
 Anti-Terrorism; OFAC
 76 74

 7.12
 Deposit Accounts and Payment Instructions
 76 74

 7.13
 Servicing Agreement
 76 75

 7.14
 ERISA.
 77 76

 7.15
 Restrictive Agreements.
 77 76

 7.16
 Sale and Leaseback Transactions.
 77 76

 7.17
 Hedging Transactions.
 77 76

 7.18
 Loans.
 78 76

 7.19
 Borrower Purpose.
 78 76

 VIII.
 EVENTS OF DEFAULT
 78 76

 IX.
 RIGHTS AND REMEDIES AFTER DEFAULT
 81 80

 9.1
 Rights and Remedies
 81 80

 9.2
 Application of Proceeds
 82 81

 9.3
 Rights to Appoint Receiver
 83 81

 9.4
 Attorney-in-Fact
 83 81

 9.5
 Rights and Remedies not Exclusive
 83 82

 X.
 WAIVERS AND JUDICIAL PROCEEDINGS
 83 82

 10.1
 Waivers
 83 82

 10.2
 Delay; No Waiver of Defaults
 83 82

 10.3
 Jury Waiver
 84 82

 10.4
 Amendment and Waivers
 85 83

 XI.
 EFFECTIVE DATE AND TERMINATION
 86 85

 11.1
 Effectiveness and Termination
 86 85

 11.2
 Survival
 87 85

 XII.
 MISCELLANEOUS
 87 86

 12.1
 Governing Law; Jurisdiction; Service of Process; Venue
 87 86

 12.2
 Successors and Assigns; Assignments and Participations
 88 87

 12.3
 Application of Payments
 92 90

 12.4
 Indemnity
 92 91

 12.5
 Notice
 93 92

 iii

 12.6
 Severability; Captions; Counterparts; Facsimile Signatures
 93 92

 12.7
 Expenses
 93 92

 12.8
 Entire Agreement
 94 93

 12.9
 Approvals and Duties
 95 93

 12.10
 Publicity
 95 94

 12.11
 Release of Collateral
 98 96

 12.12
 Treatment of Fees
 98 97

 12.13
 Release; Cooperation
 98 97

 12.14
 Amendment and Restatement; Acknowledgements; No Termination; Reaffirmations; References; Conditional Waiver.
 99 98

 XIII.
 AGENT PROVISIONS; SETTLEMENT
 100 99

 13.1
 Agent
 100 99

 13.2
 Lender Consent
 105 104

 13.3
 Set-off and Sharing of Payments
 106 104

 13.4
 Disbursement of Funds
 106 105

 13.5
 Settlements; Payments; and Information
 107 106

 13.6
 Dissemination of Information
 109 108

 13.7
 Non-Funding Lender
 109 108

 13.8
 Taxes
 110 109

 13.9
 Patriot Act
 115 114

 iv

 EXHIBITS

 Exhibit A
 Borrowing Base Certificate

 Exhibit B-1
 Form of Revolving Note

 Exhibit B-2
 [Reserved]

 Exhibit C
 Form of Monthly Servicing Report/Lease Contract Multiple

 Exhibit D
 Form of Portfolio Documents

 Exhibit E
 Underwriting Guidelines

 Exhibit F
 Form of Request for Revolving Advance

 Exhibit G
 Servicing Policy

 Exhibit H
 Performance Covenant Tables

 Exhibit I
 Permitted Holders

 Exhibit J
 Approved States

 Exhibit K
 Form of Merger Agreement

 Exhibit L
 Registration Rights

 Exhibit M
 Allocation of Warrants

 SCHEDULES

 Schedule A
 Wiring Instructions

 Schedule B
 Commitments

 Schedule 5.4
 Managers, Managing Members and Directors of each Credit Party

 Schedule 5.11
 Intellectual Property

 Schedule 5.16
 Affiliate Agreements

 Schedule 5.17
 Insurance

 Schedule 5.18A
 Names

 Schedule 5.18B
 Location of Offices, Records and Collateral

 Schedule 5.18C
 Deposit Accounts and Investment Property

 Schedule 6.8
 Further Assurances and Post Closing Deliverables

 Schedule 7.1
 Permitted Indebtedness

 Schedule 7.13(b)
 Approved Sub-Servicers

 v

 AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

 THIS AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (the “ Agreement ”) dated as of June 12, 2025, is entered into 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 ”), each of the lenders from time to time party hereto (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 ”).

 WHEREAS , pursuant to
the Purchase and Sale Agreement, the Borrower has purchased, and will continue to purchase, from Holdings all of its rights, title and
interest in and to the Collateral, including, but not limited to, the Pledged Leases which were originated by Holdings and the Inventory
related thereto;

 WHEREAS , Borrower,
Holdings, Parent Entity, the Lenders and Agent are parties to that certain Loan and Security Agreement, dated as of the Original Closing
Date (as defined herein) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Original
Loan Agreement ”), pursuant to which the Lenders thereunder made available to Borrower a senior secured revolving credit
facility and a senior secured term loan facility;

 WHEREAS , the parties
hereto desire to amend and restate the Original Loan Agreement in its entirety into this Agreement, on and subject to the terms and conditions
set forth herein, in order to, among other things, make the Loans available to Borrower hereunder; and

 WHEREAS , Borrower granted
Agent, for the benefit of itself and the other Lenders, a first priority lien on and security interest in the Collateral to secure the
Original Loan Agreement Obligations.

 NOW, THEREFORE , in
consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged,
Borrower, Agent and Lenders hereby agree as follows:

 I. DEFINITIONS

 1.1 General
Terms

 For purposes of the Loan Documents
and all Annexes thereto, in addition to the definitions above and elsewhere in this Agreement or the other Loan Documents, the terms listed
in this Article I shall have the meanings given such terms in this Article I . All capitalized terms used
which are not specifically defined shall have the meanings provided in Article 9 of the UCC in effect on the date hereof to the extent
the same are used or defined therein. Unless otherwise specified, if a provision of this Agreement or any other Loan Document
requires the consent of or approval of Agent or any Lender, such consent or approval shall be in Agent’s or such Lender’s
sole discretion. Unless otherwise specified herein, this Agreement and any agreement or contract referred to herein shall mean such agreement
as modified, amended or supplemented from time to

 1

 time. Unless otherwise specified, as
used in the Loan Documents or in any certificate, report, instrument or other document made or delivered pursuant to any of the Loan Documents,
all accounting terms not defined in this Article I or elsewhere in this Agreement shall have the meanings given to such terms
in and shall be interpreted in accordance with GAAP. Unless otherwise specified herein, the words “hereof,” “herein”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

 “ Account Lessee ”
shall mean any Person that is an obligor in respect of any Lease.

 “ Additional Interest ”
shall have the meaning set forth in Section 3.6(b) .

 “ Additional Payment
Date ” shall have the meaning assigned to it in Section 2.4(a) hereof.

 “ Adjusted Current
Lease Balance ” shall mean for each Lease, (a) if the ratio of the Original Net Lease Cost to Lease Cost is equal to or greater
than ninety percent (90%), the Current Lease Balance, and (b) if the ratio of the Original Net Lease Cost to Lease Cost is less than ninety
percent (90%), the lesser of (i) the Original Net Lease Cost and (ii) the Current Lease Balance.

 “ Adjusted Term SOFR ”
means, as of any date of determination, the rate per annum equal to (a) the Term SOFR Rate as of such date plus (b) a
percentage per annum equal to 0.10%; provided if, as of any date of determination, “Adjusted Term SOFR” as determined
in the manner as set forth above is less than three percent (3.00%), “Adjusted Term SOFR” for such date shall be deemed to
be three percent (3.00%) for purposes of this Agreement.

 “ Administration Fee ”
shall have the meaning set forth in Section 3.4 .

 “ Advance ”
shall mean any borrowing under and advance of the Loan, including, but not limited to, each Revolving Advance and any Protective Advance. Any
amounts paid by Agent on behalf of Borrower under any Loan Document shall be an Advance for purposes of this Agreement.

 “ Advance Rate ”
shall mean, as of any date of determination, so long as no Advance Rate Trigger Event, Default or Event
of Default exists, ninety eighty-five percent ( 90.00 85.00 %).

 Notwithstanding
the foregoing, if any Advance Rate Trigger Event has occurred, the Advance Rate shall be immediately reduced by five percent (5%); provided ,
that if, following any such Advance Rate Trigger Event, there occurs three (3) consecutive calendar months in which such Advance Rate
Trigger Event no longer exists and no other Advance Rate Trigger Event, Default or Event of Default has occurred, then the Advance Rate
shall be increased by five percent 5%.

 “ Advance
Rate Trigger Event ” shall mean the occurrence of any of the following events with respect to the portfolio
of Pledged Leases securing the Loan, in each case, to be tested as of the last day of each calendar month:

 (a) The
Charge-off Percentage Ratio for any Vintage Pool exceeds the Advance Rate Trigger Charge-off Percentage Ratio for the corresponding thirty
(30) day period set forth on Exhibit H-4 since the first payment date for each Lease within

 2

 each such Vintage Pool. For the avoidance
of doubt, the first thirty day period following the origination date for each Lease within each Vintage Pool shall be Period 1 and the
final thirty day period shall be Period 13; or

 (b) The
Cumulative Cash Collection Percentage Ratio for any Vintage Pool is less than the Advance Rate Trigger Cumulative Cash Collection Percentage
Ratio for the corresponding thirty (30) day period set forth on Exhibit H-3 since the first payment date for each Lease within each such
Vintage Pool. For the avoidance of doubt, the first thirty day period following the origination date for each Lease within each Vintage
Pool shall be Period 1 and the final thirty day period shall be Period 13; or

 (c)
 The average First Payment Default Ratio for
the three most recent Vintage Pools (excluding the Vintage Pool originated during the month ending on the date of determination (i.e.
as of end of December 2025, excluding the December 2025 Vintage Pool)) exceeds the Advance Rate Trigger First Payment Default Ratio (Trailing
Three Months T+30) ratio set forth on Exhibit H-2; or

 (d)
 The First Payment Default Ratio for any Vintage
Pool within the three most recent Vintage Pools (excluding the Vintage Pool originated during the month ending on the date of determination
(i.e. as of end of December 2025, excluding the December 2025 Vintage Pool)) exceeds the Advance Rate Trigger First Payment Default Ratio
(T+30) ratio set forth on Exhibit H-1.

 “ Advensus ”
means Nearshore Call Center Services LTD, dba Advensus, a British Virgin Islands corporation.

 “ Affiliate ”
or “ affiliate ” shall mean, as to any Person, any other Person (a) that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person, (b) who is a director or officer (i) of such
Person, (ii) of any Subsidiary of such Person, or (iii) of any Person described in clause (a) above with respect to such Person. For
purposes of this definition, the term “control” (and the correlative terms, “controlled by” and “under common
control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies, whether through the ability to exercise voting power, by contract or otherwise, provided , that following the Katapult
Merger Transaction, except for purposes of Section 7.5, (i) Katapult Intermediate Holdings I, LLC and its Subsidiaries, and (ii) Katapult
Intermediate Holdings II, LLC and its Subsidiaries shall not be deemed to be Affiliates of Katapult Intermediate III and its Subsidiaries.

 “ Agent ”
shall have the meaning assigned to it in the introductory paragraph hereof.

 “ Agent Advance ”
shall have the meaning assigned to it in Section 13.4 .

 “ Agreement ”
shall have the meaning assigned to it in the introductory paragraph hereof.

 “ Allocation Notice ”
shall have the meaning assigned to it in Section 2.12(b) .

 “ Amortized Lease
Cost ” shall mean, for any Lease and as of any date of determination, the product of (i) the cumulative payments received to
date (excluding upfront payments, application fees and/or merchant discounts) related to such Lease and (ii) the quotient of (x) one and
(y) the Lease Contract Multiple of such Lease.

 3

 “ Applicable Rate ”
shall mean the interest rates applicable from time to time under this Agreement.

 “ Applicable Law ”
shall mean any and all federal, state, local and/or applicable foreign statutes, ordinances, rules, regulations, court orders and decrees,
administrative orders and decrees, and other legal requirements of any and every conceivable type applicable to the Loan, the Loan Documents,
Borrower, Guarantors or the Collateral or any portion thereof, including, but not limited to, in each case, as applicable, Credit Protection
Laws, credit disclosure laws and regulations, the Fair Labor Standards Act, and all state and federal usury laws.

 “ Approved Fund ”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and (a) that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender
or (iii) an entity or an Affiliate of an entity that administers or manages a Lender or (b) is a Person (other than a natural person)
primarily engaged in the making of commercial loans having total assets in excess of $500,000,000.

 “ Approved State ”
shall mean a state listed on Exhibit J attached hereto.

 “ Availability ”
shall mean, at any date of determination, the lesser of (a) the Borrowing Base or (b) the aggregate of the Revolving Loan Commitments,
 minus , in each case, the aggregate principal balance of the outstanding Revolving Advances.

 “ Available Amounts ”
shall mean, as of any Payment Date, the sum of (a) all payments, including all Scheduled Payments, any prepayments, fees or other amounts
collected from or on behalf of the Account Lessees on the Pledged Leases during the related Due Period, (b) all liquidation proceeds from
the sale or disposition of any Pledged Lease and/or any property related thereto during the related Due Period, whether to a third party
purchaser or an Affiliate of the Borrower, (c) any amount received by the Borrower or the Servicer related to a payment from the Guarantors
regarding any Guaranty since the most recent Payment Date, (d) all other proceeds of the Collateral received by the Borrower or Servicer
during the Due Period, including, but not limited to, judgment awards or settlements, late charges and other income collected from any
source arising in connection with the Collateral and (e) all interest earned on the amounts on deposit in the Collection Account since
the previous Payment Date.

 “ Backup Servicer ”
shall mean Vervent Inc. (as successor to First Associates Loan Servicing, LLC), or such other Person designated and engaged by the Agent
and, prior to the occurrence of an Event of Default, approved by the Borrower to succeed Vervent Inc. as Backup Servicer to perform the
duties described in Section 6.13 hereunder and such other duties as may be agreed to by such Person, all in accordance with the terms,
provisions, and conditions a Backup Servicing Agreement.

 “ Backup Servicer
Fee ” shall mean any fee payable monthly by Borrower to a Backup Servicer, such fee, including, without limitation, fees for
verification services, to be as specified in the applicable Backup Servicing Agreement.

 “ Backup Servicing
Agreement ” shall mean that any Backup Servicing Agreement, dated as of May 14, 2019, by and among Agent, Borrower and Backup
Servicer regarding the provision

 4

 of certain services by the Backup Servicer with
respect to the Leases, as the same may be amended, including pursuant to that certain Amendment No. 1 to Backup Servicing Agreement dated
as of the Closing Date (the “ Amendment No. 1 to Backup Servicing Agreement ”), modified, supplemented, restated, replaced
or renewed in writing from time to time.

 “ Bankruptcy Code ”
shall mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq., as amended from time to time.

 “ Borrower ”
shall have the meaning assigned to it in the introductory paragraph hereof.

 “ Borrowing Base ”
shall mean the (a) product of (i) the Advance Rate multiplied by (ii) the aggregate sum of the Adjusted Current Lease Balance for all
Eligible Leases pledged as Collateral hereunder.

 “ Borrowing Base Certificate ”
shall mean a Borrowing Base Certificate substantially in the form of Exhibit A hereto.

 “ BRG ” shall
mean Berkeley Research Group, LLC.

 “ Business Day ”
shall mean any day that is not a Saturday, Sunday or other day on which (a) commercial banks in New York City are authorized or required
by law to remain closed, or (b) with respect to the Term SOFR Rate, the Securities Industry and Financial Markets Association recommends
that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

 “ Calculated Rate ”
shall have the meaning assigned to it in Section 2.2(a) hereof.

 “ Cash Equivalents ”:
(a) securities with maturities of twelve (12) months or less from the date of acquisition or acceptance which are issued or fully
guaranteed or insured by the United States, or any agency or instrumentality thereof, (b) bankers’ acceptances, certificates
of deposit and eurodollar time deposits with maturities of nine (9) months or less from the date of acquisition and overnight bank deposits,
in each case, of any Lender or of any international or national commercial bank with commercial paper rated, on the day of such purchase,
at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s, (c) commercial paper
or any other short term, liquid investment having a rating, on the date of purchase, of at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by Moody’s and that matures or resets not more than nine (9) months after
the date of acquisition, (d) investments in money market funds and (e) investments in mutual funds or other pooled investment vehicles,
in each case acceptable to the Agent in its sole discretion, the assets of which consist solely of the foregoing.

 “ Change in Law ”
shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any
Lender (or, for purposes of Section 3.3 by any lending office of such Lender or by such holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement;

 5

 provided that notwithstanding anything herein
to the contrary, all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any Governmental Authority
(x) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended
to the date hereof and from time to time hereafter, and any successor statute and (y) in connection with the implementation of the recommendations
of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or
similar authority), shall be a “Change in Law” regardless of the date adopted, issued, promulgated or implemented.

 “ Change of Control ”
shall mean the occurrence of any of the following:

 (i) except
as may occur pursuant to the Katapult Merger Transaction or during the pendency of a Parent Reorganization Transaction, any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) (but excluding any
(a) employee benefit plan of such person or its subsidiaries, (b) any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan and/or (c) any Permitted Holder and/or “group” of Permitted Holders) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire
(such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time, in
each case other than such right such person or group has during the pendency, but prior to the consummation, of an equity sale, merger,
recapitalization or other form of transaction pursuant to which the Equity Interests of the Parent Entity is committed, or intended, to
be sold or otherwise transferred to such person or group), directly or indirectly, of 35% or more of the equity securities of the Parent
Entity entitled to vote for members of the board of directors or equivalent governing body of the Parent Entity on a fully-diluted basis
(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

 (ii) [reserved];
or

 (iii) Parent
Entity at any time for any reason ceases to own (a) prior to the consummation of the Katapult Merger Transaction and except as may occur
pursuant to the Katapult Merger Transaction or during the pendency of a Parent Reorganization Transaction, 100% of the issued and outstanding
Equity Interests of Holdings (as the same may be adjusted for any combination, recapitalization or reclassification into a greater or
smaller number of shares or units), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings
other than in favor of Agent, Lenders or their Affiliates or (b) following the consummation of the Katapult Merger Transaction, 100% of
the issued and outstanding Equity Interests of Katapult Intermediate Holdings, LLC (as the same may be adjusted for any combination, recapitalization
or reclassification into a greater or smaller number of shares or units); or

 (iv) following
the Katapult Merger Transaction, Katapult Intermediate Holdings, LLC at any time for any reason ceases to own 100% of the issued and outstanding
Equity Interests of Katapult Intermediate III (as the same may be adjusted for

 6

 any combination, recapitalization or
reclassification into a greater or smaller number of shares or units); or

 (v) following
the Katapult Merger Transaction, Katapult Intermediate III at any time for any reason ceases to own 100% of the issued and outstanding
Equity Interests of Katapult Midco (as the same may be adjusted for any combination, recapitalization or reclassification into a greater
or smaller number of shares or units); or

 (vi) (v)
 following the Katapult Merger Transaction, Katapult Intermediate III Midco
at any time for any reason ceases to own 100% of the issued and outstanding Equity Interests of Holdings (as the same may be adjusted
for any combination, recapitalization or reclassification into a greater or smaller number of shares or units), free and clear of all
Liens, rights, options, warrants or other similar agreements or understandings other than (x) in favor of Agent, Lenders or their Affiliates
or (y) such Liens, rights, options, warrants or other similar agreements or understandings that are subordinated to the rights of the
Agent and the Lenders under the Loan Documents pursuant to a written agreement in form and substance reasonably satisfactory to Agent;
or

 (vii) (vi)
 Holdings at any time for any reason ceases to own 100% of the issued and outstanding Equity Interests of Borrower (as
the same may be adjusted for any combination, recapitalization or reclassification into a greater or smaller number of shares or units),
free and clear of all Liens, rights, options, warrants or other similar agreements or understandings other than in favor of Agent, Lenders
or their Affiliates; or

 (viii) (vii)
 the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or more series of related transactions, of all or substantially all of the assets of the Parent Entity and the assets of its Subsidiaries
taken as a whole to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than to the Parent
Entity or its Subsidiaries).

 “ Charged-off Lease ”
shall mean (a) any Pledged Lease for which any portion of a Scheduled Payment (without giving effect to any modifications of such
Pledged Lease after the date such Pledged Lease was first pledged hereunder or under any other Loan Document) is delinquent more than
ninety (90) days, (b) with respect to which Servicer or Borrower shall have reasonably determined in good faith that the related Account
Lessee will not resume making Scheduled Payments, (c) unless otherwise approved by Agent in writing in its sole discretion, the related
Account Lessee shall have become the subject of a proceeding under a Debtor Relief Law and Servicer or Borrower shall have been notified
thereof or (d) that has been specifically and separately reserved against by Borrower or deemed charged-off or non-collectible by Borrower
or Servicer.

 “ Charge-off Percentage
Ratio ” shall mean, with respect to any Vintage Pool, the percentage equivalent to a fraction, (a) the numerator of which is
the aggregate Lease Cost of such Lease related to such Vintage Pool that have become and remain Charged-off Leases and (b) the denominator
of which is the aggregate Lease Cost of the Pledged Leases in such Vintage Pool.

 7

 “ Charter and Good
Standing Documents ” shall mean, for the applicable Person, (i) a copy of the certificate of incorporation, certificate
of formation, statutory certificate of trust or other applicable charter document certified as of a date not more than five (5) Business
Days before the Closing Date by the applicable Governmental Authority of the jurisdiction of incorporation of such Person, (ii) a
copy of the bylaws, operating agreement, trust agreement or other applicable organizational document certified as of the Closing Date
by the corporate secretary or assistant secretary of such Person, (iii) an original certificate of good standing as of a date not
more than five (5) Business Days before the Closing Date issued by the applicable Governmental Authority of the jurisdiction of incorporation
of such Person and of every other jurisdiction in which such Person is otherwise required to be in good standing, and (iv) copies
of the resolutions of the Board of Directors (or other applicable governing body) and, if required, stockholders or other equity owners
authorizing the execution, delivery and performance of the Loan Documents to which such Person, as applicable, is a party, certified by
an authorized officer of such Person as of the Closing Date.

 “ Claims ”
shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, litigation, proceedings, investigations,
judgments, suits, fees, costs, expenses, charges, advances and disbursements of any kind (including, without limitation, fees, costs,
expenses and charges of counsel (including in-house counsel)).

 “ Class A Lender ”
shall mean each Lender having a Revolving Loan Commitment or holding Revolving Advances.

 “ Class A Obligations ”
shall mean all Obligations owed to the Class A Lenders in respect of the Revolving Advances.

 “ Class A-1 Lender ”
shall mean each Lender having a Class A-1 Revolving Loan Commitment or holding Class A-1 Revolving Advances.

 “ Class A-1 Obligations ”
shall mean all Obligations owed to the Class A-1 Lenders in respect of the Class A-1 Revolving Advances.

 “ Class A-1 Revolving
Advance ” or “ Class A-1 Revolving Loan Advance ” shall have the meaning assigned to it in Section 2.1
hereof.

 “ Class A-1 Revolving
Loan Commitment ” shall mean the commitment of a Class A Lender to make or otherwise fund Class A-1 Revolving Loan Advances and
“ Class A-1 Revolving Loan Commitments ” shall mean such commitments of all Lenders to fund Class A-1 Revolving Loan
Advances in the aggregate. The amount of each Lender’s Class A-1 Revolving Loan Commitment, if any, is set forth on Schedule
B attached hereto, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount
of the Class A-1 Revolving Loan Commitments as of the First Amendment Effective Date is $90,000,000.00.

 “ Class A-2 Lender ”
shall mean each Lender having a Class A-2 Revolving Loan Commitment or holding Class A-2 Revolving Advances.

 “ Class A-2 Obligations ”
shall mean all Obligations owed to the Class A-2 Lenders in respect of the Class A-2 Revolving Advances.

 8

 “ Class A-2 Revolving
Advance ” or “ Class A-2 Revolving Loan Advance ” shall have the meaning assigned to it in Section 2.1
hereof.

 “ Class A-2 Revolving
Loan Commitments ” shall mean the commitment of a Class A Lender to make or otherwise fund Class A-2 Revolving Loan Advances
and “ Class A-2 Revolving Loan Commitments ” shall mean such commitments of all Lenders to fund Class A-2 Revolving Loan
Advances in the aggregate. The amount of each Lender’s Class A-2 Revolving Loan Commitment, if any, is set forth on Schedule
B attached hereto, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount
of the Class A-2 Revolving Loan Commitments as of the First Amendment Effective Date is $20,000,000.00.

 “ Closing ”
shall mean the satisfaction, or written waiver by Agent and the Lenders, of all of the conditions precedent set forth in this Agreement
required to be satisfied prior to the consummation of the transactions contemplated hereby.

 “ Closing Date ”
shall mean the date of this Agreement.

 “ Code ”
shall mean the Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated thereunder.

 “ Collateral ”
shall mean, collectively and each individually, all collateral and/or security granted and/or securities pledged to Agent for the benefit
of itself and the other Lenders, by Borrower pursuant to the Loan Documents including, without limitation, the items set forth in Section 2.8
of this Agreement.

 “ Collateral Assignment
of Purchase Agreement ” shall mean that certain Collateral Assignment of Purchase and Sale Agreement, dated on or about the Original
Closing Date, executed by Borrower in favor of Agent and agreed to and acknowledged by Holdings, as the same may be amended, restated
or modified from time to time.

 “ Collateral Account ”
shall mean, individually and collectively, (a) that certain deposit account of Agent at Collateral Account Bank with account number 80016919635
or (b) following the occurrence and during the continuance of an Event of Default, such other deposit account as designated from time
to time by Agent in a written notice to Borrower and Servicer.

 “ Collateral Account
Bank ” shall mean J.P. Morgan Chase Bank, N.A. or such other bank where the Collateral Account is being held from time to time
in accordance with the terms of this Agreement.

 “ Collection Account ”
shall mean, individually and collectively, (a) that certain deposit account of Borrower at Collection Account Bank with account number
4023920515 or (b) following the occurrence and during the continuance of an Event of Default, such other deposit account as designated
from time to time by Agent in a written notice to Borrower and Servicer.

 “ Collection Account
Bank ” shall mean Wells Fargo Bank, National Association or such other bank where the Collection Account is being held from time
to time in accordance with the terms of this Agreement.

 9

 “ Collection Account
Control Agreement ” shall mean any full dominion account control agreement by and among Agent, Borrower and Collection Account
Bank, which pledges a Collection Account and all funds and sums contained therein to Agent, for the benefit of the Lenders, and provides
for a standing instruction for Collection Account Bank to automatically transfer funds therein to the Collateral Account via wire transfer
two (2) Business Days prior to each Payment Date, as the same may be amended, modified, supplemented, restated, replaced or renewed in
writing from time to time.

 “ Common Stock ”
means the common stock of Parent Entity, par value $0.0001 per share.

 “ Contingent Obligations ”
shall mean, as to any Person, any obligation of such Person guaranteeing or intending to guaranty any Indebtedness, leases, dividends
or other obligations (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any
manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds
(i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation, or (d) otherwise to assure or to hold harmless the owner of such primary obligation against loss in respect thereof, provided ,
 however , that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection
in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

 “ Contract Right ”
shall mean any right of Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right
is at the time not yet earned by performance.

 “ Credit Card Account ”
shall mean an arrangement whereby an Account Lessee makes Scheduled Payments under a Lease via pre-authorized debit or charge to a Major
Credit Card.

 “ Credit Party ”
shall mean individually, Borrower and each Guarantor and “ Credit Parties ” shall mean, collectively, the Borrower and
Guarantors. For the avoidance of doubt, from and after a Parent Reorganization Transaction, the Parent Entity shall not be
a Credit Party for purposes of this Agreement or any other Loan Document.

 “ Credit Protection
Laws ” shall mean all federal, state and local laws in respect of the business of extending credit to borrowers, including without
limitation, the Truth in Lending Act (and Regulation M promulgated thereunder), Equal Credit Opportunity Act, Fair Credit Reporting Act,
Fair Debt Collection Practices Act, Gramm-Leach-Bliley Financial Privacy Act, Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended, all rules and regulations issued by the Consumer Financial Protection Bureau, Dodd–Frank Wall Street Reform
and Consumer Protection Act, anti-discrimination and fair lending laws, laws relating to servicing

 10

 procedures or maximum charges and rates of interest,
and other similar laws, each to the extent applicable, and all applicable regulations in respect of any of the foregoing.

 “ Cumulative Cash
Collection Percentage Ratio ” shall mean, with respect to any Vintage Pool, the percentage equivalent to a fraction, the numerator
of which is the sum of all payments (including prepayments and application and/or other upfront payments, but excluding any sales tax
payments) collected from or on behalf of the Account Lessees on each Pledged Lease in such Vintage Pool since the date that such Pledged
Lease was originated and the denominator of which is the sum of the Lease Costs (as determined for each Pledged Lease as of the date such
Pledged Lease was originated) of each Pledged Lease with respect to such Vintage Pool.

 “ Current Lease Balance ”
shall mean, for any Lease and as of any date of determination (i) the Lease Cost less (ii) the Amortized Lease Cost of such Lease at such
time.

 “ Debtor Relief Law ”
shall mean, collectively, the Bankruptcy Code and all other United States or foreign applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally, as amended from time to time.

 “ Default ”
shall mean any event, fact, circumstance or condition that, with the giving of applicable notice or passage of time, if any, or both,
would constitute or be or result in an Event of Default.

 “ Default Rate ”
shall have the meaning assigned to it in Section 3.2 hereof.

 “ Default Trigger
Event ” shall mean the occurrence of any of the following events with respect to the portfolio of Pledged Leases securing the
Loan, in each case, to be tested as of the last day of each calendar month:

 (a) The
Charge-off Percentage Ratio for any Vintage Pool exceeds the Charge-off Trigger Percentage Ratio for the corresponding month set forth
on Exhibit H-4 since the first payment date for each Lease within each such Vintage Pool. For the avoidance of doubt, the first thirty
day period following the origination date for each Lease within each Vintage Pool shall be Period 1 and the final thirty day period shall
be Period 13; or

 (b) The
Cumulative Cash Collection Percentage Ratio for any Vintage Pool is less than the Default Trigger Cumulative Cash Collection Percentage
Ratio for the corresponding month set forth on Exhibit H-3 since the first payment date for each Lease within each such Vintage
Pool. For the avoidance of doubt, the first thirty day period following the origination date for each Lease within each Vintage Pool shall
be Period 1 and the final thirty day period shall be Period 13.

 “ Defaulted Lease ”
shall mean (a) any Pledged Lease for which any portion of a Scheduled Payment (without giving effect to any modifications of such
Pledged Lease after the date such Pledged Lease was first pledged hereunder or under any other Loan Document) is delinquent more than
sixty (60) days, (b) with respect to which Servicer or Borrower shall have reasonably

 11

 determined in good faith that the related Account
Lessee will not resume making Scheduled Payments, (c) unless otherwise approved by Agent in writing in its sole discretion, the related
Account Lessee shall have become the subject of a proceeding under a Debtor Relief Law and Servicer or Borrower shall have been notified
thereof or (d) that has been specifically and separately reserved against by Borrower or deemed charged-off or non-collectible by Borrower
or Servicer.

 “ Defective Lease ”
shall mean any Pledged Lease with an uncured breach of any representation or warranty of Borrower or that Holdings made under the Purchase
and Sale Agreement.

 “ Deposit Account ”
shall mean, individually and collectively, any bank or other depository accounts of Borrower (or if referring to another Person, such
other Person’s).

 “ Designee ”
shall have the meaning assigned to it in Section 6.18 hereof.

 “ Division ”
shall mean, with respect to any Person which is an entity, the division of such Person into two (2) or more separate such Persons, with
the dividing Person either continuing or terminating its existence as part of such division, including as contemplated under Section 18-217
of the Delaware Limited Liability Act for limited liability companies formed under Delaware law, or any analogous action taken pursuant
to any other Applicable Law with respect to any corporation, limited liability company, partnership or other entity. The word
“Divide,” when capitalized, shall have a correlative meaning.

 “ Dollars ”
and “ $ ” shall mean lawful money of the United States of America.

 “ Due Period ”
shall mean with respect to any Payment Date, (x) with respect to the accrual of interest (including Additional Interest), the period of
time beginning on the most recently preceding Payment Date through and including the day immediately preceding such Payment Date and (y)
with respect to the accrual of any other amounts hereunder (including the determination of Available Amounts available for application
on any Payment Date), the period of time beginning on the date immediately following the second most recent Reporting Date through and
including the Reporting Date for such Payment Date.

 “ Eligible Leases ”
shall mean those Leases that meet, as of any date of determination, all of the following requirements:

 (i) such
Lease has a Lease Term of no more than eighteen (18) months;

 (ii) such
Lease has a Current Lease Balance of not more than $5,000; provided that the aggregate amount of Eligible Leases that have a Current Lease
Balance of greater than $3,500 shall not exceed 10% of the aggregate sum of the Adjusted Current Lease Balance for all Eligible Leases
pledged as Collateral hereunder at any time;

 (iii) payments
under such Lease are due in Dollars and the Portfolio Documents do not permit the currency in which such Lease is payable to be changed,
and all previous payments have been made by the related Account Lessee and not by Holdings, Borrower or any Affiliate thereof;

 12

 (iv) payments
in respect of such Lease shall be due and payable weekly, bi-weekly, monthly or semi-monthly in equal installments;

 (v) such
Lease and all related Portfolio Documents shall be in full force and effect and shall represent a legal, or valid and binding and absolute
and unconditional payment obligation of the applicable Account Lessee enforceable against such Account Lessee in accordance with its terms
for the amount outstanding thereof without any right of rescission, offset, counterclaim or defense, except to the extent that enforceability
may be limited by Debtor Relief Laws and general principles of equity, and is not contingent in any respect for any reason (provided that
a Lease shall not be excluded (or determined not to be an Eligible Lease) solely pursuant to this clause (v) if any failure to meet the
criteria in this clause (v) relates solely to (A) funding status as described in clause (xxiv) below and/or (B) delivery status, if in
the case of this clause (B), such Lease otherwise meets the applicable requirements of clause (xxxv) below;

 (vi) to
Borrower’s knowledge after due inquiry, the applicable Account Lessee is not the subject of any proceeding under any Debtor Relief
Law;

 (vii) such
Lease is not a Defaulted Lease;

 (viii) such
Lease would not cause the percentage of Eligible Leases for which the Account Lessee thereon nor any guarantor thereof is an employee,
officer, director or Affiliate of, Holdings or Borrower to exceed 1% of Eligible Leases;

 (ix) Holdings
or Borrower shall not be engaged in any adverse litigation with the applicable Account Lessee in respect of such Lease;

 (x) such
Lease shall have been originated, documented and closed in accordance with the Underwriting Guidelines in all material respects and such
Lease and related Portfolio Documents shall not have been modified from their original terms in any material respect;

 (xi) the
applicable Account Lessee’s Lease application and the Portfolio Documents evidencing such Lease shall have been delivered to Agent
or Backup Servicer in accordance with Section 2.9 hereof and the related Verification Certificate shall not have any exceptions noted
by the Backup Servicer;

 (xii) such
Lease shall comply in all material respects with all Applicable Laws and all statutory or other applicable cancellation or rescission
periods related thereto have expired;

 (xiii) to
Borrower’s knowledge, all amounts and information in respect of such Lease or furnished to Agent in connection therewith shall be
true and correct and undisputed by the Account Lessee thereon or any guarantor thereof;

 (xiv) such
Lease shall not be a renewal, amendment, modification, waiver or extension of any Defective Lease or Defaulted Lease that was previously
substituted with an Eligible Lease, except as otherwise approved in writing by Agent;

 13

 (xv) neither
Borrower nor Holdings shall have made a Material Modification with respect to such Lease without the consent of Agent;

 (xvi) such
Lease shall not be evidenced by a judgment or have been reduced to judgment;

 (xvii) such
Lease shall not be a revolving line of credit;

 (xviii) such
Lease shall not have been specifically and separately reserved against by Borrower or Holdings (except for loss provisions that Borrower
or Holdings makes as part of its policies in accordance with GAAP), have been the subject of fraud of any kind or deemed charged-off or
non-collectible by Holdings, Borrower or Servicer in accordance with standard servicing procedures;

 (xix) the
form of Portfolio Documents relating to such Lease shall be (i) substantially in the form of the Portfolio Documents in use by Holdings
or Borrower as of the Closing Date, (ii) substantially in the form attached hereto as Exhibit D or (iii) otherwise in form and
content acceptable to Agent in its sole discretion and approved in advance by Agent in writing, in each case, except as may be required
by Applicable Law;

 (xx) following
the sale of such Lease to Borrower, such Lease shall be 100% owned by Borrower and no other Person (other than Borrower and Agent) owns
or claims any legal or beneficial interest therein;

 (xxi) the
Lease and all other Portfolio Documents requiring the signature of an Account Lessee was signed with a digital or electronic signature
that complies with the Uniform Electronic Transaction Act or, as applicable to the jurisdiction governing such Lease, the Electronic Signatures
in Global and National Commerce Act (E-Sign Act), including all consumer consent and other applicable provisions thereof;

 (xxii) such
Lease represents the undisputed, bona fide transaction created by Holdings in the ordinary course of Holdings’ business and completed
in accordance with the terms and provisions contained in the related Portfolio Documents;

 (xxiii) the
Account Lessee thereunder is a resident of the United States and/or its territories;

 (xxiv) such
Lease and the Inventory related to such Lease has been absolutely sold, transferred and conveyed by Holdings to Borrower and purchased
and accepted by Borrower from Holdings, pursuant to the Purchase and Sale Agreement and, after giving effect to such sale, transfer and
conveyance, such Lease shall be 100% owned by Borrower and no other Person (other than Borrower and Agent) owns or claims any legal or
beneficial interest therein (provided that, to the extent the Inventory has not yet transferred to Holdings or the Borrower because any
such Lease was originated on a Saturday, Sunday or other non-Business Day and therefore was not funded until the following Monday, Tuesday
or Wednesday, such Lease shall still be an Eligible Lease so long as (A) it meets the other relevant criteria of this definition and (B)
such Lease transaction shall have been (or will be) funded by the Borrower or an Affiliate thereof on or prior to the Wednesday immediately
following such Saturday, Sunday or non-Business Day (unless such

 14

 Wednesday is a non-Business Day, in
which case such funding shall have been made by the next Business Day);

 (xxv) except
as specifically addressed in clause (xxiv) above and/or clause (xxxv) below, no facts, events or occurrences exist that, in any way, impair
the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount of the Lease shown on any schedule,
or on all contracts, invoices or statements delivered to Agent with respect thereto;

 (xxvi) all
Account Lessees in connection with such Lease were of sufficient age to have the legal capacity to contract at the time any contract or
other document giving rise to the Lease was executed and generally have the ability to pay their debts as they become due;

 (xxvii)
no proceedings or actions are pending, in existence or are, to Borrower’s knowledge, threatened against any Account Lessee with
respect to such Lease could reasonably be expected to materially impair such Account Lessee’s ability to perform its obligations
under the applicable Lease, provided, that Borrower shall have no obligation to make any inquiry of any Account Lessee regarding the same;

 (xxviii)
such Lease and the Collateral related to such Lease have not been assigned or pledged to any Person other than Agent, for the benefit
of itself and the other Lenders;

 (xxix)
except as would not result in a failure to satisfy the requirements set forth in clause (xiv) above no instrument of release or waiver
has been executed in connection with any Portfolio Document with respect to such Lease, and the Account Lessee in respect of such Lease
has not been released from its obligations thereunder, in whole or in part, and no action has been taken by the Borrower to release any
collateral from the Portfolio Documents with respect to such Lease;

 (xxx) the
Account Lessee related to such Lease does not reside in a state for which a Regulatory Trigger Event has occurred and is continuing;

 (xxxi) such
Lease is not a Defective Lease;

 (xxxii) no
buyout or repurchase option with respect to such Lease or the Inventory that is the subject of such Lease has been exercised by the Account
Lessee related to such Lease;

 (xxxiii)
the goods that are the subject of such Lease shall consist solely of Inventory and related items;

 (xxxiv)
the Lease Contract Multiple with respect to such Lease is not less than 1.7x;

 (xxxv) such
Lease is for the leasing of goods (a) that, if the applicable merchant provides expected delivery date information, such expected delivery
date is occurring or has passed as of such date of determination (or, if such delivery date is not occurring or has not passed as of such
date of determination, such Lease is not a Lease that would cause Eligible Leases pledged as Collateral for which such expected date of
delivery is not yet occurring or has not passed (as of such date of determination) to exceed four percent (4%) (as determined

 15

 on the basis of the aggregate Current
Lease Balances of the Eligible Leases pledged as Collateral)), and at the time of such expected delivery were (or will be) new and in
good working order, and for which there are no outstanding disputes or (b) for which the applicable merchant does not provide expected
delivery date information and for which there are no outstanding disputes;

 (xxxvi)
the goods which are the subject of such Lease have not been (i) returned to Borrower by the Account Lessee, (ii) repossessed by Borrower,
or (iii) acquired by the Account Lessee by exercising any option to acquire said goods;

 (xxxvii) such
Lease is not a Lease that would cause (a) the Eligible Leases pledged as Collateral with Account Lessees who resided in any single State
at the time of the origination of such Lease to exceed thirty percent (30%) (as determined on the basis of the aggregate Current Lease
Balances of the Eligible Leases pledged as Collateral) or (b) the Eligible Leases pledged as Collateral with Account Lessees who resided
at the time of the origination of such Lease in all of the four (4) States with the highest aggregate Current Lease Balances of the Eligible
Leases pledged as Collateral to exceed fifty-five percent (55%) (as determined on the basis of the aggregate Current Lease Balances and
the Eligible Leases pledged as Collateral);

 (xxxviii)
such Lease is not a Lease that would cause Eligible Leases pledged as Collateral originated through (i) the Wayfair Inc. direct retail
partnership to exceed forty percent (40%) or (ii) any other single retail partnership of Borrower, Holdings or (x) prior to
a Parent Reorganization Transaction, Parent Entity and (y) following a Parent Reorganization Transaction, Katapult Intermediate
III Midco to exceed, unless otherwise approved by the
Agent in writing, twenty-five percent (25%) (in each case, as determined on the basis of the aggregate Current Lease Balances of the Eligible
Leases pledged as Collateral);

 (xxxix)
such Lease is not a Lease that would cause the quotient of Original Net Lease Cost to Lease Cost or all Eligible Leases to be less than
95%.

 (xl) such
Lease is not a Lease that would cause Eligible Leases pledged as Collateral that constitute Unmatured Defaulted Leases to exceed twelve
percent (12%) (as determined on the basis of the aggregate Current Lease Balances of the Eligible Leases pledged as Collateral);

 (xli) such
Lease is not a Lease that would cause the average Current Lease Balance of all Eligible Leases to exceed $1,200;

 (xlii) such
Lease shall have been originated in an Approved State.

 “ Equity Interests ”
shall mean, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership
units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however
designated) of or in such Person, whether voting or nonvoting, including, without limitation, common stock, options, warrants, preferred
stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights,

 16

 convertible notes or debentures, stock purchase
rights, membership unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one
or more of the foregoing.

 “ ERISA ”
shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

 “ ERISA Affiliate ”
shall mean, with respect to any Person, any trade or business (whether or not incorporated) which is treated as a single employer with
such Person under Section 414 of the Code or Section 4001 of ERISA.

 “ Event of Default ”
shall mean the occurrence of any event set forth in Article VIII .

 “ Exit Additional
Interest ” shall have the meaning assigned to it in Section 3.6(c) hereof.

 “ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended.

 “ Excluded Deposit
Account ” shall mean (i) deposit accounts or trust accounts specifically and exclusively used for payroll, payroll taxes, deferred
compensation and other employee wage and benefit payments to or for the direct benefit of a Credit Party’s employees, and (ii) escrow
accounts and other accounts holding funds for third parties, including that certain account maintained in the name of Holdings at Silicon
Valley Bank having account number 3302893366 so long as it is maintained for the benefit of Holdings’ landlord with respect to the
real property located at 27 West 24th Street, Suite 1101, New York, NY 10010.

 “ Excluded Taxes ”
shall have the meaning assigned to it in Section 13.8(a) hereof.

 “ Fair Valuation ”
shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized by a
willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis to an interested
buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

 “ FATCA ”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.

 “ First Amendment ”
means that certain Limited Waiver and First Amendment to Amended and Restated Loan and Secured Agreement d ated
as of November 2, 2025 by and among the Borrower, Holdings, the Parent Entity, the Agent and the Lenders.

 “ First Amendment
Effective Date ” shall have the meaning ascribed to the term “Limited Waiver Effective Date” in the First Amendment.

 17

 “ First Payment Default
Ratio ” shall mean, with respect to any Vintage Pool as of the date on which all Leases in such Vintage Pool have had their first
Scheduled Payment date occur and, subsequently, thirty (30) calendar days have elapsed, the percentage equivalent of the fraction (a)
whose numerator is the number of Pledged Leases comprising such Vintage Pool whose first Scheduled Payment (excluding any Scheduled Payment
that was due on the date of origination of a Lease) was thirty (30) calendar days delinquent and (b) whose denominator is the number of
all Pledged Leases comprising such Vintage Pool for which, as of the date of determination, have had their first Scheduled Payment date
occur and, subsequently, thirty (30) calendar days have elapsed.

 “ First Payment Default
Trigger Event ” shall mean the occurrence of any of the following events with respect to the portfolio of Pledged Leases securing
the Loan, in each case, to be tested as of the last day of each calendar month:

 (a) The
average First Payment Default Ratio for the three most recent Vintage Pools (excluding the Vintage Pool originated during the month ending
on the date of determination (i.e. as of end of December 2025, excluding the December 2025 Vintage Pool)) exceeds the Default Trigger
First Payment Default Ratio (Trailing Three Months T+30) set forth on Exhibit H-2; or

 (b) The
First Payment Default Ratio for any Vintage Pool (excluding the Vintage Pool originated during the month ending on the date of determination
(i.e. as of end of December 2025, excluding the December 2025 Vintage Pool)) exceeds the Default Trigger First Payment Default Ratio (T+30)
ratio set forth on Exhibit H-1.

 “ GAAP ”
shall mean generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States,
that are applicable to the circumstances as of the date of determination, consistently applied.

 “ Governmental Authority ”
shall mean any federal, state, municipal, national, local or other governmental department, court, commission, board, bureau, agency or
instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative or judicial, regulatory or
administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory
or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

 “ Guarantor ”
shall mean, at any time, collectively and each individually, all guarantors of the Obligations or any part thereof at such time, including,
without limitation, the Payment Guarantors and the Indemnity Guarantors.

 “ Guaranty ”
shall mean, collectively and each individually, all guarantees executed by any Guarantors, including, but not limited to, the Payment
Guaranty and the Indemnity Guaranty.

 18

 “ Hawthorn Side Letter ”
shall have the meaning set forth in the Katapult Merger Agreement.

 “ Hedging Transaction ”
of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered
into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection
transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction,
reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including
any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

 “ Holdings ”
shall have the meaning assigned to it in the introductory paragraph hereof.

 “ Indebtedness ”
of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily
paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (in which case non-recourse
Indebtedness, for the purpose of this clause (f) , shall be limited to the fair market value of the property subject to such Lien),
(g) all Guaranties or other Contingent Obligations by such Person of Indebtedness of others, (h) all capital lease obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

 “ Indemnified Persons ”
shall have the meaning assigned to it in Section 12.4 hereof.

 “ Indemnified Taxes ”
shall have the meaning assigned to it in Section 13.8(a) hereof.

 “ Indemnity Guarantor ”
shall mean each of (x) prior to a Parent Reorganization Transaction, Parent Entity, (y) following a Parent Reorganization Transaction,
Katapult Intermediate III Midco

 19

 and (z) at all times Holdings and each other Person
party to the Indemnity Guaranty from time to time.

 “ Indemnity Guaranty ”
shall mean each Indemnity Guaranty, dated as of the Original Closing Date, made by each Indemnity Guarantor in favor of Agent, as amended
from time to time. From and after a Parent Reorganization Transaction, the Parent Entity shall have no obligations under the
Indemnity Guaranty.

 “ Ineligible Lease ”
shall mean any Lease that fails at any time to meet all of the criteria set forth in the definition of “Eligible Lease” set
forth herein.

 “ Ineligible Transferee ”
shall have the meaning assigned to it in Section 12.2(a) hereof.

 “ Insured Event ”
shall have the meaning assigned to it in Section 12.4 hereof.

 “ Inventory ”
shall mean furniture, household furnishings, appliances, consumer electronics (including cell phones), fitness equipment, tools and/or
other moveable but non-perishable goods, together with accessories related thereto.

 “ Katapult Intermediate
III ” means Katapult Intermediate Holdings III, LLC, a Delaware limited liability company.

 “ Katapult Merger
Agreement ” means that certain Agreement and Plan of Merger dated as of December 11, 2025, by and among Parent Entity, Katapult
Merger Sub 1, Inc., Katapult Merger Sub 2, LLC, CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc., substantially in the form
of the attached Exhibit K , after giving effect to any modifications, amendments, consents or waivers thereto, other than those
modifications, amendments, consents or waivers that are adverse to the interests of the Agent or any Lender in their capacities as such
unless consented to by the Agent (such consent not to be unreasonably withheld or delayed).

 “ Katapult Merger
Transaction ” means the consummation of and the satisfaction of all conditions precedent to the merger of newly formed Subsidiaries
of Parent Entity to be formed in connection with such merger with and into each of (a) Aaron’s Intermediate Holdco, Inc. and (b)
CCF Holdings LLC and any related restructuring and other transactions as contemplated by, or entered into in connection with, the Katapult
Merger Agreement.

 “Katapult
Midco” means Katapult Midco LLC, a Delaware limited liability company.

 “ Key Man Trigger
Event ” shall mean the failure of Derek Medlin to be the president of Holdings, unless a successor president approved by the
Agent is appointed within ninety (90) days thereafter.

 “ Lease Contract Multiple ”
shall mean, for each Pledged Lease, quotient of (a) the aggregate dollar amount of the scheduled payments (excluding upfront payments,
application fees, and/or merchant discounts) owed by an Account Lessee over the term of such Pledged Lease and (b) the Lease Cost of such
Pledged Lease.

 20

 “ Lease Cost ”
shall mean, for any Pledged Lease, the total purchase price paid (excluding any delivery, installation and warranty costs charged to the
applicable Account Lessee) by Holdings to purchase the Inventory that is the subject of such Pledged Lease at the origination of such
Pledged Lease.

 “ Lease Term ”
shall mean, with respect to any Pledged Lease, the original term of the Lease to expiration calculated in calendar months.

 “ Leases ”
shall mean all rights to payment (including, without limitation, the Scheduled Payments) owing by an Account Lessee in respect of a lease
or leases, lease-to-own or other financial accommodations made or extended by Borrower (or a predecessor in interest, including, without
limitation, Holdings) to or for the benefit of such Account Lessee in connection with the purchase of Inventory. Any such Lease
shall include, without limitation, all rights (including payment rights and enforcement rights), claims and entitlements under or pursuant
to all related Portfolio Documents in respect thereof, and all supporting obligations in connection therewith.

 “ Lender ”
and “ Lenders ” shall have the meanings assigned to them in the introductory paragraph hereof.

 “ Lender Addition
Agreement ” shall have the meaning assigned to it in Section 12.2(a ) hereof.

 “ Lending Office ”
shall mean the office or offices of any Lender set forth opposite its name on the signature page hereto, as updated from time to time.

 “ Lien ”
shall mean any mortgage, deed of trust, deed to secure debt, or pledge, security interest, encumbrance, lien or charge of any kind (including
any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof),
or any other arrangement pursuant to which title to the property is retained by or vested in some other Person for security purposes.

 “ Liquidity ”
shall mean, as of any date of determination, the sum of the amount of (x) unrestricted cash and Cash Equivalents on hand of (i)
prior to the consummation of the Katapult Merger Transaction, Parent Entity and its Subsidiaries and
(ii) following the consummation of the Katapult Merger Transaction, Katapult Midco and its Subsidiaries, in each case as of such
date and (y) cash held in the Marqeta Account as of such date.

 “ Loan ”
shall mean, collectively, each Revolving Advance made by Lenders to the Borrower, any Protective Advances or other Advances by Agent or
Lenders pursuant to the terms hereof, and all Obligations related thereto.

 “ Loan Documents ”
shall mean, collectively and each individually, this Agreement, the Notes, the Security Documents, each Servicing Agreement, the Backup
Servicing Agreement, the Borrowing Base Certificate, the Collection Account Control Agreement, any other blocked account agreement or
account control agreement and all other agreements, documents, instruments and certificates heretofore or hereafter executed or delivered
to Agent and/or Lenders in connection with any of the foregoing or the Loan, as the same may be amended, modified or supplemented from
time to time.

 21

 “ Major Credit Card ”
shall mean a bank card issued by any VISA USA, Inc., MasterCard International Incorporated, American Express Company or Discover Bank.

 “ Marqeta Account ”
shall mean a bank account of Marqeta Inc. or one of its Affiliates (collectively, “ Marqeta ”) into which Parent Entity
makes payments to satisfy Parent Entity’s minimum balance obligation and to fund additional amounts to purchase Inventory leased
under virtual “KPay” Leases, in each pursuant to or in connection with Parent Entity’s virtual credit card program with
Marqeta.

 “ Material Agreements ”
shall mean (a) all instruments, agreements, indentures or notes governing the terms of any Indebtedness, (b) the Purchase and Sale Agreement,
(c) the Servicing Agreement and (d) all other agreements, documents, contracts, indentures and instruments (x) involving the performance
of services, delivery of goods or materials, or payments by or to the applicable Person of an amount or value in excess of $500,000 in
the aggregate per year for agreements of Borrower and $1,000,000 in the aggregate per year for agreements of any other Credit Party, other
than (i) leases of real property, (ii) merchant service agreements, (iii) payment processing agreements, (iv) professional service contract,
(v) service agreements (including with respect to software and other information technology), (vi) advertising, promotional and/or marketing
agreements and (vii) employment agreements or (y) of which a default, breach or termination could reasonably be expected to result in
a Material Adverse Effect.

 “ Material Adverse
Effect ” shall mean any event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities
or circumstances or any change(s) which:

 (i) has
had or reasonably could be expected to have a material adverse effect upon or change in (a) the legality, validity or enforceability of
any Loan Document, (b) the perfection or priority of any Lien granted to Agent or any Lender under any of the Security Documents or (c)
the value, validity, enforceability or collectability of a material portion of the Pledged Leases or any of the other Collateral;

 (ii) has
been or reasonably could be expected to be material and adverse to the value of the business, operations, properties, assets, liabilities
or financial condition of any Credit Party; or

 (iii) has
materially impaired or reasonably could be expected to materially impair the ability of the Credit Parties to perform any of the Obligations
or their obligations under the Loan Documents.

 “ Material Modification ”
means any modification of a Lease that would (a) forgive any scheduled repayment, (b) reduce the interest rate, (c) reduce the Current
Lease Balance of the Lease or (d) be materially adverse to Agent and/or Lenders.

 “ Maturity Date ”
shall mean December 4, 2026.

 “ Maximum Revolving
Loan Amount ” shall mean at any time the aggregate amount of the Revolving Loan Commitments held by all Lenders at such time.

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 “ Maximum Rate ”
shall mean the highest lawful and non-usurious rate of interest applicable to the Loan, that at any time or from time to time may be contracted
for, taken, reserved, charged, or received on the Loan and the Obligations under the laws of the United States and the laws of such states
as may be applicable thereto, that are in effect or, to the extent allowed by such laws, that may be hereafter in effect and that allow
a higher maximum nonusurious and lawful interest rate than would any Applicable Laws now allow.

 “ Maximum Warrant
Shares ” shall mean the “Maximum Warrant Shares” under and as defined in the Closing Date Warrants.

 “ Minimum
Trailing Three-Month Net Originations ” shall mean the difference between (i) the aggregate Lease Cost (as of
the origination date of such Leases) of all newly originated Leases in the immediately trailing three calendar month period and (ii) the
aggregate Lease Cost (as of the origination date of such Leases) of all Leases that have been cancelled and/or refunded (in part or in
whole) in the immediately trailing three calendar month period.

 “ Minimum Utilization
Additional Interest ” shall have the meaning set forth in Section 3.6 hereof.

 “ Minimum Utilization
Ratio ” shall mean fifty percent (50%).

 “ Monthly Servicing
Report ” shall mean each monthly report prepared by the Servicer in accordance with the Servicing Agreement substantially in
the form of Exhibit C attached hereto.

 “ Non-Consenting Lender ”
shall have the meaning assigned to it in Section 10.4(d).

 “ Non-Funding Lender ”
shall have the meaning assigned to it in Section 13.7 .

 “ Note(s) ”
shall mean, individually and collectively, any Notes payable to the order of the Agent, for the benefit of Lenders, or payable to a Lender,
executed by Borrower evidencing the Loan, as the same may be amended, modified, supplemented and/or restated from time to time.

 “ Obligations ”
shall mean, without duplication, all present and future obligations, Indebtedness and liabilities of Borrower to Agent and Lenders at
any time and from time to time of every kind, nature and description, direct or indirect, secured or unsecured, joint and several, absolute
or contingent, due or to become due, matured or unmatured, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated,
under any of the Loan Documents or otherwise relating to this Agreement, any Notes and/or the Loan, including, without limitation, principal,
interest, all applicable fees, charges and expenses and/or all amounts paid or advanced by Agent or a Lender on behalf of or for the benefit
of Borrower for any reason at any time, and including, in each case, obligations of performance as well as obligations of payment and
interest that accrue after the commencement of any proceeding under any Debtor Relief Law by or against Borrower.

 “ OFAC ”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

 “ Original Closing
Date ” shall mean May 14, 2019.

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 “ Original Loan Agreement ” shall
have the meaning assigned to it in the recitals hereof.

 “ Original Net Lease
Cost ” shall mean, for each Lease, the difference between (a) the total retail price charged to the Account Lessee (including
any delivery, installation and warranty costs) related to such Lease and (b) any upfront Account Lessee payments (including, but not limited
to, application fees), and merchant discounts associated with such Lease.

 “ Other Lender ”
shall have the meaning assigned to it in Section 13.7 hereof.

 “ Other Taxes ”
shall have the meaning assigned to it in Section 13.8(b) hereof.

 “ PAC ” shall
mean an arrangement whereby an Account Lessee makes Scheduled Payments under a Pledged Lease via pre-authorized debit.

 “ Parent Entity ”
shall have the meaning assigned to it in the introductory paragraph hereof.

 “ Parent Reorganization
Transaction ” shall mean the contribution by Parent Entity of 100% of the Equity Interests of Holdings to Katapult Intermediate
III Midco , so long as, substantially contemporaneously
therewith (i) Katapult Intermediate III Midco
shall have executed a joinder, in a form reasonably acceptable to Agent, to this Agreement, the Payment Guaranty, the Indemnity Guaranty
or another guaranty and security agreement(s) reasonably satisfactory to the Agent and (ii) delivers to Agent any new certificate issued
(if any) to evidence the contributed Equity Interests of Holdings.

 “ Participant ”
shall have the meaning assigned to it in Section 12.2(b) hereof.

 “ Patriot Act ”
shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
P.L. 107-56, as amended.

 “ Payment Date ”
shall mean any Scheduled Payment Date or Additional Payment Date, as context requires.

 “ Payment Guarantor ”
shall mean each of (x) prior to a Parent Reorganization Transaction, Parent Entity, (y) following a Parent Reorganization Transaction,
Katapult Intermediate III Midco
and (z) at all times, Holdings, each subsidiary of Holdings (other than Borrower) and each other Person party to the Payment Guaranty
from time to time.

 “ Payment Guaranty ”
shall mean that certain Corporate Guaranty and Security Agreement dated as of the Original Closing Date made by Holdings, Parent Entity
and each subsidiary of Holdings (other than Borrower) from time to time party thereto, in favor of Agent, as amended from time to time. From
and after a Parent Reorganization Transaction, the Parent Entity shall have no obligations under the Payment Guaranty.

 “ Permit ”
shall mean collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.

 “ Permitted Discretion ”
shall mean a determination or judgment made in good faith in the exercise of reasonable (from the perspective of a secured lender) credit
or business judgment.

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 “ Permitted Holder ”
shall mean (i) any “Permitted Holder” set forth on Exhibit I as of the Closing Date and their respective Affiliates (including
any affiliated advisors and their managed funds and accounts), (ii) Blue Owl Alternative Credit Advisors and its Affiliates (including
any affiliated advisors and their managed funds and accounts) and Atalaya Capital Management and its Affiliates (including any affiliated
advisors and their managed funds and accounts) (iii) Hawthorn Horizon Credit Fund, LLC, HHCF Series 21 Sub, LLC and their respective Affiliates
(including any affiliated advisors and their managed funds and accounts), (iv) IQV Holdco, LLC and its Affiliates and (v) KMJ Group Holdings,
LLC and its Affiliates.

 “ Permitted Indebtedness ”
shall mean: (a) the Obligations; (b) existing Indebtedness listed on Schedule 7.1 hereof; (c) Indebtedness consisting of Permitted Loans
made by one or more Credit Parties to any other Credit Party; (d) interest rate hedges that are entered into by Credit Parties to hedge
their risks with respect to outstanding Indebtedness of Credit Parties and not for speculative or investment purposes; (e) trade debt
incurred in the ordinary course of business; (f) Indebtedness consisting of financing of insurance premiums in respect of insurance policies
owned by a Credit Party in the ordinary course of business (the Indebtedness under this clause (f), “ Permitted Insurance Premium
Indebtedness ”); (g) Guaranties by, or other Contingent Obligations of, any Credit Party of Permitted Indebtedness of another
Credit Party and (h) any Indebtedness incurred by Katapult Intermediate III Midco
in connection with a Parent Reorganization Transaction and the consummation of the Katapult Merger Agreement pursuant to the Hawthorn
Side Letter or any debt facility documents described in the Hawthorn Side Letter, solely to the extent that such Indebtedness is subordinated
to the rights of the Agent and the Lenders under the Loan Documents pursuant to a written agreement in form and substance reasonably satisfactory
to Agent (the “ Permitted Hawthorn Debt ”).

 “ Permitted Liens ”
shall mean Liens of Borrower permitted under Section 7.2 hereof.

 “ Permitted Loan ”
shall mean, with respect to any Credit Party, an intercompany loan owed by such Credit Party to another Credit Party, which intercompany
loan is unsecured and subject to a subordination agreement substantially in form and substance satisfactory to Agent in its Permitted
Discretion.

 “ Person ”
shall mean an individual, a partnership, a corporation, a limited liability company, a business trust, a joint stock company, a trust,
an unincorporated association, a joint venture, a Governmental Authority or any other entity of whatever nature.

 “ Pledge Agreement ”
shall mean that certain Pledge Agreement made by Holdings in favor of Agent, as the same may be amended, modified, supplemented and/or
restated from time to time.

 “ Pledged Leases ”
shall mean each Lease pledged as Collateral hereunder in accordance with Section 2.8 hereof or any other Loan Document. For the
avoidance of doubt, the term “Pledged Leases” shall not include any Third Party Serviced Lease.

 “ Portfolio Documents ”
shall mean, collectively, any Lease or contract, and any other agreement or document executed and delivered by an Account Lessee in connection
with such Lease to or for the benefit of Holdings or any subsequent transferee thereof, including renewals, extensions, modifications
and amendments thereof.

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 “ Prepayment Date ”
shall mean (i) the date of prepayment of Revolving Advances pursuant to Section 2.5(b), and (ii) or the date of any prepayment
of the Loans pursuant to Section 2.6(a) or Section 2.6(b), as applicable.

 “ Pro Rata Share ”
shall mean, (a) with respect to any Lender as to all Lenders holding Revolving Loan Commitments or Revolving Advances, the percentage
obtained by dividing (i) the aggregate amount of the Revolving Loan Advances outstanding made by such Lender by (ii) the aggregate amount
of all the Revolving Loan Advances outstanding, as such percentage may be adjusted by assignments as permitted hereunder; provided, however,
that if no Revolving Loan Advances are outstanding, then the percentage shall be obtained by dividing (i) the sum of the Revolving Loan
Commitment each held by such Lender by (ii) the sum of the aggregate amount of all of the Revolving Loan Commitments, (b) with respect
to any Lender as to all Lenders holding Class A-1 Revolving Loan Commitments or Class A-1 Revolving Advances, the percentage obtained
by dividing (i) the aggregate amount of the Class A-1 Revolving Loan Advances outstanding made by such Lender by (ii) the aggregate amount
of all the Class A-1 Revolving Loan Advances outstanding, as such percentage may be adjusted by assignments as permitted hereunder; provided,
however, that if no Class A-1 Revolving Loan Advances are outstanding, then the percentage shall be obtained by dividing (i) the sum of
the Class A-1 Revolving Loan Commitment each held by such Lender by (ii) the sum of the aggregate amount of all of the Class A-1 Revolving
Loan Commitments, and (c) with respect to any Lender as to all Lenders holding Class A-2 Revolving Loan Commitments or Class A-2 Revolving
Advances, the percentage obtained by dividing (i) the aggregate amount of the Class A-2 Revolving Loan Advances outstanding made by such
Lender by (ii) the aggregate amount of all the Class A-2 Revolving Loan Advances outstanding, as such percentage may be adjusted by assignments
as permitted hereunder; provided, however, that if no Class A-2 Revolving Loan Advances are outstanding, then the percentage shall be
obtained by dividing (i) the sum of the Class A-2 Revolving Loan Commitment each held by such Lender by (ii) the sum of the aggregate
amount of all of the Class A-2 Revolving Loan Commitments. The terms “Pro Rata Basis” when capitalized, shall have a correlative
meaning.

 “ Protective Advance ”
shall have the meaning assigned to it Section 2.7(b) .

 “ Purchase and Sale
Agreement ” shall mean that certain Master Purchase and Sale Agreement, dated as of the Original Closing Date, by and between
Holdings, as seller of the Pledged Leases, and Borrower, as purchaser of the Pledged Leases, as the same may be amended, modified, supplemented,
restated, replaced or renewed in writing from time to time.

 “ Receipt ”
shall have the meaning assigned to it in Section 12.5 hereof.

 “ Register ”
shall have the meaning assigned to it in Section 12.2(c) hereof.

 “ Regulatory Trigger
Event ” shall mean (x) a “Level One Regulatory Trigger Event” which shall mean, the commencement by any Governmental
Authority of any formal inquiry or investigation (which for the avoidance of doubt excludes any Routine Inquiry), legal action or proceeding,
against (i) any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any of Borrower’s
Affiliates challenging its authority to originate, hold, own, service, collect, pledge or enforce any Pledged Lease with respect to the
residents of

 26

 any state, or otherwise alleging any non-compliance
by any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any of Borrower’s
Affiliates with such state’s Applicable Laws related to originating, holding, collecting, pledging, servicing or enforcing such
Pledged Leases or otherwise related to such Pledged Leases; (ii) any of Borrower, Holdings, Servicer, any third party that has been engaged
by Servicer or as a sub-servicer or any of Borrower’s Affiliates, relating to the operation of its business; or (iii) the consumer
leasing industry or consumer retail installment contract industry or any member of such industries, which the Agent, in its Permitted
Discretion, believes would have a material adverse effect on either of such industries, as a whole, which inquiry, investigation, legal
action or proceeding is not released or terminated in a manner acceptable to Agent in its Permitted Discretion within forty-five (45)
calendar days of commencement thereof or (y) a “Level Two Regulatory Trigger Event” which shall mean the issuance or entering
of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction,
order or ruling against any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any
of Borrower’s Affiliates related in any way to the originating, holding, collecting, pledging, servicing or enforcing of any Pledged
Leases or rendering the Purchase and Sale Agreement or Portfolio Documents unenforceable in such state; provided , that, in each
case, upon the favorable resolution of such inquiry, investigation, action or proceeding as determined by Agent in its Permitted Discretion
and confirmed by written notice from Agent (whether by judgment, withdrawal of such action or proceeding or settlement of such action
or proceeding), such Regulatory Trigger Event for such Governmental Authority shall cease to exist immediately upon such determination
by Agent.

 “ Release Price ”
shall mean an amount equal to the then Current Lease Balance of the Pledged Lease as of the close of business on the last Business Day
of the Due Period relating to the Payment Date immediately preceding the date on which the release is to be made.

 “ Request for Revolving
Advance ” shall have the meaning assigned to it in Section 4.2(a) hereof.

 “ Required Loan Overadvance
Principal Payment ” shall mean, with respect to any Payment Date, the positive difference, if any, as of the Reporting Date preceding
such Payment Date of (a) the outstanding principal balance of the Revolving Advances (prior to giving effect to any payments to be made
on such Payment Date) minus (b) the Borrowing Base.

 “ Requisite Lenders ”
shall mean at any time Lenders then holding fifty-one percent (51%) or more of the aggregate amount of the Advances then outstanding,
 provided , that at any time that Agent and its Affiliates collectively own more than thirty five percent (35%) or more of the aggregate
amount of the Advances then outstanding, then Requisite Lenders must include Agent and any matter requiring the consent or approval of
Requisite Lenders shall require the consent or approval of Agent.

 “ Requisite Special
Stockholder Meeting ” shall mean the special meeting of the stockholders of the Parent Entity to approve the issuance of the
Maximum Warrant Shares upon the exercise of the Closing Date Warrants and, if applicable, an amendment to the charter to increase the
authorized and unissued Common Stock of the Parent Entity to the amount of the Maximum Warrant Shares under the Closing Date Warrants.

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 “ Requisite Stockholder
Approval ” shall have the meaning set forth in Section 5.3 hereof.

 “ Responsible Officer ”
shall mean the chief executive officer, chief financial officer, chief accounting officer or the president of Borrower, or any other officer
having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial
information, the chief financial officer, chief accounting officer, the treasurer or the controller of Borrower, or any other officer
having substantially the same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate
delivered to Agent, in form and substance acceptable to Agent in its sole discretion.

 “ Revolving Advance ”
or “ Revolving Loan Advance ” shall have the meaning assigned to it in Section 2.1 hereof.

 “ Revolving Calculated
Rate ” shall have the meaning assigned to it in Section 2.2 hereof.

 “ Revolving Credit
Period ” shall mean the period beginning on the Closing Date and ending on the Maturity Date, unless terminated earlier in accordance
with the provisions hereof.

 “ Revolving Loan Commitment ”
shall mean the commitment of a Class A Lender to make or otherwise fund Revolving Loan Advances and “ Revolving Loan Commitments ”
shall mean such commitments of all Lenders to fund Revolving Loan Advances in the aggregate. The amount of each Lender’s
Revolving Loan Commitment, if any, is set forth on Schedule B attached hereto, subject to any adjustment or reduction pursuant
to the terms and conditions hereof. The aggregate amount of the Revolving Loan Commitments as of the First Amendment Effective
Date is $110,000,000.00 (which, for the avoidance of doubt, is comprised of Class A-1 Revolving Loan Commitments in an amount equal to
$90,000,000.00 and Class A-2 Revolving Loan Commitments in an amount equal to $20,000,000.00, in each case, as set forth on Schedule
B attached hereto).

 “ Routine Inquiry ”
shall mean, without limitation, any inquiry, written or otherwise, made by a competent Governmental Authority with legal authority to
regulate the activities of Borrower, Holdings or their respective Affiliates with respect to the Leases, made via a form letter or otherwise
in connection with the routine transmittal of a consumer complaint or an alleged failure to comply with such State’s lending licensing
requirements or its deferred deposit or “payday” lending laws or similar laws that are not applicable to Borrower, Holdings
or their respective Affiliates with respect to the Leases.

 “ Scheduled Payment ”
shall mean the originally scheduled weekly, bi-weekly or monthly payment by or on behalf of an Account Lessee on a Lease.

 “ Scheduled Payment
Date ” shall mean Friday of each calendar week that the Loans are outstanding, or if such day is not a Business Day, the next
succeeding Business Day; provided that, if the Borrower timely delivers a Borrowing Base Certificate on Tuesday (rather than Wednesday)
of a calendar week, then the Scheduled Payment Date for such calendar week shall be Thursday of such calendar week (so long as such Thursday
is a Business Day).

 “ Second Amendment
Effective Date ” shall mean December 11, 2025.

 “ Securities Act ”
shall mean the Securities Act of 1933, as amended.

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 “ Security Documents ”
shall mean this Agreement, each Guaranty, the Collateral Assignment of Purchase Agreement, the Pledge Agreement, UCC financing statements,
the Collection Account Control Agreement, other agreements related to Deposit Accounts, and all other documents or instruments necessary
to create or perfect the Liens in the Collateral, as such may be modified, amended or supplemented from time to time.

 “ Servicer ”
shall mean Holdings or such other Person, prior to the occurrence of an Event of Default, designated and engaged by the Borrower and approved
by Agent (including…