Katapult Holdings Inc

Any Term Loan Conversion shall be subject to the following terms:

1. CONVERSION OF TERM LOAN. The Term Loan shall be convertible into shares of Conversion Stock, on the terms and conditions set forth in this Section 1.

(a)Conversion Right. No Lender shall have any Conversion Rights prior to the receipt of the Requisite Stockholder Approval. Following the receipt of the Requisite Stockholder Approval, on or at any time after the earliest to occur of (i) the date that is twelve (12) months from date of receipt of the Requisite Stockholder Approval, (ii) June 30, 2026 or (iii) the occurrence of an Event of Default that is then continuing, the Class B Lenders (the “Required Class B Lenders”) holding fifty-one percent (51%) or more of the aggregate amount of Advances under the Term Loan shall be entitled to cause all Class B Lenders to convert up to one hundred percent (100%) of the outstanding and unpaid Conversion Amount in a minimum Conversion Amount of $1,000,000 (or such lesser amount if such lesser amount constitutes the remaining outstanding Advances under the Term Loan), into duly authorized, validly issued, fully paid and nonassessable shares of Conversion Stock in accordance with Section 1(c), at the Conversion Rate (as defined below). The Parent Entity shall not issue any fraction of a share of Conversion Stock upon any Term Loan Conversion. If any Term Loan Conversion would result in the issuance of a fraction of a share of Conversion Stock, the Parent Entity shall pay a cash amount based on the Last Reported Sale Price of the Common Stock on the on the Conversion Date or, if such date is not a Trading Day, the immediately preceding Trading Day. The Parent Entity shall pay, or cause to be paid, any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Conversion Stock upon any Term Loan Conversion, except to the extent incremental transfer, stamp or similar taxes are due because the applicable Class B Lender requests such Common Stock to be issued in a name other than the applicable Class B Lender’s name, in which case such Class B Lender shall pay that incremental tax (with the Parent Entity remaining responsible for any and all transfer, stamp and similar taxes that would be payable with respect to such issuance and delivery as if the recipient been such Class B Lender). Notwithstanding anything herein to the contrary, no Lender shall have any Conversion Rights (and any Conversion Rights having theretofore been exercised but not yet settled under this Exhibit K shall be deemed not to have been exercised) if any Conversion Delay Event has occurred and is continuing, until the date immediately following the date on which the applicable number of days in respect of such Conversion Delay Event set forth in Section 1(c)(ii) have elapsed beginning on, and including, the date such Conversion Delay Event occurred.

(b)Conversion Rate. The number of shares of Conversion Stock issuable upon any Term Loan Conversion pursuant to Section 1(a) (the “Conversion Rate”) shall be determined by dividing (x) the relevant Conversion Amount by (y) the Conversion Price.

(i) “Conversion Price” means, the greater of (A) $2.00 per share of Conversion Stock (the “Floor Price”), subject to adjustment as provided herein, and (B) a price per share of Conversion Stock which is at a discount (the “Discount”) of fifty percent (50%) to the average of the Weighted Average Prices of the Common Stock for the twenty (20) consecutive Trading Days ending on the date of the applicable Conversion Notice (the “VWAP Period”); provided, however, that in the event that the Weighted Average Price of the Common Stock on any Trading Day during the VWAP Period exceeds $10.00 (the “Discount Reduction Threshold”) per share of Common Stock, for each $0.50 (the “Discount Reduction Increment”) per share increase in excess of the Discount Reduction Threshold, the Discount shall be reduced by five percent (5%) (e.g., subject to Sections 3 and 4, if the Weighted Average Price is $12.00 per share, the Discount would be thirty percent (30%);, if the Weighted Average Price is $13.50 per share, the Discount would be fifteen percent (15%); and if the Weighted Average Price is $15.00 per share, the Discount would be zero percent (0%)). The Floor Price, the Discount Reduction Threshold and the Discount Reduction Increment are referred to collectively as the “Conversion Values.”