NTH CYCLE, INC.

AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT

This Amendment No. 3 to the Note and Warrant Purchase Agreement dated as of April 24, 2026 (this “Amendment”), is made by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the undersigned holders of subordinated convertible promissory notes (the “Notes”) sold pursuant to that certain Note and Warrant Purchase Agreement dated as of June 27, 2025, by and among the Company and the Purchasers named therein, as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated July 9, 2025 and that certain Amendment No. 2 to Note and Warrant Purchase Agreement, dated August 31, 2025 (as amended, the “Purchase Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement.

WHEREAS, pursuant to Section 8.7 of the Purchase Agreement, any term of the Purchase Agreement may be amended, modified, or terminated with the written consent of the holders of a majority of the then-outstanding aggregate principal amount of the Notes (such majority the “Note Approval Amount”);

WHEREAS, the parties desire to amend the Purchase Agreement to clarify the terms governing the automatic conversion of the Notes; and

WHEREAS, the undersigned holders of Notes, constituting at least the Note Approval Amount, desire to enter into this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Purchase Agreement, the parties hereto agree as follows:

1. Amendment. Section 3.4(a)(iii) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“The “Capped Price” shall be equal to the per share price implied by a fully-diluted, pre-money valuation of $235,000,000 (which valuation includes all shares of capital stock issued and outstanding immediately prior to such Qualified Financing, including all allocated and unallocated options pursuant to the Company’s 2020 Stock Incentive Plan, any increase to the option pool made prior to or at the time of such Qualified Financing and all other rights to acquire capital stock of the Company outstanding at the time of such Qualified Financing, exclusive of the Notes, any other convertible notes or other convertible securities).”

2. No Other Amendment. Except as modified by this Amendment, the Purchase Agreement, the Notes, the Warrants, and the Subordination Agreements shall remain in full force and effect in all respects without any modification. This Amendment shall be effective upon the execution by the Company and the Purchasers representing the Note Approval Amount and shall be binding on all Purchasers.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the conflicts of law provisions thereof.

4. Counterparts; Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Amendment may be executed by electronic or facsimile signatures.

[Signature page follows.]