Exhibit 10.22(a)
NTH CYCLE, INC.
AMENDMENT TO NOTE PURCHASE AGREEMENT
This Amendment to the Note Purchase Agreement dated as of May 1, 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 Purchase Agreement dated as of April 24, 2026, by and among the Company and the Purchasers named therein (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 extend the time period during which the Company may sell Notes following the initial Closing Date; 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:
“Notes. Subject to the terms and conditions of this Agreement, each closing (collectively, the “Closings”) of the sale and purchase of Notes under this Agreement shall take place at Foley Hoag LLP, Seaport West, 155 Seaport Boulevard, Boston, MA 02210-2600 (or remotely via the exchange of documents and signatures) on or after the date hereof (the date of each such Closing, a “Closing Date”). The Company may conduct one or more additional closings to sell the remaining Notes at any time on or before May 22, 2026 (such date, the “Final Closing Date”). At each Closing, the Company shall deliver a Note to each Purchaser participating in such Closing in the original principal amount set forth next to such Purchaser’s name on its signature page hereto, and each Purchaser shall pay to the Company the purchase price therefor, which shall be equal to such original principal amount. The Company is under no obligation to sell, and makes no representation or warranty regarding its ability to secure subscriptions for the purchase of, the full principal amount of the Notes available for issuance hereunder.”