Exhibit 10.22(a)
NTH CYCLE,INC.
AMENDMENTTO NOTE PURCHASEAGREEMENT
This Amendment to the Note Purchase Agreement dated as of May 1, 2026 (this “Amendment”),ismadebyandamongNthCycle,Inc.,aDelawarecorporation(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 CompanyandthePurchasersnamedtherein(the“PurchaseAgreement”).Capitalizedtermsused but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement.
WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreement maybeamended, modified, or terminated withthewritten consentof theholdersof a majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);
WHEREAS,thepartiesdesiretoamendthePurchaseAgreementtoextendthetimeperiod 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 agreeas follows:
1.
Amendment.Section2.1ofthePurchaseAgreementisherebyamendedandrestated in its entirety as follows:
“Notes. Subject tothe terms and conditions of thisAgreement, each closing (collectively, the“Closings”)ofthesaleandpurchaseofNotesunderthisAgreementshalltakeplaceat 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 additionalclosingstoselltheremainingNotesatanytimeonorbeforeMay22,2026(such date,the“FinalClosingDate”).AteachClosing,theCompanyshalldeliveraNotetoeach 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 warrantyregardingitsabilitytosecuresubscriptionsforthe purchaseof,thefullprincipal amount of the Notes available for issuance hereunder.”
2.
No Other Amendment.Except as modified by this Amendment, the Purchase Agreement, the Notes 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 theCompanyandthePurchasersrepresentingtheNoteApprovalAmountandshallbebindingon 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,eachofwhichshallbedeemedtobeanoriginal,andallofwhichshallconstituteone andthesamedocument.ThisAmendmentmaybeexecutedbyelectronicorfacsimilesignatures.
[Signature page follows.]
INWITNESSWHEREOF,thepartieshaveexecutedthis AmendmenttoNotePurchase Agreement as of the day and year first written above.
| # COMPANY:# NTHCYCLE, INC. | |
| By: | /s/ Megan O’Connor |
| Name: | Megan O’Connor |
| Title: | ChiefExecutive Officer |
SignaturePagetoAmendmentto NotePurchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment to Note Purchase Agreement as of the day and year first written above.
| # INVESTORS:# DCTHOMSON& COMPANYLIMITED | |
| By: | /s/ John Thomson |
| Name: | John Thomson |
| Title: | Director |
SignaturePagetoAmendment toNotePurchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment to Note Purchase Agreement as of the day and year first written above.
| # INVESTORS:# WISDOMWARRIORI LP | |
| By: | /s/ Gary Griffiths |
| Name: | Gary Griffiths |
| Title: | ManagingDirector |
SignaturePagetoAmendment toNotePurchase Agreement