Exhibit 10.20(c)
NTH CYCLE, INC.
AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT
ThisAmendmentNo.3totheNoteandWarrantPurchaseAgreementdatedasofApril24, 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”)soldpursuanttothatcertainNoteandWarrantPurchaseAgreementdatedasofJune27, 2025, by and among theCompany and the Purchasers named therein, as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated July 9, 2025 and that certain AmendmentNo.2toNoteandWarrantPurchaseAgreement,datedAugust31,2025(asamended, the“PurchaseAgreement”).CapitalizedtermsusedbutnototherwisedefinedinthisAmendment 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, 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 agreeas follows:
1. Amendment.Section3.4(a)(iii)ofthePurchaseAgreementisherebyamendedand restated in its entirety as follows:
“The “Capped Price”shall be equal to the per share price impliedby 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 andallotherrightstoacquirecapitalstockoftheCompanyoutstandingatthetimeofsuch 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,theNotes,theWarrants,andtheSubordinationAgreementsshallremaininfullforce and effect in all respects without any modification. This Amendment shall be effective upon the execution by the Company andthe Purchasers representing the Note ApprovalAmount andshall 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,eachofwhichshallbedeemedtobeanoriginal,andallofwhichshallconstituteone and the samedocument.ThisAmendment maybeexecuted byelectronicor facsimilesignatures.
[Signature page follows.]
INWITNESSWHEREOF,thepartieshaveexecutedthis AmendmentNo.3toNoteand Warrant Purchase 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 |
Signature Page to Amendment No. 3 to Note and Warrant Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Note and Warrant Purchase Agreement as of the day and year first written above.
| # INVESTORS: | |
| ## DC THOMSON & COMPANY LIMITED | |
| By: | /s/ John Thomson |
| Name: | John Thomson |
| Title: | Director |
Signature Page to Amendment No. 3 to Note and Warrant Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Note and Warrant Purchase Agreement as of the day and year first written above.
| # INVESTORS: | |
| ## V.M.SALGAOCAR&BRO.(SINGAPORE)PTE LTD. | |
| By: | /s/ Vivek Salgaocar |
| Name: | Vivek Salgaocar |
| Title: | Founder |
Signature Page to Amendment No. 3 to Convertible Note Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Note and Warrant Purchase Agreement as of the day and year first written above.
| # INVESTORS: | |
| ## PROSPECTINNOVATIONPTELTD. | |
| By: | /s/ Vivek Salgaocar |
| Name: | Vivek Salgaocar |
| Title: | Founder |
Signature Page to Amendment No. 3 to Convertible Note Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Note and Warrant Purchase Agreement as of the day and year first written above.
| # INVESTORS: | |
| ## MMCATALYSTFUNDLLC | |
| By: | /s/ Elizabeth Roberts |
| Name: | Elizabeth Roberts |
| Title: | Managing Director |
Signature Page to Amendment No. 3 to Convertible Note Purchase Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to Note and Warrant Purchase Agreement as of the day and year first written above.
| # INVESTORS: | |
| /s/ Bryan White | |
| Bryan White | |
| ## SAHSENINVESTMENTSII,LLC | |
| By: | /s/ Bryan White |
| Name: | Bryan White |
| Title: | Managing Member |
Signature Page to Amendment No. 3 to Convertible Note Purchase Agreement