Exhibit 10.22

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement is dated as of April 24, 2026 (the “Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the individuals and entities who become parties to this Agreement by executing and delivering a Note Purchase Agreement Signature Page in the form of Exhibit A hereto in accordance with Section 2 hereof (each a “Purchaser” and, collectively, the “Purchasers”), which Purchasers shall be set forth on the Schedule of Purchasers attached hereto.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1.

Authorization; Sale of Notes.

1.1.

Authorization.The Company has duly authorized the sale and issuance, pursuant to the terms of this Agreement, at one or more closings, of Subordinated Convertible PromissoryNotesintheformattachedheretoasExhibitBintheaggregateprincipalamountofup to $15,000,000 (each a “Note” and, collectively, the “Notes”).

1.2.

Use of Proceeds.The Company will use the proceeds from the sale of the Notesfor(i)expensesrelatedtohiringadditionalstaff,(ii)expensesrelatedtoindustrializationof theCompany’srareearthandcopperplatforms,(iii)developmentoftwo,large-scalecommercial black mass refining projects, (iv) executing a potential deSPAC transaction, and (v) working capital and other general corporate purposes.

2.

Closings.

2.1.

Notes.SubjecttothetermsandconditionsofthisAgreement,eachclosing (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 eachsuchClosing,a“ClosingDate”).TheCompanymayconductoneormoreadditionalclosings to sell the remaining Notes at any time until the earliest of (i) sixty (60) days following the initial ClosingDate,(ii)thetimeatwhichtheCompanyhasexecutedabindingtermsheetforaSeriesC preferredequityfinancing,and(iii)thetimeatwhichtheCompanyhasexecutedaletterofintent with a special purpose acquisition company sponsor for a de-SPAC transaction (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 nameonitssignaturepagehereto,andeachPurchasershallpaytotheCompanythepurchaseprice 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.

3.

Certain Terms of the Notes.

3.1.

Maturity.EachNoteshallbedueandpayableontheearlierof(i)36months followingtheinitialClosingDate(the“MaturityDate”)uponthewrittenrequestoftheholdersof

the Note Approval Amount (as defined below), provided however, on or after the Maturity Date theCompanymayelecttopayanyNotewithoutnoticeorrequestfromanyNoteholder,or(ii)the occurrence of an Event of Default (as defined below).

3.2.

Interest.The principal balance of the Notes will bear simple interest at a rate of 8% per annum.

3.3.

Payments.Any payments on the Notes will be made in proportion to the outstanding principal amount each such Note represents relative to the aggregate outstanding principal amount of all Notes.The Company shall not prepay any portion of the Notes without thepriorwrittenconsentofholders of Notes representing a majority of the principal amount then outstanding on the Notes (the “Note Approval Amount”).

3.4.

Automatic Conversion.

(a)

UponaQualifiedFinancing.ForthepurposesofthisAgreement,a “Qualified Financing” shall mean an equity financing involving the sale of equity securities primarilyforcapital-raisingpurposesresultingingrossproceedstotheCompanyofatleast $30,000,000,notincludingproceedsasaresultoftheconversionoftheNotesorother indebtedness.Upon the closing of such Qualified Financing, all principal and interest on each Noteshallautomaticallyconvertintothatnumberofsharesof the equity securities issued in such QualifiedFinancing(the“Qualified Financing Securities”)equaltothequotientof(i)the outstandingprincipalamountofsuchNoteplusallaccruedandunpaidinterestthereondividedby (ii)thelesserof(A)theDiscountedPrice(asdefinedbelow),or(B)theCappedPrice(asdefined below);provided,however,that,intheeventtheQualifiedFinancing Securities are preferred stock of the Company (“Preferred Stock”) with a corresponding liquidation preference, the Company may,atitselection,issuesharesofShadowFinancingSecurities(asdefinedbelow)totheholder of such Note in lieu of such Qualified Financing Securities.The Purchasers agree in connection with the conversion of the Notes in accordance with this Section 3.4 to execute all necessary documentsin connection with such Qualified Financing reasonably requested of the Purchasers, including executing a definitive purchase agreement, investor rights agreement and such other financingagreementsasshallbeagreeduponbytheCompanyandtheother investors participating in such Qualified Financing.

(i)

The“Conversion Discount” shall be equal to 20%.

(ii)

The “Discounted Price” shall mean the per share price at whichthesharesofQualifiedFinancingSecuritiesaretobesoldgenerallyinaQualifiedFinancing (not including any discounts applicable as a result of the Notes, any other convertible notes or other convertible securities) reduced by the Conversion Discount.

(iii)

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,anyincreasetotheoptionpoolmadepriortooratthetimeofsuchQualifiedFinancingand

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allotherrightstoacquirecapitalstockoftheCompanyoutstanding at the time of such Qualified Financing, exclusive of the Notes, any other convertible notes or other convertible securities).

(iv)

“Shadow Financing Securities” shall mean a series of Preferred Stock with substantially the same rights, preferences and privileges as the Qualified Financing Securities, except that the per share liquidation preference of the Shadow Financing Securities will equal the lesser of the Discounted Price or the Capped Price, with corresponding adjustments to any price-based antidilution and/or dividend rights provisions.

(b)

UponaSaleoftheCompany.TheCompanyshallnotifytheholders oftheNotesoftheclosingofaCompanySale(asdefinedbelow)atleastfive(5)dayspriortothe expected closing of such Company Sale.Such notice shall include any information generally providedbytheCompanytotheholders of the Company’s common stock, $0.0001 par value per share(“CommonStock”)inconnectionwiththeCompanySale,ifany.Upontheclosingofsuch CompanySale,eachPurchasershallreceiveinrespectofsuchPurchaser’sNoteandinpreference to the holders of Common Stock an amount equal to the greater of (i) 1.5X the outstanding principal balance of such Note, plus any unpaid interest, or (ii) the amount of consideration to which such Purchaser would have been entitled had all outstanding principal of and interest on such Purchaser’s Note been converted into shares of the Company’s Common Stock at a conversionpricepershareequaltotheCappedPrice,effectiveimmediatelypriortothecompletion ofsuchsaleoftheCompany.IftheproceedstotheCompanyuponaCompanySaleconsistofcash andcapitalstockoftheacquiringentity (“Acquirer Stock”), the Company may, at the reasonable discretion of the board of directors of the Company (the “Board”), elect to fulfill its obligations underthisSection3.4(b)bypayingtoeachPurchasertheamountowedtohim,herorithereunder inamixofcashandAcquirerStockequivalenttotheratioofcashandAcquirerStockreceivedby theCompanyoritsstockholders in such Company Sale. A “Company Sale” shall occur upon the sale, conveyance, or other disposition of all or substantially all of the Company’s assets or the Company’smergerwithorinto,orconsolidationwith,anyotherentity(otherthanawholly-owned subsidiaryoftheCompany)oranyothertransactionorseriesofrelatedtransactionsasaresultof whichlessthanfiftypercent(50%)ofthevotingpowerofthesurvivingentity(or,ifthesurviving entity is a wholly-owned subsidiary of another entity, the ultimate parent of the surviving entity) is held by persons that are stockholders of the Company as of immediately prior to such event; provided,however,thatamergereffectedexclusivelyforthepurposeofchangingthedomicileof the Company shall not be deemed to be a Company Sale; and provided, further, that the term “Company Sale” shall not apply to equity financings primarily for capital-raising purposes.

(c)

Effect of Conversion, Etc.Upon conversion of any Note pursuant to this Section 3, provided that the securities issued upon such conversion are duly and validly issuedandarenonassessable,theCompanywillbeforeverreleasedanddischargedfromallofits obligations and liabilities under such Note, including without limitation the obligation to pay the principalamountandaccruedinterest.NofractionalsharesshallbeissuablebytheCompanyupon conversion of any Note. In lieu of any fractional share which would otherwise be issuable upon conversionofanyNote,theCompanyshallpaytotheholderofsuchNoteanamountincashequal totheproductofsuchfraction multiplied by the applicable conversion price. Upon conversion of each Note, the holder thereof shall surrender such Note, duly endorsed, at the principal offices of the Company or to any transfer agent of the Company. Following such surrender, the Company will,atitsexpense,issueanddelivertosuchholderacertificateorcertificatesforthesecuritiesto

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whichsuchholderisentitledasaresultofsuchconversionandacheckpayabletosuchholderfor any cash amounts payable in lieu of any fractional share in accordance with this Section 3.

3.5.

Events of Default.Each of the following shall constitute an “Event of Default,” unless waived in writing by holders of the Note Approval Amount:

(a)

thefailurebytheCompanytopayanyamountduehereunderwithin 10 days of the due date thereof; or

(b)

the appointment of a receiver of any property, the assignment or trust mortgage for the benefit of creditors, the commencement of any kind of insolvency proceedings under any bankruptcy or other law relating to the relief of debtors, or the entry of an order for relief with respect to the Company in any proceeding pursuant to the United States Bankruptcy Code, as amended.

3.6.

Redemption from Unaccredited Investors, Bad Actors.If at any time the Company shall determine, in its sole discretion, that any holder of a Note: (i) did not or does not qualifyasan“accreditedinvestor,”assuchtermisdefinedinRule501(a)ofRegulationD(or any successor provision or amendment thereto) promulgated under the Securities Act of 1933, as amended(the“SecuritiesAct”)(an“AccreditedInvestor”);or(ii)wasorhasbecome(orthatany of such holder’s affiliates or other related parties was or has become) a “bad actor” within the meaningofRule506(d)promulgatedundertheSecuritiesAct(“Rule506(d)”),theCompanymay, at its sole election, redeem any Note held by such holder at any time without the consent of the holderthereofforanamountequaltotheoutstandingprincipalplusanyaccruedbutunpaidinterest thereon.Eachholder of a Note redeemed pursuant to this Section 3.6 because such holder cannot certify to the Company that: (i) such holder is an Accredited Investor; or (ii) such holder is not a “badactor,”asdefinedinRule506(d)(orthatnoneofsuchholder’saffiliatesorrelatedpartiesare “badactors”),acknowledgesthat:(a)suchholderisnoteligibletoacquiresecuritiesinaQualified Financing;(b)suchholderthereforehasnorighttoreceivesecuritiesinexchangeforitsNote;and(c)that payment for the redemption of such Note can occur after the closing of a Qualified Financing from the proceeds of such Qualified Financing.

4.

Representations and Warranties of the Company.The Company represents andwarrants to each Purchaser as of the date of this Agreement that:

4.1.

Corporate Organization and Authority.The Company:

(a)

is a corporation duly organized, validly existing, and in good standing in the State of Delaware; and

(b)

has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

4.2.

CorporatePower.TheCompanyhasallrequisitelegalandcorporatepower andauthoritytoexecuteanddeliverthisAgreement,tosellandissuethe Notes hereunder, and to carry out and perform its obligations under the terms of the Agreement.

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4.3.

Due Execution.The execution and delivery of this Agreement and the NotesbytheCompanyandtheconsummationofthetransactionscontemplated herebyhavebeen dulyauthorizedbyallrequisitecorporateactiononthepartoftheCompany.ThisAgreementand theNotestobeissuedateachClosinghavebeendulyexecutedanddeliveredbytheCompanyand constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general applicationrelatingtooraffectingenforcementofcreditors’rightsandlawsconcerningequitable remedies.

4.4.

Capitalization.The capitalization of the Company as of the date of this Agreement is set forth in Exhibit C.

5.

Representations, Warranties, and Covenants of each Purchaser.Each Purchaser representsandwarrantstoandcovenantswiththeCompanyasfollowsasoftheapplicableClosing Date on which such Purchaser is purchasing one or more Notes:

5.1.

Authorization.When executed and delivered by the Purchaser, and assuming execution and delivery by the Company, this Agreement will constitute a valid and bindingobligationofthePurchaser,enforceableinaccordancewithitsterms,excepttotheextent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium,orotherlawsofgeneralapplicationrelatingtooraffectingenforcementofcreditors’ rights and laws concerning equitable remedies.

5.2.

Brokers and Finders.The Purchaser has not retained any investment banker, broker, or finder in connection with the transactions contemplated by this Agreement.

5.3.

Investment.The Purchaser is acquiring the Note as well as any shares of the Qualified Financing Securities or Shadow Financing Securities, as applicable, (collectively, the “Securities”) for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof.The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any Securities.By executing this Agreement, the Purchaser further represents that it has no contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any Securities.

5.4.

No Public Market.The Purchaser understands and acknowledges that the offering of the Securities pursuant to this Agreement will not be registered under the Securities Act, on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration pursuant to one or more exemptions under the Securities Act, including without limitation the exemption provided by Section 4(a)(2) thereof, and that the Company’s reliance upon such exemption is predicated upon the Purchaser’s representations as set forth in this Agreement.The Purchaser further understandsthatno public marketnow exists for any of

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thesecuritiesissuedbytheCompanyandthattheCompanyhasgivennoassurancesthatapublic market will ever exist for the Company’s securities.

5.5.

Experience; Etc.The Purchaser represents that he, she or it: (a) has such knowledge and experience in financial and business matters as to be capable of evaluating the meritsandrisksofaprospectiveinvestmentintheNotebeingpurchasedbythePurchaser;(b)has received all the information requested from the Company that might be necessary or appropriate for deciding whether to obtain the Note; (c) has had the opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management; (d) has the ability to bear the economic risks of this investment; and (e) is able, without materially impairing its financialcondition,toholdtheSecuritiesforanindefiniteperiodoftimeandtosufferacomplete loss on this investment.

5.6.

No Reliance.The Purchaser has not relied upon any representation or warrantyby the Company or its representatives in connection with the transactions contemplated hereby other than those set forth in this Agreement.

5.7.

Accredited Investor.The Purchaser hereby represents that he, she or it qualifies as an Accredited Investor, as defined herein.

5.8.

“BadActor”Disqualification.ThePurchaserherebyrepresentsthatneither it nor any of its affiliates or other related parties is a “bad actor,” as defined in Rule 506(d).

5.9.

IRS Form. Each Purchaser hereby agrees to deliver to the Company at the Closing a completed IRS Form W-9 (if such Purchaser is a U.S. person for U.S. federal income tax purposes) or the appropriate IRS Form W-8 (if such Purchaser is a non-U.S. person for U.S. federal income tax purposes).See Exhibit Dfor descriptions of, and links to, the relevant IRS forms.

5.10.

Non-U.S. Purchasers. Each Purchaser who is a Non-U.S. person (as that term is defined in Section Error! Reference source not found.below) hereby represents and warrants to the Company as follows:

(a)

This Agreement is made by the Company with the Purchaser, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations, warranties and covenants made in this Section 5.10.

(b)

Such Non-U.S. person has been advised and acknowledges that:

(i)

the Securities have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States or the securities laws of any other country;

(ii)

inissuingandsellingtheSecuritiestosuchNon-U.S.person pursuant hereto, the Company is relying upon the “safe harbor”provided by Regulation S and/or on Section 4(a)(2) under the Securities Act;

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(iii)

itis a condition to the availability of the Regulation S “safe harbor” that the Securities not be offered or sold in the United States or to a U.S. person until the expirationofaone-year“distributioncomplianceperiod”(orasix-month“distributioncompliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) following the date of issuance to such Non-U.S. person (the “Restricted Period”); and

(iv)

notwithstanding the foregoing, prior to the expiration of the Restricted Period, the Securities may be offered and sold by the holder thereof only if such offer andsaleismadeincompliancewiththetermsofthisAgreementandeither:(A)iftheofferorsale is within the United States or to or for the account of a U.S. person (as such terms are defined in RegulationS),thesecuritiesareofferedandsoldpursuanttoaneffective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. person.

(c)

Asusedherein,theterm“UnitedStates”meanstheUnitedStatesof America, its territories and possessions, any State of the United States, and the District of Columbia, and the term “U.S. person” (as defined in Regulation S) means:

(i)

a natural person resident in the United States;

(ii)

any partnership or corporation organized or incorporated under the laws of the United States;

(iii)

anyestateofwhichanyexecutororadministratorisaU.S.

person;

(iv)

any trust of which any trustee is a U.S. person;

(v)

anyagencyorbranchofaforeignentitylocatedintheUnited States;

(vi)

anynondiscretionaryaccountorsimilaraccount(otherthan anestateortrust)heldbyadealerorotherfiduciaryforthebenefitoraccount ofa U.S. person;

(vii)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the United States; and

(viii)

acorporationorpartnershiporganizedunderthelawsofany foreign jurisdiction and formed by a U.S. person principally for the purpose of investing in securitiesnotregisteredundertheSecuritiesAct,unlessitisorganizedorincorporated,andowned, by Accredited Investors who are not natural persons, estates or trusts.

(d)

Asusedherein,theterm“Non-U.S.person”meansanypersonwho is not a U.S. person or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act.

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(e)

Such Non-U.S. person agrees that with respect to the Securities, until the expiration of the Restricted Period:

(i)

such Non-U.S. person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Securities, or any beneficial interest therein in the United States or to or for the account of a U.S. person; and

(ii)

notwithstandingtheforegoing,theSecuritiesmaybeoffered andsoldbytheholderthereofonlyifsuchoffer and sale is made in compliance with the terms of thisAgreementandeither:(A)iftheofferorsaleiswithintheUnitedStatesortoorfortheaccount of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuanttoaneffectiveregistrationstatementorpursuanttoRule144undertheSecuritiesActor pursuanttoanexemptionfromtheregistrationrequirementsoftheSecuritiesAct;or(B)theoffer and sale is outside the United States and to other than a U.S. person; and

(iii)

such Non-U.S. person shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

TheforegoingrestrictionsarebindinguponsubsequenttransfereesoftheSecurities,except for transferees pursuant to an effective registration statement. Such Non-U.S. person agrees that after the Restricted Period, the Securities may be offered or sold within the United States or to or for the account of a U.S. person only pursuant to applicable securities laws.

(f)

SuchNon-U.S.personhasnotengaged,norisitawarethatanyparty hasengaged,andsuchNon-U.S.personwillnotengageorcauseanythirdpartytoengage,inany directedsellingefforts (as such term is defined in Regulation S) in the United States with respect to the Securities.

(g)

SuchNon-U.S.person:(i)isdomiciledandhasitsprincipalplaceof businessoutsidetheUnitedStates;(ii)certifiesthatitisnotaU.S.personandisnotacquiringthe SecuritiesfortheaccountorbenefitofanyU.S.person;and(iii)willbe,atthetimeoftheClosing, located outside the United States, as will any persons acting on such Non-U.S. person’s behalf in connection therewith.

(h)

AtthetimeofofferingtosuchNon-U.S.personandcommunication of such Non-U.S. person’s order to purchase the Securities, and at the time of such Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or persons acting on Non-U.S. person’s behalf in connection therewith were located outside the United States.

(i)

Such Non-U.S. person is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act).

(j)

SuchNon-U.S.person acknowledges that the Company shall make anotationinitsstockbooksregardingtherestrictionsontransfersetforthinthisSection5.10and shalltransfersuchSecuritiesonthebooksoftheCompanyonlytotheextentconsistenttherewith.

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Inparticular,suchNon-U.S.personacknowledgesthattheCompanyshallrefusetoregister anytransferofanyPurchased Security not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.

6.

Subordination.Each Purchaser hereby agrees to enter into a Subordination Agreement with HSBC Ventures USA, Inc. (the “Senior Lender”), in the form attached hereto asExhibitE(the“SubordinationAgreement”),pursuanttowhichtheindebtednessevidencedby the Notes shall be expressly subordinated in right of payment to the prior payment in full of the debt owed to the Senior Lender, and to take such additional action as may be requested by the Company or the Senior Lender to evidence such subordination.

7.

Legends and Restrictions on Transfer.

7.1.

Securities Act.The Securities shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPONCONVERSIONHEREOFHAVEBEENACQUIREDFORINVESTMENTAND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTEREDORQUALIFIEDUNDERTHESECURITIESOR“BLUESKY”LAWS OFANYJURISDICTION.SUCHSECURITIES ANDANYSECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, TRANSFERRED, PLEDGED ORHYPOTHECATEDUNLESSTHEREGISTRATIONPROVISIONSOFSAIDACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS.

7.2.

No Transfer. No Purchaser may sell or transfer any Note without the prior written consent of the Company.

8.

Miscellaneous.

8.1.

Successors and Assigns.This Agreement shall not be assignable by any partywithout the writtenconsent of the others; provided, that a merger or consolidation to which the Company is a party shall be deemed not be an assignment requiring consent; and provided, further, that the Company may assign this Agreement without the consent of the other parties heretotoanyindividualorentitythatacquirescontrolofthestockorallorsubstantiallyallofthe assets or business of the Company.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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8.2.

Survival of Representations and Warranties.All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Closings.

8.3.

Severability.The invalidity or unenforceability of any provision of this AgreementshallnotaffectthevalidityorenforceabilityofanyotherprovisionofthisAgreement.

8.4.

Governing Law.This Agreement 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.

8.5.

Notices.All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered by hand, sent by overnight courier, facsimile or e-mail, or mailed by first class certified or registered mail, return receipt requested, postage prepaid:

(a)

If to the Company:

15 Blue Sky Drive

Burlington, MA

Attn: Megan O’Connor

E-mail: [***]

withacopy(whichshallnot constitutenotice)to:

Foley Hoag LLP

SeaportWest

155 Seaport Boulevard

Boston, MA02210-2600

Attn: Mark Barnett

E-mail: MBarnett@foleyhoag.com

(b)

If to a Purchaser, at the address set forth next to the Purchaser’s nameonthesignaturepagehereto,or,ineithercase,atsuchotheraddressforapartyassuchparty may have furnished in writing in accordance with this Section 8.5.

Notices provided in accordance with this Section 8.5 shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipientbyreputableovernightcourierservice(chargesprepaidandsignaturerequired),(iii)upon confirmation of successful transmission of a facsimile message containing such notice if sent before5p.m., local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent thereafter or on a day that is not a Business Day, (iv) if sentviae-mail,uponreceiptifsentbefore5p.m.,localtimeoftherecipient,onanyBusinessDay, and as of 9 a.m. local time of the recipient on the next Business Day if sent thereafter or on a day thatisnotaBusinessDay,or(iv)threeBusinessDaysafterdepositintheUnitedStatesmail.The

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term “Business Day”as used in this Section 8.5 shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in the State of Delaware.

8.6.

Complete Agreement.This Agreement (including its Exhibits) constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, written and oral, relating to such subjectmatter.TotheextentthatanyprovisionsofthisAgreementconflictwiththeprovisionsof the Notes or any other understanding between the parties, this Agreement shall control.

8.7.

Amendments and Waivers.This Agreement and the corresponding terms of each Note may be amended, modified, or terminated, and the observance of any term of this Agreement may be waived, with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and holders of the Note Approval Amount; provided, that no such amendment, modification or waiver shall be effective to the extent such amendment, modification or waiver adversely affects the rights of any holder of a Note in a manner different from those of such consentingholders(otherthandifferencesrelatedtothedifferentprincipalamountsorissuedates of the Notes) without the consent of each such differently affected holder; and provided, further, that consent by holders of the Note Approval Amount shall not be required for the addition of additional Purchasers as parties to this Agreement.No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

8.8.

Further Assurances.The parties agree to execute such further instruments and to take such further actions as may reasonably be necessary to carry out the intent of this Agreement.

8.9.

Counterparts; Facsimile Signatures.This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all of which together shall for all purposes constitute one and the same Agreement.A signature of any party to this Agreement transmitted by facsimile, electronic mail (including pdf) or other electronic means shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.10.

Pronouns.Whenever the context may require, any pronouns used in this Agreementshallincludethecorresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

8.11.

Section Headings and References.The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has executed this Note Purchase Agreement as of the date set forth above.

Signature Page to Nth Cycle, Inc. Note Purchase Agreement

Schedule of Purchasers

[***]

Exhibit A

Note Purchase Agreement Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,”and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser” thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-1

Exhibit A

Note Purchase Agreement SignaturePage

Byexecutionanddeliveryofthissignaturepage,theundersignedherebyagreesthathe,she, oritisaPurchaser,asdefinedinthatcertainNotePurchaseAgreement(the“Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers(asdefinedinthePurchaseAgreement), datedasofApril24,2026,acknowledgeshaving readtherepresentationsinthePurchaseAgreementcontainedinthesectionentitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statementscontainedthereinarecompleteandaccuratewithrespecttotheundersignedasa Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditionsofthePurchaseAgreementasa“Purchaser”thereunderandauthorizesthissignaturepage to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-2

Exhibit A

Note Purchase Agreement Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,”and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser” thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-3

Exhibit A

Note Purchase Agreement SignaturePage

By execution and delivery of this signature page, the undersigned hereby agrees that he, she,oritisaPurchaser,asdefinedinthatcertainNotePurchaseAgreement(the“Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement),dated as ofApril 24, 2026, acknowledges havingreadtherepresentationsinthePurchaseAgreementcontainedinthesectionentitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statementscontainedthereinarecompleteandaccuratewithrespecttotheundersignedasa Purchaser.Theundersignedfurtherherebyagreesthathe,sheoritisboundbythetermsand conditions of the Purchase Agreement as a “Purchaser”thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-4

Exhibit A

Note Purchase Agreement SignaturePage

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser”thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-5

Exhibit A

Note Purchase Agreement SignaturePage

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser”thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-6

Exhibit A

Note Purchase Agreement SignaturePage

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser”thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-7

Exhibit A

Note Purchase Agreement SignaturePage

By execution and delivery of this signature page, the undersigned hereby agrees that he, she, or it is a Purchaser, as defined in that certain Note Purchase Agreement (the “Purchase Agreement”) by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Purchase Agreement), dated as of April 24, 2026, acknowledges having read the representations in the Purchase Agreement contained in the section entitled “Representations, Warranties, and Covenants of each Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees that he, she or it is bound by the terms and conditions of the Purchase Agreement as a “Purchaser” thereunder and authorizes this signature page to be attached to the Purchase Agreement as a counterpart signature thereto.

Executed, in counterpart, as of the date set forth below.

A-8

Exhibit B

FormofConvertibleNote

See attached.

B-1

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIEDUNDERTHESECURITIESOR“BLUESKY”LAWSOFANYJURISDICTION. SUCH SECURITIES AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND THE REGISTRATION, QUALIFICATIONANDFILINGREQUIREMENTSOFALLAPPLICABLEJURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS.

ANYTHING HEREINTO THECONTRARYNOTWITHSTANDING,THEOBLIGATIONS EVIDENCEDBYTHISNOTE(ASDEFINEDBELOW),THEEXERCISEOFANYRIGHTOR REMEDYWITHRESPECTTHERETO,ANDCERTAINOFTHERIGHTSOFTHEHOLDER HEREOFARESUBJECTTOTHEPROVISIONSOFTHESUBORDINATIONAGREEMENT DATEDASOF[],2026(ASAMENDED,RESTATED,SUPPLEMENTED,OROTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”),BY AND AMONG[HSBCVENTURESUSA,INC.],HOLDER,ANDTHEOTHERPARTIESTHERETO. INTHE EVENT OFANYCONFLICT BETWEENTHETERMSOF THE SUBORDINATION AGREEMENT AND THIS NOTE, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND CONTROL.

SUBORDINATED CONVERTIBLE PROMISSORY NOTE

$[][], 2026

FOR VALUE RECEIVED, Nth Cycle, Inc., a Delaware corporation (the “Company”) herebypromisestopaytotheorderof[](the“Payee”),theprincipalamountof $[ ] on the Maturity Date.

This Note is one of a series of Notes that are being issued pursuant to a Note Purchase Agreementdatedasof[],2026,byandamongtheCompanyandcertaininvestorsnamedtherein, including the Payee (as it may be amended from time to time, the “Purchase Agreement”). Capitalizedtermsusedhereinbutnototherwisedefinedshallhavethemeaninggiventosuchterms in the Purchase Agreement.Each Note ranks equally and ratably with the other Notes without priority over one another.No payment shall be made hereunder unless payment is made with respecttotheotherNotesinanamountwhichbearsthesameratiotothethenunpaidprincipaland accrued but unpaid interest on such other Notes as the payment made hereon bears to the then unpaid principal and accrued but unpaid interest under this Note.

1.

Interest.TheprincipalbalanceofthisNoteoutstandingfromtimetotimeshallbear simple interest at the applicable interest rate specified in the Purchase Agreement.Such interest

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shallaccrueandshallbedueandpayableinarrears(togetherwithprincipal)ontheMaturityDate, subject to Section 4below.

2.

Payments.Paymentofprincipalandinterestshallbemadeinlawfulmoneyofthe UnitedStatesofAmericaattheaddressofthePayeesetforthbelow, or at such other place as the holder hereof shall have designated to the Company in writing.

3.

EventsofDefault.UpontheoccurrenceofanyEventofDefault,theentireunpaid principalbalanceofthisNoteandallunpaidaccruedinteresthereundershallbecomeimmediately due and payable without notice or demand.

4.

Conversion.

4.1.

Qualified Financing.Upon the closing of a Qualified Financing, all of the principalandinterestonthisNoteshallautomaticallyconvertintosharesoftheQualified FinancingSecuritiesorShadowFinancingSecurities,asapplicable,attheapplicableper sharepricesetforthinthePurchaseAgreement,andthePayeeshallexecuteallnecessary documents in connection with such Qualified Financing, all as more fully described in the Purchase Agreement.

4.2.

Company Sale.Upon the closing of a Company Sale, the Payee shall be entitledtoreceiveinrespectofthisNotecertainconsiderationasmorefullydescribedin the Purchase Agreement.

5.

New Note.Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, the Company will issue a new promissory note,ofliketenorandamountanddatedtheoriginaldateofthisNote,inlieuofsuchlost,stolen, destroyed or mutilated Note, and in such event the holder thereof shall indemnify and hold harmless the Company in respect of any such lost, stolen, destroyed or mutilated Note.

6.

Officers and Directors Not Liable.In no event shall any officer or director of the Company be liable for any amounts due and payable pursuant to this Note.

7.

Miscellaneous.

7.1.

TheundersignedandeveryendorserorguarantorofthisNote,regardlessof thetime,orderorplaceofsigning, waives presentment, demand, protest and notice of every kind and assents to any one or more extensions or postponements of the time of payment or any other indulgences,toanysubstitutions,exchangesorreleasesofcollateralavailabletothePayee,ifany, and to the additions or releases of any other parties or persons primarily or secondarily liable.

7.2.

By accepting this Note, the Payee and each subsequent holder of this Note acknowledgesandagreesthatall payments under this Note shall be subordinate to any present or futuredebtobligationoftheCompanytoanybankorotherinstitutionallenderandtoanypresent or future indebtedness on account of trade payables evidenced by secured promissory notes, including, but not limited to, debt owed to the Senior Lender as set forth in the Subordination Agreement.Upon request by the Company, the Payee and each subsequent holder of this Note

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agreestoconfirmthissubordinationrelationshiptoanysuchbankorinstitutionallender,including the Senior Lender, in a form reasonably acceptable to such bank or other institutional lender.

7.3.

The provisions of this Note shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws.

7.4.

Notwithstanding anything herein to the contrary, payment of any interest, expense or other amount shall not be required if such payment would be unlawful.In any such event, this Note shall automatically be deemed amended so that interest charges and all other payments required hereunder, individually and in the aggregate, shall be equal to but not greater than the maximum permitted by law.

7.5.

ThisNotemaybeamendedormodified,andanyprovisionofthisNotemay bewaived,onlywiththewrittenconsentoftheCompanyand(a)theholderhereof,or(b)holders of the Note Approval Amount (as defined in the Purchase Agreement); provided, that in the case of clause (b), no such amendment, modification or waiver shall be effective without the written consent of the holder hereof to the extent such amendment, modification or waiver adversely affects the rights of the holder of this Note in a manner different from those of the holders of the other Notes (other than differences related to the different principal amounts or issuedates of the Notes).Anyamendmenteffectedinaccordancewiththeimmediatelyprecedingsentenceshallbe binding upon the Company, the Payee and each transferee of this Note.

7.6.

In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in theeventthatanyoneormoreoftheprovisionsofthisNoteoperateorwouldprospectivelyoperate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null andvoidandshallnotaffectanyotherprovisionofthisNoteandtheremainingprovisionsofthis Noteshallremainoperativeandinfullforceandeffectandinnowayshallbeaffected,prejudiced, or disturbed thereby.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has executed this Subordinated Convertible Promissory Note as an instrument under seal as of the date first above written.

Signature Page to Subordinate Convertible Promissory Note – Nth Cycle, Inc

Exhibit C

CapitalizationofNthCycle,Inc.

See attached.

[***]

C-1

Exhibit D

U.S. TAX FORMS

TherelevantU.S.taxformsaresummarizedbelowandhyperlinkstoelectronic/printablecopies of such forms (and their corresponding instructions) are provided.

1. IRS Form W-9

Complete this form if you are a U.S. Personfor U.S. federal income tax purposes.See theinstructions to IRS Form W-9 for more information.

Form & Instructions: http://www.irs.gov/pub/irs-pdf/fw9.pdf

2. IRS Form W-8BEN

Complete thisform if you are a non-U.S. individualand you are not receiving income that is effectivelyconnectedwiththeconductofatradeorbusinesswithintheUnitedStates(in which caseIRSFormW-8ECIisthecorrectform,seebelow).SeetheinstructionstoIRSFormW-8BEN for more information.

Form: http://www.irs.gov/pub/irs-pdf/fw8ben.pdf

Instructions: http://www.irs.gov/pub/irs-pdf/iw8ben.pdf

3. IRS Form W-8BEN-E

Completethisformifyouareanon-U.S.entityandnoneofthe IRSFormsW-8ECI,W-8EXP or W-8IMY is relevant to you.See the instructions to IRS Form W-8BEN-E for more information.

Form: http://www.irs.gov/pub/irs-pdf/fw8bene.pdf

Instructions: http://www.irs.gov/pub/irs-pdf/iw8bene.pdf

4. IRS Form W-8ECI

Complete this form if you are a non-U.S. person and you are the beneficial owner of U.S.-sourceincomethatis(orisdeemedtobe)effectivelyconnectedwiththeconductofatradeor business within the United States.See the instructions to IRS Form W-8ECI for more information.

Form:http://www.irs.gov/pub/irs-pdf/fw8eci.pdf

Instructions:http://www.irs.gov/pub/irs-pdf/iw8eci.pdf

5. IRS Form W-8EXP

Complete this form if you are a non-U.S. government, international organization, non-U.S. central bank of issue, non-U.S. tax-exempt organization or non-U.S. private foundation.See the instructions to IRS Form W-8EXP for more information.

D-1

Form:http://www.irs.gov/pub/irs-pdf/fw8exp.pdf

Instructions:http://www.irs.gov/pub/irs-pdf/iw8exp.pdf

6. IRS Form W-8IMY

Thisformisgenerallyusedbynon-U.S.partnershipsandintermediaries to claim that theyare not the beneficial owner of income.Such parties can represent that they are subject to streamlined documentation and reporting requirements if they have a withholding agreement with the IRS.In addition to providing IRS Form W-8IMY, non-U.S. partnerships and intermediariesmayberequiredtoprovidetheIRSwithIRSFormsW-9orW-8,asapplicable, foreachoftheirrespective partners or members, along with allocation information as to each partner’s/member’s share of the income paid to the partnership/intermediary.See the instructions to IRS Form W-8IMY for more information.

Form:http://www.irs.gov/pub/irs-pdf/fw8imy.pdf

Instructions: http://www.irs.gov/pub/irs-pdf/iw8imy.pdf

D-2

Exhibit E

FormofSubordinationAgreement

See attached.

E-1

SUBORDINATIONAGREEMENT

SUBORDINATIONAGREEMENT,dated[___],2026(this“Agreement”),byandamong (a) the undersignedcreditors setforth onthe signature pages attached hereto (each individually and collectively, jointly and severally, “Subordinated Creditor)”, (b) (i) NTH CYCLE INC., a Delaware corporation and (ii) NTH CYCLE HOLDINGS I, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Company”) and (c) HSBC VENTURES USA INC., a national banking association organized under the laws of the United States of America (together with its successors and assigns, the “Senior Lender”).

R E C I T A L S

A. The Company and the Senior Lender have entered into a Loan and Security Agreement dated May 2, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”) pursuant to which, among other things, the Senior Lender has agreed, subject to the terms and conditions set forth in the SeniorCreditAgreement,tomakecertainloansandfinancialaccommodationstotheCompany.

B. TheSubordinatedCreditormayfromtimetotimemakeloansorotherextensions ofcredittotheCompanypursuanttotheSubordinatedDebtDocuments(ashereinafterdefined).

C. As an inducement to and as one of the conditions precedent to the agreement of theSeniorLendertoconsummatethetransactionscontemplatedbytheSeniorCreditAgreement, theSeniorLenderhasrequiredtheexecutionanddeliveryofthisAgreementbytheSubordinated CreditorandtheCompanyinordertosetforththerelativerightsandprioritiesoftheSeniorLender andtheSubordinatedCreditorundertheSeniorDebtDocuments(ashereinafterdefined)andthe Subordinated Debt Documents.

NOW, THEREFORE, in order to induce the Senior Lender to consummate the transactions contemplated by the Senior Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

Section 1.Definitions.

Section1.01. Certain Defined Terms.Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Senior Credit Agreement. As used in this Agreement, the following terms have the meanings specified below:

“BankruptcyCode”shallmeanTitle11oftheUnitedStatesCode,asamendedfromtime to time and any successor statute and all rules and regulations promulgated thereunder.

“Collateral”means any and all property or other assets of the Company or any of its subsidiaries or other affiliates in or upon which a lien or other security interest is granted or purported to be granted to the Senior Lender under any of the Senior Debt Documents.

2

“Distribution”means, with respect to any indebtedness, obligation or security, (a) any paymentordistributionbyanyPersonofcash,securitiesorotherproperty,byset-offorotherwise, on account of such indebtedness, obligation or security, (b) any redemption, purchase or other acquisition of such indebtedness, obligation or security by any Person or (c)the granting of any lien or security interest to or for the benefit of the holders of such indebtedness, obligation or security in or upon any property of any Person.

“Enforcement Action” shall mean (a) to take from or for the account of the Company or anyguarantoroftheSubordinatedDebt,byset-offorinanyothermanner,thewholeoranypart ofanymoneyswhichmaynoworhereafterbeowingbytheCompanyoranysuchguarantorwith respecttotheSubordinatedDebt,(b)tosueforpaymentof,ortoinitiateorparticipatewithothers in any suit, action or proceeding against the Company or any such guarantor to (i)enforce paymentofortocollectthewholeorany part of the Subordinated Debt or (ii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect to the Subordinated Debt, (c) to accelerate the Subordinated Debt, (d) to exercise any put option or to cause the Company or any such guarantor to honor any redemptionormandatoryprepaymentobligationunderanySubordinatedDebtDocument,(e)join with any other creditor in the commencement of any Proceeding in respect of the Company or any such guarantor or (f) to take any action under the provisions of any state or federal law or other applicable law, including, without limitation, the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of the Company or any such guarantor.

“HSBC Loan Documents” shall mean the Senior Credit Agreement and all other agreements, documentsand instruments executed from timeto time inconnectiontherewith, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Person”meansany natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership,custodianship,liquidation,dissolution,reorganization,assignmentforthebenefitof creditors,appointmentofacustodian,receiver,trusteeorotherofficerwithsimilarpowersorany other proceeding for the liquidation, dissolution or other winding up of a Person.

“SeniorDebt”shallmeanallobligations,liabilitiesandindebtednessofeverynatureofthe Company or any guarantor from time to time owed to the Senior Lender under the Senior Debt Documents(otherthantheWarrant),including,withoutlimitation,theprincipalamountofalldebts, claimsandindebtedness,accruedandunpaidinterestandallfees,costsandexpenses,whether primary, secondary, direct, contingent,fixed or otherwise, heretofore, now and from timeto time hereafterowing,dueorpayable,whetherarisingbefore,duringorafterthe filing of a Proceeding (including any Proceeding under the Bankruptcy Code) together with (a) any amendments, modifications, renewals or extensions thereof and (b) any interest accruing thereon after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim (in whole or in part) in any such Proceeding.Senior Debt shall be considered to be outstanding whenever any loan commitment under the Senior Debt Documents is outstanding.

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“Senior Debt Documents” shall meanthe HSBC Loan Documentsand, afterthe consummation of any refinancing of the Senior Debt under the HSBC Loan Documents, any financing documentation which replaces the HSBC Loan Documents and pursuant to which the Senior Debt under the HSBC Loan Documents is refinanced, as such financing documentation may be amended, supplemented or otherwise modified from time to time.

“SubordinatedDebt”shallmeanalloftheobligationsoftheCompanyoranyguarantorto theSubordinatedCreditor,whetherornotevidencedbyorincurredpursuanttotheSubordinated Debt Documents.

“SubordinatedDebtDefault”shallmeanadefaultinthepaymentoftheSubordinatedDebt or in the performance of any term, covenant or condition contained in the Subordinated Debt Documents or any other occurrence permitting the Subordinated Creditor to accelerate the payment of or cause the redemption of all or any portion of the Subordinated Debt.

“SubordinatedDebtDocuments”shallmeanalldocuments,agreementsandinstruments now existing or hereinafter entered into evidencing or pertaining to all or any portion of the Subordinated Debt, including any guaranty with respect to the Subordinated Debt.

Section 2.Subordination.

Section2.01.SubordinationofSubordinatedDebttoSeniorDebt.TheCompany covenants and agrees, and the Subordinated Creditor likewise covenants and agrees, notwithstanding anything tothe contrary contained in any ofthe Subordinated Debt Documents, thatthepaymentofanyandalloftheSubordinatedDebtshallbesubordinateandsubjectinright andtimeofpayment,totheextentandinthemannerhereinaftersetforth,tothepriorindefeasible paymentinfullincashofallSeniorDebt.EachholderofSeniorDebt,whethersuchSeniorDebt is now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement.

Section2.02.Liquidation,Dissolution,Bankruptcy.IntheeventofanyProceeding involving the Company, any guarantor of the Senior Debt or the Subordinated Debt, or any subsidiary of the Company or any such guarantor:

(a) All Senior Debt shall first be indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution,whetherincash,securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt.

(b) AnyDistribution,whetherincash,securitiesorotherpropertywhichwould otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Lender (to be applied bytheSeniorLenderinaccordancewiththetermsoftheSeniorDebtDocuments)untilall Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall have been terminated.The Subordinated Creditor irrevocablyauthorizes,empowersanddirectsanydebtor,debtorinpossession,receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior Lender.The Subordinated Creditor also irrevocably

4

authorizes and empowers the Senior Lender, in the name of such Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.

(c) The Subordinated Creditor agrees not to initiate, prosecute or participate inanyclaim,actionorotherproceedingchallengingtheenforceability,validity,perfection orpriorityoftheSeniorDebtoranyliensandsecurityinterestssecuringtheSeniorDebt.

(d) The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by the Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appointstheSeniorLenderitsagentandattorney-in-factto(i)execute,verify,deliverand file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so priorto30daysbeforetheexpirationofthetimetofileanysuchproofofclaimand(ii)vote suchclaiminanysuchProceedinguponanyfailureoftheSubordinatedCreditortodoso prior to 15 days before the expiration of the time to vote any such claim; provided the Senior Lender shall have no obligation to execute, verify, deliver, file or vote any such proofofclaim.IntheeventthattheSeniorLendervotesanyclaiminaccordancewiththe authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote.

(e) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lender and the Subordinated Creditor even if all or part of the Senior Debt or any security interest securing the Senior Debt is subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Section2.03.SubordinatedDebtPaymentRestrictions.

(a) Notwithstanding the terms of the Subordinated Debt Documents, the Companyherebyagreesthatitmaynotmake,directlyorindirectly,andtheSubordinated Creditor hereby agrees that it will not accept without the prior written consent of Senior Lender,anyDistributionwithrespecttotheSubordinatedDebtuntiltheSeniorDebt(other than inchoate indemnity obligations) is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have terminated. Nothing in the foregoingparagraphshallprohibitSubordinatedCreditorfromconvertingalloranypartof the Subordinated Debt into equity securities of the Company, provided that, if such securitieshaveanycall,putorotherconversionfeaturesthatwouldobligatetheCompany todeclareorpaydividends,makedistributions,orotherwisepayanymoneyordeliverany othersecurities or consideration to the holder, Subordinated Creditor hereby agrees that Company may not declare, pay or make such dividends, distributions or other payments toSubordinatedCreditor,andSubordinatedCreditorshallnotacceptanysuchdividends, distributions or other payments except as may be permitted in the Senior Credit Agreement.

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(b) Notwithstanding any provision of this Section 2.03 to the contrary, the failureoftheCompanytomakeanyDistributionwithrespecttotheSubordinatedDebtby reason of the operation of this Section 2.03 shall not be construed as preventing the occurrence of a Subordinated Debt Default under the applicable Subordinated Debt Documents.

Section2.04.SubordinatedDebtStandstillProvisions.Untilthedateonwhichthe SeniorDebtisindefeasiblypaidinfullincashandallcommitmentstolendundertheSeniorDebt Documents have been terminated, the Subordinated Creditor shall not, without the prior written consentoftheSeniorLender,takeanyEnforcementActionwithrespecttotheSubordinatedDebt. Notwithstandingtheforegoingsentence,theSubordinatedCreditormayfileproofsofclaim against the Company in any Proceeding involving the Company.Any Distributions or other proceedsofanyEnforcementActionobtainedbytheSubordinatedCreditorshallinanyeventbe held in trust by them for the benefit of the Senior Lender and promptly paid or delivered to the SeniorLenderin the form received until all Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated.

Section2.05.Subrogation.Subject to the indefeasible payment in full in cash of allSeniorDebtandtheterminationofalllendingcommitmentsundertheSeniorDebtDocuments, the Subordinated Creditor shall be subrogated to the rights of the Senior Lender to receive Distributions with respect to the Senior Debt until the Subordinated Debt is paid in full.If any Distribution on account of the Subordinated Debt not permitted to be made by the Company or acceptedbytheSubordinatedCreditorunder this Agreementis made,such Distribution shall be promptly paid over to the Senior Lender for application (in accordance with the Senior Debt Documents)tothepaymentoftheSeniorDebtthenremainingunpaid,untilalloftheSeniorDebt is paid in full in cash.

Section2.06. Subordination of Liens and Security Interests; Agreement Not toContest;AgreementtoReleaseLiens.UntiltheSeniorDebthasbeenindefeasiblypaidinfullin cash and all commitments to lend under the Senior Debt Documents have been terminated, the SubordinatedCreditoragreesthatitshallnotholdorobtain(orseektoholdorobtain)anylienor other security interest inany Collateral or other property or assets of the Company or any ofthe Company’s subsidiaries or other affiliates.Furthermore, until the Senior Debt has been indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated, any liens and security interests of the Subordinated Creditor in the Collateral, including which may exist in breach of any such Subordinated Creditor’s agreements pursuanttothisSection2.06or Section 4.01below, shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of the Senior Lender in the Collateral, regardless of the time, manner or order of perfection of any such liens and security interests.The Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of the Senior Lender in any Collateral securing the Senior Debt.In the event that the Subordinated Creditor obtains any liens or security interests in the Collateral, the SubordinatedCreditorshall(orshallcauseitsagentto)promptlyexecuteanddelivertotheSenior Lendersuchtermination

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statementsandreleasesastheSeniorLendershallrequesttoeffectthe release of the liens and security interests of any such Subordinated Creditor in such Collateral.

Section2.07.Sale,TransferorotherDispositionofSubordinatedDebt.

(a) NoSubordinatedCreditorshallsell,assign,pledge,disposeoforotherwise transferalloranyportionoftheSubordinatedDebtoranySubordinatedDebtDocument.

(b) Notwithstanding the foregoing, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or othertransfer of all or any portion of the Subordinated Debt in violation of the foregoing prohibition, and the terms of this Agreement shall be binding upon the heirs, legatees, successors and assigns of the Subordinated Creditor, as provided in Section 5.03hereof.

Section2.08.Legends.UntiltheterminationofthisAgreementinaccordancewith Section 5.08hereof, the Subordinated Creditor will cause to be clearly, conspicuously and prominently inserted on the face of each of the Subordinated Debt Documents, as well as any renewals or replacements thereof, the following legend:

“This instrument and the rights and obligations evidenced herebyaresubordinateinthemannerandtotheextentsetforthin that certain Subordination Agreement, dated as of [] (as amended,restated,supplementedorotherwisemodifiedfromtime totime,the“Subordination Agreement”), among(a) the individuals and entities party to that certain Note Purchase Agreement, dated asof[],2026,aspurchasers,(b)(i)NTHCYCLEINC.,aDelaware corporation and (ii) NTH CYCLE HOLDINGS I, LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Company”), and (c) HSBC VENTURES USA INC. (the“SeniorLender”),totheindebtedness(includinginterest)owed by the Company pursuant to that certain Loan and Security Agreement, dated May 2, 2024 (the “Senior Credit Agreement”), between the Company and the Senior Lender, as such Senior Credit Agreement has been and hereafter may be amended, restated,supplementedorotherwisemodifiedfromtimetotimeand to indebtedness refinancing the indebtedness under the Senior Credit Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”

Section 3.Modification.

Section3.01.Modifications to Senior Debt Documents.The Senior Lender may at any time and from time to time without the consent of or notice to the Subordinated Creditor, without incurring liability to the Subordinated Creditor and without impairing or releasing the obligations of the Subordinated Creditor under this Agreement, change the manner or place of payment or extendthetime of payment of or renew or alter any ofthe terms of the Senior Debt, or amend or otherwise modify in any manner any of the Senior Debt Documents and any other agreement,note,guarantyorotherinstrumentevidencingorsecuringorotherwiserelatingtothe Senior Debt.

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Section3.02. Modifications to Subordinated Debt Documents.Until the Senior DebthasbeenindefeasiblypaidinfullincashandalllendingcommitmentsundertheSeniorDebt Documents have terminated, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, the Subordinated Creditor shall not, without the prior written consent of the Senior Lender, agree to any amendment, modification or supplement to the Subordinated Debt Documents.

Section 4.Representations and Warranties.

Section4.01.Representations and Warranties ofthe Subordinated Creditor.The Subordinated Creditor hereby represents and warrants to the Senior Lender that (a) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out thetermsofthisAgreement, all of which have been duly authorized by all proper and necessary action;(b)theexecutionofthisAgreementbytheSubordinatedCreditorwillnotviolateorconflict withtheorganizationaldocumentsoftheSubordinatedCreditor,anymaterialagreementbinding upontheSubordinatedCreditororanylaw,regulationororderorrequireanyconsentorapproval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms,exceptassuchenforceabilitymaybelimitedbyapplicablebankruptcy,insolvency, reorganization,moratoriumorsimilarlawsaffectingtheenforcementofcreditors’rightsgenerally and by equitable principles; (d) the Subordinated Creditor is the sole owner, beneficially and of record,ofitsratableshareoftheSubordinatedDebt;and(e)theSubordinatedDebtis,andatall times prior to the termination of this Agreement shall remain, an unsecured obligation of the Company.

Section 5.Miscellaneous.

Section5.01.Notices.Allnoticesandothercommunicationsprovidedforherein shall be in writing and delivered as follows:

(a) IftotheSubordinatedCreditor,tothecorrespondingnameandaddressas set forth on the signature pages attached hereto; or

(b) IftotheCompany,toitat15BlueSkyDrive,Burlington,MA01803, Attention:RaffiFreeman (Email: [***]);or

(c) If to the Senior Lender, to it at HSBC Ventures USA Inc., Attention: CMB LoanServiceTeam,LarkinUBuilding,239VanRensselaerStreet,Buffalo,NewYork14210,or such other address as Senior Lender may designate in writing, (Phone: 716-841-6444), (Email: CMB.Loan.Service@us.hsbc.com).

Section5.02.Modification.NeitherthisAgreementnoranyprovisionhereofmay be waived, amended or modified except pursuant to an agreement or agreements in writing enteredintobyeachoftheSubordinatedCreditor,theCompanyandtheSeniorLender.Nofailure ordelaybytheSeniorLenderinexercisinganyrightorpowerhereundershalloperateasawaiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment ordiscontinuanceofstepstoenforcesucharightorpower,precludeanyotherorfurtherexercise thereofortheexerciseofanyotherrightorpower.TherightsandremediesoftheSeniorLender hereunderarecumulativeandarenotexclusiveofanyrightsorremediesthatitwouldotherwise have.

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Section5.03.SuccessorsandAssigns.ThisAgreementshallinuretothebenefit of,andshallbebindingupon,therespectiveheirs,legatees,successorsandassignsoftheSenior Lender,theSubordinatedCreditorandtheCompany.TheSeniorLendermay,fromtimetotime, without notice to the Subordinated Creditor, but subject to the terms and conditions set forth in theSeniorDebtDocuments,assignortransferanyoralloftheSeniorDebtoranyinteresttherein to any Person and, notwithstanding any such assignment or transfer, or any subsequent assignmentor transfer,the Senior Debtshall,subjectto the terms hereof, be andremain Senior Debt for purposes of this Agreement, and every permitted assignee or transferee of any of the SeniorDebtorofanyinterestthereinshall,totheextentoftheinterestofsuchpermittedassignee ortransferee inthe Senior Debt, be entitled torely upon and be the third party beneficiary ofthe subordination provided under this Agreement and shall be entitled to enforce the terms and provisionshereoftothesameextentasifsuchassigneeortransfereewereinitiallyapartyhereto.

Section5.04. Further Assurances. Each party to this Agreement promptly will executeanddeliversuchfurtherinstrumentsandagreementsanddosuchfurtheractsandthings as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the purposes of this Agreement.

Section5.05.Relative Rights.This Agreement shall define the relative rights of theSeniorLenderandtheSubordinatedCreditor.NothinginthisAgreementshall(a)impair,as between the Company and the Senior Lender and as between the Company and the Subordinated Creditor, the obligation of the Company with respect to the payment of the Senior DebtandtheSubordinatedDebtinaccordancewiththeirrespectivetermsor(b)affecttherelative rightsoftheSeniorLenderortheSubordinatedCreditorwithrespecttoanyothercreditorsofthe Company.

Section5.06.Conflict.Intheeventofanyconflictbetweenanyterm,covenantor conditionofthisAgreementandanyterm,covenantorconditionofanyoftheSubordinatedDebt Documents, the provisions of this Agreement shall control and govern.

Section5.07.Counterparts;Integration;Effectiveness;ElectronicExecution.This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),eachofwhichshallconstituteanoriginal,butallofwhichwhentakentogethershall constitute a single contract.Delivery of an executed counterpart of a signature page of this Agreement by facsimile,in electronic(i.e., “pdf”or “tif”format), or by electronic signature shall be effectiveasdeliveryofamanuallyexecutedcounterpartofthisAgreement.Thepartiesagreeand consenttotheuseofelectronicsignaturessolelyforthepurposesofexecutingthisAgreementor anyrelatedtransactionaldocument(includinganyamendmentsthereto).Thewords“execution,” “signed,”“signature,” and words of similar import in, or with respect to, this Agreement shall be deemedtoincludeelectronicsignaturesorthekeepingofrecordsinelectronicform,eachofwhich shallbeofthesameeffect,validityandenforceabilityasmanuallyexecutedsignaturesorapaper-based recordkeeping system, as the case may be, to the extent and as provided for under applicablelaw,includingtheElectronicSignaturesinGlobalandNationalCommerceActof2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (NY State Technology Law §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement constitutes the entire contract between the parties relating to thesubjectmatterhereofandsupersedesanyandallpreviousagreementsandunderstandings, oral or written, relating to the

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subject matter hereof.Such electronic signature shall be deemed to have the same full and binding effect as a handwritten signature.

Section5.08. Severability.Any provision of this Agreement held to be invalid, illegalorunenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section5.09. Continuation of Subordination; Termination of Agreement.This Agreementshallremaininfullforceandeffectuntiltheindefeasiblepaymentinfullincashofthe Senior Debt and the termination of all lending commitments under the Senior Debt Documents afterwhichthisAgreementshallterminatewithoutfurtheractiononthepartofthepartieshereto.

Section5.10.GoverningLaw;Jurisdiction;ConsenttoServiceofProcess.

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles except Title 14 of Article 5 of the New York General Obligations law.

(b) The Subordinated Creditors and the Company irrevocably and unconditionallysubmit,foritselfanditsproperty,tothenonexclusivejurisdictionofthestateand federal courts forthe Southern District of New York sitting in the Boroughof Manhattan, in any action or proceeding arising out of or relating to this Agreement, and each of the parties irrevocablyandunconditionallyagreesthatallclaimsinrespectofanysuchactionorproceeding may (and any such claims, cross-claims or third party claims brought against the Senior Lender or any of its Related Parties may only) be heard and determined in such federal (to the extent permittedbylaw)orstatecourt.TheSubordinatedCreditorandtheCompanyagreesthatafinal judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.Nothing in this Agreement shall affect any right that the Senior Lender may otherwise have to bring any action orproceedingrelating to this Agreement against the Subordinated Creditor and the Company or their respective properties in the courts of any jurisdiction.

(c) The Subordinated Creditor and the Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection whichitmaynoworhereafterhavetothelayingofvenueofanysuit,actionorproceedingarising out of or relating to thisAgreement in any courtreferredto in paragraph (b) of this Section 5.10. Each of the parties irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) TheSubordinatedCreditorsandtheCompanyherebyirrevocablyconsents totheserviceofprocessinanysuit,actionorproceedinginsuchcourtsbythemailingthereofby theSeniorLenderby(i)firstclassmail,(ii)registeredorcertifiedmail,postageprepaid,or(iii)by reputablecommercialovernightcarrierthatguaranteesnextdaydeliveryandprovidesareceipt, at its address set forth in Section 5.01 hereto.

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Section5.11.Patriot Act / Beneficial Ownership Regulation.The Senior Lender herebynotifiestheSubordinatedCreditorandtheCompanythatpursuanttotherequirementsof theUnitingandStrengtheningAmericabyProvidingAppropriateToolsRequiredtoInterceptand ObstructTerrorismActof2001(Pub.L.107-56,115Stat. 272 (Oct. 26, 2001)) (the “USA Patriot Act”) andthe requirements of 31 C.F.R. Sec. 1010.230 (the“Beneficial Ownership Regulation”), the Senior Lender is required to obtain, verify and record information that identifies the Subordinated Creditor and the Company, which information includes the name, address and beneficial ownership of the Subordinated Creditor and the Company and other information that willallowtheSeniorLendertoidentifytheSubordinatedCreditorandtheCompanyinaccordance withtheUSAPatriotActandtheBeneficialOwnershipRegulation,andtheSubordinatedCreditor andtheCompanyagreestoprovidesuchinformation and any applicable certifications from time to time to the Senior Lender.

Section5.12. WAIVER OF JURY TRIAL.THE SUBORDINATED CREDITOR AND THE COMPANY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTORTHETRANSACTIONSCONTEMPLATEDHEREBY(WHETHERBASEDON CONTRACT, TORT OR ANY OTHER THEORY).

[Signature pages to follow.]

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INWITNESSWHEREOF,theSubordinatedCreditor,theCompanyandtheSeniorLender have caused this Agreement to be executed as of the date first above written.