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Browse EX-10 agreements

16,699 total material contract exhibits.


EX-10.24

Kensington Capital Acquisition Corp. VI

Nth Cycle, Inc.

Restricted Stock Agreement

This Restricted Stock Agreement (the “Agreement”) is made this 14thday of August, 2020, between Nth Cycle, Inc., a Delaware corporation (the “Company”), and Megan Patricia O’Connor (the “Stockholder”).

Recitals

WHEREAS, the Stockholder was a member of Nth Cycle, LLC, a Connecticut limited liability company, which converted from a limited liability company into the Company (the “Conversion”) pursuant to a Plan of Conversion, dated August 1, 2020 (the “Plan of Conversion”) and the Certificate of Conversion filed with the Secretary of State of the State of Delaware (the “Delaware Certificate of Conversion”, and together with the Plan of Conversion, the “Conversion Documents”);

WHEREAS, pursuant to the Conversion Documents, subject to the execution of this Agreement, the Stockholder shall receive Three Million Two Hundred Fifty Thousand (3,250,000) shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”); and

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EX-10.24·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.22(C)

Kensington Capital Acquisition Corp. VI

Exhibit 10.22(c)

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.

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EX-10.22(C)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.20(A)

Kensington Capital Acquisition Corp. VI

Exhibit 10.20(a)

NTH CYCLE, INC.

AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

This Amendment to the Note and Warrant Purchase Agreement dated as of July 09, 2025 (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 the Company and the Purchasers named therein (the “Purchase Agreement”).CapitalizedtermsusedbutnototherwisedefinedinthisAmendmentshallhavethe meanings given to them in the Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreementmaybeamended,modified,orterminatedwiththewrittenconsentoftheholdersofa majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);

WHEREAS,thepartiesdesiretoamendthePurchaseAgreementtoextendthetimeperiod during which the Company may issue a Warrant to a Purchaser who purchases a Note under the Purchase Agreement; and

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EX-10.20(A)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.20(B)

Kensington Capital Acquisition Corp. VI

Exhibit 10.20(b)

NTHCYCLE, INC.

AMENDMENTNO.2TONOTEANDWARRANT PURCHASEAGREEMENT

ThisAmendmentNo.2totheNoteandWarrantPurchaseAgreementdatedasof August 31, 2025 (this “Amendment”), is made by and among Nth Cycle, Inc., a Delaware corporation(the“Company”),andtheundersignedholdersofsubordinatedconvertiblepromissory notes (the “Notes”) sold pursuant to that certain Note and Warrant Purchase Agreement dated as of June 27, 2025, by and among the Company and the Purchasers named therein, as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated July 9, 2025 (as amended, the “Purchase Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreement maybe amended, modified, orterminated with thewrittenconsent oftheholders of a majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);

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EX-10.20(B)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.18

Kensington Capital Acquisition Corp. VI

ExecutionVersion

SECONDAMENDEDANDRESTATEDVOTINGAGREEMENT

THISSECONDAMENDEDANDRESTATEDVOTING AGREEMENT(this “Agreement”), is made and entered into as of April 5, 2023, by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), each holder of the Series Seed Preferred Stock, par value $0.0001 per share of the Company (“Series Seed Preferred Stock”), each holder of the Series A Preferred Stock, par value $0.0001 per share of the Company (“Series A Preferred Stock”), each holder of the Series B Preferred Stock, par value $0.0001 per share of the Company (“Series B Preferred Stock” referred to herein collectively with the Series Seed Preferred Stock and Series A Preferred Stock, as the “Preferred Stock”), listed on Schedule A(togetherwithanysubsequentinvestors,ortransferees,whobecomepartiesheretoas“Investors” pursuant to Subsections 7.1(a)or 7.2below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B(together with any subsequent stockholders or option holders, or an

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EX-10.18·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.25

Kensington Capital Acquisition Corp. VI

STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of [_______], 2026 (the “Effective Date”), by and between Nth Cycle, Inc., a Delaware corporation (the “Company”), and [___________] (the “Stockholder”).

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase of Shares.

(a) The Stockholder, pursuant to the exercise of an option (the “Option”) granted by the Company under the Nth Cycle, Inc. 2024 Stock Incentive Plan (as amended from time to time, the “Plan”), has purchased on even date herewith, subject to the terms and conditions set forth in this Agreement, [______] shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at a purchase price per share of $[____] (the “Shares”). The aggregate purchase price for the Shares shall be paid by the Stockholder. Upon receipt of payment by the Company for the Shares, the Company shall issue to the Stockholder one or more certificates (which may be in

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EX-10.25·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.21

Kensington Capital Acquisition Corp. VI

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.

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EX-10.21·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.19(B)

Kensington Capital Acquisition Corp. VI

Exhibit 10.19(b)

AMENDMENTNO.2TOLOANANDSECURITYAGREEMENT

This Amendment No. 2 to Loan and Security Agreement (this “Amendment”) is entered into as of May 5, 2026 by and among (a) (i) NTH CYCLE, INC., a Delaware corporation and (ii) NTHCYCLEHOLDINGSI,LLC,aDelawarelimitedliabilitycompany(individuallyandcollectively, jointly and severally, the“Borrower”) and (b) HSBC Ventures USA Inc. (the “Bank”) with respect totheLoanandSecurityAgreementdatedasofMay2,2024byandbetweenBorrowerandBank, asamendedbythatcertainConsentandAmendmentNo.1toLoanandSecurityAgreementdated as of June 24, 2025 by and between Borrower and Bank (as has been and as may be further amended from time to time, the “Agreement”; capitalized terms used but not defined in this Amendment shall have the meaning given to such terms in the Agreement).

1. DeferralofPrincipalPayments.

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EX-10.19(B)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.20

Kensington Capital Acquisition Corp. VI

NOTEANDWARRANTPURCHASEAGREEMENT

ThisNoteandWarrantPurchaseAgreementisdatedasofJune27,2025(the“Agreement”) byandamongNthCycle,Inc.,aDelawarecorporation(the“Company”),andtheindividualsand entities who become parties to this Agreement by executing and delivering a Note and Warrant PurchaseAgreementSignaturePageintheformofExhibitAheretoinaccordancewithSection2hereof (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;SaleofNotesandWarrants.

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EX-10.20·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.17(A)

Kensington Capital Acquisition Corp. VI

Exhibit 10.17(a)

AMENDMENTTOSECONDAMENDEDANDRESTATED INVESTORS’ RIGHTS AGREEMENT

ThisAMENDMENTTOSECONDAMENDEDANDRESTATEDINVESTORS’ RIGHTSAGREEMENT(this“Amendment”)ismadeandenteredintoasofSeptember8,2023, by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the undersigned Investors(asdefinedbelow).CapitalizedtermsusedinthisAmendmentbutnototherwisedefined herein shall have the meanings ascribed to such terms in the IRA (as defined below).

WHEREAS,theCompanyandtheindividualsandentitieslistedasInvestorson ScheduleAoftheIRA(each,an“Investors”andcollectively,the“Investors”)andtheindividualslistedas Key Holders on Schedule Bof the IRA (each, a “Key Holder” and collectively, the “Key Holders”) have entered into that certain Second Amended and Restated Investors’ Rights Agreement, dated as of April 5, 2023 (the “IRA”).

WHEREAS, the Company and the undersigned Investors, on behalf of all Investors and Key Holders, wish to amend the IRA to lower the Major Investor threshold;

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EX-10.17(A)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.22(A)

Kensington Capital Acquisition Corp. VI

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

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EX-10.22(A)·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET

EX-10.27

Kensington Capital Acquisition Corp. VI

NTHCYCLE, INC.

2024StockIncentivePlan

1.

Purpose.

The purpose of this plan (the “Plan”) is to secure for Nth Cycle, a Delaware corporation (the “Company”) and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company’s future growth and success.Under the Plan recipients may be awarded both (i) Options (as defined in Section 2.1) to purchase the Company’s common stock, par value $0.0001 (“Common Stock”) and (ii) shares of Common Stock (“Restricted Stock Awards”).Except where the context otherwise requires, the term “Company” shall include any parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).Those provisions of the Plan which make express reference to Section 422 of the Code shall apply only to Incentive Stock Options (as that term is defined below).Appendix

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EX-10.27·S-4/A·CIK 2102713·ACC 0001193125-26-418129·Filed Oct 08, 2026, 18:06 ET