INDEMNITY AGREEMENTIndemnity Agreement • August 27th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [●], 2020, by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [●], 2020 by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TAILWIND ACQUISITION CORP. Bridgehampton, NY 11932Tailwind Acquisition Corp. • August 27th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Tailwind Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Tailwind Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
NUBURU, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Nuburu, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2022, is made by and among TAILWIND ACQUISITION CORP., a Delaware corporation (the “Company”), NUBURU, INC., a Delaware corporation (“Nuburu”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Tailwind Acquisition Corp. 1545 Courtney Ave Los Angeles, California 90046Letter Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
WARRANT AGREEMENT between TAILWIND ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 9, 2020, is by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 9, 2020 by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 3, 2020, is entered into by and among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and Tailwind Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2022 by and among TAILWIND ACQUISITION CORP., a Delaware corporation (the “Company”), NUBURU, INC., a Delaware corporation (“Nuburu”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 2020, is made and entered into by and among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units TAILWIND ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
Introductory. Tailwind Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Units”). The 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Units as provided in Section 2. The additional 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered
NUBURU, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • April 7th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Nuburu, Inc. (the “Company”) 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT NUBURU, inc.Nuburu, Inc. • April 15th, 2024 • Miscellaneous electrical machinery, equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuburu, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company's common stock, $0.0001 par value per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Certain information has been omitted from this exhibit in places marked “[***]” because it contains personally identifiable information omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2022 • Tailwind Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into effective as of December 2, 2022 (the “Effective Date”) by and between Nuburu Inc., a Delaware corporation (the “Company”), and Brian Faircloth, an individual residing at […] (the “Executive”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of June 12, 2023 is among Nuburu, Inc., a Delaware Corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (the “Company”), and Rationem, LLC, in its capacity as representative of the Company Stockholders, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly-owned subsidiary of Tailwind, on the terms and subject to the conditions set forth in the Transaction Agreement (such me
Tailwind Acquisition Corp. 1545 Courtney Ave Los Angeles, California 90046Letter Agreement • August 27th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tailwind Acquisition Corp., a Delaware corporation (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
COMMON STOCK PURCHASE WARRANT NUBURU, inc.Common Stock Purchase Warrant • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, S.F.E. Equity Investments SARL, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuburu, Inc., a Delaware corporation (the “Company”), up to 24,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company's common stock, $0.0001 par value per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BUSINESS COMBINATION AGREEMENT among TAILWIND ACQUISITION CORP., COMPASS MERGER SUB, INC. and NUBURU, INC. Dated as of August 5, 2022Business Combination Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services • Delaware
This Business Combination Agreement dated as of August 5, 2022 (this “Agreement”) is among Tailwind Acquisition Corp., a Delaware corporation (the “SPAC”), Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Nuburu, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
CENTENNIAL TECH BUSINESS CENTER I AMENDED AND RESTATED LEASE AGREEMENT between CSM EQUITIES, L.L.C., a Delaware limited liability company as Landlord and NUBURU, INC., a Delaware corporation as TenantLease Agreement • October 20th, 2022 • Tailwind Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Colorado
TERMINATION AGREEMENTTermination Agreement • August 19th, 2021 • Tailwind Acquisition Corp. • Services-management consulting services
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of August 17, 2021, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and QOMPLX, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March [●], 2021, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), QOMPLX, Inc., a Delaware corporation (the “Company”) (solely for purposes of Section 9, Section 10 and Section 6, Section 8 and Section 11 through Section 17 (to the extent related to Section 9 and Section 10)), and [●], a [●] (the “Stockholder”). Each of Tailwind, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
ContractNuburu, Inc. • June 13th, 2023 • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
TAILWIND ACQUISITION CORP.Letter Agreement • August 27th, 2020 • Tailwind Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Tailwind Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is entered into by and among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), Tailwind Sponsor LLC, a Delaware limited liability company (“Tailwind Sponsor”), the QOMPLX Stockholders (defined below), and each other Person who after the date hereof acquires Common Stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the QOMPLX Stockholders, the “Stockholders”).
SENIOR CONVERTIBLE NOTES EXCHANGE AGREEMENTSenior Convertible Notes Exchange Agreement • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Senior Convertible Notes Exchange Agreement (this “Agreement”) dated as of November 13, 2023 (the “Effective Date”) is among Nuburu, Inc., a Delaware Corporation (the “Company”), and the parties listed on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services
This Stockholder Support Agreement dated as of August 5, 2022 (this “Agreement”) is among Tailwind Acquisition Corp., a Delaware corporation (“SPAC”), and certain of the stockholders of Nuburu, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Business Combination Agreement, dated as of August 5, 2022 (the “BCA”), among SPAC, Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SPAC (“Merger Sub”), and the Company.
AMENDMENT TO Preferred Stock Sale Option AGREEMENTPreferred Stock Sale Option Agreement • November 22nd, 2022 • Tailwind Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Amendment (this “Amendment”), dated as of November 22, 2022, by and among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and the other signatories hereto (together with the Company, the “Parties”), is to that certain Preferred Stock Sale Option Agreement, dated as of August 5, 2022 (the “Sale Option Agreement”), by and among the Company and the Holders (as defined therein). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Sale Option Agreement.
AMENDED AND RESTATED SPONSOR SUPPORT AND FORFEITURE AGREEMENTSponsor Support and Forfeiture Agreement • January 31st, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
This AMENDED AND RESTATED SPONSOR SUPPORT AND FORFEITURE AGREEMENT (this “Agreement”), dated as of January 31, 2023, is entered into by and among Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tailwind Acquisition Corp., a Delaware corporation (the “SPAC”), and Nuburu, Inc., a Delaware corporation (the “Company”).
Preferred Stock Sale OPTION AGREEMENTPreferred Stock Sale Option Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services
This Preferred Stock Sale Option Agreement (this “Agreement”) dated as of August 5, 2022 is among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”).
SPONSOR SUPPORT AND FORFEITURE AGREEMENTSponsor Support and Forfeiture Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services
This SPONSOR SUPPORT AND FORFEITURE AGREEMENT (this “Agreement”), dated as of August 5, 2022, is entered into by and among Tailwind Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Tailwind Acquisition Corp., a Delaware corporation (the “SPAC”), and Nuburu, Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG TAILWIND ACQUISITION CORP., COMPASS MERGER SUB, INC., QOMPLX, INC. AND RATIONEM, LLC, IN ITS CAPACITY AS THE COMPANY STOCKHOLDER REPRESENTATIVE DATED AS OF MARCH 1, 2021Business Combination Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by and among Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (the “Company”), and Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the Company Stockholders as set forth herein (the “Company Stockholder Representative”). Tailwind, Merger Sub, the Company and the Company Stockholder Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AGREEMENT AND PLAN OF MERGER by and among QOMPLX, INC., SUNRISE ACQUISITION, INC., SENTAR, INC., and SUNRISE REP FUND, LLC, AS REPRESENTATIVE Dated: February 22, 2021Agreement and Plan of Merger • May 14th, 2021 • Tailwind Acquisition Corp. • Services-management consulting services • Alabama
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is executed this 22nd day of February, 2021, by and among QOMPLX, Inc., a Delaware corporation (the “Parent”); Sunrise Acquisition, Inc., an Alabama corporation (the “Merger Sub”); Sentar, Inc., an Alabama corporation (the “Company”); and Sunrise Rep Fund, LLC, a Delaware limited liability company (the “Representative”) acting solely in its capacity as representative for Shareholders and Option Holders as provided herein and not in its individual capacity. Each of the foregoing parties may be referred to herein individually as a “Party” and collectively as the “Parties.”
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Note and Warrant Purchase Agreement, dated as of June 12, 2023 (this “Agreement”), is entered into by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 9 hereof.
