0000950170-24-044503 Sample Contracts

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).

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Contract
Nuburu, Inc. • April 15th, 2024 • 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.

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Contract
Nuburu, Inc. • April 15th, 2024 • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY 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.

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Note and Warrant Purchase Agreement, dated as of November 13, 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.

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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).

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SENIOR CONVERTIBLE NOTES EXCHANGE AGREEMENT
Senior 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Registration Rights Agreement (this “Agreement”) dated as of November 13, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Securities Purchase Agreement, dated April 3, 2024 (this “Agreement”), is entered into by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each an “Investor” and, collectively, the “Investors”).

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INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • April 15th, 2024 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies

This INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of November 13, 2023 (this “Agreement”), between and among, (a) the holders (the “Senior Convertible Notes Holders”) of those certain senior convertible notes (the “Senior Convertible Notes”) issued pursuant to the Senior Convertible Notes Exchange Agreement, dated November 13, 2023, by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the noteholders signatory thereto (the “Senior Convertible Notes Exchange Agreement”), (b) the holders (the “Junior Bridge Notes Holders”) of those certain secured promissory notes (the “Junior Bridge Notes”) issued pursuant to the Note and Warrant Purchase Agreement, dated November 13, 2023, by and among the Company and the investors signatory thereto (the “Junior Bridge Notes Purchase Agreement”),

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