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”).
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • August 8th, 2022 • Tailwind Acquisition Corp. • Services-management consulting services • Delaware
This Amended and Restated Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of August 5, 2022 is among Tailwind Acquisition Corp., a Delaware Corporation (the “Company”), and the Holders (as defined below). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business Combination Agreement”), among the Company, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nuburu, Inc., a Delaware corporation (“Nuburu”).
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.
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.
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”).
