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”).
Tailwind Acquisition Corp. Los Angeles, California 90046Letter Agreement • January 31st, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Tailwind Acquisition Corp., a Delaware corporation (the “Company”), Tailwind Sponsor LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) entered into a letter on September 3, 2020 (the “Original Date”) (as amended by that certain Amendment to Letter Agreement, dated as of November 22, 2022, the “Letter Agreement”), which was delivered 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
SHARE TRANSFER AGREEMENTShare Transfer Agreement • January 31st, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Share Transfer Agreement (“Agreement”), dated January 25, 2023, is entered into by and between Nautilus Master Fund, L.P. (the “Holder”) and Tailwind Sponsor LLC (the “Insider”).
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 31st, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
This Second Amendment (this “Amendment”), dated as of January 31, 2023, by and among Nuburu, Inc., a Delaware corporation f/k/a Tailwind Acquisition Corp. (the “Company”), and the other signatories hereto (together with the Company, the “Parties”), is to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated as of August 5, 2022 (as amended by the Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated November 28, 2022, the “Registration Rights 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 Registration Rights Agreement.
