0001193125-26-296580 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2026, between Nuburu, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
NUBURU, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS PRE-FUNDED 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (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 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [●], 2026, is by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the undersigned buyer (the “Buyer”).
ON DEMAND FACILITY AGREEMENT BETWEEN AND DATED 18 MARCH 2025 AND AS AMENDED BY A FIRST DEED OF AMENDMENT DATED 10 JUNE 2025, A SECOND DEED OF AMENDMENT DATED 29 AUGUST 2025, A THIRD DEED OF AMENDMENT DATED 31 DECEMBER 2025 AND A FOURTH DEED OF...On Demand Facility Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • England and Wales
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUBURU, INC.Pre-Funded Common Stock Purchase Warrant • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Indigo Capital LP 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 the third anniversary of the date of issuance (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuburu, Inc., a Delaware corporation (the “Company”), up to 4,398,399 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Subject to the terms and conditions herein (this “Agreement”), Nuburu, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of [__] of registered shares (the “Shares”) of the Company's common stock, $0.0001 par value per share (the “Common Stock”) or prefunded common stock purchase warrants in lieu thereof, each to purchase one share of Common Stock (the “Prefunded Warrants”, and the shares of Common Stock underlying the Prefunded Warrants, the “Prefunded Warrant Shares”), and [__] shares of convertible preferred stock (the “Preferred Stock”, and the shares of Common Stock underlying the Preferred Stock and the Common Warrants, the “Underlying Shares”, and collectively with the Shares, the Prefunded Warrants, the Preferred Stock and the Underlying Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Joseph Gunnar & Co., LLC (the “Placement Agent”). The documents executed and delivered
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This EXCHANGE AGREEMENT (the “Agreement”), dated as of May 11, 2026 (the “Execution Date”), is between Nuburu, Inc., a Delaware corporation (the “Company”), and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, collectively, the “Buyers”).
ContractInvestment Agreement • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.
PLACEMENT AGENT’S PURCHASE WARRANT Nuburu, Inc.Placement Agent's Purchase Warrant • July 7th, 2026 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This PLACEMENT AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnard & Co., LLC 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 date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July [__], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nuburu, Inc., a Delaware corporation (the “Company”), up to [__]1 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).