Exhibit 10.1

EXECUTION VERSION

SHARE TRANSFER AGREEMENT

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”).

RECITALS:

A. The Holder desires to acquire (the “Acquisition”) 100,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Tailwind Acquisition Corp. (“Tailwind”).

B. The Holder is willing to acquire such shares prior to the closing (the “Closing”) of the proposed business combination pursuant to that certain Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time), by and among Tailwind, Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind, and Nuburu, Inc., a Delaware corporation, dated August 5, 2022, upon the terms set forth herein.

C. As consideration for the Acquisition, Tailwind desires to transfer and convey to the Holder, and the Holder desires to accept from Tailwind, 150,000 shares of common stock, par value $0.0001 per share, of Tailwind (“Transferred Founder Shares”).

D. In connection with the transfer and conveyance of such Transferred Founder Shares, and concurrently with the conveyance of the Transferred Founder Shares, the Holder agrees to execute the Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement in substantially the form attached hereto as Exhibit A (the “Registration Rights Amendment”) which amends that certain Amended and Restated Registration Rights and Lock-Up Agreement dated August 5, 2022 by and among Tailwind and the other signatories thereto, as amended by the Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated November 22, 2022 (as amended, modified, or supplemented from time to time, the “Registration Rights Agreement”), and to the extent required Insider agrees to transfer its rights to Holder under the Registration Rights Agreement with respect to the Transferred Founder Shares, which contains, among other things, certain restrictions on the transferability of the Transferred Founder Shares.

IT IS AGREED:

1. Acquisition; Redemption Reversal. The Holder hereby agrees to use commercially reasonable efforts to seek to acquire 100,000 shares of Class A Common Stock (the “Acquired Shares”) from a third party who has previously submitted an election to redeem that has not, as of the date hereof, been reversed, for the purposes of Holder reversing such election to redeem on or following the date hereof. The Insider acknowledges and agrees that any failure by Holder to acquire the Acquired Shares despite the use of commercially reasonable efforts by Holder, shall not constitute a breach of this Agreement but shall render this Agreement null and void, without liability on Holder.

2. Insider Stock Transfers.

(a.) In consideration of the agreement set forth in Section 1 hereof, the Insider (or its designees) will, immediately after the Closing, transfer to the Holder the Transferred Founder Shares beneficially owned by it (or its designees) if the Acquired Shares are acquired and not redeemed before the Closing. The Transferred Founder Shares shall be re-issued in the name of the Holder either in physical certificate form or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System, as directed by the Holder.

(b.) The Holder acknowledges that, pursuant to the limited liability company operating agreement governing the Insider, prior to, or at the time of, an initial business combination, the managers of the Insider have the authority to cause the Insider to subject the Transferred Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Transferred Founder Shares were issued or any restrictions or other provisions relating to the Transferred Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into any other arrangements with respect to the

Transferred Founder Shares, and that the managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. The Insider acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall not apply to the Transferred Founder Shares being transferred to the Holder hereunder and the terms and conditions applicable to the Transferred Founder Shares being transferred to the Holder hereunder shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.

3. Representations of the Holder. The Holder hereby represents and warrants to the Insider that:

(a.) The Holder, in making the decision to receive the Transferred Founder Shares from the Insider, has not relied upon any oral or written representations or assurances from the Insider or any of Tailwind’s officers, managers, directors, partners or employees or any other representatives or agents. Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Transferred Founder Shares.

(b.) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject.

(c.) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors.

(d.) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the transfer of Transferred Founder Shares contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

(e.) The Holder is acquiring the Transferred Founder Shares solely for investment purposes, for such Holder’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and Holder has no present arrangement to sell the Transferred Founder Shares to or through any person or entity except as may be permitted hereunder.

(f.) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Transferred Founder Shares. The Holder is aware that an investment in the Transferred Founder Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Transferred Founder Shares, including those restrictions described or provided for in this Agreement and the Registration Rights Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment.

(g.) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Holder in connection with the acquisition of the Transferred Founder Shares nor is Investor entitled to or will accept any such fee or commission.

(h.) The Holder understands that the Transferred Founder Shares are being offered and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.

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4. Insider Representations. The Insider hereby represents, warrants and covenants to the Holder that:

(a.) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject.

(b.) The Insider (or its designees) is the beneficial owner of the Transferred Founder Shares and will transfer them to the Holder immediately following to the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in the Registration Rights Agreement.

(c.) Neither the Insider nor Tailwind have disclosed to the Holder material non-public information with respect to Tailwind.

(d.) The Insider acknowledges that the Holder is seeking to acquire the Acquired Shares from a third-party investor and the Insider shall use commercially reasonable efforts to assist Holder in acquiring such shares from such third party and the Insider is not aware of any restriction contained in any of the transaction documents relating to Tailwind or the Business combination that would restrict or prevent the third party from transferring the Acquired Shares to Holder.

5. Registration Rights Amendment. Immediately following the Closing, the Holder and the Insider shall execute the Registration Rights Amendment.

6. Disclosure; Exchange Act Filings. As soon as practicable after execution of this Agreement, Tailwind will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the execution of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. The Insider agrees that the name of the Holder shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule.

7. Entire Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may be amended or modified only by written instrument signed by all parties. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, including the conflicts of law provisions and interpretations thereof.

9. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

10. Termination. This Agreement shall become null and void and of no force and effect if any of the Acquired Shares are submitted to Tailwind’s transfer agent with valid instructions to redeem such Acquired Shares. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to transfer the Transferred Founder Shares to the Holder shall be conditioned on the Closing occurring.

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11. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement (which for certainty does not include any failure by Holder to acquire the Acquired Shares as set out in Section 1 hereof) by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

12. Acknowledgement; Waiver. The Holder (i) acknowledges that the Insider may possess or have access to material non-public information which has not been communicated to the Holder; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider or any of the Tailwind’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims arising under Rule 10-b(5) of the Securities and Exchange Act of 1934; and (iii) is aware that the Insider is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.

13. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

[Signature Page Follows]

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[Signature page to Share Transfer Agreement]

Exhibit A

Second Amendment to Registration Rights and Lock-Up Agreement

(attached)

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

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.

RECITALS

WHEREAS, Section 8.12 of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended following the Effective Time only by an agreement in writing signed by the Company and the Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Holders (provided the Holders or their Permitted Transferees hold Registrable Securities at the time of such amendment) (the “Requisite Threshold”);

WHEREAS, the undersigned constitute the Requisite Threshold; and

WHEREAS, each of the Parties desires to amend, and does hereby amend, the Registration Rights Agreement to add Nautilus Master Fund, L.P. as a Party to the Registration Rights Agreement, and to make such other amendments as are set forth in this Amendment to be effective as of immediately following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

(a) The defined term “Lock-up Period” in Section 1.1 of the Registration Rights Agreement is hereby amended by adding a new subsection as follows:

“(c) For the Periscope Holder, the period beginning on the Closing Date and ending on the earliest of:

(i) September 30, 2023, or

(ii) such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.”

(b) The defined term “New Holders” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:

““New Holders” shall mean (i) the Anzu Holders, (ii) the Founder Holders, (iii) the Nuburu Holders, (iv) with respect to the definition of “Registrable Security”, “Registrable Securities” and Section 2.1, Section 2.3.1 through 2.3.4, Section 3.2, Section 3.3, Article IV, Article VI and Article VIII only, the Convertible Note Holders and the Warrantholders, and (v) with respect to the definition of “Registrable Security”, “Registrable Securities” and Section 2.1, Section 2.3.1 through 2.3.4, Section 3.2 through Section 3.6, Article IV, Article V, Article VI and Article VIII only, the Periscope Holder.””

(c) Section 1.1 of the Registration Rights Agreement is hereby amended by adding the following definition:

“Periscope Holder” shall mean Nautilus Master Fund, L.P..

(d) The defined term “Restricted Securities” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:

““Restricted Securities” shall mean with respect to a Holder and its respective Permitted Transferees:

(A) any Common Stock to be issued to such Holder at the Effective Time as merger consideration pursuant to the Business Combination Agreement (including any Common Stock to be issued to such Holder as a result of any exercise of any Nuburu options prior to the Effective Time);

(B) any Common Stock to be issued to such Holder pursuant to the settlement or exercise of any Exchanged Option or Exchanged RSU held by such Holder at or immediately following the Effective Time;

(C) any Common Stock to be issued to such Holder pursuant to any SPAC Warrant held by such Holder at or immediately following the Effective Time;

(D) any Common Stock to be issued to such Holder as a result of any conversion of any New SPAC Series A Preferred that was acquired by such Holder pursuant to the Company’s exercise of the Option (as such term is defined in the Sale Option Agreement); and

(E) any Common Stock transferred by the Original Holder or its affiliates to the Periscope Holder at or immediately following the Effective Time.

Notwithstanding the foregoing, any Common Stock to be issued pursuant to a Convertible Note or issued pursuant to the exercise or deemed exercise of any Company Warrant shall not be “Restricted Securities.””

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[Signatures Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first written above.

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

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.

RECITALS

WHEREAS, Section 8.12 of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended following the Effective Time only by an agreement in writing signed by the Company and the Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Holders (provided the Holders or their Permitted Transferees hold Registrable Securities at the time of such amendment) (the “Requisite Threshold”);

WHEREAS, the undersigned constitute the Requisite Threshold; and

WHEREAS, each of the Parties desires to amend, and does hereby amend, the Registration Rights Agreement to add Nautilus Master Fund, L.P. as a Party to the Registration Rights Agreement, and to make such other amendments as are set forth in this Amendment to be effective as of immediately following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

(a) The defined term “Lock-up Period” in Section 1.1 of the Registration Rights Agreement is hereby amended by adding a new subsection as follows:

“(c) For the Periscope Holder, the period beginning on the Closing Date and ending on the earliest of:

(i) September 30, 2023, or

(ii) such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.”

(b) The defined term “New Holders” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:

““New Holders” shall mean (i) the Anzu Holders, (ii) the Founder Holders, (iii) the Nuburu Holders, (iv) with respect to the definition of “Registrable Security”, “Registrable Securities” and Section 2.1, Section 2.3.1 through 2.3.4, Section 3.2, Section 3.3, Article IV, Article VI and Article VIII only, the Convertible Note Holders and the Warrantholders, and (v) with respect to the definition of “Registrable Security”, “Registrable Securities” and Section 2.1, Section 2.3.1 through 2.3.4, Section 3.2 through Section 3.6, Article IV, Article V, Article VI and Article VIII only, the Periscope Holder.””

(c) Section 1.1 of the Registration Rights Agreement is hereby amended by adding the following definition:

“Periscope Holder” shall mean Nautilus Master Fund, L.P..

(d) The defined term “Restricted Securities” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:

““Restricted Securities” shall mean with respect to a Holder and its respective Permitted Transferees:

(A) any Common Stock to be issued to such Holder at the Effective Time as merger consideration pursuant to the Business Combination Agreement (including any Common Stock to be issued to such Holder as a result of any exercise of any Nuburu options prior to the Effective Time);

(B) any Common Stock to be issued to such Holder pursuant to the settlement or exercise of any Exchanged Option or Exchanged RSU held by such Holder at or immediately following the Effective Time;

(C) any Common Stock to be issued to such Holder pursuant to any SPAC Warrant held by such Holder at or immediately following the Effective Time;

(D) any Common Stock to be issued to such Holder as a result of any conversion of any New SPAC Series A Preferred that was acquired by such Holder pursuant to the Company’s exercise of the Option (as such term is defined in the Sale Option Agreement); and

(E) any Common Stock transferred by the Original Holder or its affiliates to the Periscope Holder at or immediately following the Effective Time.

Notwithstanding the foregoing, any Common Stock to be issued pursuant to a Convertible Note or issued pursuant to the exercise or deemed exercise of any Company Warrant shall not be “Restricted Securities.””

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[Signatures Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first written above.

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

[Signature Page to Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement]

Exhibit 10.3

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.

Execution Version

AMENDED AND RESTATED SPONSOR SUPPORT AND FORFEITURE AGREEMENT

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”).

RECITALS

WHEREAS, the Company, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the SPAC are parties to that certain Business Combination Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the SPAC;

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA;

WHEREAS, as a condition and inducement to the willingness of the Company to enter into the BCA, the SPAC, the Company and the Sponsor entered into that certain Sponsor Support and Forfeiture Agreement, dated as of August 5, 2022 (the “Original Date”) (as amended by the Amendment to the Sponsor Support and Forfeiture Agreement dated November 22, 2022, the “Original Agreement”); and

WHEREAS, each of the SPAC, the Sponsor and the Company desires to amend and restate, and does hereby amend and restate, the Original Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Sponsor, the SPAC and the Company hereby agree as follows:

AGREEMENT

1. Voting Agreement. The Sponsor hereby unconditionally and irrevocably agrees that during the period from the Original Date through the Termination Date as determined in accordance with Section 13, at the SPAC Stockholders’ Meeting or at any other meeting of the stockholders of the SPAC (whether annual or extraordinary and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of the stockholders of the SPAC related to the Transactions, the Sponsor has, through the date hereof, and shall:

(a) when such meeting is held, appear at such meeting or otherwise cause all shares of SPAC Common Stock or any other voting securities of the SPAC which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Original Date or later acquired (the “Sponsor Shares”), to be counted as present thereat for the purpose of establishing a quorum;

(b) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares (i) in favor of the approval and adoption of the BCA and approval of the Merger and all other Transactions, (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the SPAC under the BCA or hereunder or that would reasonably be expected to result in the failure of the Merger or the other Transactions from being consummated, (iii) for the approval of an extension of the deadline for SPAC to consummate its initial business combination at the extraordinary general meeting scheduled to be held prior to September 9, 2022, or any adjournment thereof and (iv) each of the proposals and any other matters necessary or reasonably requested by the SPAC for consummation of the Merger and the other Transactions; and

(c) vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of the Sponsor Shares against (i) any Alternative Transaction and (ii) any other action that would reasonably be expected to (x) prevent, materially delay or materially impede the Merger or any of the other Transactions, or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement.

2. Non-Redemption. The Sponsor hereby unconditionally and irrevocably agrees that during the period from the Original Date through the Termination Date, the Sponsor has not, and shall not, elect to redeem or tender or submit for redemption any of the shares of SPAC Common Stock or any other voting securities of the SPAC which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of the Original Date or later acquired (the “Sponsor Shares”) pursuant to or in connection with any vote for the approval of any extension of the deadline for the SPAC to consummate its initial business combination.

3. Sponsor Promote Adjustment. In connection with the consummation of the Transactions, the Sponsor agrees that, upon and subject to the occurrence of the Closing, the Sponsor shall automatically forfeit and cancel, without any further action by the Sponsor or any other Person or any further consideration therefor, all of the Sponsor Shares, other than 1,000,000 Sponsor Shares.

4. Warrant Cancellation. In connection with the consummation of the Transactions, the Sponsor agrees that, upon and subject to the occurrence of the Closing, the Sponsor shall automatically forfeit and cancel, without any further action by the Sponsor or any other Person, all of the SPAC Warrants that are held by the Sponsor (the “Sponsor Warrants”).

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5. Transfer of Shares. The Sponsor hereby represents that, from the Original Date until the date hereof, it has not, and the Sponsor hereby agrees that, other than as may be required by a Governmental Authority or other Law, from the date hereof until the Termination Date, it shall not, without the consent of the Company, directly or indirectly, (a) offer for sale, sell, assign, transfer (including by operation of law), create any Lien on, dispose of or otherwise encumber any of the Sponsor Shares or any of the Sponsor Warrants (any of the forgoing, a “Transfer”) or otherwise agree to do any of the foregoing, (b) deposit any Sponsor Shares or any of the Sponsor Warrants into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking requiring the Transfer of any Sponsor Shares or any of the Sponsor Warrants; provided, however, that the foregoing shall not apply to transfers made by the Sponsor to Nautilus Master Fund, L.P. or to Cohen & Company Capital Markets (“CCM”), a division of J.V.B. Financial Group, LLC, immediately following the Effective Time (as defined in the BCA). The Sponsor hereby expressly represents that from the Original Date until the date hereof it has complied with, and hereby expressly agrees that from the date hereof through the Termination Date it will continue to comply with, the restrictions on transfer of the Sponsor Shares and the Sponsor Warrants set forth in Section 5 of that certain amended and restated letter agreement among the Sponsor, the SPAC and the other parties thereto dated January 31, 2023 (as amended, modified or otherwise supplemented from time to time, the “Founder Lock-Up Agreement”) and neither the Company nor the SPAC has, since the Original Date, agreed to, or will agree to, any waiver, amendment or modification of such provisions without the prior written consent of the Company (other than the Founder Lock-up Agreement).

6. Preferred Share Waiver. The Sponsor hereby waives (for itself, for its successors, heirs, and assigns), but subject to the occurrence of the Closing, to the fullest extent permitted by law, its entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance other than with respect to 650,000 shares of the New SPAC Series A Preferred Stock, such that 650,000 shares of New SPAC Series A Preferred Stock shall be issued to the Sponsor or its successors, heirs, and assigns pursuant to the Preferred Stock Issuance, regardless of the effect of Section 3 hereof.

7. No Solicitation of Transactions. The Sponsor agrees that it is a Representative of the SPAC and shall be bound to the same extent the SPAC and its Representatives are bound, respectively, to the provisions contained in Section 7.06 of the BCA.

8. Waiver of Anti-Dilution Provision. The Sponsor hereby waives (for itself, for its successors, heirs, and assigns) (but subject to consummation of the Merger), to the fullest extent permitted by law, the ability to adjust the Initial Conversion Ratio (as defined in the SPAC’s Amended and Restated Certificate of Incorporation dated September 1, 2020 (the “SPAC Charter”)), pursuant to Section 4.3(b) of SPAC Charter to have the SPAC Class B Common Stock convert to SPAC Class A Common Stock at a ratio of greater than one-for-one or any other adjustments or anti-dilution protections that arise in connection with the issuance of shares of the SPAC at or in connection with the Closing (the “Waiver”). The Waiver shall be applicable only in connection with the Transactions and this Sponsor Agreement (and any issuance of SPAC Class A Common Stock, or Equity-linked Securities (as defined in the SPAC Charter), issued by the SPAC, in connection with the Transactions and this Sponsor Agreement).

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9. Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to the SPAC and the Company, except as otherwise set forth herein, as of the Original Date and as of the date hereof as follows:

(a) The Sponsor has good, valid and marketable title to, the Sponsor Shares (which, as of the date hereof, consists of 8,355,393 shares of SPAC Class B Common Stock), free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of the SPAC (including, without limitation, for the purposes hereof, any agreement between or among stockholders of the SPAC).

(b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares and the Sponsor Warrants, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares and the Sponsor Warrants that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Sponsor Shares and the Sponsor Warrants that is inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.

(c) The Sponsor (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has taken all limited liability company or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Sponsor and constitutes a valid and binding agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to the Remedies Exceptions.

(d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor from, or to be given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other Transactions.

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(e) The execution, delivery and performance of this Agreement by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the performance by the Sponsor of its obligations under this Agreement or the consummation of the Merger or any of the other Transactions.

(f) There is not currently any Action pending against the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or record ownership of the Sponsor Shares or the Sponsor Warrants, the validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement.

(g) The Sponsor understands and acknowledges that each of the SPAC and the Company has entered into the BCA and, if consummated, would be consummating the Closing, in each case, in reliance upon the Sponsor’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Sponsor contained herein.

(h) As of the date of this Agreement (and, for clarity, after giving effect to any payoff letter or settlement agreement provided to the Company prior to the date of this Agreement), to the knowledge of the Sponsor, the aggregate amount of Outstanding SPAC Expenses incurred prior to or at Closing is not in excess of $2,549,702.51.

10. Further Assurances. From time to time, at either the SPAC’s or the Company’s request and without further consideration, the Sponsor shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement or the consummation of the Merger or any of the other Transactions.

11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by email (with confirmation of receipt) or sent by a nationally recognized overnight courier service to the parties hereto at the following addresses (or at such other address for a party as shall be specified by like notice made pursuant to this Section 10):

if to the Sponsor:

c/o Tailwind Acquisition Corp.

1545 Courtney Ave

Los Angeles, California 90046

Attention: Chris Hollod

E-mail: [...]

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with a copy to (which will not constitute notice):

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention:    Adam M. Turteltaub; Danielle Scalzo

Email:          aturteltaub@willkie.com; dscalzo@willkie.com

if to the Company:

Nuburu, Inc.

7442 Tucson Way, Suite 130

Centennial, CO 80112

Attention: Dr. Mark Zediker

Email: [...]

with a copy to (which will not constitute notice):

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304

Attention: Michael J. Danaher; Brian Dillavou

Email: mdanaher@wsgr.com; bdillavou@wsgr.com

and with a copy to (which will not constitute notice):

Wilson Sonsini Goodrich & Rosati

701 Fifth Avenue, Suite 5100

Seattle, Washington 98104

Attention: Brendan Ripley Mahan

Email: bmahan@wsgr.com

12. Specific Performance. Each party acknowledges and agrees that the other parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such parties are entitled at law or in equity.

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13. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

14. Construction; Miscellaneous. Section 1.03, and Sections 10.03 through 10.13 of the BCA shall apply to this agreement, mutatis mutandis.

15. Termination. This Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time this Agreement is terminated upon the mutual written agreement of the SPAC, the Company and the Sponsor (the earliest such date under clause (i) and (ii) being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections 1, 2, 4, and 5 shall no longer be effective from and after the Closing of the Merger; provided further, that the provisions set forth in Sections 8 through 12 shall survive the Termination Date.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized persons thereunto duly authorized) as of the date first written above.

[Signature Page to Amended and Restated Sponsor Support and Forfeiture Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized persons thereunto duly authorized) as of the date first written above.

[Signature Page to Amended and Restated Sponsor Support and Forfeiture Agreement]

Exhibit 10.4

Execution Version

January 31, 2023

Tailwind Acquisition Corp.

1545 Courtney Ave

Los Angeles, California 90046

Ladies and Gentlemen:

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 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 sold in the Public Offering pursuant to the registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.

On August 5, 2022, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nuburu, Inc., a Delaware corporation (“Nuburu”), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into Nuburu (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Nuburu surviving such merger as a wholly owned subsidiary of the Company.

In connection with the consummation of the Business Combination, each of the Company, the Sponsor and the Insiders desire to amend and restate, and do hereby amend and restate in its entirety, the Letter Agreement as set forth herein, and hereby agree as follows:

1. Definitions. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Charter” shall mean the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time; (iii) “Founder Shares” shall mean, (x) prior to the occurrence of the Business Combination, the 8,625,500 shares of Class B Common Stock of the Company, par value $0.0001 per share (the “Class B Shares”), outstanding prior to the consummation of the Public Offering and (y) on and after the occurrence of the Business Combination, (A) the shares of New SPAC Common Stock (as defined in the Business Combination Agreement, “New SPAC Common Stock”) into which the Class B Shares will automatically convert in connection with, and upon the consummation of, the Business Combination and in accordance with the

Amended and Restated Sponsor Support and Forfeiture Agreement, dated as of January 31, 2023, by and among the Company, Sponsor and Nuburu (as amended, modified, or otherwise supplemented from time to time, the “Sponsor Support Agreement”) and (C) the shares of New SPAC Series A Preferred Stock (as defined in the Business Combination Agreement) to which the Sponsor or the Insiders are entitled to receive by virtue of the Preferred Stock Issuance (as defined in the Business Combination Agreement) and in accordance with the Sponsor Support Agreement; (iv) “Private Placement Warrants” shall mean the warrants to purchase shares of Common Stock of the Company that will be acquired by the Sponsor for an aggregate purchase price of $9,700,000 or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including Common Stock issuable upon conversion thereof); (v) “Public Stockholders” shall mean the holders of Common Stock included in the Units issued in the Public Offering; (vi) “Public Shares” shall mean the Common Stock included in the Units issued in the Public Offering; (vii) “Sponsor Debt” shall mean the indebtedness incurred or to be incurred by the Sponsor to make the Sponsor Loan; (viii) “Sponsor Loan” shall mean that certain indebtedness incurred or to be incurred by the SPAC up to an aggregate principal amount of $750,000 in connection with the SPAC shareholder approval of the amendment to the SPAC’s certificate of incorporation to extend the date by which the SPAC has to consummate a business combination, in the form of one or more non-interest bearing, unsecured promissory notes issued by the SPAC to the Sponsor; and (ix) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

2. Representations and Warranties.

(a) The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company as of the Original Date and as of the date hereof that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.

(b) Each Insider represents and warrants, with respect to herself or himself, as of the Original Date and as of the date hereof that such Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants as of the Original Date and as of the date hereof that such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

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3. Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks stockholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such stockholder approval.

4. Failure to Consummate a Business Combination; Trust Account Waiver.

(a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.

(b) The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).

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5. Lock-up; Transfer Restrictions.

(a) The Sponsor and the Insiders agree that they have not Transferred and shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) from the Original Date until September 30, 2023 (the “Founder Shares Lock-up Period”), except as provided in paragraph 5(c).

(b) The Sponsor and Insiders agree that they have not effectuated any Transfer and shall not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such warrants from the Original Date until 30 days after the completion of an initial Business Combination.

(c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Common Stock underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the extent (i) such Transfer(s) is made at a price no less than the daily volume-weighted average price on the trading day prior to such Transfer(s), as reported by Bloomberg; and (ii) the net proceeds from any such Transfer(s) made pursuant to this paragraph 5(b) do not exceed $1,350,000 in the aggregate and are used by the Sponsor to repay the Sponsor Debt, provided, however, that if such Transfer(s) is proposed to be made at a price that is less than the daily volume-weighted average price on the day prior to such Transfer(s), as reported by Bloomberg, Nuburu’s prior written consent must be obtained prior to any such Transfer(s); (c) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;(e) in the case of an individual, pursuant to a qualified domestic relations order; (f) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A Common Stock, as applicable, were originally purchased; (g) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (j) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) and (c) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

(d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Common Stock, Warrants or any other securities convertible into, or exercisable or exchangeable for, Common Stock held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 6(h) of the Underwriting Agreement.

6. Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

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7. Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

8. Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

9. Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.

10. Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

11. Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Common Stock and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a stock split, stock dividend, reverse stock split or stock repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Common Stock and Founder Shares outstanding at such time.

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12. Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

13. Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.

14. Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

15. Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.

16. Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

17. Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

18. Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

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