Exhibit 10.1


 


AMENDMENT TO SPONSOR SUPPORT AND FORFEITURE
AGREEMENT


 


This Amendment (this “Amendment”),
dated as of November 22, 2022, by and among Tailwind Acquisition Corp., a Delaware corporation (the “SPAC”),
Tailwind Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Nuburu, Inc., a Delaware corporation
(the “Company”), is to that certain Sponsor Support and Forfeiture Agreement, dated as of August 5, 2022 (the
 “Support Agreement”), by and among the SPAC, the Sponsor and the Company. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Support Agreement.


 


RECITALS


 


WHEREAS, each of the
SPAC, the Sponsor and the Company desire to amend, and do hereby amend, the Support Agreement as set forth in this Amendment.


 


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 SPAC, the Sponsor and the Company, intending to be legally bound, hereby agree as
follows:


 


		1.	Amendments to the Support Agreement.



 


(a)            The
following definition is added to Section 3 of the Support Agreement:


 


““Sponsor Loan”
means 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.”


 


(b)            The
following definitions in Section 3 of the Support Agreement are hereby amended and restated in their entirety as follows:


 


““Expense Excess Shares”
means an amount of SPAC Class B Common Stock equal to the product of (i) two (2.0), multiplied by (ii) the quotient obtained
by dividing (x) the excess, if any, of (A) the SPAC Forfeiture Expenses over (B) $6,000,000, by (y) ten dollars ($10).


 


“SPAC Forfeiture Expenses”
means all fees, expenses and disbursements incurred by or on behalf of the SPAC or Merger Sub in connection with the Transactions or
otherwise in connection with the SPAC’s operations, including in connection with any prior transactions pursued by the SPAC and
all obligations (including principal and accrued but unpaid interest) for the payment of borrowed money, other than (i) expenses
incurred by the SPAC and owed to Loop Capital Markets LLC and Tigress Financial Partners in their capacities as capital markets advisors
in connection with the Transactions, (ii) expenses incurred in obtaining the SPAC D&O Tail Policy and any directors and officers
insurance premium with respect to the renewal of the SPAC’s directors and officers policy, (iii)the repayment of the Sponsor Loan,
(iv) any reasonable and documented out-of-pocket fees and expenses incurred in connection with any third-party litigation threatened
or commenced in connection with the Transactions prior to the Closing, and (v) any other fees or expenses borne by the Company
pursuant to Section 10.11 of the BCA.”


 






     


     


    

 


		2.	References to the Support Agreement. After giving effect to this Amendment, unless the context
otherwise requires, each reference in the Support Agreement to “this Agreement,” “hereof,” “hereunder,”
 “herein,” or words of like import referring to the Support Agreement shall refer to the Support Agreement as amended by this
Amendment. Except as specifically set forth above, the Support Agreement shall remain unaltered and in full force and effect and the respective
terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. Upon the execution and delivery of this Amendment
by the parties hereto, (a) this Amendment shall become immediately effective, and (b) this Amendment shall be incorporated in,
and become a part of, the Support Agreement as set forth herein for all purposes of the Support Agreement.



 


		3.	Other Miscellaneous Provisions. Section 13 of the Support Agreement shall apply to this Amendment
as if set forth herein, mutatis mutandis.



 


[Signatures Follow]


 






    	 	- 2 -	 



     


    

 


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


 


	 	SPONSOR:
	 	 
	 	TAILWIND SPONSOR LLC  
	 	 
	 	By:	 /s/ Philip Krim        
	 	Name:	Philip Krim
	 	Title:	Manager



 


	 	SPAC:
	 	 
	 	TAILWIND ACQUISITION CORP.  
	 	 
	 	By:	/s/ Chris Hollod                   
	 	Name:	Chris Hollod
	 	Title:	Chief Executive Officer


 


	 	COMPANY:
	 	 
	 	NUBURU, INC.  
	 	 
	 	By:	/s/ Mark Zediker                  
	 	Name:	Mark Zediker
	 	Title:	Chief Executive Officer 


 


[Signature Page to Amendment to Sponsor Support
and Forfeiture Agreement]