Exhibit 10.3


 


AMENDMENT
TO Preferred Stock Sale Option AGREEMENT


 


This Amendment (this “Amendment”),
dated as of November 22, 2022, by and among Tailwind Acquisition Corp., a Delaware corporation (the “Company”), and the
other signatories hereto (together with the Company, the “Parties”), is to that certain Preferred Stock Sale Option
Agreement, dated as of August 5, 2022 (the “Sale Option 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 Sale Option
Agreement.


 


RECITALS


 


WHEREAS, Section 8.12
of the Registration Rights Agreement, as incorporated into Section 5 of the Sale Option Agreement, provides that the Sale Option
Agreement may be amended prior to the Effective Time only by an agreement in writing signed by the Company and the Holders; and


 


WHEREAS, each of the
Parties desires to amend, and does hereby amend, the Sale Option Agreement to remove Anzu Nuburu IV LLC as a Party to the Sale Option
Agreement so as to correct a scrivener’s error, such entity having dissolved pursuant to the filing of Articles of Dissolution with
the Florida Department of State on February 16, 2021.


 


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:


 


		1.	Amendments to the Sale Option Agreement.



 


(a)            The
definition of “Holders” on Schedule A of the Sale Option Agreement is hereby amended and restated in its entirety as
follows:


 


“Anzu
Holders


 


Anzu Nuburu
LLC


Anzu Nuburu
II LLC


Anzu Nuburu
III LLC


Anzu Nuburu V
LLC”


 


		2.	References to the Sale Option Agreement. After giving effect to this Amendment, unless the context
otherwise requires, each reference in the Sale Option Agreement to “this Agreement,” “hereof,” “hereunder,”
 “herein,” or words of like import referring to the Sale Option Agreement shall refer to the Sale Option Agreement as amended
by this Amendment. Except as specifically set forth above, the Sale Option 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 Sale Option Agreement as set forth herein for all purposes of the Sale Option Agreement.



 


		3.	Other Miscellaneous Provisions. Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.12, 8.13 and
8.15 of the Registration Rights Agreement, as incorporated through Section 5 of the Sale Option Agreement, shall apply to this Amendment
as if set forth herein, mutatis mutandis.



 


[Signatures Follow]


 






    


     


    

 


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


 


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



 


[Signature Page to Amendment to Preferred Stock Sale Option Agreement]


 


 






    


     


    

 


	 	HOLDERS:
	 	 
	 	Anzu Nuburu LLC
	 	 
	 	 
	 	By:	/s/ David Seldin
	 	Print Name: David Seldin
	 	Title: Manager
	 	 
	 	Anzu Nuburu II LLC
	 	 
	 	 
	 	By:	/s/ David Seldin
	 	Print Name: David Seldin
	 	Title: Manager
	 	 
	 	Anzu Nuburu III LLC
	 	 
	 	 
	 	By:	/s/ David Seldin
	 	Print Name: David Seldin
	 	Title: Manager
	 	 
	 	 
	 	Anzu Nuburu V LLC
	 	 
	 	By:	/s/ David Seldin
	 	Print Name: David Seldin
	 	Title: Manager



 


[Signature Page to Amendment to Preferred
Stock Sale Option Agreement]