Exhibit 10.2


 


AMENDMENT TO AMENDED AND RESTATED REGISTRATION
RIGHTS AND LOCK-UP 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 Amended and Restated
Registration Rights and Lock-Up Agreement, dated as of August 5, 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 each of Whitney Haring-Smith, David Michael
and David Seldin as a Party to the Registration Rights Agreement, to remove Anzu Nuburu IV LLC as a Party to the Registration Rights
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, 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:


 


		1.	Timing of Effectiveness of Amendment. This Amendment is subject to and conditioned upon the occurrence
of the Effective Time and shall be effective only as of immediately following the Effective Time.



 


		2.	Amendments to the Registration Rights Agreement.



 


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


 


““Anzu Holders”
shall mean the Holders designated as “Anzu Holders” on Schedule A; provided that “Anzu Holders” shall not
include Anzu Partners LLC, Whitney Haring-Smith, David Michael or David Seldin for purposes of Article V or the definitions of “Lock-up
Period” and “Restricted Securities.””


 


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


 


“Convertible Note
Holders” shall mean the holders of Company Notes as of immediately prior to the Effective Time.


 






     


     


    

 


(c)             The
defined term “Converted Common Stock” in Section 1.1 of the Registration Rights Agreement is hereby amended and restated
in its entirety to read as follows:


 


““Converted
Common Stock” shall mean shares of Common Stock issued or issuable pursuant to the conversion of any New SPAC Series A
Preferred Stock.”


 


(d)            Subclause
(D) of the definition of “Registrable Security” in Section 1.1 of the Registration Rights Agreement is hereby amended
and restated in its entirety as follows:


 


“(D) [intentionally
omitted];”


 


(e)             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 the Anzu Holders, the Founder Holders, the Nuburu Holders and 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.””


 


(f)              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; and


 


(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).


 


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.””


 






    2


     


    

 


(g)            Section 5.1.2
of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“5.1.2 Notwithstanding
the foregoing subsection 5.1.1, (i) a Holder may Transfer any shares of Converted Common Stock beneficially owned
or owned of record by such Holder at any time if the sale price of the Converted Common Stock at which the Transfer occurs (x) exceeds
the 10-day VWAP per share of Common Stock, and (y) exceeds $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like), and (ii) an Anzu Holder may at any time Transfer any Common Stock to be issued to such Holder at
the Effective Time as merger consideration pursuant to the Business Combination Agreement (including, for clarity, any Common Stock to
be issued to such Holder as a result of any exercise or deemed exercise of any Nuburu warrants or options prior to the Effective Time)
that are beneficially owned or owned of record by such Holder if the sale price of the Common Stock at which the Transfer occurs (A) exceeds
the 10-day VWAP per share of Common Stock, and (B) exceeds $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like), provided that no such Transfer shall be permitted until the day that is five (5) Business Days following
the Closing Date (each such Transfer by an Anzu Holder pursuant to the foregoing (ii), a “Permitted Transfer”).”


 


(h)            Section 8.16
of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“Section 8.16.
Additional Holders. Notwithstanding the provisions of Section 8.12. above, at any time prior to the Closing Date, no consent
shall be necessary to add additional Warrantholders or Convertible Note Holders as signatories to this Agreement.”


 


(i)              The
definition of “Anzu Holders” on Schedule A of the Registration Rights Agreement is hereby amended and restated in its
entirety as follows:


 


“Anzu
Holders


 


Anzu Partners
LLC


Anzu Nuburu
LLC


Anzu Nuburu
II LLC


Anzu Nuburu
III LLC


Anzu Nuburu
V LLC


Whitney Haring-Smith


David Michael


David Seldin”


 


(j)              The
definition of “Original Holder” on Schedule A of the Registration Rights Agreement is hereby amended and restated in
its entirety as follows:


 


“Original
Holder


 


Tailwind Sponsor
LLC


 


Those Persons
(1) from whom Tailwind Sponsor LLC borrowed funds in connection with Tailwind Sponsor LLC loaning the Company up to an aggregate
principal amount of $750,000 in connection with the Company shareholder approval of the amendment to the Company’s certificate of
incorporation to extend the date by which the Company has to consummate a business combination and (2) to whom Tailwind Sponsor LLC
Transferred any Registrable Securities”


 






    3


     


    

 


		3.	References to the Registration Rights Agreement. After giving effect to this Amendment, unless
the context otherwise requires, each reference in the Registration Rights Agreement to “this Agreement,” “hereof,”
 “hereunder,” “herein,” or words of like import referring to the Registration Rights Agreement shall refer to the
Registration Rights Agreement as amended by this Amendment. Except as specifically set forth above, the Registration Rights 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
effective as of immediately following the Effective Time, and (b) this Amendment shall be incorporated in, and become a part of,
the Registration Rights Agreement as set forth herein for all purposes of the Registration Rights Agreement.



 


		4.	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 shall apply to this Amendment as if set forth herein, mutatis mutandis.



 


[Signatures Follow]


 






    4


     


    

 


IN WITNESS WHEREOF, the
undersigned 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
	 	 
	 	 
	 	ORIGINAL HOLDER:
	 	 
	 	TAILWIND SPONSOR LLC
	 	 
	 	 
	 	By:	/s/ Philip Krim
	 	Name: Philip Krim
	 	Title: Manager


 


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


 






    


     


    

 


	 	FOUNDER HOLDERS:
	 	 
	 	 
	 	/s/
    Mark Zediker
	 	MARK ZEDIKER
	 	 
	 	 
	 	/s/ Jean-Michel Pelaprat
	 	JEAN-MICHEL PELAPRAT
	 	 
	 	 
	 	/s/ Guy Gilliland
	 	GUY GILLILAND
	 	 
	 	 
	 	/s/ Mark Mills
	 	MARK MILLS



 


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


 






    


     


    

 


	 	NUBURU HOLDERS:
	 	 
	 	 
	 	/s/
    Curtis Mass
	 	BLUE LASER LLC
	 	 
	 	 
	 	/s/ Thomas Wilson
	 	WILSON-GARLING 2020 FAMILY TRUST UAD 9/20/20
	 	 
	 	 
	 	/s/ Brian Faircloth
	 	BRIAN FAIRCLOTH
	 	 
	 	 
	 	/s/ Thomas Wilson
	 	The Thomas J. Wilson Revocable Trust u/a/d March 13, 2015
	 	 
	 	 
	 	/s/
    Thomas Wilson
	 	W-G Investments LLC
	 	 
	 	 
	 	/s/
    Brian Knaley
	 	BRIAN KNALEY
	 	 
	 	 
	 	/s/ Ron Nicol
	 	RON NICOL
	 	 
	 	 
	 	/s/ Stephan Wintsch
	 	Grapha-Holdings AG



 


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


 






    


     


    

 


	 	ANZU HOLDERS:
	 	 
	 	Anzu Partners LLC
	 	 
	 	By:	/s/ David Seldin
	 	Print Name: David Seldin
	 	Title: Manager
	 	 
	 	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
	 	 
	 	Whitney Haring-Smith
	 	 
	 	/s/ Whitney Haring-Smith
	 	 
	 	 
	 	David Michael
	 	 
	 	/s/ David Michael
	 	 
	 	 
	 	David Seldin
	 	 
	 	/s/ David Seldin



 


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