Exhibit 10.2 


 


November 28, 2022


 


Anzu Partners LLC 


12160 Race Track Road 


Suite 250 


Tampa, FL 33626 


Attn: Daniel J. Hirsch


 


Re: Nuburu, Inc. - Board Designees


 


Ladies and Gentlemen:


 


Reference is made to that certain Business Combination
Agreement dated as of August 5, 2022 (the “BCA”) among Tailwind Acquisition Corp. (“Tailwind”),
Compass Merger Sub, Inc. and Nuburu, Inc. (the “Company”). Capitalized terms used but not defined herein
shall have the meanings assigned to them in the BCA.


 


In consideration of the mutual promises and covenants
set forth herein, Tailwind, the Company and Anzu Partners LLC (“Anzu”) hereby agree as follows:


 


		1.	Anzu Designee Post-Closing.



 


(a)            Upon
the Effective Time, Tailwind and the Company shall use their respective reasonable best efforts to cause Daniel J. Hirsch (or, if Daniel
J. Hirsch is unable to serve as a director of Tailwind at the Effective Time, then another representative designated by Anzu in writing
and reasonably acceptable to the Company) to be a member of the SPAC Board as a Class III director pursuant to Section 2.05(b) and
Section 7.15(a) of the BCA (such representative, the “Anzu Representative”).


 


(b)            Subject
to Section 1(c) hereof, following the Effective Time, in connection with any vacancy caused by the departure of the Anzu Representative
from the SPAC Board (unless Anzu declines in writing to designate a successor nominee), Tailwind shall cause such vacancy to be filled
by one designee of Anzu (to be selected by Anzu, with notice of such selection to be delivered in writing to Tailwind, and reasonably
acceptable to Tailwind).


 


(c)            Tailwind’s
obligations pursuant to Section 1(b) shall automatically terminate at the close of business on the day on which the initial
term of the Class III directors ends.


 


		2.	Representations and Warranties. Each of the parties hereto hereby represents and warrants to each of the other parties hereto
as follows:



 


(a)            The
execution and delivery by such party of this letter agreement does not, and the performance of this letter agreement by such party will
not, (i) conflict with or violate the governing documents of such party, (ii) conflict with or violate any law applicable to
such party, (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation
of a lien on any property or asset of such party pursuant to, any material agreement to which such party is bound, or (iv) require
any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, except, with respect
to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, consents, approvals, authorizations, permits
or filings or other occurrences that, individually or in the aggregate, are not reasonably expected to prevent, materially delay or materially
impede the performance by such party of its obligations under this letter agreement.


 






    1 


     


    

 


(b)            Such
party has all necessary power and authority to execute and deliver this letter agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery by such party of this letter agreement, the performance by
such party of its obligations hereunder and the consummation by such party of the transactions contemplated hereby, have been duly and
validly authorized by all necessary corporate action and no other corporate actions on the part of such party are necessary to authorize
this letter agreement or to consummate the transactions contemplated hereby. This letter agreement has been duly and validly executed
and delivered by such party and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal,
valid and binding obligation of such party, enforceable against such party in accordance with its terms except as such enforceability
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to or affecting the
enforcement of creditors’ rights in general and by general principles of equity.


 


		3.	Miscellaneous.



 


(a)            Sections
10.03, 10.06, 10.07, 10.08 and 10.09 of the BCA shall apply to this letter agreement as if set forth herein, mutatis mutandis.


 


(b)            For
clarity, as between Tailwind and the Company, Tailwind confirm their consent for each other to enter into this letter agreement, notwithstanding
any provision of Section 6.01 or Section 6.02 of the BCA that may be interpreted to the contrary.


 


[Signature page follows]


 






    2 


     


    

 


	Very truly yours,	 
	 	 	 
	NUBURU, INC.	 
	 	 	 
	By:	/s/ Mark Zediker	 
	Name:	 Mark Zediker	 
	Title:	Chief Executive Officer	 
	 	 	 
	Agreed and Accepted:	 
	 	 
	TAILWIND ACQUISITION CORP.	 
	 	 
	By:	/s/ Chris Hollod	 
	Name:	Chris Hollod	 
	Title:	Chief Executive Officer	 
	 	 	 
	ANZU PARTNERS LLC	 
	 	 
	By:	/s/ David Seldin	 
	Name:	David Seldin	 
	Title:	Manager	 


  


[Signature
Page to Letter Agreement (Board Designee)]