Exhibit 10.3


 


Execution Version


 





AMENDED AND
RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


This Amended and Restated
Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of August 5, 2022 is among Tailwind
Acquisition Corp., a Delaware Corporation (the “Company”), and the Holders (as defined below). Capitalized terms used
but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business
Combination Agreement”), among the Company, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
and Nuburu, Inc., a Delaware corporation (“Nuburu”).


 


WHEREAS, the Company, Merger
Sub and Nuburu are parties to the Business Combination Agreement, pursuant to which, among other things, on the Closing Date, Merger Sub
will merge (the “Merger”) with and into Nuburu, with Nuburu surviving the Merger as a wholly-owned subsidiary of the
Company;


 


WHEREAS, the Company and the
Original Holder (as defined below) are parties to that certain Registration and Stockholder Rights Agreement, dated as of September 9,
2020 (the “Prior Agreement”) and, pursuant to this Agreement, such parties wish to amend the name of the Prior Agreement
to “Amended and Restated Registration Rights and Lock-Up Agreement”;


 


WHEREAS, in connection with
the Closing, the Company’s name shall be changed from “Tailwind Acquisition Corp.” to “Nuburu, Inc.” and
Nuburu’s name shall be changed from “Nuburu, Inc.” to “Nuburu Subsidiary, Inc.”


 


WHEREAS, the Founder Holders,
the Nuburu Holders, the Anzu Holders and the Warrantholders (each as defined below) will receive, directly or indirectly, upon consummation
of the Merger shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), on the Closing
Date pursuant to the Business Combination Agreement;


 


WHEREAS, contingent upon Closing
and effective as of the Effective Time, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety
(including with respect to the name of such agreement) as set forth herein in order to provide for certain rights and obligations included
herein and to include the New Holders.


 


NOW, THEREFORE, in consideration
of the foregoing, the parties hereby agree as follows:


 


Article
I

DEFINITIONS


 


Section
1.1. Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth
below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or Chief Financial Officer of the Company or the Board, after consultation with outside counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used,
as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.


“Agreement”
shall have the meaning given in the Preamble.


 


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


 






     


     


    

 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination
Agreement” shall have the meaning given in the Preamble.


 


“Business Day”
shall mean a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
law to close.


 


“Change in Control”
shall mean the Transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction), in one transaction
or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such
transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving
entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.


 


“Closing Price”
of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported
sale price, of the shares of the Common Stock on the Securities Exchange on such date. If the Common Stock is not traded on a Securities
Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price
as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the
Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States
securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed
or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by OTC Markets Group Inc. or any similar organization, or, if that bid price is not available, the
market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Company for such purpose.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals.


 


“Company”
shall have the meaning given in the Preamble.


 


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


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demand Requesting
Holder” shall have the meaning given in subsection 2.1.1.


 


“Demanding Holders”
shall have the meaning given in subsection 2.1.1.


 


“Effectiveness Deadline”
shall have the meaning given in subsection 2.3.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall mean a Registration Statement on Form S-1 or any comparable successor form or forms thereto.


 


“Form S-3”
shall mean a Registration Statement on Form S-3 or any comparable successor form or forms thereto.


 


“Founder Holders”
shall mean the Holders designated as “Founder Holders” on Schedule A.


 


“Holders”
shall mean the New Holders and the Original Holder; provided that “Holders” shall not include the Original Holder for purposes
of Section 5.1 or the definition of “Restricted Securities.”


 






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“Independent Financial
Advisor” shall mean an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided,
however, that such firm or consultant is not an Affiliate of the Company or the Holders.


 


“Lock-up Period”
shall mean:


 


(a) For the Nuburu Holders
and the Anzu Holders, the period beginning on the Closing Date and ending on the earliest of:


 


(i) the date that
is 180 days from the Closing Date,


 


(ii) if the VWAP
of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 Trading Days within any 30-Trading Day period within 150 days after the Closing Date, the date that is 150 days
from the Closing Date, or


 


(iii) 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; and


 


(b) for the Founder Holders,
the period beginning on the Closing Date and ending on the earliest of:


 


(i) the date that
is four (4) years from the Closing Date,


 


 


(ii)


 


(A) for 25% of the
Restricted Securities held by each Founder Holder and their respective Permitted Transferees, the date that is 180 days from the Closing
Date or if the VWAP of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period within 150 days after the Closing Date, the date
that is 150 days from the Closing Date,


 


(B) for an additional
25% of the Restricted Securities held by each Founder Holder and their respective Permitted Transferees, the date on which the Closing
Price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least one (1) year after the Closing Date,


 


(C) for an additional
25% of the Restricted Securities held by each Founder Holder and their respective Permitted Transferees, the date on which the Closing
Price of the Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least one (1) year after the Closing Date, and


 


(D) for the remaining
25% of the Restricted Securities held by each Founder Holder and their respective Permitted Transferees, the date on which the Closing
Price of the Common Stock equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least one (1) year after the Closing Date; or


 


(iii) 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;


 






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provided, that,
for the avoidance of doubt, the Lock-up Period for any Restricted Securities for which the Lock-up Period has not ended on the fourth-year
anniversary of the Closing Date shall end on the fourth-year anniversary of the Closing Date.


 


“Market Disruption
Event” shall mean any of the following events:


 


(a) any suspension of, or
limitation imposed on, trading of the Common Stock by any exchange or quotation system on which the Closing Price is determined pursuant
to the definition of the term “Closing Price” (the “Relevant Exchange”) during the one-hour period prior
to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of
Common Stock, any period or periods aggregating one half hour or longer during the regular trading session on the relevant day) and whether
by reason of movements in price exceeding limits permitted by the Relevant Exchange as to securities generally, or otherwise relating
to the Common Stock or options contracts relating to the Common Stock on the Relevant Exchange; or


 


(b) any event that disrupts
or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior
to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of
Common Stock, any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general
to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain
market values for, options contracts relating to the Common Stock on the Relevant Exchange.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4.


 


“Merger”
shall have the meaning given in the Recitals.


 


“Merger Sub”
shall have the meaning given in the Preamble.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.


 


“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 Warrantholders.


 


“New Registration
Statement” shall have the meaning given in subsection 2.3.4.


 


“Nuburu”
shall have the meaning given in the Preamble.


 


“Nuburu Holders”
shall mean the Holders designated as “Nuburu Holders” on Schedule A.


 


“Original Holder”
shall mean the Holder designated as an “Original Holder” on Schedule A.


 


“Permitted Transferees”
shall mean, prior to the expiration of a Lock-up Period, any person or entity to whom a Holder is permitted to Transfer Restricted Securities
prior to the expiration of the Lock-up Period applicable to such Holder pursuant to Section 5.2.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 


“Prior Agreement”
shall have the meaning given in the Recitals.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4.


 






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“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”,
 “Registrable Securities” shall mean (a) the SPAC Warrants (including any shares of Common Stock issued or issuable
upon the exercise of any such warrants) beneficially owned or owned of record by a Holder, (b) any outstanding share of Common Stock
or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security)
of the Company held beneficially owned or owned of record by a Holder as of the Closing Date (including the shares of Common Stock issued
pursuant to the Business Combination Agreement), (c) Converted Common Stock, (d) any shares of Common Stock issued or issuable upon
the exercise of any Company Warrant held beneficially owned or owned of record by a Holder as of the Closing Date, and (e) any other
equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been
otherwise transferred, new certificates or evidence of book-entry entitlements for such securities not bearing a legend restricting further
transfer shall have been delivered by the Company to the transferee, and subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities, together
with all other Registrable Securities held by any Holder, represent less than 1% of the total outstanding Common Stock of the Company;
(E) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities
Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); or (F) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration Expenses”
shall mean the documented out-of-pocket expenses of a Registration or Underwritten Offering, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any national securities exchange on which the Common Stock is then listed;


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees and
disbursements of counsel for the Company;


 


(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration
or Underwritten Offering; and


 


(F) reasonable fees and
expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders or the majority-in interest of the
Takedown Requesting Holders, as applicable.


 


Notwithstanding the foregoing,
under no circumstances shall the Company be obligated to pay any fees, discounts and/or commissions to any Underwriter or broker with
respect to the Registrable Securities.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 






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“Requesting Holder”
shall have the meaning given in subsection 2.3.5.


 


“Relevant Exchange”
shall have the meaning set forth in the definition of the term “Market Disruption Event”.


 


“Resale Shelf Registration
Statement” shall have the meaning given in subsection 2.3.1.


 


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


 


(A) any Common Stock to be
received by such Holder at the Effective Time as Aggregate Common Stock Merger Consideration;


 


(B) any Common Stock to be
received by such Holder at the Effective Time in exchange for any shares of SPAC Class B Common Stock;


 


(C) 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 immediately
following the Effective Time; and


 


(D) any Common Stock
to be issued to such Holder pursuant to any SPAC Warrant held by such Holder immediately following the Effective Time.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“SEC Guidance”
shall have the meaning given in subsection 2.3.4.


 


“Securities Exchange”
shall mean the New York Stock Exchange (or any nationally recognized successor thereto); provided, however, that in the event the Company’s
Common Stock is ever listed or traded on the NYSE American, the NYSE Arca, The Nasdaq Capital Market, The Nasdaq Global Market or The
Nasdaq Global Select Market, (or any nationally recognized successor to any of the foregoing), then the “Securities Exchange”
shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.


 


“Takedown Requesting
Holder” shall have the meaning given in subsection 2.3.5.


 


“Trading Day”
shall mean a Business Day on which the Relevant Exchange is scheduled to be open for business and on which there has not occurred a Market
Disruption Event.


 


“Transfer”
shall mean to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily
or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest)
in, or the ownership, control or possession of, any interest owned by a person.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public, including for the avoidance of doubt an Underwritten Shelf Takedown.


 


“Underwritten Shelf
Takedown” shall have the meaning given in subsection 2.3.5.


 






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“VWAP”
per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg
VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) in respect of
the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted
average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average
method, by an Independent Financial Advisor retained for such purpose by the Company).


 


“Warrantholders”
shall mean the Holders designated as “Warrantholders” on the signature pages hereof.


 


Article
II 


REGISTRATION


 


Section
2.1. Demand Registration.


 


2.1.1          
Request for Registration.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof,
at any time and from time to time following the Effective Time (but subject to Article V), (i) New Holders holding at least a majority
in interest of the then-outstanding number of Registrable Securities held by all New Holders, or (ii) the Original Holder (such New Holders
or the Original Holder, as the case may be, the “Demanding Holders”) may make a written demand for Registration of
all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such
time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding
Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”).  The Company shall, within ten (10) days
of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five
(5) days after the receipt by the Holder of the notice from the Company.  Upon receipt by the Company of any such written notification
from a Demand Requesting Holder(s) to the Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,
but not more than sixty (60) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable
Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration.  Under no circumstances
shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration
under this subsection 2.1.1 initiated by New Holders, or (ii) one (1) Registration pursuant to a Demand Registration
under this subsection 2.1.1 initiated by the Original Holder.


 


2.1.2          
Effective Registration.  Notwithstanding the provisions of subsection 2.1.1 above or any other part of
this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration
Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the
Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided,
further, however, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed
not to have been declared effective for purposes of counting Registrations under subsection 2.1.1 above unless and until (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company
in writing, but in no event later than five (5) days, of such election; provided, further, however, that the
Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously
filed with respect to a Registration pursuant to a Demand Registration becomes effective or has been terminated.


 


2.1.3           Underwritten
Offering.  Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a
majority-in-interest of the Demanding Holders advise the Company as part of their Demand Registration that the offering of the
Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of each
Demanding Holder or Demand Requesting Holder (if any) to include its Registrable Securities in such Registration shall be
conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s
Registrable Securities in such Underwritten Offering to the extent provided herein.  All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an
underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company, which
Underwriter(s) shall be reasonably acceptable to a majority-in-interest of the Demanding Holders initiating the Demand
Registration.


 






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2.1.4          
Reduction of Underwritten Offering.  If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Demand Requesting Holders (if any) in writing
that the dollar amount or number of Registrable Securities that the Demanding Holders and the Demand Requesting Holders (if any) desire
to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by
any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in
the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities
of the Demanding Holders and the Demand Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
that each Demanding Holder and Demand Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Demanding Holders and Demand Requesting Holders have requested be included in such Underwritten
Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(i), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a
Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Securities.


 


2.1.5          
Demand Registration Withdrawal.  A majority-in-interest of the New Holders or the Original Holder, as the case may
be, in the case of a Registration under subsection 2.1.1 initiated by the New Holders or the Original Holder, as the case may be,
or a majority-in-interest of the Demand Requesting Holders (if any) shall have the right to withdraw from a Registration pursuant to such
Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of their
intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to the Registration of their Registrable Securities pursuant to such Demand Registration.  If a majority-in-interest of the Demanding
Holders initiating a Demand Registration or a majority-in-interest of the Demand Requesting Holders (if any) withdraws from a proposed
offering pursuant to this Section 2.1.5, then such registration shall not count as a Demand Registration provided for in Section 2.1.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


Section
2.2. Piggyback Registration.


 


2.2.1           Piggyback
Rights.  If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for
its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company
including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to
the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Company (iv) for a dividend reinvestment plan, or (v) a Form S-4 (or any successor form thereto) in connection with a
business combination, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities
whose applicable Lock-up Period has expired as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such
offering, and (B) offer to the Holders of Registrable Securities whose applicable Lock-up Period has expired the opportunity to
register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after
receipt of such written notice (such Registration a “Piggyback Registration”).  The Company shall, in good
faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable
efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by
such Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and
conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof.  All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into
an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2          
Reduction of Piggyback Registration.  If the managing Underwriter(s) in an Underwritten Registration that is to be
a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with
(i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which
registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


		(i)	If the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has
so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold
without exceeding the Maximum Number of Securities; and



 


		(ii)	If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of
such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,
pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other
persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.



 






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2.2.3          
 Piggyback Registration Withdrawal.  Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration.  The Company (whether on its own good faith determination or as
the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement
filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. 
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4          
Unlimited Piggyback Registration Rights.  For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof, and there
shall be no limit on the number of Piggyback Registrations.


 


2.2.5          
Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by
it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder of Registrable Securities has
elected to include securities in such registration.


 


Section
2.3. Resale Shelf Registration Rights


 


2.3.1           Registration
Statement Covering Resale of Registrable Securities. The Company shall, as promptly as reasonably practicable, but in no event
later than four (4) Business Days of the Closing Date (the “Filing Deadline”), use its commercially reasonable
efforts to prepare and file or cause to be prepared and filed with the Commission a Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time
to time by Holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration
Statement”), which Registration Statement may also include any other securities the Company is required to register
pursuant to contractual registration rights. The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3
is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of
such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and
thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable,
cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement,
such that the Resale Shelf Registration Statement is on Form S-3. The Company shall use its commercially reasonable efforts to
cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but in no event later
than sixty (60) days following the Filing Deadline (the “Effectiveness Deadline”); provided, however,
that the Effectiveness Deadline shall be extended to one hundred twenty (120) days after the Filing Deadline if the Registration
Statement is reviewed by, and receives comments from, the Commission; provided, however, that the Company’s
obligations to include the Registrable Securities held by a Holder in the Resale Shelf Registration Statement are contingent upon
such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the
Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to
effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such
registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, further,
that if the Effectiveness Deadline falls on a day which is not a Business Day or other day that the Commission is closed for
business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. Once
effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus
included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at
all times until the earliest of (i) the first date on which the Registrable Securities and other securities covered by such
Registration Statement may be resold within ninety (90) days without limitation by the volume or manner of sale limitations pursuant
to Rule 144 promulgated under the Securities Act, (ii) the date on which all of the Registrable Securities have actually been sold
pursuant to Rule 144 or pursuant to the Registration Statement, (iii) the date which is two years after the Closing Date, and (iv)
the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be
Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain
a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for
such Registration Statement (subject to lock-up restrictions provided in Section 5.1 of this Agreement), and shall
provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and
requested by, Holders.


 






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2.3.2          
Notification and Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness of the
Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration
Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement
(including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all
related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other
documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described
in the Resale Shelf Registration Statement (to the extent that any of such documents is not available on EDGAR).


 


2.3.3          
Amendments and Supplements. Subject to the provisions of Section 2.3.1 above, the Company shall promptly prepare
and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus
used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions
of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed
pursuant to Section 2.3.1 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for
secondary sales, the Company shall promptly notify the Holders of such ineligibility and use its best efforts to file a shelf registration
on an appropriate form as promptly as practicable to replace the shelf registration statement on Form S-3 and have such replacement
Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration
Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration
Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the
Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities; provided,
however, that at any time the Company once again becomes eligible to use Form S-3, the Company shall cause such replacement
Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the
Resale Shelf Registration Statement is once again on Form S-3.


 


2.3.4           SEC
Cutback. Notwithstanding the registration obligations set forth in this Section 2.3, in the event the Commission
informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the
Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as
required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement
(a “New Registration Statement”) on Form S-3, or if Form S-3 is not then available to the Company for
such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to
advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available
written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”).
Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the
Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to further limit its Registrable Securities to be included on the
Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a
pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission
that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the
Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses
(i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not
registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.


 






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2.3.5          
Underwritten Shelf Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared
effective by the Commission, the Holders may request to sell all or any portion of the Registrable Securities in an underwritten offering
that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided,
however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with
a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed,
in the aggregate, $50,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at
least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of
Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts
and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested
to be included by any Holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement
of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder (including those set
forth herein). All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this
subsection 2.3.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.


 


2.3.6          
Reduction of Underwritten Shelf Takedown. If the managing Underwriter(s)
in an Underwritten Shelf Takedown, in good faith, advise the Company and the Takedown Requesting Holders in writing that the dollar amount
or number of Registrable Securities that the Takedown Requesting Holders desire to sell, taken together with all other shares of the Common
Stock or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include
in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Takedown Requesting Holders, on a Pro Rata
basis, that can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i), the Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities.


 


2.3.7          
Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Underwritten
Shelf Takedowns in any 12-month period.


 


Section
2.4. Restrictions on Registration Rights. Notwithstanding anything to the contrary contained herein, the Company shall
not be obligated to (but may, at its sole option) file a Registration Statement pursuant to a Demand Registration request made under Section
2.1 if (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date
of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection
2.1.1 and that the Company continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective, (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.


 






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Article
III

COMPANY PROCEDURES


 


Section
3.1. General Procedures. If at any time on or after the Effective Time the Company is required to effect the Registration
of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of
such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1          
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until the earlier
of (i) such time as all Registrable Securities covered by such Registration Statement have been sold and (ii) such time as all
Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities;


 


3.1.2          
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3          
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4          
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify
the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject;


 


3.1.5          
cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the
Company are then listed;


 


3.1.6          
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7          
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 






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3.1.8          
 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice
thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of
such registration statement has been filed (which may be satisfied by the issuance of a press release by the Company);


 


3.1.9          
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10       
permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or
Underwriter(s) to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the
Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter(s),
attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s)
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.11       
obtain a “comfort letter” from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “comfort letters” as the managing
Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders and such managing
Underwriter;


 


3.1.12       
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the Holders, placement agent, sales agent, or Underwriter(s) may reasonably request and as are customarily included
in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders; provided, however,
that counsel for the Company shall not be required to provide any opinions with respect to any Holder;


 


3.1.13       
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter(s) of such offering;


 


3.1.14       
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule promulgated thereafter by the Commission);


 


3.1.15       
if a Registration, including an Underwritten Offering, involves the Registration of Registrable Securities involving gross proceeds
in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and


 


3.1.16       
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter if such Underwriter has not then been named
with respect to the applicable Underwritten Offering.


 






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Section
3.2. Registration Expenses. Including as set forth in Section 2.1.5, all Registration Expenses shall be
borne by the Company.  It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating
to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing
costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses
of any legal counsel representing the Holders.


 


Section
3.3. Requirements for Participation in Underwritten Offerings.  No person may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary
documents as may be reasonably required under the terms of such underwriting arrangements. Notwithstanding anything in this Agreement
to the contrary, if any Holder does not complete and/or execute such documents or does not otherwise provide the Company with such information
with respect to such Holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
covering Registrable Securities of such Holder within two (2) Business Days prior to filing the filing of the applicable “red herring”
prospectus or prospectus supplement, the Company may exclude such Holder’s Registrable Securities from the applicable Registration
Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration
and such Holder continues thereafter to withhold such information.


 


Section
3.4. Suspension of Sales; Adverse Disclosure.  The Company shall promptly notify each of the Holders in writing
if a Registration Statement or Prospectus contains a Misstatement and, upon receipt of such written notice from the Company, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that
the use of the Prospectus may be resumed or has received copies of a supplemented or amended Prospectus correcting the Misstatement, provided
that the Company hereby covenants promptly to prepare and file any required supplement or amendment correcting any Misstatement promptly
after the time of such notice and, if necessary, to request the immediate effectiveness thereof.  If the filing, initial effectiveness
or continued use of a Registration Statement or Prospectus included in any Registration Statement at any time (a) would require the Company
to make an Adverse Disclosure, (b) would require the inclusion in such Registration Statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the Board (which judgment shall be
documented in writing and provided to the Holders in the form of a written certificate signed by the Chairman of the Board) would be materially
detrimental to the Company, the Company shall have the right to defer the filing, initial effectiveness or continued use of any Registration
Statement pursuant to (a), (b) or (c) of this sentence for a period of not more than sixty (60) days, but the Company shall not defer
any such filing, initial effectiveness or use of a Registration Statement pursuant to this Section 3.4 more than twice or for more than
a total of 120 days (in each case counting deferrals initiated pursuant to (a), (b) and (c) of this sentence in the aggregate) in any
12-month period.


 


Section
3.5. Reporting Obligations.  As long as any Holder shall own Registrable Securities, the Company, at all times
while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided
that any documents publicly filed or furnished with the Commission on EDGAR shall be deemed to have been furnished or delivered to the
Holders pursuant to this Section. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any
successor rule promulgated thereafter by the Commission), including providing any legal opinions.  Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


Section
3.6. Limitations on Registration Rights. The Company shall not hereafter enter into any agreement with respect to
its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement
and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall
prevail.


 






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Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


Section
4.1. Indemnification


 


4.1.1          
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including reasonable outside attorneys’ fees) (as determined by a final and non-appealable judgment, order or decree
of a court of competent jurisdiction) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.  The Company
shall indemnify the Underwriter(s), their officers and directors and each person who controls (within the meaning of the Securities Act)
such Underwriter(s) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2          
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses
(including reasonable outside attorneys’ fees) (as determined by a final and non-appealable judgment, order or decree of a court
of competent jurisdiction) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of
each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement.  The Holders of Registrable Securities shall indemnify the
Underwriter(s), their officers, directors and each person who controls (within the meaning of the Securities Act) such Underwriter(s)
to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3          
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided, however, that the failure to give prompt notice shall not impair
any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party)
and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned
or delayed).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim.  No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and
such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim
or litigation.


 






    16 


     


    

 


4.1.4          
 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
transfer of securities.  The Company and each Holder of Registrable Securities participating in an offering also agrees to make such
provisions as are reasonably requested by any indemnified party for contribution (pursuant to subsection 4.1.5) to such party in
the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5          
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.  The relative fault
of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such
Holder in such offering giving rise to such liability.  The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2
and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 


Article
V

LOCK-UP


 


Section
5.1. Lock-Up.


 


5.1.1          
Except as permitted by Section 5.2, each Holder shall not Transfer any Restricted Securities beneficially owned or
owned of record by such Holder until the end of the Lock-up Period applicable to such Holder.


 


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 shares of Common Stock received
by such Holder at the Effective Time as Aggregate Common Stock Merger Consideration 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”).


 


Section
5.2. Exceptions. The provisions of Section 5.1. shall not apply
to:


 


5.2.1          
transactions relating to Restricted Securities acquired in open market transactions;


 


5.2.2          
Transfers as a bona fide gift;


 






    17 


     


    

 


5.2.3          
 Transfers to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner,
parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage
or adoption not more remote than first cousin;


 


5.2.4          
Transfers by will or intestate succession upon the death of the undersigned;


 


5.2.5          
Transfers pursuant to a qualified domestic order or in connection with a divorce settlement;


 


5.2.6          
if the undersigned is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other
business entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that
controls, is controlled by or is under common control or management with the undersigned, and (ii) distributions to partners, limited
liability company members or stockholders of the undersigned;


 


5.2.7          
Transfers to the Company’s officers, directors or their affiliates;


 


5.2.8          
pledges of Restricted Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness
by any Holder; provided, however, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets
or equity interests issued by multiple issuers;


 


5.2.9          
Transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction
involving a Change in Control of the Company; provided, however, that in the event that such tender offer, merger, recapitalization,
consolidation or other such transaction is not completed, the Restricted Securities subject to this Agreement shall remain subject to
this Agreement;


 


5.2.10       
the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however,
that such plan does not provide for the Transfer of Restricted Securities during the Lock-up Period applicable to the Holder establishing
such a plan;


 


5.2.11       
Transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Common Stock
or the vesting of stock-based awards; and


 


5.2.12       
Transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect
to the exercise of options to purchase shares of Common Stock;


 


provided, however, that in the case
of any Transfer pursuant to Sections 5.2.2 through 5.2.7, each donee, distributee or other transferee shall agree in writing,
in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.


 


Section
5.3. Early Release of Lock-Up Restrictions. In the event that any Holder is granted a discretionary waiver or termination
of the restrictions set forth in Section 5.1. above by the Board other than those set forth in this Article V, such discretionary
release or waiver shall apply pro rata to all Holders based on the number of shares held.


 


Article
VI

TERMINATION


 


Section
6.1. Termination. This Agreement shall terminate upon the earliest to occur of: (i) the termination of the Business
Combination Agreement, and (ii) with respect to each Holder, the date on which such Holder or any of its permitted assignees no longer
hold any Registrable Securities.


 


Section
6.2. Effect of Business Combination Termination. In the event of a termination of this Agreement as a result of the
termination of the Business Combination Agreement, this Agreement shall become void and the Prior Agreement shall continue in full force
and effect.


 





Article
VII

Preferred Stock Sale OPTION AGREEMENT


 


Section
7.1. Preferred Stock Sale Option Agreement. Concurrently with the execution and delivery of this Agreement, the Anzu
Holders and the Company shall enter into a Preferred Stock Sale Option Agreement in the form attached hereto as Exhibit A (“Sale
Option Agreement”).


 






    18 


     


    

 


Article
VIIII

GENERAL PROVISIONS


 


Section
8.1. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the following addresses or e-mail addresses (or at such other
address or email address for a party as shall be specified in a notice given in accordance with this Section 8.1. ):


 


If to the Company (prior to the Effective Time), to it at:



Tailwind Acquisition Corp.


1545 Courtney Ave


Los Angeles, California 90046


Attention: Chris Hollod


E-mail: chris.hollod@gmail.com


 


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



Willkie Farr & Gallagher LLP


787 Seventh Avenue, Room 4652


New York, NY 10019


Attention: Adam Turteltaub; Danielle Scalzo


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


 


If to the Company (following the Effective Time), to it at:



Nuburu Corporation

7442 Tucson Way, Suite 130

Centennial, CO 80112

Attention: Dr. Mark Zediker; Brian Knaley

Email: mark.zediker@nuburu.net; brian.knaley@nuburu.net


 


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



Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, CA 94304

Attention: Michael J. Danaher; Brian Dillavou; Brendan Mahan

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


 


If to a Holder, to
the address or email address set forth for such Holder in the records of the Company.


 






    19 


     


    

 


Section
8.2. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.


 


Section
8.3. Entire Agreement; Assignment. 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. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or
otherwise), by any party without the prior express written consent of the other parties hereto, except that a Holder may, without consent,
assign such Holder’s rights under this Agreement to any Permitted Transferee.


 


Section
8.4. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto
(and its respective permitted assigns), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section
8.5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating
to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction
is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State
of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid
courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this
Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above
in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court
in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service
of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally
waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating
to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the
courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court
or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid
of execution of judgment, execution of judgment or otherwise) and (c) that (i) the action in any such court is brought in an inconvenient
forum, (ii) the venue of such action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such
courts.


 


Section
8.6. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney
of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce
that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the
transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.6.
.


 






    20 


     


    

 


Section
8.7. Headings; Interpretation. The descriptive headings contained in this Agreement are included for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The parties have participated
jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent arises, this Agreement will be
construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party
because of the authorship of any provision of this Agreement. Unless the context of this Agreement clearly requires otherwise, use
of the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in
this Agreement are applicable to the singular as well as the plural forms of such terms. The words “includes” or
 “including” shall mean “including without limitation.” The words “hereof,” “hereby,”
 “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not
any particular section or article in which such words appear, the word “extent” in the phrase “to the
extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply
 “if.” Any reference to a law shall include any rules and regulations promulgated thereunder, and shall mean such law as
from time to time amended, modified or supplemented. References herein to any contract (including this Agreement) mean such contract
as amended, supplemented or modified from time to time in accordance with the terms thereof.


 


Section
8.8. Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format
(pdf) transmission) in 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.


 


Section
8.9. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity. Each of the parties hereby further waives (a) any defense in any
action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond
as a prerequisite to obtaining equitable relief.


 


Section
8.10. Confidentiality. Each Holder agrees to treat as confidential the receipt of any notice hereunder (including notice
of a Demand Registration) and the information contained therein, and not to disclose or use the information contained in any such notice
(or the existence thereof) without the prior written consent of the Company until such time as the information contained therein is or
becomes available to the public generally (other than as a result of disclosure by such Holder in breach of the terms of this Agreement).


 


Section
8.11. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions
contemplated hereby are consummated.


 


Section
8.12. Amendment. This Agreement may be amended in writing by the parties hereto at any time prior to the Effective Time.
Following the Effective Time, this Agreement may not be amended except by an instrument in writing signed by the Company and 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); provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.


 






    21 


     


    

 



 


Section
8.13. Waiver. At any time, (i) the Company may (a) extend the time for the performance of any obligation or other
act of any Holder, (b) waive any inaccuracy in the representations and warranties of any Holder contained herein or in any document
delivered by such Holder pursuant hereto and (c) waive compliance with any agreement of such Holder or any condition to its own
obligations contained herein. At any time, (i) the Holders of a majority of the total Registrable Securities may on behalf of all
Holders (a) extend the time for the performance of any obligation or other act of the Company, (b) waive any inaccuracy in the
representations and warranties of the Company contained herein or in any document delivered by the Company pursuant hereto and (c)
waive compliance with any agreement of the Company or any condition to their own obligations contained herein; provided, that any
waiver that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a
manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound
thereby.


 


Section
8.14. Further Assurances. At the request of the Company, in the case of any Holder, or at the request of any Holder,
in the case of the Company, and without further consideration, each party shall execute and deliver or cause to be executed and delivered
such additional documents and instruments and take such further action as may be reasonably necessary to consummate the transactions contemplated
by this Agreement.


 


Section
8.15. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties
to express their mutual intent and no rule of strict construction shall be applied against any party.


 


Section
8.16. Additional Warrantholders. 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 as signatories to this Agreement.


 


(Signature pages follow)


 






    22 


     


    

 


IN WITNESS WHEREOF, each of
the parties has executed this Agreement 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 Amended and Restated Registration Rights and Lock-Up Agreement]


 






     


     


    

 


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



 


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


 






     


     


    

  


	 	FOUNDER HOLDER:
	 	 
	 	MARK ZEDIKER
	 	 
	 	/s/ Mark Zediker



 


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


 






     


     


    

 


	 	FOUNDER HOLDER:
	 	 
	 	JEAN-MICHEL PELAPRAT
	 	 
	 	/s/ Jean-Michel Pelaprat


 


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


 






     


     


    

 


	 	FOUNDER HOLDER:
	 	 
	 	GUY GILLILAND
	 	 
	 	/s/ Guy Gilliland



 


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


 






     


     


    

 


	 	FOUNDER HOLDER:
	 	 
	 	MARK MILLS
	 	 
	 	/s/ Mark Mills



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	Blue Laser LLC
	 	 
	 	By:	/s/ Curtis Mass
	 	Print Name:	Curtis Mass
	 	Title:	Manager



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	Grapha-Holdings AG
	 	 
	 	By:	/s/ Stephan Wintsch
	 	Print Name:	Stephan Wintsch
	 	Title:	CEO



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	The Thomas J. Wilson Revocable Trust u/a/d March 13, 2015
	 	 
	 	By:	/s/ Thomas Wilson
	 	Print Name:	Thomas Wilson
	 	Title:	Trustee



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	W-G Investments LLC
	 	 
	 	By:	/s/ Thomas Wilson
	 	Print Name:	Thomas Wilson
	 	Title:	Manager



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	Wilson-Garling 2020 Family Trust uad 9/20/20
	 	 
	 	By:	/s/ Thomas Wilson
	 	Print Name:	Thomas Wilson
	 	Title:	Trustee



 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	BRIAN FAIRCLOTH
	 	 
	 	/s/ Brian Faircloth


 


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


 






     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	BRIAN KNALEY
	 	 
	 	/s/ Brian Knaley


 


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


 



     


     


    

 


	 	NUBURU HOLDER:
	 	 
	 	Ron Nicol
	 	 
	 	/s/ Ron Nicol


 


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


 



     


     


    

 


	 	ANZU HOLDER:
	 	 
	 	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 IV 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 Amended and Restated Registration Rights and Lock-Up Agreement]


 






     


     


    






 


Schedule A


 


Original Holder


 


Tailwind Sponsor LLC


 


Founder Holders


 


Mark Zediker


Jean-Michel Pelaprat


Guy Gilliland


Mark Mills


 


Nuburu Holders


 


Blue Laser LLC


Grapha-Holdings AG


The Thomas J. Wilson Revocable Trust u/a/d March 13, 2015


W-G Investments LLC


Wilson-Garling 2020 Family Trust uad 9/20/20


Brian Faircloth


Brian Knaley


Ron Nicol


 


Anzu Holders


 


Anzu Partners LLC


Anzu Nuburu LLC


Anzu Nuburu II LLC


Anzu Nuburu III LLC


Anzu Nuburu IV LLC


Anzu Nuburu V LLC


 






     


     


    

 


Exhibit A


 


Preferred Stock Sale Option Agreement


 


(see attached)