Second Amendment to Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification, dated February 17, 2025, between the Company and Liqueous LP

SECOND AMENDMENT TO THE COMPREHENSIVE SETTLEMENT AGREEMENT,

MUTUAL RELEASE OF LIABILITY, AND INDEMNIFICATION

DATED JANUARY 14, 2025

This Amendment (the “Amendment”) is entered into as of February 17, 2025, by and between Liqueous LP (“Liqueous”) and Nuburu, Inc. (“Nuburu” or “Company”) (collectively, the “Parties”).

WHEREAS, the Parties entered into the Comprehensive Settlement Agreement, Mutual Release of Liability and Indemnification (“Agreement”) on January 14, 2025 incorporated herein by reference;

WHEREAS, since the execution of the Agreement, Brian Knaley has resigned as CEO and Ron Nichol has resigned as Executive Chairman, with Alessandro Zamboni now serving as Executive Chairman;

WHEREAS, the Parties executed an Amendment to the Agreement with an effective date of February 14, 2025, to clarify and amend certain terms of Section 3.2 to reflect their intent regarding the payment obligation of $500,000 and to distinguish it from the warrant exchange;

WHEREAS, the Parties entered into certain entered into a Pre-Funded Warrant Purchase Program (“Warrant Program”) on May 1, 2024 incorporated herein by reference; and

WHEREAS, The Company represented to Liqueous that a Supplemental Listing Application (“SLAP”) was filed with the New York Stock Exchange (“NYSE”) for Warrants referenced herein; and

WHEREAS, the Parties desire to amend the Agreement to reflect the change in officer/ directors, adjust payment terms and reprice certain warrants. The parties wish to further settle the proposed Amended Bridge Note dated October 17, 2024, and the corresponding $1,053,824 wired to NUBURU in aggregate from October 10, 2024 through November 26, 2024 pursuant to the mutual understanding of the terms set forth in the proposed Bridge Note, unless mutually agreed otherwise by the Parties.

WHEREAS, Liqueous has no preexisting, present, or future obligation to make any investments or provide any consideration as part of this Settlement Agreement. Any investment by Liqueous shall be made independently and at its sole discretion, subject to terms approved by shareholders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

All references in the Agreement to the “CEO/CFO” shall now refer to Alessandro Zamboni, the current Executive Chairman.

“Tier 1 Warrants” refers to the Pre-Funded Warrants issued under Section 3.2 of the Agreement, which were originally priced at 140% above market and are hereby being repriced to reflect a 30% discount to the market price, as set forth in Exhibit A.

“Tier 2 Warrants” refers to the Pre Funders Warrants previously issued to Liqueous that were originally priced at-the-market price and are hereby being repriced to reflect a 30% discount to the market price, as set forth in Exhibit B.

“Closing Bid Price” means, for any Trading Day, the last reported sale price of the Company’s Common Stock as reported by its principal trading market (e.g., NYSE or NASDAQ) at 4:00 PM Eastern Time.

“Trading Day” means any day on which the principal trading market for the Company’s Common Stock is open for trading.

“Definitive 14A” refers to the proxy statement filed by the Company with the SEC on December 27, 2024, which authorizes issuances in excess of the 19.99% beneficial ownership threshold.

“Market Price” means the official closing price of a security on its principal trading market, as published by the exchange or trading system where the security is primarily listed and traded (e.g., NYSE, NASDAQ, or OTC Markets).

“Warrant Coverage” means the right to purchase additional shares of the Common Stock at an exercise price equal to a 30% discount to the current market price. The Warrants are exercisable at any time up to five years from the date of issue.

The Parties agree to settle the Amended Bridge Note, dated October 17, 2024, with a total funded balance of $1,053,824 through a warrant exchange at a 30% discount to the market price, as detailed in Exhibit C attached hereto, unless mutually agreed otherwise by the Parties. Between October 10, 2024, and November 26, 2024, Liqueous transferred funds totaling $1,053,824 as part of a bridge note that has not been formally memorialized.

The Company shall execute and deliver all necessary instructions, authorizations, and resolutions required to effectuate the transactions contemplated herein, including but not limited to:

The following exhibits are attached hereto and incorporated by reference:

Exhibit A: Pricing Terms for Pre-Funded Warrants.

Exhibit B: Repriced Terms for Tier 2 Warrants.

Exhibit C: Settlement and Exchange Agreement for Amended Bridge Note.

Exhibit D: Sample Closing Statement for Tranches

Except as expressly modified by this Amendment, all terms, conditions, rights, obligations, and provisions of the Agreement shall remain in full force and effect. If any provision of this Amendment conflicts with the Agreement, the terms of this Amendment shall control solely to the extent of such conflict. All references to the ‘Agreement’ shall be deemed to include this Amendment. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

Nuburu, Inc.

Exhibit A

Pricing Terms for Pre-Funded Warrants (Tier 1 Warrants)

The exchange of the Pre-Funded Warrants shall be subject to a 4.99% beneficial ownership blocker, such that Liqueous (together with its affiliates) may not receive Common Shares to the extent that such issuance would result in Liqueous beneficially owning more than 4.99% of the outstanding shares of the Company’s Common Stock, unless waived in writing by Liqueous with at least sixty-one (61) days prior notice to the Company.

An Issuance Failure occurs when:

If an Issuance Failure occurs and stock price increases >30% during the 48-hour period:

Exhibit B

Repricing Terms for Tier 2 Warrants

A Conversion Failure occurs when:

If a Conversion Failure occurs and stock price increases >30% during the 48-hour period:

The conversion of Pre-Funded Warrants into Common Shares shall be subject to a 4.99% beneficial ownership blocker, such that Liqueous (together with its affiliates) may not receive Common Shares to the extent that such issuance would result in Liqueous beneficially owning more than 4.99% of the outstanding shares of the Company’s Common Stock, unless waived in writing by Liqueous with at least sixty-one (61) days prior notice to the Company.

Exhibit C

Settlement and Exchange Agreement for Amended Bridge Note

SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

This Settlement and Exchange Agreement (this "Agreement"), dated as of February 17, 2025, is entered into by and between Nuburu, Inc., a Delaware corporation (the "Company"), and Liqueous LP, a Delaware limited partnership ("Lender"). The Company and Lender are referred to collectively as the "Parties" and individually as a "Party."

WHEREAS, the Lender provided funding to the Company under the terms of an Amended Bridge Note dated October 17, 2024, with a total funded balance of $1,053,824 (the "Bridge Note");

WHEREAS, between October 10, 2024, and November 26, 2024, Lender transferred funds totaling $1,053,824 under the terms of the Bridge Note;

WHEREAS, the Parties desire to settle and satisfy the outstanding obligations under the Bridge Note through an exchange for Pre-Funded Warrants, which will be convertible into Common Shares in accordance with the procedures outlined in this Agreement;

WHEREAS, the Parties agree that this settlement is being executed at a 30% discount to the Market Price as defined herein, and the Bridge Note shall be deemed fully satisfied and extinguished upon the issuance of the Pre-Funded Warrants;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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The Company has executed this Agreement as of the date stated above.

Schedule 1

Lender has executed this Agreement as of the date stated above and confirms the information provided below is accurate.

Shares will be delivered to the following DWAC Account Number:

Total Issued and Outstanding Common Stock as of 02/13/2025: 31,339,439 Shares

Current Balance of Tier 1 Warrants: $1,539,866

Total Shares to be Issued on Conversion of Pre-Funded Warrants: 9,360,888

Shares to be issued subject to 4.99% limitation: 1,500,000

Shares remaining to be issued in full settlement of Tier 1 Warrants: 7,860,888