Fourth Amendment to Registration Rights and Lock-Up Agreement

Exhibit 10.1

Execution Version

FOURTH AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

This Fourth Amendment to Amended and Restated Registration Rights and Lock-Up Agreement (this “Amendment”), dated as of March 10, 2023, by and among Nuburu, Inc., a Delaware corporation f/k/a Tailwind Acquisition Corp. (the “Company”), and the other signatories hereto (together with the Company, the “Parties”), is to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated as of August 5, 2022 (as amended by the Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated November 22, 2022, the Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated January 31, 2023, and the Third Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated January 31, 2023, the “Registration Rights Agreement”), by and among the Company and the Holders (as defined therein). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

RECITALS

WHEREAS, Section 8.12 of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended following the Effective Time only by an agreement in writing signed by the Company and the Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Holders (provided the Holders or their Permitted Transferees hold Registrable Securities at the time of such amendment) (the “Requisite Threshold”);

WHEREAS, the undersigned constitute the Requisite Threshold; and

WHEREAS, each of the Parties desires to amend, and does hereby amend, the Registration Rights Agreement to make such amendments as are set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

“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); (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 exceeds the 10-day VWAP per share of Common Stock, (each such Transfer by an Anzu Holder pursuant to the foregoing (ii), a “Permitted Transfer”); and (iii) a CCM Holder may at any time Transfer any shares of Common Stock that are beneficially owned or owned of record by such Holder if the sale price of the Common Stock at which the Transfer occurs (x) equals or exceeds the VWAP per share of Common Stock for the previous Trading Day, and (y) exceeds $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); provided, however, that any such Transfer(s) by the CCM Holder may not exceed more than 20% of the traded volume on the date of Transfer.”

[Signatures Follow]

2

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

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

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

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

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

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

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