REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of June 12, 2023 is among Nuburu, Inc., a Delaware Corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”).
ContractConvertible Promissory Note • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Note and Warrant Purchase Agreement, dated as of June 12, 2023 (this “Agreement”), is entered into by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 9 hereof.
WARRANT TO PURCHASE SHARES OF COMMON STOCK of NUBURU, INC. Dated as of [DATE] Void after the date specified in Section 8Warrant Agreement • June 13th, 2023 • Nuburu, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Nuburu, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of June 12, 2023, by and among the Company and the purchasers described therein (the “Purchase Agreement”), and is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement.
