Philip Krim - 31 Jan 2023 Form 4 Insider Report for Nuburu, Inc. (BURU)

Footnote F1

On January 31, 2023, pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Nuburu, Inc. (f/k/a Tailwind Acquisition Corp.) (the "Issuer"), Compass Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Nuburu Subsidiary, Inc. ("Legacy Nuburu"), Merger Sub merged with and into Legacy Nuburu, with Legacy Nuburu as the surviving company and continuing as a wholly owned subsidiary of the Issuer (the "Business Combination").

Footnote F2

In connection with the consummation of the Business Combination, the 8,355,393 shares of Class B common stock, par value $0.0001 per share, of the Issuer that were initially issued to Tailwind Sponsor LLC (the "Sponsor") in a private placement prior to the Issuer's initial public offering, were automatically converted, on a one-for-one basis, into shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), other than (i) 7,205,393 shares that the Sponsor surrendered and forfeited in connection with the closing of the Business Combination for no additional consideration,

Footnote F3

(ii) 150,000 shares that the Sponsor transferred to Nautilus Master Fund, L.P. pursuant to that certain share transfer agreement, dated as of January 31, 2022, between the Sponsor and Nautilus Master Fund, L.P., (iii) 50,000 shares that the Sponsor transferred to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as payment for certain services rendered in connection with the Business Combination) and (iv) 650,000 shares of Series A preferred stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") that were issued to the Sponsor, as a holder of record of Common Stock as of the close of business on the closing date of the Business Combination.

Footnote F4

The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor.

Footnote F5

The Preferred Stock is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations").

Footnote F6

The Preferred Stock has no expiration date. Pursuant to the Certificate of Designations and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock.