BURUD 8-K
Nuburu, Inc. (BURUD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Order Approving Settlement
On July 30, 2025, Silverback Capital Corporation (“Silverback”) obtained a court order from the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, granting approval of a Settlement Agreement and Stipulation (the “Settlement”), entered into by and between Nuburu, Inc. (the “Company”) and Silverback.
The foregoing is a summary of the court order and is qualified in its entirety by reference to the full text of the court order that is attached hereto and incorporated herein as Exhibit 10.1.
Settlement Terms
On July 17, 2025, the Company and Silverback agreed to settle outstanding claims in an amount of not less than $5,662,478.57 (the “Claims”) owed to Silverback in exchange for a settlement amount payable in shares of the Company’s common stock (the “Settlement Shares”), subject to court approval. The Settlement Shares are priced in an amount equal to the last trading price of the Company’s common stock on July 17, 2025 (the “Closing Price”), which was $0.3070; provided that, if the sale price of the Company’s common stock drops below the Closing Price, the purchase price of the Settlement Shares will be the lower of (i) the Closing Price or (ii) 75% multiplied by the average of the three lowest traded prices during the fifteen day trading period preceding the share request made by Silverback, subject to other terms of the Settlement. Under the Settlement terms, Silverback may not hold more than 4.99% of the Company’s issued and outstanding common stock at any time.
The Claims include bona fide, outstanding, and unpaid creditor claims that Silverback acquired from the Company’s creditors and agreed to exchange for shares of the Company’s common stock in a state court-approved transaction, in compliance with the terms of Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). The Company also agreed to issue 400,000 shares of common stock as a settlement fee. The Settlement was approved by the state court on July 30, 2025, after a fairness hearing pursuant to the requirements of Section 3(a)(10) of the Securities Act. No relationship exists between the Company and Silverback other than through the agreement discussed herein.
The foregoing is a summary of the Settlement and is qualified in its entirety by reference to the full text of the Settlement that is attached hereto and incorporated herein as Exhibit 10.2.
Item 3.02 Unregistered Sales of Equity Securities.
The sale of securities discussed in Item 1.01 above is incorporated by reference. The issuance of the shares is being conducted in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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Order Granting Approval of Settlement Agreement and Stipulation, dated July 30, 2025 |
10.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NUBURU, INC. |
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Date: |
July 31, 2025 |
By: |
/s/ Alessandro Zamboni |
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Name: Alessandro Zamboni |
Exhibit 10.1
Filing # 228355624 E-Filed 07/30/2025 11:28:21 AM
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR MANATEE COUNTY, FLORIDA
CIVIL DIVISION
Silverback Capital Corporation, a Delaware Corporation,
Petitioner,
v. CASE NO.: 2025 CA 1576
Nuburu, Inc.,
a Delaware Corporation,
Respondents.
!
ORDER GRANTING APPROVAL OF
SETTLEMENT AGREEMENT AND STIPULATION AND FOR DECLARATORY RELIEF
This matter having come on for a hearing on the 30th day of July, 2025, to approve the Settlement Agreement entered into as of July 17, 2025 between Plaintiff, Silverback Capital Corporation ("Plaintiff') and Defendant, Nuburu, Inc. ("Defendant" and collectively with Plaintiff, the "Parties"), and the Court having held a hearing as to the fairness of the terms and conditions of the Settlement Agreement and Stipulation and being otherwise fully advised in the premises, the Court hereby finds as follows:
that the terms and conditions of the issuance of the Shares by Defendant to Plaintiff are fair to Plaintiff;
It is hereby ORDERED, ADJUDGED and DECLARED that the Settlement Agreement and Stipulation is hereby approved as fair to the party to whom the Shares will be issued, within the meaning of Section 3(a)(10) of the Securities Act and that the sale of the Shares to Plaintiff and the resale of the Shares in the United States by Plaintiff, assuming satisfaction of all other applicable securities laws and regulations, will be exempt from registration under the Securities Act of 1933. The Settlement Agreement and Stipulation entered into between the parties is hereby approved and the parties are ordered to comply with same. The Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida reserves jurisdiction over the parties to this action as well as the subject matter herein for purposes of contempt and enforcement of the Settlement Agreement and Stipulation as well as for such other purposes as allowed by law.
SO ORDERED, this 30 day of July, 2025.
/s/ Edward Nicholas
for The Honorable Edward Nicholas
Conformed copies to:
Charles N. Cleland, Jr., Esq.
David A. Altier, Esq.
Exhibit 10.2
SETTLEMENT AGREEMENT AND STIPULATION
THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of July 17,
2025 (the “Settlement Date”) by and between Nuburu, Inc. (“BURU” or the “Company”), a corporation formed under the laws of the State of Delaware, and Silverback Capital Corporation, (“SCC”), a Delaware Corporation.
BACKGROUND:
WHEREAS, there are bona fide outstanding liabilities of the Company in the principal amount of not less than $5,662,478.57 and
WHEREAS, SCC acquired such liabilities on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however to the agreement of the Company and compliance with the provisions hereof; and
WHEREAS, BURU and SCC desire to resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule A and the Claims Purchase Agreements and debt instruments attached and annexed thereto and incorporated herein (hereinafter collectively referred to as the “Claims”).
NOW, THEREFORE, the parties hereto agree as follows:
following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"AGREEMENT" shall have the meaning specified in the preamble hereof.
“CLAIM AMOUNT” shall mean $5,662,478.57 (Subject to any applicable discounts pursuant to the annexed Claims Purchase Agreements).
“CLOSING PRICE” shall mean the Sale Price of the last transaction of the Common
Stock completed during the day's trading session on the Settlement Date on the Principal Market.
"COMMON STOCK" shall mean the Company's common stock, $0.0001 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).
“COURT” shall mean Circuit Courts within the Twelfth Judicial Circuit of Florida. “DRS” shall have the meaning specified in Section 3b.
"DTC" shall have the meaning specified in Section 3b. "DWAC" shall have the meaning specified in Section 3b. "FAST" shall have the meaning specified in Section 3b.
“SALE PRICE” shall mean the Sale Price of the Common Stock on the Principal
Market.
"PRINCIPAL MARKET" shall mean the NASDAQ (including the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq Capital Market, or successor tiers), CBOE, OTC Markets Group (including OTCQX, OTCQB, and OTCID or successor tiers), or the New York Stock Exchange (including NYSE American), whichever is at the time the principal trading exchange or market for the Common Stock.
"PURCHASE PRICE" shall mean the Closing Price.
“SELLER” shall mean any individual or entity listed on Schedule A, who originally owned the Claims.
"TRADING DAY" shall mean any day during which the Principal Market shall be open for business.
"TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's
appointment of any such substitute or replacement transfer agent).
"VALUATION PERIOD" shall mean the fifteen (15) day trading period preceding the share request inclusive of the day of any Share Request pursuant to this Agreement; provided that the Valuation Period shall be extended as necessary in the event that the Initial Issuance is delivered in more than one tranche pursuant to Sections 3(a) though 3(c) below, in which case the Valuation Period for each issuance shall be extended to include additional trading days pursuant to such issuance. The Valuation Period shall begin on the date of any Share Request pursuant to this Agreement, but shall be suspended to the extent that (i) any subsequent Initial Issuance tranche and/or additional issuance is due to be made until such date as such Initial Issuance tranche and/or additional issuance is delivered to SCC pursuant to Section 3(b)(ii); or
(ii) the Company effectuates a reverse stock split during the Valuation Period. Any period of suspension of the Valuation Period shall be established by means of a written notice from SCC to the Company.
to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to expeditiously submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).
Paragraph 2 herein, Company shall issue and deliver to SCC shares of its Common Stock (the “Settlement Shares”) as follows:
that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could exceed the current existing number of shares outstanding as of the date of its execution.
of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the nearest decimal place of .00001.
the Order by the Court, each party hereto agrees to take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated hereby.
for and in consideration of the terms and conditions of this Agreement, and except for the obligations, representations, indemnifications pursuant to paragraph 16 herein and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the “Released Parties”), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect SCC’s right and title to any securities heretofore issued to it by Company or any subsidiary of Company.
follows:
entered into or given with respect to the Claims. There is no action based on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have
been previously entered in any legal proceeding with the exceptions as contained in the Claim Purchase Agreements;
number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares and Settlement Fee Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock pursuant to this Agreement.
or other equitable relief in connection with this Agreement, (a) the parties consent to the jurisdiction of the Court for purposes of enforcing this Agreement, and (b) each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that might otherwise preclude injunctive relief to enforce this Agreement.
(90) days after execution of this Agreement;
Stock drops below the Closing Price, then the Purchase Price shall mean the lower of (i) the Closing Price or (ii) 75% multiplied by the Market Price subject to and notwithstanding a minimum price floor of $0.05. The “Market Price” shall mean the average of the three (3) lowest traded prices during the Valuation Period. In the event the Settlement Shares are not delivered on the same date as the Share Request or Conversion Notice, the Valuation Period will be extended to the date the Settlement Shares and/or Settlement Fee Shares are “Delivered”. “Delivered” shall mean the date the shares clear deposit into SCC’s brokerage account, which shall be the date SCC is able to trade the shares free from restrictions of any kind including by SCC’s Brokerage firm, DTC, Company or Company’s Transfer Agent (the “Extended Valuation Period”). Extending the Valuation Period will not adjust the number of shares delivered but will adjust the market price, Settlement Shares and the amount the Claim amount is reduced as a result of the conversion, and will be memorialized by an Amended Share Request or Conversion Notice, which will be submitted to the Company or Company’s Transfer Agent by SCC, if applicable.
Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
not sold, assigned, transferred, conveyed or otherwise disposed of any or all of any claim, demand,
right, or cause of action, relating to any matter which is covered by this Agreement, that each is the sole owner of such claim, demand, right or cause of action, and each has the power and
authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable in accordance with its terms.
to compromise disputed claims and to avoid the uncertainty and expense of the litigation. This Agreement and each of its provisions and any orders of the Court relating to it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission or concession as to the merits of the Action or the liability of any nature on the part of any of the parties hereto except to enforce its terms.
Agreement and their respective successors, assigns and heirs.
execution, delivery and performance of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and execution of this Agreement, and that counsel has reviewed this Agreement. Company further represents and warrants that they have had corporate legal counsel review and agree to the terms of this Agreement independent of counsel of their choosing to represent Company at any fairness hearing or hearings to approve this Agreement.
Stock, neither Company nor any of its affiliates shall vote any shares of Common Stock owned or controlled by it, or solicit any proxies or seek to advise or influence any person with respect to
any voting securities of Company; in favor of (1) an extraordinary corporate transaction, such
as a reorganization, reverse stock split or liquidation, involving Company or any of its subsidiaries, except as has been disclosed publicly by Company prior to the date of this Agreement, (2) a sale or transfer of a material amount of assets of Company or any of its subsidiaries, (3) any material change in the dividend policy of Company, (4) any other material change in Company’s business or corporate structure, except as has been disclosed publicly by Company prior to the date of this Agreement,(5) a change in Company’s charter, bylaws or instruments corresponding thereto, except as has been disclosed publicly by Company prior to the date of this Agreement, (6) causing a class of securities of Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) terminating the Company’s registration with the SEC, (8) terminating its Transfer Agent (provided that the Company may replace its existing transfer agent), (9) taking any action which would impede the purposes and objects of this Settlement Agreement or (10) or entering into an agreement to do any of the above. The provisions of this paragraph may not be modified or waived without further order of the Court.
consideration to the Company and have no intent to do so. In no event shall any of the funds received from the sale of shares of the Company in reliance upon the Court Order be used to provide any consideration to the Company or any affiliate of the Company.
SCC and its agents, employees, representatives, officers, directors, stockholders, controlling persons and affiliates harmless from claims arising from or directly related to this Agreement, including, without limitation, any claim or action brought derivatively or by the Seller or Shareholders of the Company, and any charges, claims, suits, losses, expenses, damages, obligations, fines, judgments, liabilities, costs and expenses (including actual costs of investigation and reasonable attorney’s fees) whether brought by an individual or entity or imposed by a court of law or by administrative action of any Federal, State or Local governmental body or agency, administrative agency or regulatory authority d i r e c t l y related to arising out of, or based upon (a) any untrue statement or alleged untrue statement of a material fact made by the Company or any omission or alleged omission of the Company to state a material fact required to be stated herein or in any seller document or necessary to make the statements therein not misleading or (b) the inaccuracy or breach of any covenant, representation or warranty made by the Company contained herein or in any seller document or (c) any transaction, proposal or any other matter contemplated herein. The Company will promptly reimburse the indemnified parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any matter contemplated by this Agreement, or any action or proceeding arising therefrom, whether or not such indemnified party is a formal party to any such proceeding. This Agreement specifically includes, but is not limited to the foregoing concerning any claim that SCC is in violation of or has violated Section 5 of the Securities Act of 1933, as amended, for unlawful or unauthorized
sale of securities based upon SCC’s reliance on representations of Company or misrepresentations of Company pursuant to (a), (b) or (c) herein and/or that any payments made by SCC to Creditors were fraudulent, based upon false instruments provided to SCC or not bona
fide claims within the meaning of Section 3(a)(10) of the Securities Act of 1933 . Notwithstanding the foregoing, the Company shall not be liable in respect of any claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has expired or the last right of appeal of has been denied) which resulted solely or in part from the willful misconduct or gross negligence of an indemnified party or the willful violation of any securities law or regulations by the indemnified party. The Company further agrees that it will not, without the prior written consent of SCC, settle, compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not SCC or any indemnified party is an actual or potential party to such proceeding), unless such settlement, compromise or consent includes an unconditional release of SCC and each other indemnified party hereunder from all liability arising out of such proceeding. In order to provide for just and equitable contribution in any case in which (i) an Indemnified Party is entitled to indemnification pursuant to this Indemnification Agreement but it is judicially determined by the entry of a final judgment decree by a court of competent jurisdiction and (the time to appeal has expired or the last right of appeal has been denied) that such indemnification may not be enforced in such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified Party is otherwise entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute to the aggregate losses, Claims and damages and/or liabilities in an amount equal to the amount for which indemnification was held unavailable.
The Company further agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or in connection with SCC’s agreement hereunder except for Claims that a court of competent jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal has
been denied) resulted solely or in part from the willful misconduct of such Indemnified Party or the willful violation of any securities laws or regulations by an Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company set forth herein shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.
advised as to the terms and legal effect of this Agreement and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith, shall supersede all prior written or oral between the parties, subject to the conditions stated herein, and each attorney represents that his or her client has freely consented to and authorized this Agreement after having been so advised.
Agreement which each party acknowledges is the result of negotiation between the parties and the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement.
exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privileges. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.
right to appeal from the Order after its entry. Company further waives any defense based on the rule against splitting causes of action. The prevailing party in any motion to enforce the Order shall be awarded its reasonable attorney fees and expenses in connection with such motion.
Except as expressly set forth herein, each party shall bear its own attorneys’ fees, expenses and costs.
together with its counterpart signature pages, shall be deemed valid and binding on each party when duly executed by all parties. Facsimile and electronically scanned signatures shall be deemed valid and binding for all purposes. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
executed by either of the parties, or any other factor, all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof. Any action brought to enforce, or otherwise arising out of this Agreement shall be brought only in State Court sitting in the Twelfth Judicial Circuit, State of Florida.
date of the execution of this Agreement or upon SCC’s final sale of all shares of stock issued pursuant hereto subsequent to final adjustment; (a) Company and its representatives shall not enter into any exchange transaction under Section 3(a)(10) of the Securities Act to extinguish
existing liabilities nor directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having an effect or result similar to the transactions contemplated hereby without the express written consent of SCC; and (b) SCC shall have the exclusive right to negotiate and execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.
Agreement and any other document executed in connection herewith, the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.
in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days’ advance written notice similarly given to each of the other parties hereto):
Company:
Attn:
Telephone No.:
E-mail:
with a copy to:
Attn:
And
IN WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.
Nuburu Inc
By: /s/ Alessandro Zamboni
Name: Alessandro Zamboni
Title: Executive Chairman
By: /s/ Gillian Gold
Name: Gillian Gold
Title: Manager
EXHIBIT A
IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT
IN AND FOR COUNTY, FLORIDA
Silverback Capital Corporation,
a Delaware Corporation,
Plaintiff,
v. Case No.
,
a Corporation,
Defendant.
/
ORDER GRANTING APPROVAL OF
SETTLEMENT AGREEMENT AND STIPULATION AND FOR DECLARATORY RELIEF/JUDGMENT
This matter having come on for a hearing on the day of , 202_, to approve
the Settlement Agreement entered into as of , 202 between Plaintiff,
(“Plaintiff”) and Defendant, (“Defendant” and collectively with Plaintiff, the
“Parties”), and the Court having held a hearing as to the fairness of the terms and conditions of the Settlement Agreement and Stipulation and being otherwise fully advised in the premises, the Court hereby finds as follows:
It is hereby ORDERED, ADJUDGED and DECLARED that the Settlement Agreement and Stipulation is hereby approved as fair to the party to whom the Shares will be issued, within the meaning of Section 3(a)(10) of the Securities Act and that the sale of the Shares to Plaintiff and the resale of the Shares in the United States by Plaintiff, assuming satisfaction of all other applicable securities laws and regulations, will be exempt from registration under the Securities Act of 1933. The Settlement Agreement and Stipulation entered into between the parties is hereby approved and the parties are ordered to comply with same. The Circuit Court of the Twelfth Judicial Circuit in and for County, Florida reserves jurisdiction over the parties
to this action as well as the subject matter herein for purposes of contempt and enforcement of the Settlement Agreement and Stipulation as well as for such other purposes as allowed by law.
SO ORDERED, this day of , 202_.
The Honorable
Conformed copies to:
, Esq.
, Esq.
[To be reprinted on Company letterhead]
DATE
Continental Stock Transfer & Trust Company
1 State Street Plaza – 30th Floor New York, NY 10004
Ladies and Gentlemen:
Nuburu, Inc. (the "Company") a Delaware corporation (the “Company”) and Silverback Capital Corporation (the "Investor") have entered into a 3(a)(10) Settlement dated
, 2025 (the “Agreement”) providing for the issuance of the Settlement in the principal amount of $5,662,478.57 (the “Settlement”).
You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“shares”) of the Company (initially, 47,000,000 shares) for issuance upon full conversion of the Settlement in accordance with the terms thereof. The amount of shares so reserved may be increased, from time to time, only upon the written instructions of the Company
The ability to convert the Settlement in a timely manner is a material obligation of the Company pursuant to the Settlement. Provided you are acting as Transfer Agent at the time and provided no single issuance is greater than 4.99% of the issued and outstanding shares of the Company, your firm is hereby irrevocably authorized and instructed to within two (2) Trading days issue shares of Common Stock of the Company to the Investor without any further action or confirmation by the Company upon your receipt from the Investor of: (i) a notice of conversion (“Conversion Notice”) executed by the Investor, (ii) an opinion of counsel of the issuer or of the Investor hereby designated by the Company as counsel to the Company for transactions hereunder, confirming that the shares may be issued upon conversion of the Settlement without any transfer restrictions pursuant to the exemption provided by Rule 144 (or any other available exemption) under the Federal Securities Act of 1933, as amended (the “Securities Act”), and (iii) if applicable, copies of all supporting Rule 144 documentation (a seller’s representation letter and a broker’s representation letter if the shares have been held less than twelve months). A copy of the Conversion Notice must be sent via email to the Company at the same time it is sent to Continental. Such shares should be issued, at the option of the Investor as specified in the Notice of Conversion either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit Withdrawal at Custodian (“DWAC”) system provided the Investor causes its broker or bank to initiate a DWAC deposit or (ii) in certificated form without any restrictive legend which would restrict the transfer of the shares, provided however that if such shares are not able to be sold under Rule 144 or any other exemption under the Securities Act and you have received an opinion from the Investor’s counsel that the issuance of the shares is exempt from registration under the Securities Act and when issued the shares will be fully paid and non-assessable, then the issued certificates for such shares shall bear the following restrictive legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
The shares shall remain in the created reserve with the Transfer Agent until counsel to the Investor and an authorized officer of the Company provides joint written instructions to the Transfer Agent that the shares or any part of them shall be taken out of the reserve and shall no longer be subject to the terms of these instructions.
The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability including any claim which may be made or asserted by the Company, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company and the Investor in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard and without liability on the advice of counsel, including counsel selected by you.
The Board of Directors of the Company has approved these irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.
The Company agrees that in the event that you resign as the Company’s transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company within five (5) business days. The Company acknowledges that you will have the right to complete any issuance or conversion request received in good order prior to your resignation. It is also understood that you are permitted to resign without any stipulated conditions.
The Investor is intended to be and is a third party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.
Notwithstanding any other provision hereof, the Company and the Investor understand that you shall not be required to perform any issuance of the Shares if (a) such an issuance or transfer of Shares is in violation of any state or federal securities laws or regulations
or (b) the issuance of the Shares is prohibited or stopped as required or directed by a court order from a court of competent jurisdiction. Additionally, Company and Investor understand that you shall not be required to perform any issuance of the Shares if Company is in default of its payment obligations under its agreement with you.
Very truly yours, Nuburu, Inc.
By:
Name:
Title:
Date:
Acknowledged and Agreed:
Silverback Capital Corporation
By:
Name:
Title:
Date:
Acknowledged and Agreed:
Continental Stock Transfer & Trust Company
By:
Name:
Title:
Date: