Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among Material Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), Material Resource Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Lucid Capital Markets, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Sponsor holds an aggregate of 7,666,667 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), up to 1,000,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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Material Resource Acquisition Corp.

928 S. Dixie Highway, Ste 1004

Lantana, FL 33462

______, 2026

Bloom Family Enterprises, LLC
928 S. Dixie Highway, Ste 1004
Lantana, FL 33462

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Material Resource Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bloom Family Enterprises, LLC (“Provider”) shall make available to the Company such administrative and support services as may be required by the Company from time to time, and shall provide the Company with the use of a business mailing address at 928 S. Dixie Highway, Ste 1004, Lantana, Florida 33462 (or any successor address). In exchang

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The Klein Group, LLC
640 Fifth Avenue
New York, NY 10019

CONFIDENTI**AL

June 16, 2026

Material Resource Acquisition Corp.

928 S Dixie Highway, Suite 1004

Lantana, FL 33462

Attn: Rick Bloom

Ladies and Gentlemen:

This letter agreement (this “Agreement”) confirms certain arrangements among Material Resource Acquisition Corp. (the “Client”), Lucid Capital Markets LLC (the “Representative”) and The Klein Group, LLC (“Advisor”) with respect to the engagement of Advisor by the Client as its financial advisor to provide the Services (as defined below). For purposes of this Agreement, “Transaction” means the initial public offering (the “Offering”) by the Client of units consisting of one Class A ordinary share and a fraction of a warrant to purchase Class A ordinary shares, pursuant to a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission. The services to be provided by the Advisor to the Client will include, among other things, assisting in identifying investors

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PROMISSORY NOTE

$250,000        As of May 31, 2026

Material Resource Acquisition Corp. (“Maker”) promises to pay to the order of Material Resource Acquisition Sponsor LLC or its successors or assigns (“Payee”) the principal sum of up to Two Hundred Fifty Thousand Dollars and No Cents ($250,000) in lawful money of the United States of America, on the terms and conditions described below.

1. **Principal. **

(a) The principal balance of this Note shall be repayable on the earlier of (i) December 31, 2026, (ii) the date on which Maker consummates an initial public offering of its securities (“IPO”) or (iii) the date on which Maker determines to not proceed with such IPO.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made as of _________, 2026 by and between Material Resource Acquisition Corp (the “Company”) and Efficiency INC. (“Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (“Registration Statement”) and prospectus (“Prospectus”) for the initial public offering of the Company’s units (“Units”), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), and one-third of one warrant, each whole warrant entitling the holder to purchase one Ordinary Share (such initial public offering referred to as the “IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);

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INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of __________, 2026 (“Agreement”), by and between Material Resource Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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__________, 2026

Material Resource Acquisition Corp.
928 S. Dixie Highway, Ste 1004
Lantana, FL 33462

Lucid Capital Markets, LLC
570 Lexington Avenue

New York, New York 10022

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Material Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder to acquire one Sh

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Material Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Material Resource Acquisition Sponsor LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-third of one redeemable warrant (each, a “Warrant”). The Purchaser has agreed to purchase an aggregate of 365,000 units (or 395,000 units in the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”).

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _______, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Material Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC, a Delaware limited liability company (together with its designees, collectively the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT

ThisREGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of July [●], 2026, is by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the undersigned buyer (the “Buyer”).

RECITALS

A. In connection with the Securities Purchase Agreement by and between the parties hereto, dated as of July [●], 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Buyer Preferred Shares, which will be convertible to purchase the Conversion Shares in accordance with the terms of the Certificate of Designations. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement.

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Execution Copy

Exhibit 10.46

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

Head of Terms

This head of terms (the “HoT”) sets forth the main terms and conditions of an envisaged transaction (the “Transaction”) consisting in the investment by Nuburu Inc., a U.S. company incorporated under the Laws of Delaware, whose shares are listed on the New York Stock Exchange (“Nuburu” or the “Investor”), either directly or indirectly, in SunCubes S.r.l. (“SunCubes” or the “Company”) with the aim to, subject to certain conditions (including clearance Golden Power), (i) implement a structured industrial, commercial and technological cooperation between Nuburu and SunCubes; and (ii) acquire a minority stake in the Company pursuant to the terms and conditions set forth below (the “Transaction”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2026, between Nuburu, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the number of Securities (as defined below) as more fully described in this Agreement.

WHEREAS, the Company intends to authorize a new series of preferred stock of the Company designated as Series B Preferred Stock, par value $0.0001 per share (together with any convertible preferred stock issued in replacement thereof in accordance with the terms thereof) (the “Series B Preferred Stock”) the terms of which are set forth in the Certificate of Designations (as defined below) in substantially the form attached hereto as Exhibit A.

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