Browse EX-10 agreements

ON DEMAND FACILITY AGREEMENT

BETWEEN

(1) NUBURU INC.

AND

(2) SUPPLY@ME CAPITAL PLC

DATED 18 MARCH 2025 AND AS AMENDED BY

A FIRST DEED OF AMENDMENT DATED 10 JUNE 2025,

A SECOND DEED OF AMENDMENT DATED 29 AUGUST 2025,

A THIRD DEED OF AMENDMENT DATED 31 DECEMBER 2025 AND

A FOURTH DEED OF AMENDMENT DATED 12 JUNE 2026

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THIS AGREEMENT is made the 18 day of March 2025

BETWEEN:

(1) NUBURU INC.a Delaware corporation, with its principal place of business at 7442 S Tucson Way, Suite 130 Centennial, CO 80112, United States of America (the "Lender");

(2) SUPPLY@ME CAPITAL PLCincorporated and registered in England and Wales with company number 03936915 whose registered office is at 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH (the "Borrower").

It is hereby agreed

1. DEFINITIONS

1.1. The following definitions apply in this Agreement:

“Adjustment Event": any or all of the following, at any time, or by reference to any record date, while any part of the Loan remains outstanding:

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EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the “Agreement”), dated as of May 11, 2026 (the “Execution Date”), is between Nuburu, Inc., a Delaware corporation (the “Company”), and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, collectively, the “Buyers”).

RECITALS

A. In reliance on the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act of 1933 as amended (the “1933 Act”), the Buyers wish to exchange in several tranches a total of 446,946 shares of Series A Preferred Stock, par value $0.0001, held by Buyers (“Existing Securities”) for a purchase price of $10.00 per share, which were originally issued by the Company more than two years ago, for pre-funded warrants in the form attached hereto as Exhibit A(each a “PFW”) convertible into shares of Common Stock in the aggregate amounts as set forth on the Buyer Schedules and in this Agreement (the “Underlying Shares”).

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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.

COURTESY TRANSLATION This document is a courtesy English translation prepared by artificial intelligence for information purposes only. In the event of any discrepancy or inconsistency between this translation and the original Italian-language version of the Agreement, the Italian-language version shall prevail in all respects.

INVESTMENT AGREEMENT

between

Carlo Ulacco, born in Rome (RM) on [***], tax code [***], resident at [***], [***] (“CU”);

and

Ambrogio D’Arrezzo, born in Crecchio (CH) on [***], tax code [***], resident at [***], [***] (“ADA”);

and

Andrea Lodi, born in Carpi (MO) on [***], tax code [***], resident in [***], [***] (“AL” and, together with CU and ADA, the “Existing Shareholders");

- on the one hand -

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| | | | | ------------------------- | : | ----------------------------------------------------------------------: | | | | | | | | * Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104* | | | | Telephone (856) 797-0900 | | | | Fax (856) 797-0909 | | | | | | | | | | | | |

**Related Party Revolving Loan Agreement **

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**TAX RECEIVABLE AGREEMENT **

**BY AND AMONG **

**HOLTEC NUCLEAR CORPORATION, **

**HOLTEC INTERNATIONAL LLC, **

**HOLTEC INTERNATIONAL HOLDCO 1, LLC, **

**THE TRA REPRESENTATIVE, **

**THE TRA PARTIES **

**AND **

**OTHER PERSONS FROM TIME TO TIME PARTY HERETO **

DATED AS OF [●******], 2026 **

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**TABLE OF CONTENTS **

		Page
ARTICLE I Definitions		** **	1	** **

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**AMENDED BUSINESS ALLIANCE AGREEMENT **

**BETWEEN **

**HOLTEC INTERNATIONAL, HOLTEC ASIA PRIVATE **

**LIMITED & MSl1 **

Record of Review and Issuance
Rev #		Author (HI)		Reviewer (HA)		Reviewer		Date of Issue		Status
1		William Gill (HI)		Annat Jain (HA)		Christian Zoltowski (MSI)		March 1, 2026		Approved

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**FORM OF **

**HOLTEC NUCLEAR CORPORATION **

**2026 EQUITY INCENTIVE PLAN **

1.	**Purpose **

The purpose of this Holtec Nuclear Corporation 2026 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Holtec Nuclear Corporation and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available employees, officers, non-employee directors and other individual service providers for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards and

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**AMENDED AND RESTATED **

**LIMITED LIABILITY COMPANY AGREEMENT **

**OF **

**HOLTEC INTERNATIONAL LLC **

DATED AS OF [●******], 2026 **

THE INTERESTS IN HOLTEC INTERNATIONAL LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE ME

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**FORM OF **

**HOLTEC NUCLEAR CORPORATION **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

1.	**Purpose **

The purpose of this Holtec Nuclear Corporation 2026 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions.

2.	**Definitions. **

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Administrator” means the Compensation, Governance and Nominations Committee of the Board (or any successor committee), or such other committee as designated by the Board to administer the Plan under Section*** 14*.

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**DISCRETIONARY AND DEMAND **

**LINE OF CREDIT AGREEMENT **

This Discretionary and Demand Line of Credit Agreement (the “Agreement”) is dated as of October 15, 2025, between HOLTEC INTERNATIONAL, a corporation organized under the laws of the State of Delaware (“Borrower”) and BMO BANK N.A. (“Bank”). The Borrower has applied for, and the Bank has approved the establishment of, a discretionary and demand revolving line of credit facility (the “Loan Facility”) from which the Borrower may from time to time request loans up to the maximum aggregate principal amount of $50,000,000.00 in United States Dollars (the “Maximum Credit”). Subject to the terms and conditions set forth herein, the Borrower may borrow and reborrow under the Loan Facility up to the Maximum Amount and may make principal payments on the outstanding principal of the Loan Facility at any time and in any amount. **This Agreement, and the Loan Facility established hereunder, is an uncommitted, discretionary credit facility due and payable on demand by Bank. The Borrower hereby acknowledges and agrees that the Bank, in th

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**FORM OF INDEMNIFICATION AGREEMENT **

This Indemnification Agreement (this “Agreement”) is entered into as of [________], 2026 (the “Effective Date”) by and between Holtec Nuclear Corporation, a Delaware corporation (the “Company”), and [____________] (the “Indemnitee”).

**RECITALS **

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

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**MASTER SERVICES AGREEMENT **

Between Holtec International (“Holtec”) and Mariner Strategic Investments, LLC (“MSI”)

Effective Date: January 1, 2026

**1. Purpose and Background **

**1.1 Corporate Separation **

Holtec and MSI (each a “Party”) enter into this Master Services Agreement (“Agreement”) to define the terms under which each organization will provide certain services and resources to the other in connection with and following the formal separation of MSI from Holtec.

**1.2 MSI Personnel Transition and MSI Support to Holtec **

As part of the separation, MSI will offer employment to the four (4) Holtec employees set forth on Annex A (the “MSI Personnel”) effective as of 12:01 am on the Effective Date. Such offers of employment will provide for the same compensation and benefits that the MSI Personnel were receiving from Holtec immediately prior to the Effective Date. Although primarily dedicated to MSI operations, the MSI Personnel will continue to provide certain Services to Holtec as mutually agreed and further described herein.

**1.3 Holtec Support to MSI **

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