Exhibit 10.5

To

Trumar Capital LLC

1675 South State St.,

Ste B Dover-19901, Delaware, USA,

Email: [email protected]

To the kind attention of Andrew Dominique White

and

Mr. Ambrogio D'Arrezzo

Majority Stockholder ofTekne S.p.A.,

Piazza Gualdi n. 19,

42016 -Guastalla (RE), Italy,

E-mail: [email protected]

February 14, 2025

RE: Binding and Irrevocable Commitment Letter -Acquisition of the 100% of the corporate capital
of TCEI S.a.r.l.

Dear Sirs,

The Board of Directors of Nuburu Inc. (the "Company" or "Nuburu"), a Delaware corporation, hereby issues this binding and irrevocable commitment letter (the "Letter") in connection with the proposed transactions as outlined below, to be entered into, directly and indirectly, with Trumar Capital LLC ("Trumar").

Whereas that:

NOW, THEREFORE, in consideration of the foregoing, the recitals and annexes form an integral part of this Letter, and the following commitments and guarantees are hereby given to Trumar:

In relation to TCEl's undertakings pursuant to the Tekne Acquisition Agreement, and considering the current financial situation ofTekne, Nuburu hereby irrevocably commits to depositing a guarantee in the value of$ 4,200,000.00 in listed securities within the timelines specified in Exhibit A.

Nuburu hereby irrevocably allows to provide all necessary and relevant information regarding the Company to Tekne, TCEI and all relevant Italian and European authorities in order to obtain the required and necessary authorizations to proceed with the Acquisition Tekne.

In connection to the Final Transaction, Nuburu hereby undertakes to provide, directly and indirectly, all necessary financial resources to ensure that TCEI shall fulfill its liabilities and obligations specifically disclosed in writing under the Tekne Acquisition Agreement (including the Acquisition Tekne Liability) and the Acquisition Orbit (including the Acquisition Orbit Liability), subject to the Transaction Conditions.

This Letter shall be binding and irrevocable and shall remain in full force and effect unless otherwise mutually agreed by the parties in writing.

We trust that the contents of this Letter accurately reflect our shared commitment to proceeding with the outlined transactions and look forward to working together towards their successful conclusion.

Sincerely,

/s/ Alessandro Zamboni

Nuburu Inc.

Name: Alessandro Zamboni

Title: Executive Chairman

For acceptance:

/s/ Andrew Dominique White

Trumar Capital LLC

Name: Andrew Dominique White

Title: Authorized person

For knowledge:

/s/ Ambrogio D'Arrezzo

Ambrogio D'Arrezzo

Exhibit A - Agreement of Tekne Acquisition

To

Ambrose D'Arrezzo

Gualdi Square No. 19

42016 - Guastalla (RE)

By pec and e-mail: [email protected]; [email protected]

Charles Ulacco

Contrada Piane No. 8

66023 - Francavilla Al Mare (CH)

By e-mail: [email protected]

Andrea Lodi

Isonzo Street No. 2

42042 - Fabbrico (RE)

By e-mail: [email protected]

February 14, 2025

-via PEC or e-mail-

Re: Framework Agreement - Proposal

Dear Sirs,

We refer to our recent discussions and agreements to submit our proposal for the execution of the framework agreement.

* * *

FRAMEWORK AGREEMENT

between

TCEI S.À.R.L.

-on the one hand-

e

AMBROSE D'ARREZZO, CARLO ULACCO and ANDREA LODI

-on the other side-

TABLE OF CONTENTS

FRAMEWORK AGREEMENT

This framework agreement (the "Agreement") is entered into on February 14, 2025

between

TCEI S.À.R.L., a company incorporated under the laws of Luxembourg, having its registered office at Rue Jean-Pierre Brasseur no. 1, L-1258, Luxembourg, Luxembourg Commercial Register entry number B267726, in the person of Andrew Dominique White, who signs this agreement in his capacity as legal representative (the “Investor”);

- on the one hand -

and

Ambrogio D'Arrezzo, born in Crecchio (CH), January 14, 1962, Italian tax code DRRMRG62A14D137F (“AD”);

and

Carlo Ulacco, born in Rome (RM), April 15, 1976, Italian tax code LCCCRL76D15H501S (“CU”);

and

Andrea Lodi, born in Carpi, August 25, 1979, Italian tax code LDONDR79M25B819A (“AL” and jointly with AD and CU, the “Sellers”);

- on the other side - (the Investor and the Sellers, individually, a “Party” and jointly, the “Parties”).

RECITALS

(A) AD, CU, and AL hold, respectively, 86.2%, 10.8%, and 3% of the share capital of TEKNE S.p.A. (“TEKNE” or the “Company”), a company incorporated under the laws of Italy, with registered office at Contrada San Matteo no. 42, Poggiofiorito (CH), 66030, registration number with the Companies’ Register of Chieti-Pescara, Italian tax code and VAT number 01992140697, with share capital equal to Euro 30,500,000.00 (thirty million five hundred thousand/00), fully paid up, represented by no. 30,500,000 shares with a nominal value equal to Euro 1.00 each;

(B) TEKNE is a company active in the development of the design, production and outfitting of industrial, special and military vehicles, and in the development of products, systems and services related to electronics for automotive, defense and security, in the military and in the military and civilian fields;

(C) TEKNE needs to obtain additional financial resources, including, lines of credit for a total value equal to Euro 50,000,000.00 (fifty million/00), in order to be able to complete the composition with creditors procedure (composizione negoziata della crisi) to which TEKNE is a party, as well as to complete certain orders related to its business as described in the Recovery Plan (the “Pending Orders”). In such respect, the Investor has approached the Sellers for the creation of a commercial investment and strategic partnership with TEKNE through the possible entry of the Investor in the share capital of TEKNE, by the means of a potential acquisition of 70% of TEKNE’s share capital (the “Transaction”). The aforementioned Transaction is part of a more

complex transaction that the Investor is finalizing with Nuburu Inc., listed on the U.S. regulated market (the “Final Investor”), through which the Investor will contribute all of its assets, including the Company, into the capital of the Final Investor, involving the transfer of a certain number of shares (the “U.S. Participation”) of the Final Investor (the “Final Transaction”);

(D) in accordance with the foregoing, the Investor is interested in investing in the Company through the purchase by the Investor of a shareholding equal to 70% of the Company’s share capital (the “Participation”).

NOW, THEREFORE,

the Parties, intending to be legally bound, hereby agree as follows.

SECTION I INTRODUCTORY PROVISIONS AND SUBJECT OF THE AGREEMENT

1. DEFINITIONS

In addition to the terms and expressions defined in other Clauses, Paragraphs, in the Recitals, Annex, Appendix and preamble to this Agreement, the following terms and expressions have the following meanings in the context of this Agreement:

1.1. “Acceptance Date”: means the date on which the Parties duly and validly executed and delivered this Agreement, pursuant to Clause 14.2, by exchange of proposal and acceptance (scambio per corrispondenza).

1.2. “Accounting Principles”: means the provisions dictated by section 2423 et seq. of the Civil Code for the preparation of the financial statements of companies, as interpreted and supplemented by the national accounting standards issued by the Italian Accountants’ Organization (“Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri”), applied in a manner consistent and coherent with the Company's previous practice.

1.3. “Agreement”: has the meaning set forth in the preamble.

1.4. “Antitrust Regulations”: means (i) Law No. 287 of October 10, 1990, as subsequently amended and implemented; and (ii) EU Regulation No. 1/2003.

1.5. “Authority”: means any public authority, including legislative, executive, administrative, fiscal, or judicial bodies (including European community, international, foreign, federal, state, regional, interregional, or local authorities as well as European authorities and by way of example but not limited to, the Department of Security Information “DIS”) or any commission, board, agency, bureau, official as well as any other regulatory, administrative, judicial authority including arbitration courts and arbitrators and all their divisions and subdivisions.

1.6. “Authorization(s)”: means all authorizations, licenses, concessions, permits, approvals, certifications, clearances (nulla osta), as well as any other measure of any Authority necessary for the management of the Company as it is currently conducted.

1.7. “Bankruptcy Law”: means Royal Decree No. 267 of March 16, 1942, as subsequently supplemented and amended.

1.8. “Binding Exchange Share”: has the meaning set forth in Clause 4.3.1(ii)(b).

1.9. “Binding Price-Exchange Date”: has the meaning set forth in Clause 4.3.3 (a)(v).

1.10. “Business Day”: means a day on which banks operating in the Rome and Milan are open for the conduct of their normal business.

1.11. “Candidates”: has the meaning set forth in Clause 12.4.1a).

1.12. “Candidate Designated Investor”: has the meaning set forth in Clause 12.4.1 b).

1.13. “Civil Code”: means Royal Decree No. 262 of March 16, 1942, as amended from time to time.

1.14. “Claim”: has the meaning set forth in Clause 9.4 (a).

1.15. “Closing”: means the performance of all acts, operations, fulfilments, exchanges of documents, none excluded and/or excepted, to be performed on the Closing Date, as well as the completion of all transactions that, according to the provisions of this Agreement, are to take place on the Closing Date.

1.16. “Closing Date”: means the date on which the Closing (as defined below) will take place in accordance with this Agreement.

1.17. “CNC Expert”: means the independent expert appointed by measure by the Chieti-Pescara Companies’ Register on August 14, 2024 in the person of Dr. Luigi Carunchio pursuant to section 17 et seq. of Legislative Decree No. 18/2021.

1.18. “Compensation Notice”: has the meaning set forth in Clause 4.3.3.

1.19. “Competition Activities”: has the meaning set forth in Clause 12.9.1(i).

1.20. “Conditions Precedent”: has the meaning set forth in Clause 6.1.1.

1.21. “Confidential Information”: has the meaning set forth in Clause14.7.1.

1.22. “Confirmatory Due Diligence”: has the meaning set forth in Clause8.1“Control”: means the case referred to in section 2359, par. 1 and 2 of the Civil Code; the terms “Parent” and “Subsidiary”, and the verb “Control” will have a meaning consistent with the definition of Control.

1.23. “Decree 231”: means Legislative Decree No. 231/2001, as subsequently amended.

1.24. “Direct Claim”: has the meaning set forth in Clause 9.4 (a).

1.25. “Designated Investor Chief Executive Officer”: has the meaning set forth in Clause12.4.1 d).

1.26. “Due Diligence”: has the meaning set forth in Clause 5.1.

1.27. “Due Diligence Documentation”: has the meaning set forth in Clause 5.1(i).

1.28. “Encumbrances”: means pledges, mortgages, rights of use, usufruct, garnishments, seizures, pre-emptions, options, charges, prejudicial passive transcripts, general and special privileges, pending litigation, third party rights, for any reason, including inheritance, redemption rights in favor of third parties pursuant to section 1500 of the Civil Code, and any other encumbrances, charges or encumbrances.

1.29. “Escrow Account”: means the bank account to be opened by either Party with the Escrow Agent, pledged for the benefit of the Parties to secure (i) the Fixed Binding Price payment, (ii) the transfer of the Binding Exchange Share, and (iii) the Sellers’ indemnification obligations, in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement.

1.30. “Escrow Agent”: means escrow agent, as a notary or bank of primary standing, jointly selected by the Parties.

1.31. “Escrow Agreement”: means the mandate and escrow agreement to be entered into between the Parties and the Escrow Agent as of the Closing Date substantially in accordance with the text attached to this Agreement as Annex 1.33, designed to secure (i) the payment of the Fixed Binding Price, (ii) the transfer of the Binding Exchange Share, (iii) the deduction of the Relevant Results, and (iv) the indemnification obligations of the Sellers, in accordance with the provisions of this Agreement and the Escrow Agreement.

1.32. “Escrow Amount”: has the meaning set forth in Clause 4.3.2(ii).

1.33. “Exchange Share”: has the meaning set forth given in Clause 4.3.1(ii)(b).

1.34. “Exchange Share Closing”: has the meaning set forth in Clause 4.3.1(ii)(b).

1.35. “Expert's Decision”: has the meaning given in Clause 4.3.3(b)(iv).

1.36. “Final Investor”: has the meaning set forth in Recital (C).

1.37. “Final Transaction”: has the meaning set forth in Recital (C).

1.38. “Final Transaction Authorization”: means (i) the granting by any competent Authority of authorization, approval or consent to execute the Final Transaction contemplated by this Agreement, such as, by way of example but not limited to, antitrust authorization, the so-called golden power authority under the Golden Power Legislation to execute the Final Transaction notified to it; or (ii) the silence-consent provided for in the Golden Power Legislation as a result of the expiration of the deadline for the verification of the request for golden power authorization; or (iii) the notice that the Golden Power Legislation is not applicable to the Final Transaction contemplated by this Agreement.

1.39. “Financial Statement(s)”: means the Company's financial statements for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, respectively, duly approved by the Company's corporate bodies.

1.40. “First Chief Executive Officer”: has the meaning set forth in Clause 12.3.

1.41. “Fixed Price”: has the meaning set forth in Clause 4.3.1(ii)(a).

1.42. “Fixed Price Closing”: has the meaning set forth in Clause 4.3.1(ii)(a).

1.43. “Fixed Binding Price”: has the meaning set forth in Clause 4.3.1(ii)(a).

1.44. “Golden Power Regulations”: means (i) Decree-Law No. 21 of March 15, 2012, converted into law by Law No. 56 of March 11, 2012, as subsequently amended or supplemented; (ii) Decree-Law No. 105 of September 21, 2019, converted into law by Law No. 133 of November 18, 2019, as subsequently amended and implemented; and (iii) EU Regulation No. 452/2019.

1.45. “Group”: means the Company and its Subsidiaries, and “Group Companies” shall be interpreted accordingly.

1.46. “Indemnification”: has the meaning set forth in Clause 9.6(a).

1.47. “Investor”: has the meaning set forth in preamble.

1.48. “Indemnifiable Event”: has the meaning set forth in Clause 9.6

1.49. “Independent Expert”: has the meaning set forth in Clause 4.3.3.

1.50. “Intellectual Property Rights”: means any and all intellectual and/or industrial property rights owned by the Company, including but not limited to rights relating to: firm, company name, company name, patents for inventions, ornamental and utility models, trademarks (including unregistered), distinctive signs, applications relating to the foregoing, industrial and trade secrets, software, Internet domains, databases (including where “non-creative”), contact lists used by the Company in the exercise of its activities, know-how, the processes, productive and commercial, image rights and domain names.

1.51. “Interim Period”: means the period from the Acceptance Date to the Closing Date.

1.52. “Internal Contact Person”: has the meaning set forth in Clause 5.2.3.

1.53. “Investor’s Representations and Warranties”: has the meaning set forth in Clause 10.1.

1.54. “Law”: means any supranational, national, regional, state, provincial or local law or other form of regulatory provision, statute, ordinance, rule, regulation, code, order, injunction or decree, and any rule of primary or secondary status applicable to the Parties and/or the Company (as applicable).

1.55. “Lock-Up”: has the meaning set forth in Clause 12.2(a).

1.56. “Lock-up Period”: has the meaning set forth in Clause 12.2(a).

1.57. “Long Stop Date”: has the meaning set forth in Clause 6.1.1.

1.58. “Loss(es)”: means all losses and damages determined in accordance with section 1223 of the Civil Code, including expressly the loss of profit, and any contingent liabilities, non-existence of assets, costs, expenses, charges, disbursements, including those in the nature of Tax.

1.59. “Material Adverse Change”: means any event (or series of events) related to the Company that results in a material adverse change or impact on the Company's assets, financial or earnings conditions or business activities, such as impairing the Company’s ordinary operations or result in its insolvency.

1.60. “New By-laws”: has the meaning set forth in Clause 7.2 (a)(v).

1.61. “Notary”: means the notary who will be chosen by the Investor.

1.62. “Notice of Candidates”: has the meaning set forth in Clause 12.4.1(a).

1.63. “Notice of Designated”: has the meaning set forth in Clause 12.4.1(b).

1.64. “Objection to Claim”: has the meaning set forth in Clause 9.4 (b).

1.65. “Objection to the Compensation”: has the meaning set forth in Clause4.3.3(b)(i).

1.66. “Objection Term”: has the meaning set forth in Clause 4.3.3.

1.67. “Participation”: has the meaning given in Recital (D).

1.68. “Parties”: has the meaning set forth in preamble.

1.69. “Penalty for Breach of Non-Competition Obligations”: has the meaning set forth in Clause 12.9.4.

1.70. “Pending Orders”: has the meaning set forth in Recital (C).

1.71. “Related Parties”: means any natural person and legal entity identified as such in accordance with the “Regulation of Related Party Transactions” adopted by CONSOB Resolution No. 17221 of March 12, 2010, as amended and in accordance with IAS ("International Accounting Standards") No. 24.

1.72. “Relevant Results”: means any findings noted by the Investor and/or its advisors (if any) during the exercise of Due Diligence and Confirmatory Due Diligence that (if any) result in a net loss or Loss for any of the Group Companies in excess of an amount equal to Euro 250,000.00 (two hundred and fifty thousand/00) arising from any breach arising from contractual relationships, third party rights or any other relationship to which any of the Group Companies are party or from the Law or Accounting Principles applicable to the Group Companies. It remains understood that any liabilities or Losses arising from one or more contracts for causes of production delays caused by the compositions with creditors procedure (composizione negoziata della crisi) to which the Company is subject shall not be included as Relevant Results, only in the event that such liabilities or Losses are offset by new orders or contracts that the Company receives or enters into in the following 6 months from the Acceptance Date.

1.73. “Relevant Territory”: means the territory, Cities, Regions, States, without limitation, where the Company carries out and/or organizes and/or maintains relations with third parties in connection with its business and corporate purpose.

1.74. “Sellers’ Representations and Warranties”: has the meaning set forth in Clause 9.

1.75. “Tax(es)”: means any charge payable, obligation to pay, including any fee, tax (direct or indirect,

including VAT, income tax, regional business tax, sales or transfer tax), government concessions occupation tax, excise tax, duty, customs tax, stamp duty, registration tax, IMU charge, tax burden, withholding tax, imposed by Law or any Authority (including those due as a substitute for tax), as well as any interest or penalty, surtax and/or surcharge related thereto.

1.76. “Termination of Office”: has the meaning set forth in Clause 12.4.1.

1.77. “Third Party Claim”: has the meaning set forth in Clause 9.4(a).

1.78. “Transaction”: has the meaning set forth in Recital (C).

1.79. "Transfer": means (i) any inter vivos transaction or act, whether in whole or in part, in a particular or universal capacity (a titolo particolare o universale), for valuable consideration (fungible or non-fungible) or gratuitous, and (ii) any inter vivos transaction, deed or agreement in a universal or particular capacity (a titolo particolare o universale), whether for valuable consideration (fungible or non-fungible) or gratuitous - including but not limited to, sales, exchanges, donations, constitution of separate estates, contributions to trusts, contributions to companies or estate funds, pledges, enforcement of security interests (including but not limited to forced sales and forced assignments) constitutions or transfers of usufruct or other right of guarantee or enjoyment (diritto di garanzia o godimento), securities lending, mergers and demergers, preliminary contracts, trust transfers, options and deferred execution contracts - by virtue of which the result of the transfer or constitution (or commitment to transfer or constitution) of ownership or any other real or personal right (including usufruct,

bare ownership and pledge) is achieved. The verb "Transfer," in all its conjugations, shall have a meaning consistent with the definition of Transfer.

1.80. “US Escrow Participation”: has the meaning set forth in Clause 4.3.2(ii).

1.81. “Value of the Participation”: has the meaning set forth in Clause 4.3.1(i).

2. CERTAIN RULES OF INTERPRETATION

2.1. The Premises referred to above the Annexes and Appendix to this Agreement shall be construed and interpreted as an integral and essential part of this Agreement.

2.2. References to “Premises”, “Clauses”, “Paragraphs”, “Annexes, and “Appendix” shall be construed as to refer to the respective premises, clauses, paragraphs, annexes and appendix of this Agreement.

2.3. The expressions "therein included," "includes," or similar shall be construed as introducing a mere exemplification as if they were always followed by "without limitation," and the singular includes the plural and vice versa, the masculine includes the feminine and vice versa.

2.4. The obligation to "cause" certain activities to be carried out by third parties shall be construed under section 1381 of the Civil Code.

2.5. The definitions in Clause 1 apply to both the singular and plural of the respective headings where the context so requires.

2.6. The headings of the Clauses, Paragraphs and Annexes are inserted for convenience only, for the sole purpose of ease of reference, and shall in no way affect the meaning, interpretation or effectiveness of this Agreement.

2.7. The agreements in favor of third parties are deemed to be stipulated pursuant to section 1411 of the Civil Code.

3. SUBJECT MATTER OF THE AGREEMENT

The purpose of this Agreement is:

(i) to regulate the transfer of the Participation on the Closing Date by the Sellers in favor of the Investor. The provisions relating to this stage are contained in Section II of this Agreement, without prejudice to the application of any additional provisions contained in other Sections of this Agreement as relevant;

(ii) to set forth the corporate governance rules, as shareholder agreement, relating to the Company following the Closing Date. The relevant provisions are contained in Section III of this Agreement, without prejudice to the application of any additional provisions contained in other Sections of this Agreement as relevant; and

(iii) to regulate the additional commitments to be borne by the Parties. The relevant provisions are contained in Section VI of this Agreement, without prejudice to the application of any additional provisions contained in other Sections of this Agreement as relevant.

SECTION II

The transfer of ownership of the Participation takes place on the Closing Date, subject to the occurrence of the Closing, as provided in Clause 7, and the Participation is transferred to the Investor, with regular enjoyment as of the Closing Date.

Fixed Binding Price= 20%*Binding Value; and

Binding Exchange Share= 80%*Binding Value.

Where:

“Binding Value”: means the value resulting from the following formula:

Binding Value = 21,000,000.00 (twenty-one million/00) - the maximum value converted into USD of the Relevant Results (the "Maximum Compensated Value").

The Parties agree that, during the Interim Period, the Investor, together with its advisors, may and will be permitted to carry out, within a maximum period of 30 (thirty) Business Days from the Acceptance Date, due diligence (including questions and answers with relevant persons within the Group Companies) (the "Due Diligence"), provided that:

The Sellers undertake to ensure that, during the Interim Period, the Group Companies are managed in a prudent manner, by which term is meant consistent, diligent management and in line with past practice, in compliance with applicable Laws and without engaging in any acts that may give rise to a breach or misstatement of the Sellers' Representations and Warranties, except as provided in this Agreement and as expressly permitted in writing by the Investor. Without prejudice to the foregoing general provisions, the Sellers undertake to cause the Group Companies, except as permitted under this Agreement and/or any express authorization by the Authorities

and/or the Investor, including through its Internal Contact Person referred to in the following Clause 5.2.3.

During the Interim Period, the Sellers undertake to cause the Investor, directly or through trusted agents authorized by the Sellers, to be permitted to examine and verify such documentation and information relating to the Group Companies as may be reasonably useful or necessary for the purpose of evaluating the same and compliance with the actions prior to closing set forth in the preceding Clause 5.2.1. The Sellers shall cause the Group Companies to render all assistance reasonably required for the performance of the examinations, visits, verifications and assumption of information provided for above.

Without prejudice to the provisions of the preceding Clauses, the Sellers undertake to keep the Investor promptly informed, through its Internal Contact Person (the “Internal Contact Person”), which is as of now indicated in the person of Mr. Luca Zanni (expressly authorized to give his assent/authorization, on behalf of the Investor) of any event or circumstance, including those of a financial nature, concerning the Group Companies occurring between the Interim Period as well as of any fact or circumstance that may reasonably and in good faith be relevant to the best protection of Investor's interests under this Agreement in connection with the Financed Amount, the Transaction (and, in fact, the Final Transaction) contemplated herein or that may result in a breach, inaccuracy or untruthfulness of the Representations and Warranties of the Sellers set forth in Clause 9.

During the Interim Period, the Internal Contact Person will be consulted by the Sellers regarding any requests for authorizations for operations, including extraordinary operations and operations of a financial nature, that may be necessary for a more efficient and appropriate management of the Group Companies and, within 10 Business Days, will provide the appropriate authorizations.

For the purposes of the composition with creditors procedure (composizione negoziata della crisi) to which the Company is subject pursuant to the Law and, specifically, Decree-Law No. 118/2021 and Legislative Decree No. 14/2019 (the "CNC Procedure"), during the Interim Period, the Parties shall use their best efforts to cooperate in good faith in order to agree on a business plan, as well as a creditor payment plan, with terms and conditions satisfactory to both Parties, aimed at the recovery and overcoming of the aforementioned CNC Procedure (the "Recovery Plan"). For the purpose of overcoming the aforesaid CNC Procedure, on the Acceptance Date, the Sellers shall cause the Company to mandate Mr. Luca Zanni, as CRO (Chief Restructuring Officer), granting him all necessary and useful powers in order to mitigate, limit and manage the damages suffered by the Company during the CNC Procedure, the latter being able, upon agreement with the Sellers and in particular with AD in his capacity as chief executive officer of the Company, also to avail himself of work services from collaborators, advisors and professionals external to the Company (by way of example but not limited to, the management of legal work as governed by the following Paragraph and the assignment to a consultant or communications and/or marketing company the management and recovery of the media image relating to TEKNE). It is understood that the costs, expenses, and legal fees of such activities shall be borne by the Company.

As of the Acceptance Date, the Sellers undertake, and will cause the Company to undertake, that the legal work and management of all legal matters relating to the Company and the Group Companies will be assumed by their current and future advisors and professionals, together with such advisors and professionals that will be appointed by the Investor. The legal fees and expenses of such activities will be borne by the Company.

Failure to fulfil (or waive) the Conditions Precedent by the Closing Date shall automatically and permanently render this Agreement ineffective between the Parties, effective immediately, except for Clause 14.3 (Notices and Other Communications), 14.7 (Confidentiality Obligations), 14.9 (Governing Law), and 15 (Dispute Resolution), and without prejudice to each Party's liability for any breach of this Agreement prior to the final ineffectiveness of this Agreement.

Notwithstanding the provisions of Clause 6.2 , the Conditions Precedent set forth in 6.1.1(iii), 6.1.1(iv) , 6.1.1(v) , 6.1.1(vi) and 6.1.1(vii) are placed in the interest of the Investor. Therefore, in the event that they are not satisfied or waived by the Investor by the Long Stop Date, or such other deadline as may be agreed upon by the Parties, this Agreement shall automatically terminate and the Parties shall be released from their respective obligations hereunder, except for Clause 14.3 (Notices and Other Communications), 14.7 (Confidentiality Obligations),14.9 (Governing Law) and 15 (Dispute Resolution) and without prejudice to each Party's liability for any breach of this Agreement prior to the final ineffectiveness of this Agreement.

Subject to the fulfilment or waiver of all of the Conditions Precedent referred to in Clause 6, the Closing shall take place at Studio Legale Gianni & Origoni, Via delle Quattro Fontane 20, 00184, Rome, in the presence of the Notary Public, beginning at 9:00 a.m., on the 10th Business Day following the occurrence of the last of the Conditions Precedent referred to in Clauses 6.1.1(i), 6.1.1(ii) and 6.1.1(iii) (as the Conditions Precedent set forth in Clauses 6.1.1(iv), 6.1.1(v), 6.1.1(vi) and 6.1.1(vii) shall occur on the Closing Date itself, except where otherwise provided), provided that such day shall not be after the Long Stop Date, or at such other time and place as the Parties may agree in writing.

In addition to any other obligations to be performed under this Agreement or applicable provisions of Law, on the Closing Date:

The Parties mutually acknowledge and agree that all acts, fulfilments, activities, and transactions constituting Closing under this Clause 7, are interrelated and, therefore, notwithstanding their plurality and variety, are to be functionally considered as a single, inseparable act constituting a single transaction, so that, at the discretion of the Party which, as the case may be, has an interest in their performance, none of such acts, performances, activities and operations shall be deemed to be capable of producing effects, unless all other acts, performances, activities and operations constituting the Closing have also been performed in accordance with the respective provisions of this Agreement.

The Parties agree that, during the first 6 months from the Closing Date (the "Confirmatory Due Diligence Period"), the Investor, together with its advisors, may and will be authorized to conduct confirmatory due diligence based on the analysis of the Due Diligence Documentation and, if any, additional information and documents related to, including potential, Relevant Results (including questions and answers with management teams within the Group Companies) (the "Confirmatory Due Diligence"), subject to Confirmatory Due Diligence and the noted results derived from the Confirmatory Due Diligence (including, without limitation, the Relevant Results), if any:

For the purpose of the execution of the Recovery Plan, the Parties undertake to carry out all formalities required by the Law in order to allow the legitimate and effective investment, direct or indirect, including in the form of a guarantee, by the Investor in favor of the Company, only following an express approval by the competent judicial authority, of a

possible, variable and conditional maximum amount of USD 50,000,000.00 (fifty million/00) in the following manner:

It is understood between the Parties that the financial resources provided, directly or indirectly, through the Financed Amount shall be used by the Parties and the Company exclusively for (i) the Recovery Plan provided for in the negotiated settlement of the crisis; (ii) the completion and execution of the Pending Orders, subject to the written consent of the Internal Contact Person (as defined below); and (iii) the completion of any other transaction, involving the Company, which has been expressly authorized in writing by the Internal Contact Person. In this regard, the Sellers shall at all times keep the Investor and the Internal Contact Person informed of the use of the Financed Amount by providing the necessary documentation and, if required by the Investor or the Internal Contact Person, for verification of the actual use of the Financed Amount. In the event that all or any part of the Financed Amount has not been used exclusively for the transactions referred to in (i), (ii) and (iii) above, such amounts shall be deducted at the time of the determination and release of the Fixed Binding Price and Binding Exchange Share by the Escrow Agent to the Sellers pursuant to the Escrow Agreement and pursuant to Clause 4.3.3 of this Agreement.

As of the Date of Closing of this Agreement and the closing of the negotiated crisis settlement procedure to which the Company is subject, the Parties undertake that the Company will transfer, directly or indirectly, to AD the equity investments of the subsidiary Turismo Italia S.r.l., for a total book value of Euro 5,000,000.00 (five million/00), which may also be paid by offsetting and in accordance with the applicable provisions of Law. The Parties shall see to it that such transfer takes place within the terms and in the manner provided for by the applicable regulations and, where necessary, shall enter into any suitable deeds and documents to finalize the transfer of the shareholdings in any form and manner as per the agreement between the Parties.

Investor's right to receive payment of indemnification from Sellers, or to demand that such indemnification be paid in favor of the Company, for any Losses arising out of the untruthfulness, inaccuracy or incorrectness of any of Sellers' Representations and Warranties set forth on Annex 9.1 shall terminate at, and therefore Sellers shall in no event be liable to Investor in connection with, any Claim transmitted by Investor to Sellers after the following deadlines:

In the event that the Investor becomes aware of (a) any circumstance or event that may give rise to an obligation to indemnify the Sellers and/or (b) any claim, demand and/or proceeding brought by a third party in connection with which the Sellers are required to indemnify the Investor (each of the events or circumstances referred to in (a) and (b) above is hereinafter referred to as an "Indemnifiable Event"), the Parties shall comply with the following provisions:

Investor makes the following representations and warranties (the "Investor’s Representations and Warranties") to Sellers and acknowledges that such Investor Representations and Warranties are true and correct as of the date of this Agreement and the Closing Date (except for those Investor Representations and Warranties that by their nature or by express provision of this Agreement relate to a specific date).

The Investor has assumed no liability for brokerage or procuring fees or commissions or the like in connection with the transactions contemplated herein, the payment of which may be validly claimed against the Sellers.

Subject to the terms and conditions set forth in this Clause 11 , Investor shall indemnify and hold harmless Sellers and shall be obligated to pay, without duplication of any other payment due from Investor under this Agreement, to Sellers the full amount of any and all Losses

suffered or incurred by Sellers arising out of: (a) the breach of Investor's Representations and Warranties, and/or (b) the failure to properly perform its obligations under this Agreement.

SECTION III

The Parties agree that as of the Closing Date, the provisions of this Clause 12 shall apply.

The Parties agree that TEKNE's board of directors will consist of 5 (five) members of which:

It is, however, expressly understood that the Investor and, jointly, the Sellers also have the right to indicate the replacement of the directors appointed on their respective indication who, for any reason, have ceased to hold office, or to request their removal, holding the Company harmless and indemnified against any negative consequences arising from said removal. Where revocation is not possible, the Parties undertake to consider the disqualification of the body through the resignation of the members appointed by them. This is without prejudice to a different unanimous will of the Parties.

The Parties also agree that, in accordance with the following, the management of the Company will remain with the current management team and, in particular: (i) the Company's Chief Executive Officer, Dr. Ambrogio D'Arrezzo, will retain his position as chief executive officer until the Termination of Office (as defined below); (ii) he will be assigned, until the Termination of Office, certain powers to manage the Company's business; (the “First Chief Executive Officer”); (iii) the chief financial officer shall be designated by the Investor and shall be given certain powers for the full and proper performance of the designated office; and (iv) the Investor shall undertake, on behalf of the Company, to select and engage a communications and/or marketing firm for the purpose of managing TEKNE's image within 30 (thirty) Business Days from the Closing Date.

In the event that the office of the Designated Investor Chief Executive Officer ceases to hold office for any reason, the same replacement procedure provided in Clause 12.4.1 shall apply mutatis mutandis.

SECTION IV

GENERAL PROVISIONS

Any amendment to this Agreement shall not be valid and binding where it does not result from a written instrument signed by the Party against whom it is invoked.

The Parties expressly acknowledge and agree that the Sellers, by entering into this Agreement, irrevocably appoint Ambrogio D'Arrezzo as their common representative (the "Common Representative") and accordingly, if (i) the Common Representative sends a communication to Investor pursuant to this Agreement, such communication shall be deemed to have been sent on behalf of all Sellers with respect to Sellers' rights and obligations under this Agreement, except as otherwise specified in the relevant notice sent pursuant to this Agreement, (ii) the Investor sends a notice to the Common Representative pursuant to this Agreement, such notice shall be deemed to have been received on behalf of all Sellers, with respect to the rights and obligations of the Investor arising under this Agreement, except as otherwise specified in the relevant notice sent pursuant to this Agreement.

Any notice, information, notification, or request under this Agreement shall be deemed validly executed if made in writing and hand-delivered, or sent by registered letter with return receipt, telefax, or certified electronic mail (PEC), to the following addresses:

Rue Jean-Pierre Brasseur no. 1,

L-1258, Luxembourg

E-mail: [email protected]

To the kind attention of Andrew Dominique White

With copy to:

Gianni&Origoni

Via delle Quattro Fontane 20 – Rome, Italy

To the kind attention of Adv. Raimondo Premonte and Adv. Vito Quaglietta

E-mail: [email protected]; [email protected]

Gualdi Square No. 19

42016 - Guastalla (RE), Italy

PEC: [email protected]

E-mail: [email protected]

Contrada Piane No. 8, Italy

66023 - Francavilla Al Mare (CH)

E-mail: [email protected]

Isonzo Street No. 2, Italy

42042 - Fabbrico (RE),

E-mail: [email protected]

All notices, disclosures, notifications, or requests so made shall be deemed to have been received by the addressee: (a) if delivered in person, on the date of such delivery, which shall be evidenced by a signature for receipt; and (b) if sent by mail or transmitted by telefax or PEC, on the date resulting from the acknowledgement of receipt of the registered letter of notice, or from the acknowledgement of receipt of the telefax or PEC.

The Parties shall promptly notify each other of any changes in the addresses (physical or e-mail), or telefax numbers referred to above, in the forms provided in this Clause 14.2.

It is understood that, at the above-mentioned addresses or at such other addresses as may be communicated in the future in compliance with the foregoing, the Parties shall elect their domicile for the purposes of this Agreement, as well as for the purposes of any notifications relating to legal proceedings.

Any forbearance by either Party of conduct of the other put in place in violation of the provisions contained in this Agreement shall not constitute a waiver of the rights arising from the violated provisions nor of the right to demand the exact fulfilment of all terms and conditions therein.

In the event that one or more clauses of this Agreement are declared null and void or, in any case, invalid or ineffective, this Agreement shall be understood to be automatically supplemented with valid and effective covenants having the content closest to that of the clauses declared null, invalid and/or ineffective, and the Parties undertake to do what is necessary to formalize, with promptness, such covenants. In any case, the nullity, invalidity and/or ineffectiveness of one or more of the clauses will not result in the nullity, invalidity and/or ineffectiveness of the other provisions set forth in this Agreement, except as provided in section 1419, first paragraph, of the Civil Code.

This Agreement constitutes the integral manifestation of all understandings made between the Parties regarding its subject matter and supersedes and cancels any other previous agreement, including the provisions contained in the Letter of Intent.

Except for announcements or statements that the Parties are required to make as a result of provisions of law or in accordance with provisions or regulations binding on them, of which, however, each Party undertakes to inform the other in advance within the limits of and consistent with applicable provisions of law or regulations, the Parties undertake to agree in advance on any announcement or statement in any way concerning the conclusion of this Agreement and the execution of the transactions contemplated by it.

This Agreement and the Annexes thereto are governed by and shall be construed in accordance with the laws of Italy.

Any dispute arising between the Parties in connection with this Agreement (including those concerning its validity, effectiveness, interpretation, execution and termination) shall be submitted to the exclusive jurisdiction of the Court of Rome.

* * * * *

Should the foregoing reflect the understandings reached between us, please kindly return to us this Agreement, together with its attachments, marked on each page and signed on the last as a sign of full and unconditional acceptance no later than 7 (seven) Business Days from the date of receipt of the following proposal, it being understood that should such proposal not be accepted within the aforesaid period, the latter shall be deemed null and void.

Sincerely,

TCEI S.à.r.l.

Name: Andrew Dominique White

Title: Authorized Person

Annexes

Annex 1.20 - Escrow Agreement Form

ESCROW AGREEMENT

This escrow agreement (the “Escrow Agreement”) is entered into at [●], on [●] 2025 between:

and

and

and

- on the one side

and

- on the other side

(the Sellers and the Investor are collectively referred to as the “Principals” and the Principals together with the Escrow Agent are collectively referred to as the “Parties” or, each of them individually, a “Party”).

WHEREAS

NOW, THEREFORE, the Parties agree and stipulate the following.

The Escrow Agent shall provide for the payment to the Sellers of the Binding Fixed Price and the Binding Exchange Share as calculated and governed pursuant to Clause 4 of the Agreement.

Upon receipt of written joint instructions from the Principals, the Escrow Agent shall, no later than the 5th (fifth) Business Day following receipt thereof, pay the amount for the purpose of such instructions (up to the amount of the Escrow Amount and Shares, as the case may be, not yet collected at that time) as specified therein.

The Escrow Agent shall arrange for the payment to the Investor of the amount due to the Investor under the Agreement in respect of:

or

or

The Escrow Agent shall pay to the Investor the full amount due to the Investor by the 5th (fifth) Business Day following the date of receipt of a notice from the Investor containing specific instructions to that effect.

This Escrow Agreement shall come into effect on the date of its signature and shall remain in force until the amounts described above are paid in full to the Principals in accordance with the provisions of this Escrow Agreement. Upon full payment of the Escrow Amount and Shares, this Escrow Agreement shall terminate permanently, and the Escrow Agent shall close the Escrow Account upon the joint instructions to that effect of the Principals.

The Investor and the Sellers may, acting jointly, terminate this Escrow Agreement by sending a written notice of termination to the Escrow Agent, giving 15 (fifteen) Business Days’ notice. Following the sending of the notice of termination in accordance with this Section the Escrow Agent shall, upon instructions jointly given by the Principals, promptly transfer the Escrow Amount and Shares (or the amount and residual shares, if any) to the person(s) whom the Principals shall, acting jointly, designate, whereupon the Escrow Account shall be closed, upon joint instruction of the Principals.

Any notice, provision or request permitted by this Escrow Agreement shall be made to the certified e-mail address if sent to Escrow Agent, to be anticipated, if necessary, by e-mail, and shall in any event only be deemed to have been made on the date of receipt, provided that it is sent to the following addresses and in the following manner:

[●]

[●]

[●]

or to such other address and/or e-mail address as either Party may subsequently provide to the other as provided in this Section. Any notice under this Escrow Agreement, if addressed only to one of the Principal, shall in any case also be sent in copy to the other Principal.

Any amendment to this Escrow Agreement shall not be valid and binding unless it results from a written agreement signed by the Parties.

Any waiver by a Party of a breach or default of any provision of this Escrow Agreement shall be in writing and shall not be construed as, or constitute, a continuing waiver of the right to demand performance of such provision, or a waiver of the right to demand performance of any other breached provision of this Escrow Agreement.

This Escrow Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the Republic of Italy. In the event of any dispute, the exclusive place of jurisdiction shall be Rome.

The Parties have executed or caused to be executed this Escrow Agreement by their duly authorised representatives at the place and on the day indicated above.

Allegato 5.1(i) – Checklist Due Diligence

Lista della documentazione di Due Diligence Legale della società TEKNE S.p.A.

La presente checklist per l’attività di due diligence legale (la “Checklist”) contiene un elenco preliminare dei documenti e delle informazioni da fornire in relazione all’attività di due diligence legale sulla società Tekne S.p.A., con sede legale in Poggiofiorito (CH), Contrada San Matteo n. 42, iscritta al Registro delle Imprese di Chieti Pescara, codice fiscale e partita IVA 01992140697 (di seguito la “Società” o “Tekne”).

La presente Checklist potrà essere modificata e/o integrata in funzione dell’analisi svolta sulla documentazione fornita.

Qualora uno o più informazioni o documenti richiesti nella presente Checklist siano non applicabili ovvero non disponibili, si prega di indicarlo nella colonna “Commenti” come segue “NA” o “ND”.

Si prega di identificare tutti gli elenchi e le copie dei documenti prodotti in risposta alla Checklist in cartelle separate con riferimento alla Società e utilizzando la numerazione indicata nella seguente tabella nonché di indicare in relazione a ciascun elenco e documento nella colonna “Status” se fornito “provided” ovvero, nel caso debba essere ancora fornito, “to be provided”. Qualora un documento fornito si riferisca a più di una sezione, si prega utilizzare i numeri identificativi di tutte le sezioni di riferimento.

Annex 7.2(a)(iii)

Letters of Company’s directors’ Resignation

To

TEKNE S.p.A.,

Contrada San Matteo No. 42,

66030 - Poggiofiorito (CH),

Pec: [email protected]

To the kind attention of the administrative body

- via certified electronic mail (PEC) and via e-mail-

[Place], [date]

Re: letter of resignation from office

Dear Sirs,

this is to inform you that I intend to resign from the office of [director/chairman of the board of directors] of the company TEKNE S.p.A. (the “Company”), a company incorporated under the laws of Italy, with registered office at Contrada San Matteo no. 42, Poggiofiorito (CH), 66030, registration number with the Companies’ Register of Chieti-Pescara, Italian tax code and VAT number 01992140697, effective as of today’s date.

[With the exception of the accrued remuneration equal to Euro [●] but not paid to date, already separately communicated to the Company,] I hereby irrevocably and unconditionally declare that I have no claims on the Company for any reason or cause whatsoever, including by way of notice, and for any reason or cause whatsoever, dependent on or connected to the office held (including, by way of example, in relation to fees, bonuses, remuneration, expenses, compensation for loss of office or otherwise arising from my resignation or from the exercise of any office held by me, including for any managerial, clerical or consultancy appointments) up to the date hereof. To the extent that any such claim exists or may come into existence, I irrevocably and unconditionally waive the same and release the Company from any and all liability in this regard.

In faith,

[●]

Annex 7.2(a)(iv)

Letters of Company’s auditors’ resignation

To

TEKNE S.p.A.,

Contrada San Matteo No. 42,

66030 - Poggiofiorito (CH),

Pec: [email protected]

To the kind attention of the administrative body

- via certified electronic mail (PEC) and via e-mail-

[Place], [date]

Re: letter of resignation from office

Dear Sirs,

this is to inform you that I intend to resign from the office of [statutory auditor/Chairman of the Board of Statutory Auditors] of the company TEKNE S.p.A. (the “Company”), a company incorporated under the laws of Italy, with registered office at Contrada San Matteo no. 42, Poggiofiorito (CH), 66030, registration number with the Companies’ Register of Chieti-Pescara, tax code and VAT number 01992140697, effective as of today’s date.

[With the exception of the accrued remuneration equal to Euro [●] but not paid to date, already separately communicated to the Company,] I hereby irrevocably and unconditionally declare that I have no claims whatsoever against the Company for any reason or cause whatsoever, arising out of or in connection with the office held (including, without limitation, in relation to fees, bonuses, compensation, expenses, compensation for loss of office or otherwise arising out of my resignation or the exercise of any office held by me, including for any managerial, clerical or consultancy positions) up to the date hereof. To the extent that any such claim exists or may come into existence, I irrevocably and unconditionally waive the same and release the Company from any and all liability in this regard.

In faith,

[●]

Allegato 7.2(a)(v) – Nuovo Statuto

Capo I

Denominazione – Sede – Durata – Oggetto Sociale

Articolo 1

Definizioni