Tailwind Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: NUBURU, Inc.

ENTERPRISE VALUE: $350 million

ANTICIPATED SYMBOL: BURU

Tailwind International Acquisition Corp. proposes to combine with NUBURU, Inc.

NUBURU is a Centennial, CO based developer and manufacturer of industrial blue lasers that leverage fundamental physics and their high-brightness, high-power design to produce the fastest, highest quality laser materials processing, including laser welding and additive manufacturing of copper, gold, aluminum and other industrially important metals.

SUBSEQUENT EVENT 8/29/22 – LINK

• NUBURU, Inc. announced today the successful issuance of over $5 million of convertible promissory notes as well as the completion of several significant milestones related to NUBURU’s recently announced business combination with Tailwind Acquisition Corp. 
• The Company Notes will convert into shares of NUBURU common stock immediately prior to, and subject to the occurrence of, the closing of the business combination, which common stock will convert into common stock of the combined company at the closing of the business combination.
• As holders of common stock of the combined company, the former holders of Company Notes would also be eligible to receive shares of Series A preferred stock of the combined company on the same terms as the TWND public stockholders.
• The conversion price is subject to an initial valuation cap of $350 million for Nuburu as a private company.

TRANSACTION

• The business combination values NUBURU at a pre-money enterprise value of approximately $350 million, at a price of $10.00 per common share.
• The board of directors of TWND and NUBURU have each unanimously approved the proposed transaction, which is expected to be completed in early 2023.
• A funding agreement with Lincoln Park Capital for up to an aggregate of $100 million subject to the closing of the transaction and other conditions set forth in the purchase agreement entered into between TWND, NUBURU and Lincoln Park Capital.

SHARE PURCHASE AGREEMENT

• Following consummation of the Merger, the Post-Combination Company has the right, but not the obligation, to direct Lincoln Park to purchase certain amounts of New SPAC Common Stock up to an aggregate of $100 million over the term of the agreement as follows:
  • By delivering a notice (the “Regular Purchase Notice”) to purchase up to three hundred fifty thousand dollars ($350,000) of New SPAC Common Stock (the “Regular Purchase Share Limit”), at the lower of
    • (a) the lowest trading price of the New SPAC Common Stock on the Principal Market on the date of purchase and
    • (b) the arithmetic average of the three (3) lowest closing sales prices of the New SPAC Common Stock on the Principal Market during the 10 business days ending on the business day immediately preceding the date of purchase; provided, however, that
      • (i) the Regular Purchase Share Limit shall be increased to up to five hundred thousand ($500,000) of New SPAC Common Stock if the closing price of the New SPAC Common Stock on the Principal Market is not below $5.00 on the date of purchase,
      • (ii) the Regular Purchase Share Limit shall be increased to up to seven hundred fifty thousand dollars ($750,000) of New SPAC Common Stock if the closing price of the New SPAC Common Stock on the Principal Market is not below $10.00 on the date of purchase, and
      • (iii) the Regular Purchase Share Limit shall be increased to up to one million dollars ($1,000,000) of New SPAC Common Stock if the closing price of the New SPAC Common Stock on the Principal Market is not below $12.50 on the date of purchase.
  • The Post-Combination Company may direct Lincoln Park to make such purchases as often as every business day so long as
    • (x) the closing price of the New SPAC Common Stock is not less than $1.00, and
    • (y) the Post-Combination Company has not failed to deliver freely tradeable shares of New SPAC Common Stock for all other purchases under the Purchase Agreement. Any such purchase made as described in this paragraph shall be referred to as a “Regular Purchase.”
• The company can also direct Lincoln Park to purchase additional shares of New SPAC Common Stock (an “Accelerated Purchase”) in an amount equal to the Accelerated Purchase Share Amount at a price equal to ninety-five percent (95%) of the lower of (i) the volume weighted average price (“VWAP”) for the period beginning at 9:30:01 a.m. and ending at the earlier of
  • (A) 4:00 p.m., Eastern time, on such date,
  • (B) such time, from and after the time requested for such purchase, that the total number (or volume) of shares of New SPAC Common Stock traded on the Principal Market has exceeded that number of shares of New SPAC Common Stock equal to the applicable Accelerated Purchase Share Amount (as hereinafter defined), divided by 20%, and
  • (C) such time that the sale price on the Principal Market on such date has fallen below any minimum per share price threshold set forth in the applicable notice from the Post-Combination Company, and the closing sale price of the New SPAC Common Stock on such date of purchase.
• The “Accelerated Purchase Share Amount” means the number of shares of New SPAC Common Stock not exceeding the lesser of
  • (a) 300% of the number of shares of New SPAC Common Stock directed by the Post-Combination Company to be purchased by Lincoln Park pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase, and
  • (b) an amount equal to
    • (x) 20% multiplied by
    • (y) the total number of shares of New SPAC Common Stock traded on the Principal Market during the period on the applicable purchase date beginning at the time on the date of such purchase that trading of such shares commences and ending at the time at which the sale price for such shares of New SPAC Common Stock has fallen below any minimum share price threshold set forth in the purchase notice provided by the Post-Combination Company.
• The company can also direct Lincoln Park to purchase Additional Accelerated Purchase Shares at the same terms as the “Accelerated Purchase”.
• Lincoln Park shall not be required to purchase or acquire any shares of New SPAC Common Stock under the Purchase Agreement which would, when aggregated with all other shares of New SPAC Common Stock beneficially owned by Lincoln Park and its affiliates, result in the beneficial ownership by Lincoln Park and its affiliates of more than 9.99% of the then issued and outstanding shares of New SPAC Common Stock.
• In consideration for entering into the Purchase Agreement, the Post-Combination Company is required to issue to Lincoln Park, on the date of the Closing, 200,000 shares of New SPAC Common Stock at $10.00 per share, and on the date that is 30 days after the Closing, a number of shares equal to Two Million Dollars ($2,000,000) divided by the lesser of
  • (x) $10.00 per share or
  • (y) the average closing price of the New SPAC Common Stock for the ten (10) consecutive business days prior to the date that is 30 days after the closing of the Merger, provided that if such average closing price is below $5.00 per share, then the average closing price shall be deemed to be $5.00 per share.

PREFERRED SHARE BONUS STRUCTURE

• The deemed Original Issuance Price will be $10.00 per share of New SPAC Series A Preferred Stock
  • The conversion price (the “Conversion Price”) per share of New SPAC Series A Preferred Stock will be the lesser of
  • (i) $11.50 and (ii) the greater of (x) 115% of the Conversion Price VWAP and (y) $5.00.
• The Post-Combination Company may mandatorily convert the New SPAC Series A Preferred Stock to New SPAC Common Stock at the Conversion Price if the VWAP per share of New SPAC Common Stock is greater than 200% of the Conversion Price for any 20 trading days within any 30-trading day period.

SPONSOR SUPPORT AGREEMENT

• Tailwind, has entered into the Sponsor Support and Forfeiture Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things,
  • (A) to vote all of its SPAC Common Stock or any other voting securities of Tailwind which it holds, owns, or is entitled to vote, in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination, including the Merger,
  • (B) not to redeem any of the SPAC Common Stock, and
  • (C) to forfeit the shares of New SPAC Common Stock held by the Sponsor other than the Retained Sponsor Shares.
    • “Retained Sponsor Shares” means an amount of SPAC Class B Common Stock equal to
      • (i) (x) 2,000,000 shares in the aggregate, if the Post-Redemption Trust Amount is greater than $40,000,000 in the aggregate or (y) 1,500,000 shares in the aggregate, if the Post-Redemption Trust Amount is equal to or less than $40,000,000 in the aggregate, in either case, minus
      • (ii) the Expense Excess Shares, if any.
    • “Expense Excess Shares” means an amount of SPAC Class B Common Stock equal to the product of
      • (i) two (2.0), multiplied by
      • (ii) the quotient obtained by dividing (x) the excess, if any, of (A) the SPAC Forfeiture Expenses over (B) $5,500,000, by (y) ten dollars ($10).
    • “SPAC Forfeiture Expenses” means all fees, expenses and disbursements incurred by or on behalf of Tailwind or Merger Sub in connection with the Business Combination or otherwise in connection with Tailwind’s operations, including in connection with any prior transactions pursued by Tailwind and all obligations (including principal and accrued but unpaid interest) for the payment of borrowed money, other than
      • (i) expenses incurred by Tailwind and owed to Loop Capital Markets LLC and Tigress Financial Partners in their capacities as capital markets advisors in connection with the Business Combination
      • (ii) expenses incurred in obtaining the SPAC D&O Tail Policy and any directors and officers insurance premium with respect to the renewal of Tailwind’s D&O Policy
      • (iii) any reasonable and documented out-of-pocket fees and expenses incurred in connection with any third-party litigation threatened or commenced in connection with the Business Combination prior to the Closing and
      • (iv) any other fees or expenses borne by Nuburu pursuant to Section 10.11 of the Business Combination Agreement.
• In connection with the consummation of the Transactions, the Sponsor agrees that, upon and subject to the occurrence of the Closing, the Sponsor shall automatically cancel all of the SPAC Warrants that are held by the Sponsor (the “Sponsor Warrants”).
• The Sponsor is also waiving its right to receive the Preferred Stock Issuance, other than with respect to 1,000,000 shares of New SPAC Series A Preferred Stock.

LOCK-UP

• Company
  • 180 days from the Closing Date or if the share price exceeds $12.00/Share within 150 days after the Closing Date
• Sponsor
  • 25% of the shares will be released 180 days after the Closing Date
  • 25% of the shares will be released if the share equals or exceeds $12.50 for any 20/30 trading days
  • 25% of the shares will be released if the share equals or exceeds $15.00 for any 20/30 trading days
  • 25% of the shares will be released if the share equals or exceeds $17.50 for any 20/30 trading days
• If the price thresholds are not hit, the remaining shares will be released four years after the Closing Date

NOTABLE CONDITIONS TO CLOSING

• Tailwind shall have at least $5,000,001 of net tangible assets

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement allows the parties to terminate the agreement upon the occurrence of certain conditions, including if the Effective Time has not occurred by March 9, 2023 (the “Outside Date”)
• By Tailwind within 30 days, based on its due diligence review of Nuburu
• By Tailwind or Nuburu for a period of 10 business days, such period commencing on the date that is 45 days following a Lincoln Park Diligence Termination
• In the event that the Business Combination Agreement is terminated by Nuburu pursuant to an authorization of Nuburu’s board of directors to enter into a definitive agreement with respect to an unsolicited superior Company Acquisition Proposal, Nuburu must pay Tailwind a termination fee of $15 million within two Business Days of such termination.

ADVISORS

• Loop Capital Markets LLC is serving as capital markets advisors to NUBURU and TWND.
• Tigress Financial Partners LLC are serving as capital markets advisors to NUBURU and TWND.
• Morrison Foerster is serving as legal counsel to both capital markets advisors.
• Willkie Farr & Gallagher LLP is serving as legal advisor to TWND.
• Wilson Sonsini Goodrich & Rosati, PC is serving as legal advisor to NUBURU.
• Blueshirt Capital Advisors is serving as investor relations advisor to NUBURU.
• Withum Smith+Brown, PC is serving as the independent auditor for NUBURU.

The below-announced combination was terminated on 8/17/21.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: QOMPLX [Terminated 8/17/21]

ENTERPRISE VALUE: $1.173 billion

ANTICIPATED SYMBOL: QPLX

Tailwind International Acquisition Corp. proposes to combine with QOMPLX, a cloud-native leader in risk analytics.

QOMPLX helps organizations make intelligent business decisions and better manage risk through its advanced, proprietary risk cloud. Its cloud-native platform rapidly ingests, transforms, and contextualizes large, complex, and disparate data sources in order to help organizations better quantify, model, and predict risk in areas including cybersecurity, insurance, and finance. QOMPLX’s rapid growth has been fueled by its emergence as the global leader in Active Directory and identity security challenges currently plaguing enterprises and government agencies. Its core analytics platform combines inside-out with outside-in views on cyber risk posture alongside powerful streaming analytic detections and continuous monitoring across diverse data sources.

QOMPLX’s pro forma 2021 revenue is expected to be $141M. In 2020, the pro forma company’s go forward revenue base was $96M(E), and the core company had a 139% net revenue retention rate. QOMPLX’s rapid organic growth rate was 700%+ from FY19 to FY20. The combined business has more than 95 enterprise and government customers.

As part of the business combination, QOMPLX has also entered into definitive agreements to acquire two companies in the cybersecurity and insurance analytics industries to further extend QOMPLX’s leadership positioning as a global leader in risk:

• Sentar: Sentar is one of the fastest-growing cyber intelligence, analytics and operations solutions providers focused on the National Security sector. The acquisition of Sentar’s decades-long technical and national security sector experience gives QOMPLX greater leverage with cybersecurity and broader analytics offerings, including its premier Active Directory security and authentication attack detection and advanced security data fusion use cases. Sentar and QOMPLX have already begun to partner around industrial control systems security and continuous monitoring using shared expertise and QOMPLX software. The combined company will provide much needed technology and domain expert support to the challenging identity and authentication security gaps in the government as illustrated by Sunburst and SolarWinds.

• Tyche: Tyche’s core modeling platform focuses on the complex challenges facing insurers: pricing risks, modeling and reserving capital, and improving efficiency. It offers actuarial software that reduces time and costs framework for insurers and reinsurers to produce critical actionable data for critical commercial and regulatory decision-making. The modeling platform powers Tyche’s core flagship software offerings, which are Tyche Capital Model, Tyche Model Generator, and Tyche Pricing System. Tyche bolsters QOMPLX’s insurance analytics offerings and the combined business will offer more comprehensive insurance underwriting, pricing, risk modeling, capital modeling, and reserving functionality.

TRANSACTION

• The transaction values QOMPLX at an estimated post-transaction equity value of $1.4 billion at $10.00 per share.
• It is anticipated that the combined company will receive approximately $280 million of gross proceeds from a fully committed common stock PIPE offering of $180 million, along with approximately $334 million cash held in trust, given approximately $200 million in cash acquisition costs, and assuming minimal redemptions by Tailwind’s existing public stockholders.
• The PIPE included participation from Cannae Holdings, Fidelity Management & Research Company LLC, Hedosophia and RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe.

PIPE

• An aggregate of 16,000,000 shares of New QOMPLX Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160,000,000 (the “PIPE Financing”)
  • Tailwind agreed to issue an additional 835,539 shares of New QOMPLX Common Stock to Cannae in exchange for its agreement to act as the lead investor in the PIPE Financing with a $50,000,000 commitment.
• Pursuant to the Bridge Financing Agreement, QOMPLX has agreed to issue convertible notes (the “Notes”) to the investors party thereto in an aggregate principal amount of $20,000,000 and Tailwind has agreed to assume the Notes and satisfy and discharge the principal amount and accrued and unpaid interest under each Note as of such time by way of issuance of one share of New QOMPLX Common Stock for every $10.00 of principal amount and accrued and unpaid interest payable on a Note as of such time.
• The PIPE included participation from Cannae Holdings, Fidelity Management & Research Company LLC, Hedosophia and RenaissanceRe Ventures Ltd., a subsidiary of RenaissanceRe.

SPONSOR LETTER AGREEMENT

Tailwind, (ii) Tailwind Sponsor, (iii) QOMPLX and (iv) each of Philip Krim, Chris Hollod, Matthew Eby, Alan Sheriff, Wisdom Lu, Neha Parikh and Will Quist, each of whom is a member of Tailwind’s board of directors and/or management (collectively, the “Insiders”), agreed to:

• (i) vote in favor of each of the transaction proposals to be voted upon at the meeting of Tailwind stockholders, including approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger);
• (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Tailwind or any other anti-dilution or similar protection with respect to the shares of Class B common stock, par value $0.0001 per share, of Tailwind (the “Tailwind Class B Shares”) (whether resulting from the transactions contemplated by the PIPE Subscription Agreements (as defined below) or otherwise); and
• (iii) transfer, surrender and forfeit to Tailwind 835,539 Tailwind Class B Shares for no consideration

NOTABLE CONDITIONS TO CLOSING

• The aggregate cash proceeds from Tailwind’s trust account, together with the proceeds from the PIPE Financing and the Bridge Financing, being no less than $200,000,000 (after deducting any amounts paid to Tailwind stockholders that exercise their redemption rights in connection with the Business Combination and the aggregate cash purchase price payable by QOMPLX upon the closing of the Pipeline Acquisitions).
• the consummation by QOMPLX of each of the Pipeline Acquisitions immediately prior to, or substantially concurrently with, the closing of the Business Combination for an aggregate closing cash purchase price of no more than $200,000,000

NOTABLE CONDITIONS TO TERMINATION

• By either Tailwind or QOMPLX if the Business Combination is not consummated by 11:59 P.M. (pacific time) on August 31, 2021
• If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of Willful Breach or Fraud

ADVISORS

• Jefferies is serving as exclusive financial advisor, sole placement agent on the PIPE, and lead capital markets advisor to Tailwind.
• Piper Sandler is also serving as capital markets advisor to Tailwind.
• Barclays is serving as exclusive financial advisor and capital markets advisor to QOMPLX. Mizuho and William Blair are also serving as capital markets advisors to QOMPLX.
• Kirkland & Ellis LLP is acting as legal counsel to Tailwind Acquisition Corp.
• King & Spalding LLP is acting as legal counsel to QOMPLX.

MANAGEMENT & BOARD

Executive Officers

Chris Hollod, 37
Chief Executive Officer & Director

Chris Hollod is the Founder and Managing Partner of Hollod Holdings, a private venture capital and advisory firm based in Los Angeles that invests in innovative consumer brands at the convergence of culture and wellness. Over the course of his career, Mr. Hollod has completed more than 150 deals across five different investment entities, including investments in Airbnb, Uber, Spotify, Houzz, Duolingo, Airtable, Warby Parker, Oscar, Flexport, Sweetgreen, Memphis Meats and Thrive Market. From 2010 to 2018, Mr. Hollod was the Managing Partner of A-Grade Investments alongside Ashton Kutcher, Ron Burkle and Guy Oseary. Mr. Hollod was also the Co-Founder and Managing Partner of Inevitable Ventures with Ron Burkle and D.A. Wallach from 2015 to 2018. From 2009 to 2017, Mr. Hollod was the Venture Partner at Ron Burkle’s private investment firm, The Yucaipa Companies, where he oversaw Mr. Burkle’s venture capital investments. Prior to joining The Yucaipa Companies, Mr. Hollod spent four years as an investment banker at Wachovia Securities, where he executed a variety of debt and equity transactions. Mr. Hollod graduated summa cum laude and Phi Beta Kappa from Vanderbilt University with a B.A. in Economics, Finance and Philosophy.

---

Matt Eby, 48
Chief Financial Officer and Director

Mr. Eby has served as Co-Founder and Managing Partner of Tengram Capital Partners, a consumer private equity firm formed to invest in the consumer and retail sectors, since 2010. At Tengram Capital Partners, Mr. Eby is responsible for originating, underwriting and monitoring of investments and co-manages the daily activities of the firm. Mr. Eby currently serves as the Chairman of the board of directors of El Cap Holdings and Lime Crime, and as a director of Algenist, Centric Brands, Revive, and Cos Bar. In the past he has served as Chairman of Tengram former portfolio companies NEST Fragrances and DevaCurl. Prior to founding Tengram, Mr. Eby was the Chief Investment Officer of JAWS Estates Capital, the private investment office of Barry Sternlicht and the Sternlicht family, where he was responsible for investment and asset allocation decisions and recommendations across a broad spectrum of asset classes and investment strategies. While at JAWS Estates Capital, Mr. Eby led numerous transactions including investments in Palantir Technologies, Field & Stream, Ellen Tracy, Joe’s Jeans, Caribbean Joe, and Carlos Falchi. In 2009, in his capacity as Chief Investment Officer of Jaws Estates Capital and on behalf of Starwood Capital Group, he led the initial public offering of Starwood Property Trust (NYSE: STWD), a mortgage REIT focused on commercial real estate properties. Prior to JAWS, he was an Associate at Morgan Stanley. Mr. Eby received a B.S. from the United States Naval Academy and an M.B.A. from Harvard Business School.

---

 

Board of Directors

Philip Krim, 36
Chairman 

Philip Krim, has served as Casper Sleep Inc.’s (NYSE:CSPR) Chief Executive Officer and as a member of its board of directors since October 2013. Since founding the Company in 2013, Mr. Krim has led Casper (NYSE:CSPR) through tremendous growth, growing revenue from $15 million in 2014 to over $440 million in 2019 (approximately 100% CAGR), and successfully took the company public in February 2020. Mr. Krim brought an innovative data-driven approach to marketing at Casper which enabled exponential growth and a competitive advantage. He is responsible for leading Casper’s expansion into adjacent sleep related product areas and increasing the retail store footprint to over 50+ stores across the US. Prior to that, Mr. Krim was the Chief Executive Officer of Vocalize Mobile, a mobile search advertising platform for small businesses, from January 2010 until July 2013, and the Chief Executive Officer of The Merrick Group from January 2003 until December 2009. Since 2016, Mr. Krim has also served on the Emerging Leadership Council of the 92nd Street Y. He also serves as a director of the Travis Manion Foundation, and he is on the Leadership Council of the Robin Hood Foundation. He received a B.B.A. in Marketing from Red McCombs School of Business at the University of Texas at Austin.

---

Alan Sheriff, 60
Director

Mr. Sheriff co-founded Solebury Capital in 2005 and served as its Co-Chief Executive Officer from 2005 to 2020. Mr. Sheriff has also served as Vice Chairman of Corporate and Institutional Banking, PNC Financial Services Group since 2020. Under his guidance and leadership, Solebury Capital has become a premier independent equity capital advisory firm, known for bringing deep product expertise, market knowledge and unbiased advice to its clients. At Solebury Capital, Mr. Sheriff has personally worked on hundreds of IPOs, follow-ons, block trades and provided general capital markets counsel to financial sponsors such as Bain Capital, Ares Management, Apollo, American Securities, TH Lee, Freeman Spogli, TSG Consumer and many others. Mr. Sheriff has also worked directly with companies such as Nielson, Dunkin Brands, Canada Goose, BRP (Bombardier Recreational Products), Aramark, Black Knight Financial, Patheon, Planet Fitness and Casper Sleep. Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001 to 2005. Mr. Sheriff began his career at Salomon Brothers where he worked from 1983-1992. Mr. Sheriff graduated from the University of Rochester in 1981 with a B.A. in Political Science, Magna Cum Laude, Phi Beta Kappa. He also received an MPA from Columbia University’s School of International and Public Affairs. He is a member of The Council on Foreign Relations since 1999, the NationSwell Council since 2016 and the Travis Manion Foundation since 2018. Mr. Sheriff also sits on the board of PsychHub since 2019.

---

Wisdom Lu, 54
Director 

Wisdom Lu is a Founding Partner of Stibel & Co. and Bryant Stibel, specializing in growth equity investments across technology, media, data, sports and wellness. From 2012 to 2015, Ms. Lu was Senior Vice President and Chief Financial Officer of Dun & Bradstreet Credibility Corp., which was merged into Dun & Bradstreet in 2015. At Dun & Bradstreet, she served as Chief Financial Officer of Dun & Bradstreet Emerging Businesses from 2015 to 2017. From 2008 to 2012, Ms. Lu served as the Chief Financial Officer at Liberman Broadcasting and oversaw Finance, Information Technology, Human Resources, as well as Legal and Investor Relations. From 1996 to 2008, Ms. Lu served as Chief Investment Officer and Treasurer at Health Net, Inc. where she oversaw a $3B investment portfolio. Before Health Net, Inc., Ms. Lu served as Treasury Officer, Fixed Income Sales & Trading with National Westminster Bank. Ms. Lu graduated from Rensselaer Polytechnic Institute with a B.S. in Engineering and a minor in Economics. She also received an MBA from New York University. Ms. Lu is a Chartered Financial Analyst (CFA) and holds a Professional Engineering license in the state of New York.

---

Neha Parikh, 41 [Resigned 8/25/21]
Director

Since April 2019, Neha Parikh also serves on the board of directors of Carvana (NYSE: CVNA), a leading e-commerce platform changing the way people buy cars. Most recently, Ms. Parikh was the President of Hotwire, an innovator in discount travel and part of Expedia Group (NASDAQ: EXPE), from August 2017 to November 2019. As the President of Hotwire, Ms. Parikh led a successful turnaround by revamping the business model, negotiating innovative supply partnerships and rebuilding the team and culture. From August 2017 to November 2019, she was a member of the Executive Leadership Team at Expedia Group, where she was their youngest and first female President. Prior to Hotwire, Ms. Parikh spent nine years at Hotels.com, also part of Expedia Group, starting in Product development in April 2008 and moving through progressively senior roles until her last role as the Senior Vice President of Global Brands and Retail from June 2015 to August 2017. In this role, Ms. Parikh had ownership of the global P&L for Hotels.com and directly led marketing, financial planning and operations, merchandising, business development, partner marketing and growth strategy. Before joining Expedia Group in 2008, she worked as a strategy consultant with The Cambridge Group from and held roles with Siemens Healthcare and PricewaterhouseCoopers. Ms. Parikh graduated from The University of Texas at Austin with a Bachelor of Business degree and received an MBA from the Kellogg School of Management at Northwestern University.

---

Boris Revsin, — [Appointed 9/2/21]
Director 

Mr. Revsin is currently serving as the Managing Director and Head of Private Capital at Republic and a member of the board of directors of Tailwind Two Acquisition Corp. The Private Capital team at Republic manages over $300M in net assets, primarily focusing on frontier and financial technology. At Republic, Mr. Revsin is responsible for sourcing, managing the analyst team that underwrites investments, and serving as an advisor or board member to portfolio companies. At Republic, Mr. Revsin led investments into Robinhood, EquipmentShare, Long Term Stock Exchange, Relativity Space and many others. In the past, Mr. Revsin was the co-founder of VentureApp, now known as HqO, a leading property technology company backed with over $40M in venture capital. Prior to VentureApp, Mr. Revsin served as the co-founder of Breaktime Media, an advertising technology company, which he sold to Connelly Partners in 2015. Breaktime Media raised over $15M in venture capital from leading firms like Highland Capital and Charles River Ventures. Prior to Breaktime Media, Mr. Revsin worked as the lead engineer and project manager for eNilsson, the development and design agency attached to the 2008 Mitt Romney For President campaign. Mr. Revsin studied computer science at University of Massachusetts, Amherst.

---