Total Consideration: USD $2,000,000:
$500,000 in cash at Closing;
$1,500,000 via a convertible note payable in shares or cash.
Floor Valuation: $1,500,000 (subject only to material adverse due-diligence findings).
Due Diligence: Completion of confirmatory due diligence prior to Closing. The $1.5 million floor valuation is subject solely to material adverse findings identified during this pre-closing review.
Earn-Out: Up to $1,000,000 over five years, tied to revenue, margins, and performance KPIs.
Capital Infusion: $1,000,000 committed to Lyocon’s 2026–2030 Business Plan.
Governance: Three-member board (two appointed by NUBURU, one by the sellers).
Target Closing: On or before December 31, 2025.