LIMITED POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints Brian Knaley and Kevin
Lowrey, and each of them acting individually, as the undersigned's true and
lawful attorney-in-fact and agent to:

      1.    complete and execute Forms 144, 3, 4 and 5 and other forms and all
            amendments thereto as such attorneys-in-fact shall in their
            discretion determine to be required or advisable pursuant to Rule
            144 promulgated under the Securities Act of 1933, as amended,
            Section 16 of the Securities Exchange Act of 1934, as amended, and
            the rules and regulations promulgated thereunder, or any successor
            laws and regulations, as a consequence of the undersigned's
            ownership, acquisition or disposition of securities of the Company
            (as defined below); and

      2.    do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Rule 144
promulgated under the Securities Act of 1933, as amended, or Section 16 of the
Securities Exchange Act of 1934, as amended.

      For the purposes hereof, the "Company" shall mean Nuburu, Inc., a
Delaware corporation, and shall include the ultimate public company following
the consummation of a business combination with a special purpose acquisition
company.

      This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 144, 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 31, 2023.

                                   Signature: /s/ Brian Faircloth
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                                   Print Name: Brian Faircloth
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