REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Freedom Acquisition I LLC, a Cayman limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FREEDOM ACQUISITION I CORP. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 18th, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 25,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between FREEDOM ACQUISITION I CORP., a Cayman Islands exempted company (the “Company”), and Adam Gishen (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 10th, 2021 • Freedom Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between FREEDOM ACQUISITION I CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 25, 2021 by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Freedom Acquisition I Corp. New York, NY 10005Letter Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as d
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 13, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
WARRANT AGREEMENTWarrant Agreement • March 2nd, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
ContractComplete Solaria, Inc. • February 16th, 2024 • Semiconductors & related devices
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2021 • Freedom Acquisition I Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of December 30, 2020, is made and entered into by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Buyer”).
INDEMNITY AGREEMENTIndemnity Agreement • July 24th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2023, is made by and between COMPLETE SOLARIA, INC., a Delaware corporation (the “Company”) and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Freedom Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FREEDOM ACQUISITION I CORP. 30,000,000 Units Underwriting AgreementFreedom Acquisition I Corp. • March 2nd, 2021 • Blank checks • New York
Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 30,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Complete Solaria, Inc. AND WHITE LION CAPITAL LLCCommon Stock Purchase Agreement • July 26th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective July 24, 2024 (the “Amendment Effective Date”), is by and between Complete Solaria, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated July 16, 2024 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
FOR DISCUSSION PURPOSES ONLY ASSET PURCHASE AGREEMENT Dated as of August 5, 2024 by and AMONG Complete SolarIA, inc., as Purchaser, and SUNPOWER CORPORATION AND ITS SUBSIDIARIES NAMED HEREIN, as sellerSAsset Purchase Agreement • August 6th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of August 5, 2024, is made by and among, (a) Complete Solaria, Inc., a Delaware corporation (“Purchaser”), and (b)(i) SunPower Corporation, a Delaware corporation (“SunPower Corporation”), and (ii) the direct and indirect subsidiaries of SunPower Corporation as set forth in the signature pages attached hereto1 (together with SunPower Corporation, each a “Seller” and, collectively, the “Sellers”). Purchaser and Sellers are referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein including Article IX.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of July 11, 2023, among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Issuer”), Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned (each of the undersigned, individually and collectively, “Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
ASSET PURCHASE AGREEMENT by and among SOLARCA LLC, MAXEON SOLAR TECHNOLOGIES, LTD. and solely for purposes of Section 10.14, COMPLETE SOLARIA, INC. Dated as of September 19, 2023Asset Purchase Agreement • September 21st, 2023 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
This Asset Purchase Agreement (this “Agreement”) is made as of September 19, 2023, by and among SolarCA LLC, a Delaware limited liability company (“Seller”), Maxeon Solar Technologies, Ltd., a Singapore public limited company (“Purchaser”) and solely for purposes of Section 10.14, Complete Solaria, Inc., a Delaware corporation (“Seller Parent”). Seller and Purchaser are sometimes referred to together as the “Parties,” and each individually as a “Party.” Capitalized terms used in this Agreement but not otherwise defined will have the meanings set forth in Annex A to this Agreement.
Date: July 13, 2023 To: Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”) and Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Target”). Address: 14 Wall Street, 20th Floor New York, NY...Complete Solaria, Inc. • July 24th, 2023 • Semiconductors & related devices
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, FACT and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Freedom Acquisition I Corp. New York, NY 10005Letter Agreement • February 18th, 2021 • Freedom Acquisition I Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as d
CONSENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 10th, 2023 • Freedom Acquisition I Corp. • Semiconductors & related devices
This Consent to Business Combination Agreement (the “Consent”) is entered into as of July 9, 2023, by and among Freedom Acquisition I Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation) (“Complete Solar”), CS Solis LLC (“CS Solis”) and CRSEF Solis Holdings, L.L.C. (“CRSEF”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 17th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices • California
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as July 16, 2024 (the “Execution Date”), by and between Complete Solaria, Inc., a corporation organized under the laws of Delaware (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
Freedom Acquisition I Corp. 14 Wall Street, 20th Floor New York, NY 10005 Re: Amendment No. 1 (the “Amendment”) to Letter Agreement dated February 25, 2021 Ladies and Gentlemen:Freedom Acquisition I Corp. • June 8th, 2022 • Blank checks • New York
Reference is made to that certain letter agreement dated February 25, 2021 (the “2021 Letter Agreement”), by and among Freedom Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Freedom Acquisition LLC, a Cayman Islands limited liability company (the “Freedom I Consortium”), LVS III SPE XLIII LP, a Delaware limited partnership (the “PIMCO Investor”) and certain individuals party thereto, that was delivered to the Company in accordance with the Underwriting Agreement, dated February 25, 2021, entered into by and among the Company and J.P. Morgan Securities LLC, as representative of the several underwriters, relating to an underwritten initial public offering, of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased by the Underwriters to cover over-allotments, if any), each comprising one share of the Company’s Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant. Capitalized terms used but not
Complete Solar Holding CorporatioN NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • October 4th, 2022 • Freedom Acquisition I Corp. • Blank checks • Delaware
NOTE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) dated as of October 3, 2022, by and between Complete Solar Holding Corporation, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
Amendment to OTC Equity Prepaid Forward TransactionComplete Solaria, Inc. • December 21st, 2023 • Semiconductors & related devices
This amendment is to the OTC Equity Prepaid Forward Transaction executed as of July 13, 2023 by and between Freedom Acquisition I Corp, a Cayman Island exempted company (“FACT”), Complete Solaria, Inc., a Delaware Corporation (“Target”) (with FACT and Target collectively the “Company”) and [__________] (the “Seller”) (the “EPFT Contract”) Capitalized terms used but not defined herein shall have the meaning given to them in the EPFT Contract.
EXCHANGE AGREEMENTDesignated Board Observer Agreement • July 8th, 2024 • Complete Solaria, Inc. • Semiconductors & related devices • New York
INDENTURE dated as of [__], 2024 between COMPLETE SOLARIA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
LOCK-UP AGREEMENTLock-Up Agreement • February 10th, 2023 • Freedom Acquisition I Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], by and among Complete Solaria, Inc., a Delaware corporation (the “Company”) (formerly known as Freedom Acquisition I Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and each of:
Complete Solaria, Freedom Acquisition I Corp., CS Solis LLC and CRSEF Solis Holdings, L.L.C. Enter into Consent to Business Combination Agreement in Support of Proposed Business CombinationFreedom Acquisition I Corp. • July 10th, 2023 • Semiconductors & related devices
FREMONT, CA (July 10, 2023) – Complete Solaria, Inc. (“Complete Solaria”), a leading solar technology, services, and installation company, Freedom Acquisition I Corp. (“Freedom”) (NYSE: FACT), a publicly traded special purpose acquisition company, CS Solis LLC, a Delaware limited liability company, and CRSEF Solis Holdings, L.L.C., a Delaware limited liability company, today announced they have entered into a consent agreement related to the proposed business combination between Complete Solaria and Freedom. For further information, please refer to the supplement to the proxy statement/prospectus in connection with the proposed business combination, which can be accessed via the website of the U.S. Securities and Exchange Commission’s (the “SEC”) at: https://www.sec.gov/Archives/edgar/data/1838987/000119312523184156/d532137d424b3.htm .
WARRANT TO PURCHASE STOCK Dated as of , 2022Loan and Security Agreement • October 12th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
THIS CERTIFIES THAT, for value received, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Complete Solar Holding Corporation, a Delaware corporation (the “Company”), a number of fully paid and non-assessable shares of Stock equal to the Warrant Coverage, at such times and at the price per share set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant amends, restates and supersedes in its entirety that certain warrant issued to Holder by The Solaria Corporation, a Delaware corporation (“Solaria”), warrant no. WPC— , dated as of July 30, 2021, (as amended from time to time, the “Predecessor Warrant”), and as such, the Predecessor Warrant is cancelled and of no further force or effect. The Predecessor Warrant was issued in connection with that certain Loan and Security Ag
COMPLETE SOLARIA, INC.2016 Stock Plan • July 24th, 2023 • Complete Solaria, Inc. • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the 2016 Stock Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
ContractComplete Solaria, Inc. • June 24th, 2024 • Semiconductors & related devices • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE TERMS OF THIS WARRANT, THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER BY AND AMONG COMPLETE SOLAR HOLDING CORPORATION, COMPLETE SOLAR MIDCO, LLC COMPLETE SOLAR MERGER SUB, INC., THE SOLARIA CORPORATION, AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE October 3, 2022Agreement and Plan of Merger • February 10th, 2023 • Freedom Acquisition I Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 3, 2022 (the “Agreement Date”), by and among Complete Solar Holding Corporation, a Delaware corporation (“Parent”), Complete Solar Midco, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Midco”), Complete Solar Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Midco (“Merger Sub”), The Solaria Corporation, a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Stockholders (the “Stockholder Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 30th, 2023 • Freedom Acquisition I Corp. • Semiconductors & related devices • Delaware
This Amended and Restated Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 26, 2023 by and among Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Freedom Acquisition I Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Combination Agreement (as defined below))) (“Acquiror”), and Complete Solar Holding Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Combination Agreement (as defined below).
COMPLETE SOLARIA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 2nd, 2024 • Complete Solaria, Inc. • Semiconductors & related devices • Delaware
This Common Stock Purchase Agreement (the “Agreement”) is made as of May 1, 2024 (the “Effective Date”) by and between Complete Solaria, Inc., a Delaware corporation (the “Company”, and together with its undersigned Company affiliates, “Complete Solaria”) and Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV LLC (collectively, the “Investors”, and each of the Investors and Complete Solaria, a “Party Group”).
Third Amendment to OTC Equity Prepaid Forward TransactionOriginal Agreement • July 23rd, 2024 • Complete Solaria, Inc. • Semiconductors & related devices
THIS OTC EQUITY PREPAID FORWARD TRANSACTION THIRD AMENDMENT, dated as of July 17, 2024 (this “Third Amendment”), is entered into by and between Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Complete Solaria, Inc., a Delaware corporation, (domesticated from Freedom Acquisition I Corp.) (the “Company”). Together, the Seller and the Company are each referred to herein as a “Party” and together as the “Parties”. Capitalized terms not defined herein shall have the meanings assigned to such terms in the EPFT Contract (as defined below).
