REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other parties listed on the signature page hereto (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, the “Holders” and, each, a “Holder”).
CONSILIUM ACQUISITION CORP I, LTD. Ft. Lauderdale, Florida 33308Securities Subscription Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 Class B ordinary shares (the “Shares”) of U.S.$0.0001 par value per share of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (the “IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares of U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless th
WARRANT AGREEMENT CONSILIUM ACQUISITION CORP I, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Warrant Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of [●], 2022 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of [●], 2022 between the Company and the representative of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2022 • Consilium Acquisition Corp I, Ltd. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of January 12, 2022 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of January 12, 2022 between the Company and the representative of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Underwriting Agreement between Consilium Acquisition Corp I, Ltd. and BTIG, LLC (the “Agreement”)Underwriting Agreement • January 6th, 2022 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
The undersigned, Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
Consilium Acquisition Corp I, Ltd.Underwriting Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • 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 or proposed to be entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), on the one hand, and BTIG, LLC, on the other hand, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one Right and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the P
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Consilium Acquisition Corp I, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”) (formerly known as CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Fusemachines Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”) and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (in such capacity, the “Rights Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”) and Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
MERGER AGREEMENT dated January 22, 2024 by and among Fusemachines Inc., CSLM Acquisition Corp. and CSLM Merger Sub, Inc.Merger Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
MERGER AGREEMENT dated as of January 22, 2024 (this “Agreement”), by and among Fusemachines Inc., a Delaware corporation (the “Company”), CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Parent”), and CSLM Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of January 22, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), CSLM Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Fusemachines Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 4th, 2024 • CSLM Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (“CSLM Cayman”), CSLM Holdings, Inc. a newly formed Delaware corporation (“CSLM Delaware”), and the undersigned investor (the “Investor”), in connection with the Merger Agreement, dated as of January 22, 2024, as amended on August 29, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CSLM Cayman, CSLM Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of CSLM Cayman, and Fusemachines Inc., a Delaware corporation (the “Company”), pursuant to which the parties to the Merger Agreement will undertake the transactions described therein (the transactions contemplated by the Merger Agreement, the “Transaction”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of January 22, 2024, by and among Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), CSLM Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Fusemachines Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXTENSION AMENDMENT AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF CONSILIUM ACQUISITION CORP I LTD.Investment Management Trust Agreement • July 17th, 2023 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 13, 2023, by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 12, 2022, by and between the parties hereto (the “Trust Agreement”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • August 30th, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
This First Amendment to Merger Agreement (this “Amendment”), dated as of August 27, 2024, is entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”), CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, “Parent”), and CSLM Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Merger Agreement (as defined below).
FOUNDER TRANSACTION BONUS AGREEMENTFounder Transaction Bonus Agreement • January 23rd, 2024 • CSLM Acquisition Corp. • Blank checks • Delaware
This FOUNDER TRANSACTION BONUS AGREEMENT (this “Agreement”) is dated as of January 22, 2024, by and among Sameer Raj Maskey, the founder and Chief Executive Officer (the “Executive”) of Fusemachines Inc., a Delaware corporation (the “Company”), CSLM Acquisition Corp., a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and the Company. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EXTENSION AMENDMENT AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF CSLM ACQUISITION CORP.Investment Management Trust Agreement • August 20th, 2024 • CSLM Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 18, 2024, by and between CSLM ACQUISITION CORP., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 12, 2022, as amended on July 13, 2023, by and between the parties hereto (the “Trust Agreement”).
Consilium Acquisition Corp I, Ltd.Support Services Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
This Support Services Agreement (this “Agreement”) by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”) and Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308 (or any successor location or other existing office locations of the Provider or any of its affilia
