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”).
MERGER AGREEMENT dated January 22, 2024 by and among Fusemachines Inc., CSLM Acquisition Corp. and CSLM Merger Sub, Inc.Registration Rights 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).
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).
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).
