FACT Freedom Acquisition I Corp

Exhibit 10.1

Execution Version

CONSENT TO BUSINESS COMBINATION AGREEMENT

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”).

WHEREAS, Complete Solar and CRSEF are parties to that certain (i) Designated Board Observer Agreement, dated as of February 14, 2022 (the “Carlyle Board Observer Agreement”) and (ii) Company Stock Purchase Warrant, issued February 14, 2022, together with Warrant No. 1 issued thereunder (the “Carlyle Warrant Agreement”);

WHEREAS, CRSEF, among others, is a party to that certain Amended and Restated Limited Liability Company Agreement of CS Solis, dated as of February 14, 2022 (the “LLCA”);

CRSEF has made aggregate capital contributions to CS Solis in the amount of $25,600,000 (such amount, as increased for amounts described in clause (b) of the definition of “Net Investment Amount” in the LLCA, the “Revised Net Investment Amount”);

WHEREAS, on May 26, 2023, Complete Solar entered into a definitive Amended and Restated Business Combination Agreement (“Agreement”) with Acquiror, among other parties, pursuant to which Complete Solar, Acquiror and such other parties will consummate a business combination (the “Business Combination”) and the other transactions contemplated therein (collectively, the “Transaction”) as a result of which Complete Solar will become a wholly owned subsidiary of Acquiror, which in turn shall be publicly listed on the NASDAQ. Subject to the satisfaction of certain customary closing conditions and approvals set forth in the Agreement, the parties anticipate that the time of the closing of the Business Combination (the “Closing Time”) will occur on or about July 14th, 2023;

WHEREAS, pursuant to the Carlyle Board Observer Agreement, Carlyle Warrant Agreement and LLCA, CRSEF’s consent is required for the consummation of the Transaction; and

WHEREAS, Complete Solar (in its capacity as Manager (under and as defined in the LLCA)) and CRSEF agree (a) that this Consent will serve as an amendment to the LLCA and (b) to provide CSREF the right to cause a revaluation of the relevant capital accounts of the members of CS Solis to reflect the amended economic entitlements of such members contemplated hereby.

NOW, THEREFORE, based on the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Complete Solar, CS Solis and CRSEF hereby agree as follows:

1. Conditional Consent. Conditioned on, subject to, and only after, the prior (or contemporaneous) satisfaction (or waiver by CRSEF in writing in its sole discretion) of all of the Consent Conditions (in each case in form and substance satisfactory to CRSEF in its sole discretion) on or before the earlier of (x) the Closing Time and (y) August 31, 2023 (such earlier date, the “Condition Satisfaction Deadline”), CRSEF (i) acknowledges, agrees and consents to Complete Solar’s entry into the Agreement and the other documents contemplated thereby and, effective upon the Closing Time, agrees and consents to the consummation of the Transaction by Complete Solar, including the performance by Complete Solar of its obligations and agreements thereunder or other actions taken in connection therewith; (ii) forever waives any right to notice of the Transaction it may have under the Carlyle Board Observer Agreement, Carlyle Warrant Agreement and LLCA; and (iii) forever waives any event of default, right to terminate or right to exercise any other remedy under the LLCA to the extent solely triggered by the Transaction or right to object to the Transaction; in each case (i)-(iii), to the extent the foregoing may be required under the

Carlyle Board Observer Agreement, Carlyle Warrant Agreement or LLCA. To the extent all of the Consent Conditions are not satisfied (or expressly waived in writing by CRSEF) on or before the Condition Satisfaction Deadline, the provisions of this Section 1 shall be void, unenforceable and of no force and effect and CRSEF shall not be deemed to have provided any acknowledgment, agreement, consent, waiver or other agreement hereunder. The term “Consent Conditions” means all of the following:

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2. Certain Covenants. Acquiror, Complete Solar and CS Solis hereby covenant and agree that, notwithstanding anything to the contrary in the LLCA:

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provided, that notwithstanding anything to the contrary herein or in the LLCA, if, as of any date, (x) the amount required to reduce the Net Investment Amount to zero is less than (y) the amount required to reduce the Revised Net Investment Amount to zero, then (A) the Net Investment Amount shall be deemed equal to (B) the amount required to reduce the Revised Net Investment Amount to zero as of such date.

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3. Acknowledgement and Release. Acquiror, Complete Solar and CS Solis, for themselves and each of their Covered Persons (as such term is defined in the LLCA), hereby (i) except as set forth in Section 4, acknowledges and agrees that CRSEF has not, by execution of this Consent or otherwise, waived, released, relinquished or compromised, in whole or in part, any of its rights, remedies or defenses under the LLCA, the Carlyle Board Observer Agreement or the Carlyle Warrant Agreement or otherwise and that CRSEF reserves to itself the right to require strict performance of each provision of the LLCA, the Carlyle Board Observer Agreement or the Carlyle Warrant Agreement by each counterparty thereto; (ii) as of the date hereof, the time upon which the Consent Conditions are satisfied and as of the Closing Time, to the greatest extent permitted by applicable law, unconditionally releases and forever discharges CRSEF and all of its Covered Persons from all Claims (as such term is defined in the LLCA), known or unknown, fixed or contingent, that any of them or any of their respective Covered Persons may have against CRSEF or any of its Covered Persons; (iii) unconditionally acknowledges and agrees that it understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party” and expressly waives and relinquishes all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims it may have against CRSEF and (iv) unconditionally acknowledges and agrees that the indemnification obligations of CS Solis under Sections 6.07(b) and 6.08(c) of the LLCA apply to any Claim brought by any third party against CS Solis and any of its Covered Persons (as defined in the LLCA) in connection with or as a result of this Consent, the Guaranty, the Escrow Agreement, or the Transaction.

4. Waiver. Subject to the satisfaction (or waiver in writing by CRSEF in its sole discretion) of the Consent Conditions at or before the Consent Condition Deadline and compliance by Acquiror, Complete Solar and CS Solis, respectively, with the covenants set forth in Section 2 hereof, CRSEF hereby waives any and all Material Breaches (as such term is defined in the LLCA) or breaches under the Carlyle Board Observer Agreement or Carlyle Warrant Agreement and any remedies it may have in respect thereof that (a) may have occurred prior to the date hereof and (b) of which Andrew Kapp or Justin Kwan have actual knowledge as of the date hereof. Other than the waiver set forth in this Section 4, CRSEF reserves to itself all of its rights, remedies and defenses under the LLCA. Any waiver of rights remedies and defenses other than as set forth in this Section 4 may be accomplished only by a written instrument duly executed by CRSEF.

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5. Breach & Remedies. Breach by Acquiror, Complete Solar or CS Solis of their respective (x) representations and warranties set forth in Section 6 below or (y) covenants under this Consent shall constitute a Material Breach under the LLCA. From and after the occurrence of a Material Breach under the LLCA after the date hereof, (a) notwithstanding anything to the contrary in the Escrow Agreement or Section 2(c), (i) prior Net Investment Amount Reduction Payments governed by Sections 2(c)(i), 2(c)(ii) and 2(c)(iii) shall be treated as reductions to the Revised Net Investment Amount by an amount equal to the product of the amount of Net Investment Amount Reduction Payments actually received by CRSEF and 100/130 rather than 100/116, 100/120 or 100/125, as applicable, and (ii) the respective references in Sections 2(c)(i), 2(c)(ii) and 2(c)(iii) to 100/116, 100/120 and 100/125 shall prospectively be deemed to be references to 100/130; and (b) CRSEF shall be entitled to (i) compel the release of the balance of the Deposit, if any and (ii) exercise all rights, remedies and defenses available to it under and in connection with the LLCA (including, without limitation, the Trigger Event Rights (as such term is defined in the LLCA)), the Guaranty, the Escrow Agreement and all documents executed in connection therewith.

6. Representations and Warranties. Acquiror, Complete Solar and CS Solis represent and warrant to CRSEF solely with respect to Acquiror, Complete Solar and CS Solis, and CRSEF represents and warrants to each of Acquiror, Complete Solar and SC Solis solely with respect to CRSEF, as of the date hereof, as follows:

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7. Miscellaneous.

CRSEF:

One Vanderbilt Avenue, Suite 3400

New York, NY 10017

Attn: Justin Kwan

Email: justin.kwan@carlyle.com

Acquiror:

14 Wall Street, 20th Floor

New York, NY 10005

Attn: Adam Gishen

Email: ag@FreedomAc1.com

Complete Solar:

45700 Northport Loop E

Fremont, CA 94583

Attn: William Anderson

Email: will@completesolar.com

CS Solis:

45700 Northport Loop E

Fremont, CA 94583

Attn: William Anderson

Email: will@completesolar.com

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[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to Business Combination Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to Business Combination Agreement to be executed as of the date first written above.

EXHIBIT A

FORM OF AMENDED AND RESTATED WARRANT

[See attached.]

EXHIBIT B

FORM OF GUARANTY

[See attached.]

EXHIBIT C

FORM OF MONTHLY REPORT

[See attached.]

Exhibit 99.1

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 Combination

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 .

Shareholder Vote

The extraordinary general meeting of Freedom’s shareholders (the “Special Meeting”) to approve the proposed business combination between Complete Solaria and Freedom is scheduled to be held on July 11, 2023 at 10:00 a.m. Eastern Time via a virtual meeting format at https://www.cstproxy.com/freedomac1/sm2023. If the proposals at the Special Meeting are approved, the parties anticipate that the business combination will close and shares of common stock and warrants of the combined entity will commence trading shortly thereafter on the Nasdaq Stock Market under the new symbols “CSLR” and “CSLR.WS”, respectively, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

Every shareholder’s vote is important, regardless of the number of shares held. Accordingly, Freedom requests that each shareholder complete, sign, date and return a proxy card (or cast their vote by telephone or internet as provided on each proxy card) as soon as possible and, if by internet, no later than 11:59 p.m. Eastern Time on July 10, 2023, to ensure that such shareholder’s shares will be represented at the Special Meeting. Shareholders who hold shares in “street name” through a broker, bank or other nominee should contact their broker, bank or nominee to ensure that their shares are voted at the Special Meeting.

If any Freedom shareholder does not receive the definitive proxy statement/prospectus, as supplemented (the “Proxy Statement”), in connection with the proposed business combination, such shareholder should (i) confirm their Proxy Statement’s status with their broker or (ii) contact Morrow Sodali LLC, Freedom’s proxy solicitor, for assistance via e-mail at FACT.info@investor.morrowsodali.com or toll-free call at 800-662-5200. Banks and brokers can call Morrow Sodali LLC at 203-658-9400.

About Complete Solaria

Complete Solaria is a solar company with unique technology and an end-to-end customer offering, which is expected to include financing, project fulfilment, and customer service, allowing it to sell more products across more markets and enable more options for customers wishing to make the switch to a more energy-efficient lifestyle. To learn more, visit: https://www.completesolaria.com.

About Freedom

Freedom is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Freedom is led by Executive Chairman Tidjane Thiam, who previously served as CEO of Credit Suisse and Prudential. Senior management of Freedom also includes Chief Executive Officer Adam Gishen and Edward Zeng, a proven entrepreneur with a strong track record of creating value for investors across financial services, technology and energy transition sectors. To learn more about Freedom, visit www.freedomac1.com.

Forward Looking Statements

This press release may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the referenced and proposed transactions. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions, but the absence of these words does not mean that a statement is not a forward-looking statement. Forward-looking statements are forecasts, predictions, projections and other statements about future events that are based on current expectations, hopes, beliefs, intentions, strategies and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all; (ii) the risk that the proposed business combination between Freedom and Complete Solaria may not be completed by Freedom’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Freedom; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination; (iv) the effect of the announcement or pendency of the proposed business combination on Complete Solaria’s business relationships, operating results, and business generally; (v) risks that the proposed business combination disrupts current plans and operations of the companies or diverts managements’ attention from Complete Solaria’s ongoing business operations and potential difficulties in employee retention as a result of the announcement and consummation of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted in connection with the proposed business combination; (vii) the ability to maintain the listing of Freedom’s securities on a national securities exchange; (viii) the price of Freedom’s securities may be volatile due to a variety of factors, including changes in the applicable competitive or regulatory landscapes, variations in operating performance across competitors, changes in laws and regulations affecting Freedom’s or Complete Solaria’s business, and changes in the combined capital structure; (ix) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; (x) the ability to recognize the anticipated benefits of the previously consummated Complete Solaria merger and the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xi) the evolution of the markets in which Complete Solaria will compete; (xii) the costs related to the previously consummated Complete Solaria merger and the proposed business combination; (xiii) any impact of the COVID-19 pandemic on Complete Solaria’s business; and (xiv) Freedom and Complete Solaria’s expectations regarding market opportunities.

The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement and other documents filed by Freedom from time to time with the SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Freedom and Complete Solaria assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Freedom nor Complete Solaria gives any assurance that any of them will achieve its expectations.

Important Information and Where to Find It

This press release relates to proposed transactions involving Complete Solaria and Freedom. Freedom has filed a registration statement on Form S-4 (the “Registration Statement”), which was declared effective by the SEC on June 30, 2023 and which includes a proxy statement for the solicitation of Freedom shareholder approval and a prospectus for the offer and sale of Freedom securities in the proposed transaction with Complete Solaria, and other relevant documents with the SEC to be used at its extraordinary general meeting of shareholders to approve the proposed transaction with Complete Solaria. The proxy statement/prospectus has been mailed to shareholders as of the record date established for voting on the proposed business combination between Freedom and Complete Solaria. INVESTORS AND SECURITY HOLDERS OF FREEDOM AND COMPLETE SOLARIA ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of documents filed by Freedom with the SEC, through the website maintained by the SEC at www.sec.gov.

Participants in the Solicitation

Freedom, Complete Solaria and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of Freedom’s shareholders in connection with the proposed business combination between Freedom and Complete Solaria. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination between Freedom and Complete Solaria are contained in the proxy statement/prospectus pertaining to the proposed transaction when available at www.sec.gov.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination between Freedom and Complete Solaria. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contacts:

Investor Relations – Complete Solaria

Sioban Hickie, ICR, Inc.

CompleteSolariaIR@icrinc.com

Public Relations – Complete Solaria

Doug Donsky, ICR, Inc.

CompleteSolariaPR@icrinc.com

Investor Relations – Freedom

Adam Gishen, Freedom Acquisition l Corp.

ag@freedomac1.com

Public Relations – Freedom

Andy Smith, Powerscourt (U.K.)

andy.smith@powerscourt-group.com

Exhibit 99.2

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-269674

PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 1

(To the Proxy Statement/Prospectus dated June 30, 2023)

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

FREEDOM ACQUISITION I CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

28,636,236 SHARES OF COMMON STOCK AND

14,891,667 WARRANTS OF

FREEDOM ACQUISITION I CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF

DELAWARE, WHICH WILL BE RENAMED COMPLETE SOLARIA, INC. IN CONNECTION WITH

THE DOMESTICATION DESCRIBED HEREIN)

This proxy statement/prospectus supplement (this “Supplement”) supplements the proxy statement/prospectus dated June 30, 2023 (the “proxy statement/prospectus”) that was mailed by Freedom Acquisition I Corp., a Cayman Islands exempted company (“FACT”), to its shareholders on or about June 30, 2023 in connection with the proposed business combination among FACT, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT (“Second Merger Sub”), Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”), and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Complete Solaria (“Solaria”). The purpose of this Supplement is to supplement the proxy statement/prospectus with certain information as indicated herein. Capitalized terms used in this Supplement and not otherwise defined herein have the meanings specified in the proxy statement/prospectus.

This Supplement is not complete without the proxy statement/prospectus. This Supplement should be read in conjunction with the proxy statement/prospectus, which in turn should be read in its entirety, and this Supplement is qualified by reference thereto, except to the extent that the information in this Supplement updates or supersedes the information contained in the proxy statement/prospectus.

The proxy statement/prospectus provides shareholders of FACT with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to read the entire proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors ” beginning on page 69 of the proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This Supplement is dated July 10, 2023.

Carlyle Consent to Business Combination Agreement

As disclosed in the proxy statement/prospectus, in February 2022, Complete Solaria received an investment from CRSEF. The investment was made pursuant to a subscription agreement, under which CRSEF contributed $25.6 million in exchange for 100 Class B Membership Units of CS Solis LLC, a Delaware limited liability company (“CS Solis”). The Class B Membership Units are mandatorily redeemable by Complete Solaria on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement. The Class B Membership Units accrue interest that is payable upon redemption at a rate of 10.5% which is accrued as an unpaid dividend, compounded annually, and subject to increases in the event Complete Solaria declares any dividends.

On July 9, 2023, FACT, Complete Solaria, CS Solis and CRSEF entered into a Consent to Business Combination Agreement (the “CRSEF Amendment”) in connection with the Business Combination Agreement, pursuant to which FACT and Complete Solaria plan to consummate the Business Combination.

Pursuant to the CRSEF Amendment, CRSEF provided its conditional consent to the Business Combination, subject to the satisfaction of certain conditions, which include, among other things: (i) to the extent at least $30,000,000 in funds are available at the Closing of the Business Combination in connection with (a) any issuance by FACT of equity securities in a private placement (including any FACT PIPE Investment) and (b) the balance held in the Trust Account after giving effect to FACT Public Shareholder redemptions (collectively and without duplication, such value the “deSPAC Proceeds”), CS Solis’s full, final and indefeasible payment to CRSEF, and CRSEF’s receipt (as confirmed by CRSEF in writing), of cash in an amount equal to the lesser of (1) $5,000,000 and (2) the difference between the amount of deSPAC Proceeds and $30,000,000, and (ii) a future payment obligation shall have been established for the benefit of CRSEF whereby all of the following has occurred as of Closing: (a) CS Solis has deposited not less than $10,000,000 into a third-party escrow account held by a commercial bank satisfactory to CRSEF and (b) the parties have entered into an escrow agreement providing for release of such $10,000,000 to CRSEF upon certain events described therein. In addition, pursuant to the CRSEF Amendment, Complete Solaria and CS Solis agreed to certain restrictive covenants, including revenue, backlog and minimum cash requirements. As of the date of this Supplement, Complete Solaria remains in compliance with all such applicable covenants pursuant to the CRSEF Amendment. See the section of the proxy statement/supplement titled “Risk Factors—Complete Solaria may be unable to generate sufficient cash flows or obtain access to external financing necessary to fund operations and make adequate capital investments as planned due to the general economic environment and any market pressure that would drive down the average selling prices of solar power products, among other factors.”

Sources and Uses of Funds for the Business Combination

The sources and uses for funding the transactions contemplated by the Business Combination Agreement, as summarized in the section of the proxy statement/prospectus titled “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination”, shall be changed to include the applicable payments contemplated in the CRSEF Amendment.