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, CRSEFs 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 Solars 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