Subscription Agreement Amendment dated February 4, 2025
Exhibit 10.1
AMENDMENT TO SUBSCRIPTION AGREEMENT
CSLM Acquisition Corp.
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308
Attention: Charles T. Cassel, III
CSLM Holdings, Inc.
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308
Attention: Charles T. Cassel, III
Consilium Investment Capital, Inc.
2400 E. Commercial Boulevard, Suite 900
Ft. Lauderdale, FL 33308
Attention: Charles T. Cassel, III
Fusemachines Inc.
500 Seventh Avenue, 7th Floor
New York, NY 10018
Attention: Sameer Raj Maskey
Ladies and Gentlemen:
This Amendment (the “Amendment”) to the Subscription Agreement dated August 29, 2024 (the “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (“CSLM Cayman”), CSLM Holdings, Inc. a newly formed Delaware corporation (“CSLM Delaware”), Fusemachines, Inc., a Delaware corporation (the “Company”), and Consilium Investment Capital, Inc., a Delaware corporation and the investor set forth in the Subscription Agreement (the “Investor”), in order to correct the Aggregate Subscription Amount and number of Shares for which Investor subscribed, which amounts were set forth on the original signature page to the Subscription Agreement.
Capitalized terms not set forth herein have the meanings ascribed to them in the Subscription Agreement.
An amended signature page to the Subscription Agreement is set forth below:
| Name of the Investor:
Consilium Investment Capital Inc. | State/Country of Formation or Domicile:
Delaware |
| By: | ||||||
| Name: Charles Cassel III Title: President | ||||||
| Name in which Shares are to be registered (if different):
Affiliates of Investor to be determined at Closing | Date:
August 29, 2024 | |||||
| Investor’s EIN:
56 ###-###-#### | ||||||
| Business Address-Street:
2400 East Commercial Blvd, Suite 900 | Mailing Address-Street (if different): | |||||
| City, State, Zip:
Ft. Lauderdale, FL 33308 | City, State, Zip: | |||||
| Attention:
Charles Cassel III | Attention: | |||||
| Telephone No.:
954 ###-###-#### | ||||||
| Email:
***@*** | ||||||
| Number of Shares subscribed for:
884,000 | ||||||
| Aggregate Subscription Amount:
8,840,000 | Price Per Share: $10.00 | |||||
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth below.
| CSLM Holdings, Inc. | ||
| By: | /s/ Charles T. Cassel | |
| Name: | Charles T. Cassel III | |
| Title: | Chief Executive Officer | |
| CSLM Acquisition Corp. | ||
| By: | /s/ Charles T. Cassel | |
| Name: | Charles T. Cassel III | |
| Title: | Chief Executive Officer | |
| Agreed to and Accepted | ||
| Fusemachines Inc. | ||
| By: | /s/ Sameer Maskey | |
| Name: | Sameer Maskey | |
| Title: | Chief Executive Officer | |
Date: February 4, 2025
3
