Exhibit 10.2


 


EXECUTION VERSION


 


SPONSOR SUPPORT
AGREEMENT


 


This Sponsor Support
Agreement (this “Sponsor Agreement”) is dated as of October 3, 2022 by and among Freedom Acquisition I LLC, a Cayman
Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together
with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Freedom Acquisition I
Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as
defined in the Combination Agreement (as defined below))) (“Acquiror”), and Complete Solar Holding Corporation, a Delaware
corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed
to such terms in the Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date
hereof, the Sponsors are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange
Act) of such number of shares of Acquiror Common Stock as are indicated opposite each of their names on Schedule I attached hereto;


 


WHEREAS, contemporaneously
with the execution and delivery of this Sponsor Agreement, Acquiror, Jupiter Merger Sub I Corp., a Delaware corporation and a direct wholly
owned subsidiary of Acquiror (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company
(“Second Merger Sub”), the Company, and The Solaria Corporation, a Delaware corporation (“Solaria”),
have entered into a Business Combination Agreement (as amended or modified from time to time, the “Combination Agreement”),
dated as of the date hereof, pursuant to which, among other transactions, (a) First Merger Sub is to merge with and into the Company,
with the Company continuing on as the surviving entity and a wholly owned subsidiary of Acquiror, on the terms and conditions set forth
therein (the “First Merger”), and (b) immediately thereafter and as part of the same overall transaction as the First
Merger, the Initial Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together
with the First Merger, the “Mergers”); and


 


WHEREAS, as an inducement
to Acquiror and the Company to enter into the Combination Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 


Article
I


 


SPONSOR SUPPORT AGREEMENT;
COVENANTS


 


Section 1.1. Binding Effect of Combination
Agreement. Each Sponsor hereby acknowledges that it has read the Combination Agreement
and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and
comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Combination Agreement (and any relevant
defined terms contained in any such Sections) as if (a) such Sponsor was an original signatory to the Combination Agreement with respect
to such provisions and (b) each reference to “Acquiror” contained in Section 7.4 of the Combination Agreement also referred
to each such Sponsor.


 






     


     


    

 


Section 1.2. No Transfer; Earn-Out Provisions. 


 


(a) Subject to Section 1.2(b) hereof, during the period commencing on the date hereof and ending on the earlier
of (i) the First Effective Time and (ii) such date and time as the Combination Agreement shall be terminated in accordance with Article
X thereof (the earlier of clauses (i) and (ii), the “Expiration Time”), each Sponsor shall not (x) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration
Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Exchange Act, with respect to any shares of Acquiror Common Stock owned by such Sponsor, in each case that would be
effective prior to the Expiration Time, (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any shares of Acquiror Common Stock owned by such Sponsor, in each case that would be effective
prior to the Expiration Time (clauses (x) and (y) collectively, a “Transfer”) or (z) publicly announce any intention
to effect any transaction specified in clause (x) or (y); provided, however, that the foregoing shall not prohibit Transfers between
such Sponsor and any Affiliate of such Sponsor, so long as, prior to and as a condition to the effectiveness of any such Transfer, such
Affiliate executes and delivers to Acquiror a joinder to this Support Agreement in the form attached hereto as Annex A.


 


(b)   Notwithstanding the foregoing, Sponsor Holdco agrees that, as of the
Closing Date, 40% of the shares of Acquiror Common Stock held by Sponsor Holdco as of the Closing Date (as adjusted by reason of any dividend,
subdivision, reclassification, recapitalization, split, combination or exchange, the “Sponsor Earnout Shares”) shall
become unvested and shall be subject to the vesting and forfeiture provisions set forth in Section 1.2(c). Sponsor Holdco agrees that
it shall not Transfer any Sponsor Earnout Shares prior to the later of (x) the Expiration Time and (y) the date such Sponsor Earnout Shares
are released pursuant to Section 1.2(c) (the “Sponsor Earnout Expiration Time”). Sponsor Holdco acknowledges that the
Sponsor Earnout Shares shall be legended in substantially the following form to reflect that such shares are subject to vesting restrictions
pursuant to this Agreement:


 


“THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS
ON TRANSFER, AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SPONSOR SUPPORT AGREEMENT, DATED AS OF October 3, 2022, BY AND AMONG Freedom
Acquisition I LLC, the Persons set forth on Schedule I thereto, ”), Freedom Acquisition I Corp., and Complete Solar Holding Corporation
”


 






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(c)   All of the Sponsor Earnout Shares shall vest and be released at such
time as the volume weighted average price of Acquiror Common Stock, as defined by the industry standard, quoted on the NYSE at the closing
of a Trading Day equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 Trading Days within any 30 consecutive Trading Day period beginning after the Closing Date and ending thirty-six
(36) months following the Closing Date. Any Sponsor Earnout Shares that are not released in accordance with the foregoing sentence on
or before the date that is thirty-six (36) months following the Closing Date will be forfeited immediately following such date. Sponsor
Earnout Shares that are forfeited pursuant to the foregoing sentence shall be transferred by Sponsor Holdco to Acquiror, without any consideration
for such Transfer, and cancelled.


 


(d)   Notwithstanding the foregoing, (i) Sponsor Holdco shall be required
at any time prior to the Closing Date to commit contractually to assign to one or more Requisite Acquiror Shareholders, effective as of
the Closing Date, up to 1,000,000 shares of Acquiror Common Stock held by Sponsor Holdco as of the Closing Date (as adjusted by reason
of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange) as consideration for such Requisite
Acquiror Shareholder(s) agreeing to enter into an Acquiror Shareholder Non-Redemption Agreement with Acquiror, and (ii) if Acquiror fails
prior to the Closing Date to deliver to the Company Acquiror Shareholder Non-Redemption Agreements executed by Requisite Acquiror Shareholders
providing commitments to not seek redemption with respect to at least 7,000,000 Class A Ordinary Shares of Acquiror and the amount remaining
in Acquiror’s Trust Account as of the Closing Date (after giving effect to any redemptions) is less than $70,000,000, Sponsor Holdco
shall forfeit a number of shares of Acquiror Common Stock equal to the greater of (i) zero and (ii) the difference of:


 


		●	the product of (A) the 1,000,000, multiplied by (B) a fraction the
numerator of which is 7,000,000 minus the number of Class A Ordinary Shares of Acquiror for which redemption is not sought prior to the
Closing Date (whether pursuant to Acquiror Shareholder Non-Redemption Agreements or otherwise), and the denominator of which is 7,000,000.



 


		●	minus the number of shares of Acquiror Common Stock that Sponsor Holdco is
contractually required to assign to Requisite Acquiror Shareholders as consideration for their agreeing to enter into an Acquirer Shareholder
Non-Redemption Agreement with Acquiror.



 


Shares of Acquiror Common Stock forfeited pursuant to the foregoing
sentence shall be transferred by Sponsor Holdco to Acquiror, without any consideration for such Transfer, and cancelled.


 


Section 1.3. New Shares. In the event that (a) any shares of Acquiror Common Stock or other
equity securities of Acquiror are issued to a Sponsor after the date of this Sponsor Agreement pursuant to any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of Acquiror Common Stock of, on or affecting the shares of Acquiror
Common Stock owned by such Sponsor or otherwise, (b) a Sponsor purchases or otherwise acquires beneficial ownership of any shares of Acquiror
Common Stock or other equity securities of Acquiror after the date of this Sponsor Agreement, or (c) a Sponsor acquires the right to vote
or share in the voting of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this Sponsor Agreement
(such shares of Acquiror Common Stock or other equity securities of Acquiror, collectively the “New Securities”), then
such New Securities acquired or purchased by such Sponsor shall be subject to the terms of this Sponsor Agreement including, for the avoidance
of doubt, the provisions of Section 1.2 hereof, to the same extent as if they constituted the shares of Acquiror Common Stock owned by
such Sponsor as of the date hereof.


 






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Section 1.4. Sponsor Support Agreements.


 


(a) From the date hereof until the Expiration Time, at any meeting of the
shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other
approval of the shareholders of Acquiror is sought, each Sponsor hereby unconditionally and irrevocably agrees that such Sponsor shall
(i) appear at each such meeting or otherwise cause all of its shares of Acquiror Common Stock to be counted as present thereat (to the
extent entitled to vote thereto) for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written
consent (or cause a written consent to be executed and delivered) covering, all of its shares of Acquiror Common Stock (to the extent
entitled to vote thereto):


 


(i) in favor of
each Transaction Proposal;


 


(ii)   against any Business Combination Proposal or any proposal relating
to a Business Combination Proposal (in each case, other than the Transaction Proposals);


 


(iii)   against any Combination Agreement, merger, consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror (other than the
Combination Agreement, any Ancillary Agreement and the transactions contemplated thereby);


 


(iv)   against any change in the business, management or Board of Directors
of Acquiror (other than in connection with the Transaction Proposals or to add or replace a member of the Board of Directors of Acquiror
in compliance with NYSE independence rules);


 


(v)   against any proposal, action or agreement that would (A) impede, frustrate,
prevent or nullify any provision of this Sponsor Agreement, the Combination Agreement, any Ancillary Agreement or the Mergers, (B) result
in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Acquiror, First Merger Sub
or Second Merger Sub under the Combination Agreement or any Ancillary Agreement, (C) result in any of the conditions set forth in Article
IX of the Combination Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the
voting rights of any class of capital stock of, Acquiror (other than a customary equity grant to (i) any member of the Board of Directors
of Acquiror that is added in compliance with NYSE independence rules or (ii) any member of the scientific advisory board of Acquiror that
is added consistent with Acquiror’s prior practice in onboarding such members);


 






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Each Sponsor hereby agrees that it shall not
commit or agree to take any action inconsistent with the foregoing.


 


(b)   Each Sponsor shall comply with, and fully perform all of its obligations,
covenants and agreements set forth in, that certain Letter Agreement, dated as of February 25, 2021 and as amended as of June 6, 2022,
by and among the Sponsors, as applicable, and Acquiror (the “Voting Letter Agreement”), including without limitation
the obligations of the Sponsors pursuant to Section 2 therein to not redeem any shares of Acquiror Common Stock owned by such Sponsor
in connection with the transactions contemplated by the Combination Agreement.


 


(c) During the period commencing on the date hereof and ending on the earlier
of the consummation of the Closing and the termination of the Combination Agreement pursuant to Article X thereof, each Sponsor shall
not modify or amend any Contract between or among such Sponsor, anyone related by blood, marriage or adoption to such Sponsor or any Affiliate
of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries,
on the other hand, including, for the avoidance of doubt, the Voting Letter Agreement.


 


Section 1.5. Additional Agreements; Power
of Attorney.


 


(a)   Notwithstanding anything to the contrary in any other agreement or
contract to which a Sponsor is bound, each Sponsor (for itself, himself or herself and for its, his or her successors, heirs and assigns)
hereby (but subject to the consummation of the Mergers) irrevocably and unconditionally waives, to the fullest extent permitted by applicable
Laws and Acquiror’s Amended and Restated Memorandum and Articles of Association, and agrees to waive (for itself and for its successors
and assigns) to the fullest extent of the Law and not to exercise, assert or perfect, any rights to adjustment or other anti-dilution
protections with respect to the rate at which shares of Acquiror Class B Ordinary Shares held by such Sponsor convert into shares of Acquiror
Common Stock in connection with the transactions contemplated by the Combination Agreement (including the Domestication).


 


(b) In the event that the Closing occurs prior
to the date on which the Company Convertible Notes issued in the Company Investment would otherwise become payable in accordance
with their terms, substantially concurrently with the Closing, Sponsor HoldCo shall execute appropriate transfer documentation with
each Company Investor providing for the transfer by Sponsor Holdco to each such Company Investor of a Pro Rata Percentage of Sponsor
Holdco’s right, title and interest in and to 500,000 shares of Acquiror Common Stock and 363,285 Acquiror Stock Warrants held
by Sponsor Holdco as of such time in consideration for a cash payment from Investor in an aggregate amount equal to the (i) Pro Rata
Percentage multiplied by (ii) $50.00. “Pro Rata Percentage” means, with respect to any Company Investor, the percentage
interest of Company Convertible Notes held by such Company Investor calculated by dividing the aggregate principal amount of Company
Convertible Notes held by such Company Investor at such time by the aggregate Company Investment Amount. In no event shall the
aggregate Pro Rata Percentage exceed 100%.


 






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(c)   From
the Closing, at each of the first three annual meetings of the stockholders of Acquiror, however called, or at any adjournment thereof,
each Sponsor hereby unconditionally and irrevocably agrees that such Sponsor shall (i) appear at each such meeting or otherwise cause
all of its shares of Acquiror Common Stock to be counted as present thereat (to the extent entitled to vote thereto) for purposes of calculating
a quorum and (ii) vote (or cause to be voted), all of its shares of Acquiror Common Stock (to the extent entitled to vote thereto) in
favor of the First Sponsor Designee, if nominated and provided that such designee meets any generally-applicable qualification
requirements for Directors set forth in the Certificate of Incorporation, bylaws or other written policy of Acquiror,
for election to the Board of Directors of Acquiror.


 


(d)   Each
Sponsor, to the maximum extent not prohibited by applicable Law, does hereby constitute, appoint and grant to the Company full power to
act without others, as its true and lawful representative, agent and attorney-in-fact, in its name, place and stead, to make, execute
or sign, acknowledge, swear to, verify, deliver, record, file and/or publish, as applicable, such actions, documents, deeds, agreements
or instruments, including any and all amendments thereto, as may be required under the laws of the Cayman Islands or any other jurisdiction
or otherwise in connection with the Acquiror Shareholder Approval (including executing and delivering the Lock-Up Agreement together with
any and all amendments thereto on behalf of each Sponsor, any other Ancillary Agreement required to be executed by the Sponsors pursuant
to the Combination Agreement together with any and all amendments thereto, and any document or instrument relating to such Person’s
ownership of the Acquiror Ordinary Shares); provided, however, that the power of attorney granted to the Company hereunder shall not be
used to take any actions pursuant to any amended provision of the Combination Agreement in the event the Combination Agreement is amended
following the date hereof, to the extent any such amendment to the Combination Agreement (i) is adverse and disproportionate to the undersigned
Sponsor in any respect relative to Acquiror under the terms of such amendment, or (ii) reduces the consideration payable under the Combination
Agreement. The undersigned Sponsor hereby empowers each agent and attorney-in-fact acting pursuant hereto to determine in its sole discretion
the time when, purpose for and manner in which any power herein conferred upon it shall be exercised, and the conditions, provisions and
covenants of any instruments or documents that may be executed by it pursuant hereto. The agency and powers of attorney granted herein
shall be unconditional and irrevocable, and shall survive the death, incompetency, incapacity, disability, insolvency or dissolution of
the Sponsors, as applicable, (regardless of whether Acquiror has notice thereof). The undersigned Sponsor agrees to execute such other
documents as the Company may reasonably request in order to effect the intention and purposes of the agency and power of attorney contemplated
by this Section 1.5(c). The undersigned Sponsor hereby approves, authorizes and ratifies everything which the Company shall lawfully do
or purport to do pursuant to this Section 1.5(c).


 


Section 1.6. Amended and Restated Registration Rights
Agreement. Each Sponsor set forth on Schedule II hereto, on behalf of itself, agrees that it will deliver, substantially
simultaneously with the First Effective Time, a duly-executed copy of the Amended and Restated Registration Rights Agreement
substantially in the form attached as Exhibit C to the Combination Agreement (with such changes as may be agreed in writing by
Acquiror and the Company).


 






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Section 1.7. Lock-Up Agreement.
Each Sponsor set forth on Schedule III hereto, on behalf of itself, agrees that it will deliver, substantially simultaneously
with the First Effective Time, a duly-executed copy of the Lock-Up Agreement substantially in the form attached as Exhibit D to
the Combination Agreement (with such changes as may be agreed in writing by Acquiror and the Company).


 


Section 1.8. Further Assurances.
Each Sponsor shall take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary
(including under applicable Laws) to effect the actions required to consummate the Mergers and the other transactions contemplated
by this Agreement and the Combination Agreement, in each case, on the terms and subject to the conditions set forth therein and
herein, as applicable.


 


Section 1.9. No Inconsistent
Agreement. Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall not enter into, any
agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.


 


Section 1.10. No Challenges. Each Sponsor agrees not to voluntarily commence, join in, facilitate,
assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim,
derivative or otherwise, against Acquiror, First Merger Sub, Second Merger Sub, the Company or any of their respective successors, directors,
officers or Affiliates, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the
Combination Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry
into the Combination Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Sponsor from enforcing
such Sponsor’s rights under this Agreement and the other agreements entered into by such Sponsor in connection herewith.


 


Section 1.11. Voting Letter Agreement.
The Sponsors and the Sponsor Holdco hereby agree that, subject to and conditioned upon the occurrence of and effective as of the consummation
of the Closing:


 


(a)   Paragraph
9 of the Voting Letter Agreement shall be amended and restated in its entirety as follows:


 


“9.  Reserved.”


 


(b)   Paragraph
10 of the Voting Letter Agreement shall be amended and restated in its entirety as follows:


 


“10.  Reserved.”


 


(c)   Paragraph
24 of the Voting Letter Agreement shall be amended and restated in its entirety as follows:


 


“24. This Letter Agreement
shall terminate on the earlier of (i) the completion of an initial Business Combination and (ii) the liquidation of the Company.”


 






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Article
II


 


REPRESENTATIONS AND
WARRANTIES


 


Section 2.1. Representations and
Warranties of the Sponsors. Each Sponsor represents and warrants as of the date hereof to
Acquiror and the Company (solely with respect to itself, himself or herself and not with respect to any other Sponsor) as
follows:


 


(a)   Organization;
Due Authorization. If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws
of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this
Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability
company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational
actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute
and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and
delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this
Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with
the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and
general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement
is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to
enter into this Sponsor Agreement on behalf of the applicable Sponsor.


 


(b)   Ownership.
Such Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Sponsor’s
shares of Acquiror Common Stock, and there exist no Liens or any other limitation or restriction (including any restriction on the right
to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other
than Liens (a) pursuant to (i) this Sponsor Agreement, (ii) the Governing Documents of Acquiror, (iii) the Combination
Agreement, (iv) the Voting Letter Agreement, (v) that certain Registration Rights Agreement by and between the Sponsor Holdco
and the Acquiror, dated as of February 25, 2021, or (vi) any applicable securities Laws or (b) that would not, individually
or in the aggregate, reasonably be expected to prevent, delay or impair the ability of such Sponsor to perform its obligations under this
Agreement or the consummation of the transactions contemplated by this Agreement or the Combination Agreement. Such Sponsor’s shares
of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by such Sponsor as of the date of
this Sponsor Agreement, and none of such Sponsor’s shares of Acquiror Common Stock are subject to any proxy, voting trust or other
agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder and under the
Voting Letter Agreement. Other than the shares of Acquiror Common Stock listed on Schedule I attached hereto, such Sponsor
does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible
into, or which can be exchanged for, equity securities of Acquiror.


 






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(c)   No
Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor does not, and the performance by such Sponsor of his,
her or its obligations hereunder will not, (i) if such Sponsor is not an individual, conflict with or result in a violation of the
organizational documents of such Sponsor or (ii) require any consent or approval that has not been given or other action that has
not been taken by any Person (including under any Contract binding upon such Sponsor or such Sponsor’s shares of Acquiror Common
Stock), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by
such Sponsor of its, his or her obligations under this Sponsor Agreement.


 


(d)   Litigation.
There are no Actions pending against such Sponsor, or to the knowledge of such Sponsor threatened against such Sponsor, before (or, in
the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or
seeks to prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations under this Sponsor Agreement.


 


(e)   Brokerage
Fees. Except as described on Section 5.13 of the Acquiror Disclosure Letter, no broker, finder, investment banker or other Person
is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Combination
Agreement based upon arrangements made by such Sponsor, for which Acquiror or any of its Affiliates may become liable.


 


(f)   Acknowledgment.
Such Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Combination Agreement in reliance
upon such Sponsor’s execution and delivery of this Sponsor Agreement.


 


(g)   No
Other Representations or Warranties. Except for the representations and warranties expressly made by such Sponsors in this ARTICLE
II, the Registration Rights Agreement or the Lock-Up Agreement, neither such Sponsor nor any other Person on behalf of such Sponsor makes
any express or implied representation or warranty to Acquiror or the Company in connection with this Support Agreement or the transactions
contemplated by this Support Agreement, and each Sponsor expressly disclaims any such other representations or warranties.


 






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Article
III


 


MISCELLANEOUS


 


Section 3.1. Termination. This Sponsor
Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) immediately following
Acquiror’s third annual meeting of stockholders following the Closing (b) the written agreement of the Sponsor Holdco, Acquiror
and the Company and (c) such date and time as the Combination Agreement shall be terminated in accordance with Article X thereof. Upon
such termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no Person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Sponsor Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination.
This ARTICLE III shall survive the termination of this Support Agreement.


 


Section 3.2. Governing Law.
This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or
relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or
cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Sponsor
Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements
executed and performed entirely within such State.


 


Section 3.3. CONSENT TO JURISDICTION AND
SERVICE OF PROCESS; WAIVER OF JURY TRIAL. 


 


(a)   ANY
PROCEEDING OR ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MUST BE BROUGHT
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, ONLY TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR
COURT OF THE STATE OF DELAWARE OR, IF IT HAS OR CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE),
AND EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY (I) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF EACH SUCH COURT
IN ANY SUCH PROCEEDING OR ACTION, (II) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION, VENUE OR TO CONVENIENCE
OF FORUM, (III) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH PROCEEDING OR ACTION SHALL BE HEARD AND DETERMINED ONLY IN ANY SUCH COURT
AND (IV) AGREES NOT TO BRING ANY PROCEEDING OR ACTION ARISING OUT OF OR RELATING TO THIS SUPPORT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IN ANY OTHER COURT. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS SPONSOR AGREEMENT BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN SECTION 3.8, WITHOUT
LIMITING THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MATTER PERMITTED BY APPLICABLE LAWS.


 






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(b)   WAIVER
OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SPONSOR AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SPONSOR
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SPONSOR AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.


 


Section 3.4. Assignment. This Sponsor
Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations hereunder will be assigned
(including by operation of law) without the prior written consent of Acquiror, the Company and the Sponsor Holdco.


 


Section 3.5. Specific Performance.
The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Sponsor Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto
shall be entitled to seek an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce specifically the
terms and provisions of this Sponsor Agreement, this being in addition to any other remedy to which such party is entitled at law or
in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party hereto
shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law, and each party hereto agrees
to waive any requirement for the securing or posting of any bond in connection therewith.


 


Section 3.6. Amendment. This Sponsor
Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a
written agreement executed by Acquiror, the Company and the Sponsor Holdco.


 


Section 3.7. Severability. If any
provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of
this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 






    11


     


    

 


Section 3.8. Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given
(a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or
certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight
delivery service or (d) when e-mailed during normal business hours of the recipient (and otherwise as of the
immediately following Business Day), addressed as follows:


 


If to Acquiror:


 


Freedom Acquisition I Corp.


14 Wall Street, 20th Floor


New York


New York, 10005


Attention: Adam Gishen


Email: ag@freedomac1.com


 


with a copy to (which will not
constitute notice):


 


Paul Hastings LLP


1999 Avenue of the Stars, 27th
Floor


Los Angeles, CA 90067


Attention: David M. Hernand


                    Brandon Bortner


E-mail:
davidhernand@paulhastings.com


                     brandonbortner@paulhastings.com


 






    12


     


    

 


If to the Company:


 


Complete Solar Holding Corporation


3000 Executive Parkway, Suite 504


San Ramon, CA 94583


Attention: Will Anderson


Email: will@completesolar.com


 


with copies to each of (which shall not constitute notice):


 


Cooley LLP


3175 Hanover Street


Palo Alto, CA 94304-1130


Attention: Matthew Hemington; Miguel
Vega; John McKenna; Rishab Kumar


Email: hemingtonmb@cooley.com;
mvega@cooley.com; jmckenna@cooley.com; rkumar@cooley.com


 


If to a Sponsor:


 


To such Sponsor’s address
set forth in Schedule I


with a copy to (which will not
constitute notice):


 


Paul Hastings LLP


1999 Avenue of the Stars, 27th
Floor


Los Angeles, CA 90067


Attention: David M. Hernand


                    Brandon Bortner


E-mail: davidhernand@paulhastings.com


                    brandonbortner@paulhastings.com


 


Section 3.9. Counterparts. This
Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which
shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10. Incorporation by Reference.
Sections 11.5 (Rights of Third Parties), 11.6 (Expenses) and 11.16 (Non-Recourse) of the Combination Agreement apply to this Agreement,
mutatis mutandis.


 


Section 3.11. Entire Agreement.
This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the
parties hereto to the extent they relate in any way to the subject matter hereof.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK]


 






    13


     


    

 


IN WITNESS WHEREOF, the
Sponsors, Acquiror and the Company have each caused this Sponsor Agreement to be duly executed as of the date first written above.


 


	 	SPONSORS:
	 	 	 
	 	FREEDOM ACQUISITION I LLC
	 	 	 
	 	By:	/s/ Adam Gishen
	 	Name:	Adam Gishen
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	/s/ Adam Gishen
	 	 	Name:Adam Gishen
	 	 	 
	 	 	/s/ Tidjane Thiam
	 	 	Name:Tidjane Thiam
	 	 	 
	 	 	/s/ Edward Zeng
	 	 	Name:Edward Zeng
	 	 	 
	 	 	/s/ Abhishek Bhatia
	 	 	Name:Abhishek Bhatia
	 	 	 
	 	 	/s/ Noreen Doyle
	 	 	Name:Noreen Doyle
	 	 	 
	 	 	/s/ William Janetschek
	 	 	Name:William Janetschek
	 	 	 
	 	 	/s/ Nell Cady-Kruse
	 	 	Name:Nell Cady-Kruse



 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 


	 	SPONSORS:
	 	 
	 	FREEDOM ACQUISITION LLC
	 	 	 
	 	By:	/s/ Adam Gishen
	 	 	Name: Adam Gishen
	 	 	Title: Chief Executive Officer



 


[Signature Page to Sponsor Support Agreement]


 







     


     


    

 


	 	SPONSORS:
	 	 
	 	NEXTG TECH LIMITED
	 	 	 
	 	By:	/s/ Edward Zeng
	 	 	Name: Edward Zeng
	 	 	Title: Chairman



 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 


	 	ACQUIROR:
	 	 
	 	FREEDOM ACQUISITION I CORP.
	 	 	 
	 	By:	/s/ Adam Gishen
	 	 	Name: Adam Gishen
	 	 	Title: Chief Executive Officer


 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 


	 	COMPANY:
	 	 
	 	COMPLETE SOLAR HOLDING CORPORATION
	 	 	 
	 	By:	/s/ William J. Anderson
	 	 	Name: William J. Anderson
	 	 	Title: President



 


[Signature Page to Sponsor Support Agreement]


 











     


     


    







 


Schedule I


Sponsor Shares of Acquiror
Common Stock


 


	Sponsor / Address	 	Shares of

 Acquiror

Common Stock	 
	Freedom Acquisition LLC	 	 	---	 
	Adam Gishen	 	 	729,357	(1)
	Tidjane Thiam	 	 	3,649,642	(2)
	NextG Tech Limited	 	 	3,414,714	(3)
	Edward Zeng	 	 	---	(4)
	Abhishek Bhatia	 	 	708,786	(1)
	Noreen Doyle	 	 	25,000	(5)
	William Janetschek	 	 	25,000	(5)
	Nell Cady-Kruse	 	 	25,000	(5)



 


		(1)	Includes 728,786 shares of Acquiror Class B Ordinary Shares held by Freedom Acquisition I LLC which Adam Gishen and Abhishek Bhatia
may be deemed to beneficially own by virtue of their ownership stake in Freedom Acquisition I LLC. Adam Gishen and Abhishek Bhatia disclaim
beneficial ownership of securities held by Freedom Acquisition I LLC.



 


		(2)	Includes 3,643,928 shares of Acquiror Class B Ordinary Shares held by Freedom Acquisition I LLC which Tidjane Thiam may be deemed
to beneficially own by virtue of his ownership stake in Freedom Acquisition I LLC. Tidjane Thiam disclaims beneficial ownership of securities
held by Freedom Acquisition I LLC.



 


		(3)	Includes 3,401,000 shares of Acquiror Class B Ordinary Shares held by Freedom Acquisition I LLC which NextG Tech Limited may be deemed
to beneficially own by virtue of its ownership stake in Freedom Acquisition I LLC. NextG Tech Limited disclaims beneficial ownership of
securities held by Freedom Acquisition I LLC.



 


		(4)	Edward Zeng may be deemed to beneficially own securities
held by NextG Tech Limited by virtue of his control over NextG Tech Limited. Edward Zeng disclaims beneficial ownership of securities
held by NextG Tech Limited.



 


		(5)	Includes 25,000 shares of Acquiror Class B Ordinary Shares.



 


[Schedule I to Sponsor Support Agreement]


 






     


     


    







 


Schedule II


 


Parties to Registration
Rights Agreement


 


		1.	Freedom Acquisition I LLC



 


		2.	Freedom Acquisition LLC



 


		3.	Tidjane Thiam



 


		4.	Adam Gishen



 


		5.	Abhishek Bhatia



 


		6.	NextG Tech Limited



 


		7.	Edward Zeng



 


		8.	Noreen Doyle



 


		9.	William Janetschek



 


		10.	Nell Cady-Kruse



 


[Schedule III to Sponsor Support Agreement]


 






     


     


    

 


Schedule III


 


Parties to Lock-Up
Agreement


 


		1.	Freedom Acquisition I LLC



 


		2.	Freedom Acquisition LLC



 


		3.	Tidjane Thiam



 


		4.	Adam Gishen



 


		5.	Abhishek Bhatia



 


		6.	NextG Tech Limited



 


		7.	Edward Zeng



 


		8.	Noreen Doyle



 


		9.	William Janetschek



 


		10.	Nell Cady-Kruse



 


[Schedule III to Sponsor Support Agreement]

 






     


     


    

 


Annex A


 


Form of Joinder Agreement


 


This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with
the Sponsor Support Agreement, dated as of October 3 (as amended, supplemented or otherwise modified from time to time, the “Support
Agreement”), by and among Freedom Acquisition I Corp., a Cayman Islands exempted company limited by shares (which shall migrate
to and domesticate as a Delaware corporation), Complete Solar Holding Corporation, a Delaware corporation, and the Sponsors set forth
on Schedule I thereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support
Agreement.


 


The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and a “Sponsor”
under, the Support Agreement as of the date hereof and shall have all of the rights and obligations of a Sponsor as if it had executed
the Support Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Support Agreement.


 


IN WITNESS WHEREOF, the undersigned has duly
executed this Joinder Agreement as of the date written below.


 


 Date:




 



	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	With copies to:



 


[Annex A to Sponsor Support Agreement]