CSLMW CSLM Acquisition Corporation

Exhibit 2.3

SECOND AMENDMENT TO MERGER AGREEMENT

This Second Amendment to Merger Agreement (this “Amendment”), dated as of February 4, 2025, is entered into by and among Fusemachines Inc., a Delaware corporation (the “Company”), CSLM Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including after the Domestication, “Parent”), and CSLM Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized and other defined terms used in this Amendment and not otherwise defined herein have the respective meanings given to them in the Original Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company, Parent and Merger Sub are parties to that certain Merger Agreement dated as of January 22, 2024, as amended by the First Amendment to Merger Agreement, dated as of August 27, 2024 (together, the “Original Merger Agreement”);

WHEREAS, the Company, Parent and Merger Sub desire to further amend the Original Merger Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to Definition of “PIPE Investment Amount”. The definition of “PIPE Investment Amount” is hereby deleted and amended to read in its entirety as follows:

“PIPE Investment Amount” means, as of immediately prior to the Effective Time, the sum of (i) (i) $8,840,000, and (ii) the Contingent PIPE Investment Amount, if any.

2. Amendment to Section 7.3. Section 7.3 of the Original Merger Agreement is hereby amended by deleting the following phrases “In the event the Company fails to deliver the 2023 Financial Statements to Parent by the PCAOB Audit Deadline, the Company shall pay a delay fee in the amount equal to $35,000 for the first one-month delay to March 31,2024 (pro-rated for a partial month), $50,000 for the second one-month delay to April 30, 2024 and thereafter $70,000 for each subsequent one-month delay (pro-rated for any partial month) (which fee shall be payable within two (2) Business Days after such one-month period (or partial month period)). All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent.” from such section.

3. No Waiver. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

4. Miscellaneous.

(a) Entire Agreement. The Original Merger Agreement, as amended by this Amendment, together with the Ancillary Agreements, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.

(b) Ratification. Except as amended hereby, the terms and provisions of the Original Merger Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the terms of the Original Merger Agreement and the terms of this Amendment, the terms of this Amendment shall govern and control.

(c) Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

(d) Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby, including the applicable statute of limitations, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the day and year first above written.

[Signature Page to Second Amendment to Merger Agreement]

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:

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth below.

Date: February 4, 2025

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Exhibit 10.2

FUNDS ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) is made as of February 5, 2025, by and among CSLM Acquisition Corp., a Cayman Islands exempted company (the “Company”), Fusemachines Inc., a Delaware corporation (“Fusemachines”), Consilium Frontier Equity Fund, LP, a Delaware limited partnership (the “Investor”), and Continental Stock Transfer & Trust Company, located at 1 State Street, 30^th Floor, New York, NY 10004, as escrow agent (the “Escrow Agent”).

WITNESSETH:

WHEREAS, Fusemachines has issued to the Investor, that certain Convertible Promissory Note dated February 4, 2025 (the “Note”) in the principal amount of $2,160,000 (the “Principal Amount”) for the benefit of the combined company in connection with a business combination between the Company, CSLM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Fusemachines (the “Business Combination”), as contemplated by that certain Merger Agreement dated January 22, 2024, as amended from time to time (the “Merger Agreement”);

WHEREAS, in order to preserve the Principal Amount for the benefit of the combined company after consummation of the Business Combination (the “Combined Company”), the Investor proposes to establish an escrow account (the “Escrow Account”) into which the funds to be made available to the Combined Company pursuant to the Note, shall be held in escrow until the consummation at the closing of the Business Combination (the “Closing”) or as set forth herein, and the Escrow Agent is willing, and has agreed, to establish the Escrow Account, on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Company proposes to establish an interest-bearing escrow account (the “Escrow Account”) at J.P. Morgan Chase Bank (the “Bank”) into which shall be deposited an amount of funds equal to the Principal Amount plus any interest earned. The Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Defined Terms. Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth in the Note, which is incorporated by reference herein and made a part hereof and a copy of which is attached to this Agreement in Annex A.

2. Establishment of the Escrow Account.

2.1 The Escrow Agent shall establish the Escrow Account at the branch of the Bank selected by the Escrow Agent, and bearing the designation set forth on the Escrow Agreement Information Sheet attached hereto as Exhibit A (the “Information Sheet”). The purpose of the Escrow Account is for the deposit of the Principal Amount delivered to the Escrow Agent pursuant to Section 3.1, (including interest earned thereon for the benefit of Investor), all as described herein.

3. Deposits to the Escrow Account.

3.1 The Investor shall cause the Principal Amount to be deposited into the Escrow Account (as set forth on Exhibit A-1, the “Investor Funds Information”).

3.2 Promptly after receiving the Principal Amount as described in Section 3.1, the Escrow Agent shall credit and deposit the same into the Escrow Account. Such amount so deposited (including interest earned thereon) is hereinafter referred to as “Escrow Amount.” The Escrow Agent shall cause the Bank to process the Escrow Amount for collection through the banking system.

3.3 Upon the Escrow Agent’s receipt of the Principal Amount, such Principal Amount shall be credited to the Escrow Account. The Escrow Agent shall not accept or recognize for credit to the Escrow Account any deposit for which the Escrow Agent has not received the appropriate Investor Funds Information.

3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts except during the Escrow Agent’s regular business hours.

3.5 Only those Escrow Amounts (a) for which the required Investor Funds Information has been received and (b) that have cleared the banking system and have been collected by the Escrow Agent (together with all products and proceeds earned with respect to the Escrow Amounts, including all interest, dividends, gains and other income thereof), are herein referred to, collectively, as the “Funds.”

4. Disbursement from the Escrow Account.

4.1 If the Merger Agreement is validly terminated in accordance with its terms, then the Company and Fusemachines shall jointly deliver written notice in the form attached hereto as Exhibit B (the “Release Notice”) to the Escrow Agent directing the Escrow Agent to disburse to the Investor all of the Funds in the Escrow Account.

4.2 Upon the Closing, the Company and Fusemachines shall jointly deliver a Release Notice to the Escrow Agent directing the Escrow Agent to disburse to the Combined Company all of the Funds in the Escrow Account.

4.3. Upon receipt of the Release Notice, the Escrow Agent shall promptly (but no later than two (2) business days following receipt of such Release Notice) disburse the Funds in accordance with the Release Notice; provided that, in the event written instruction is delivered to the Escrow Agent, the Escrow Agent is authorized to and shall seek confirmation of such instruction by telephone call back to the Company’s and Fusemachines’ officers, and the Escrow Agent may rely upon the confirmations of anyone purporting to be an officer of the Company or Fusemachines if reached at the telephone number(s) set forth on Exhibit C-1 and Exhibit C-2. If the Escrow Agent is unable to verify the written instruction pursuant to the procedures set forth in this Agreement, or is not satisfied with the verification it receives, the Escrow Agent shall promptly notify the Company and Fusemachines of such inability to verify or non-satisfaction of verification, and it will not perform the written instruction until all such issues have been resolved to the reasonable satisfaction of the Escrow Agent. The telephone numbers for call backs under this Agreement may be changed only in writing, executed by an authorized officer of the Company or Fusemachines as applicable.

4.4 Upon full disbursement of the Funds pursuant to the terms of this Section 4, the Escrow Agent shall be relieved of further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Funds.

5. Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

5.1 The Escrow Agent shall notify the Company and Fusemachines, on a daily basis, of the Escrow Amounts which have been deposited in the Escrow Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent.

5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Merger Agreement or any other agreement between the Company and Fuse, on the one hand, and the Investor, on the other hand, nor shall the Escrow Agent be responsible for the performance by the Company, Fusemachines or the Investor of their obligations under this Agreement.

5.3 The Escrow Agent shall not be required to keep records of any information with respect to the Principal Amount deposited by the Investor except as to the amount of such deposit; provided, however, that the Escrow Agent shall notify the Company and Fusemachines within two (2) business days of any discrepancy between the amount set forth in the Investor Funds Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.

5.4 The Escrow Agent shall be entitled to reasonably rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.

5.5 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Account, the Escrow Amounts or the Funds which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, so long as it promptly informs the Company and Fusemachines in writing of such opinion, it shall be entitled to hold the disputed Escrow Amounts, the Fund, or a portion thereof, in the Escrow Account pending the resolution of such uncertainty to the Escrow Agent’s discretion (to be exercised in good faith), by final judgment of a court or courts of competent jurisdiction or otherwise.

5.6 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct, fraud or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel, except in the case of willful misconduct, fraud or gross negligence.

5.7 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Funds or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

5.8 The Escrow Agent shall perform all of its obligations under this Agreement and shall not deliver custody or possession of any of the Escrow Amounts or the Funds to anyone except pursuant to the express terms of this Agreement or as otherwise required by law.

6. Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Company, Fusemachines, the Investor and the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Company, Fusemachines and the Investor, specifying the date on which such resignation shall take effect (the “Escrow Agent Resignation Notice”), and upon delivery of the Fund to the successor escrow agent designated by the Company in writing (which successor escrow agent shall be acceptable to the Investors). Such successor escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in the Escrow Agent Resignation Notice. The Company and Fusemachines, acting jointly shall have the right at any time to remove the Escrow Agent and substitute a successor escrow agent (which successor escrow agent shall be acceptable to the Investor) by giving written notice thereof to the Escrow Agent then acting. The Escrow Agent shall, in each case, continue to serve until its successor accepts the Escrow Account and receives the Funds. Upon its resignation and delivery of the Funds as set forth in this Section 6, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow contemplated by this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Company for any reasonable and documented out-of-pocket expenses incurred in connection with its resignation, transfer of the Funds to a successor escrow agent or distribution of the Funds pursuant to this Section 6.

7. Representations and Warranties. The Investor, the Company, and Fusemachines, hereby jointly and severally represent and warrant to the Escrow Agent that:

7.1 No party other than the parties hereto have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Funds or any part thereof.

7.2 No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amounts or the Funds or any part thereof.

7.3 The Investor Funds Information shall, at the time of submission and at the time of the disbursement of the Funds, be deemed a representation and warranty that such deposit represents a bona fide payment of the monies described therein for the amount set forth in such Investor Funds Information.

7.4 All of the information contained in the Escrow Agreement Information Sheet attached hereto as Exhibit A (the “Information Sheet”) is, as of the date hereof, and will be, at the time of any disbursement of the Funds, true and correct.

7.5 Reasonable controls have been established and required due diligence has been performed to comply with “Know Your Customer” regulations, USA Patriot Act, Office of Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.

8. Fees and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees and Charges set forth on the Information Sheet, payable as and when stated therein. In addition, the Company agrees to reimburse the Escrow Agent for any reasonable and documented out-of-pocket expenses incurred in connection with this Agreement, including, but not limited to, reasonable and documented counsel fees.

9. Indemnification and Contribution.

9.1 The Investor and Fusemachines (collectively referred to as the “Indemnitors”) jointly and severally, (provided, that as between the Investor and Fusemachines, such indemnification will be on a 50/50 basis), shall indemnify the Escrow Agent and its officers, directors, employees and agents (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all actual loss, liability, cost, damage and expense, including without limitation, reasonable and documented out-of-pocket counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or in connection with this Agreement, unless such action, claim or proceeding is the result of the willful misconduct, fraud or gross negligence of the Indemnitees.

9.2 If the indemnification provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall contribute (on a 50/50 basis) such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including reasonable and documented out-of-pocket counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

9.3 The provisions of this Section 9 shall survive any termination of this Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent or otherwise.

10. Termination of Agreement. This Agreement shall terminate upon the final disposition of the Funds in accordance with Section 4, provided that the rights of the Escrow Agent and the obligations of the other parties hereto set forth in Section 9 shall survive any termination hereof and the resignation or removal of the Escrow Agent.

11. Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof, and shall be binding, upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts or the Funds shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer (such consent not to be unreasonably withheld).

12. Notices. All notices required to be given in connection with this Agreement shall be sent by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by overnight courier, and addressed, (i) if to the Company or Fuse, at its address set forth on the Information Sheet, (ii) if to any Investor, at its address set forth in the Investor Funds Information, and (iii) if to the Escrow Agent, at its address as follows: 1 State Street, 30^th Floor, New York, NY 10004, Attention: Trust Department.

13. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

14. Execution in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

16. Confidentiality. Except as required by applicable law, the Escrow Agent agrees to keep confidential, and to cause any of its affiliates or agents to keep confidential and not to disclose any and all documents, materials, and any other non-public information which it shall have obtained regarding the parties hereto in connection with the execution and delivery of this Agreement and its performance of its duties and obligations hereunder. This Section 16 shall survive termination of this Agreement for a period of twelve (12) months after such termination.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

EXHIBIT A

ESCROW AGREEMENT INFORMATION SHEET

Name:

Address:

Tax Identification Number:

Name: Fusemachines, Inc.

Address:

Tax Identification Number:

Continental Stock Transfer & Trust as Agent for the Company, FuseMachines Inc. Escrow 2024

$7,500.00 + $3,500.00 (Interest-bearing account) - This fee covers all account set-up services, KYC, OFAC, and USA Patriot Act due diligence, release instructions, ongoing account, compliance review, records retention, and escheat services. The escrow agent acceptance fee and administration fee is due and payable upon the effective date of appointment.

EXHIBIT A–1

INVESTOR FUNDS INFORMATION

EXHIBIT B

RELEASE NOTICE

 Jaswinder Goraya, Francis Wolf, Matthew Velazquez

 jgoraya@continentalstock.com; fwolf@continentalstock.com; mvelazquez@continentalstock.com

Date:  ____________, 20__

RE:  Joint Release Notice

Reference is hereby made to that certain Escrow Agreement, dated February __, 2025 (the “Escrow Agreement”), CSLM Acquisition Corp., a Cayman Islands exempted company (the “Company”), Fusemachines Inc., a Delaware corporation (“Fusemachines”), Consilium Frontier Equity Fund, LP, a Delaware limited partnership (the “Investor”), and Continental Stock Transfer & Trust Company, located at 1 State Street, 30th Floor, New York, NY 10004, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined in this Release Notice have the meanings ascribed to such terms in the Escrow Agreement.

You are hereby authorized and directed to disburse [all of the Funds that are held in the Escrow Account][a amount of the Funds that are held in the Escrow Account equal to $[●] in the following manner:

Wire Transfer Instructions:

Bank Name: _____________________

ABA#__________________________

Account Name: _________________________________________________________

Account Number: __________________

Callback Contact Name & No. to confirm the wire transfer Instructions:

If you have any questions, please contact the parties.

Thank you,     

EXHIBIT C-1

CERTIFICATE AS TO OFFICERS’ AUTHORIZED SIGNATURES

The specimen signatures and the phone numbers shown below are those of the officers of the Company who are authorized to initiate, verify and approve transactions in connection with the Escrow Account established under this Agreement.

EXHIBIT C-2

CERTIFICATE AS TO OFFICERS’ AUTHORIZED SIGNATURES

The specimen signatures and the phone numbers shown below are those of the officers of Fusemachines who are authorized to initiate, verify and approve transactions in connection with the Escrow Account established under this Agreement.

Exhibit 10.3

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONSILIUM ACQUISITION CORP.

THIRD AMENDED AND RESTATED PROMISSORY NOTE

This Third Amended and Restated Promissory Note amends in full, extends and modifies that certain Second Amended Promissory Note dated August 19, 2024 (the “Original Note ”), in the principal amount of Two Million, Seven Hundred and Fifty Thousand Dollars ($2,750,000) made by CSLM Acquisition Corp. (formerly Consilium Acquisition Corp. I, Ltd., a Cayman Islands exempted company, the “Maker”), in favor of Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (“Payee”). The debt evidenced herein shall replace and discharge the debt evidenced by the Original Note, plus any accrued and unpaid interest thereon. This Third Amended and Restated Promissory Note is referred to herein as the ‘Note.”

WHEREFORE: Maker promises to pay Payee, or order, the principal balance as set forth on Schedule A hereto, together with all accrued and unpaid interest due on such outstanding balance, in cash in lawful money of the United States of America, on the terms and conditions described below; which schedule shall be updated from time to time by the parties hereto to reflect all advances and re-advances of principal outstanding under this Note; provided that at no time shall the aggregate of all advances and re-advances of principal outstanding under this note exceed THREE MILLION DOLLARS ($3,000,000.00) (the “Maximum Amount”). Any advance hereunder shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Principal. All unpaid principal, together with all accrued and unpaid interest (the “Outstanding Balance Payable”), under this Note shall be due and payable in full on the earlier of: (i) the date by which Maker has to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”) pursuant to Article 166 of its Amended and Restated Memorandum of Association (as it may be amended from time to time), and (ii) the effective date of a Business

Combination (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal, together with all accrued and unpaid interest, under this Note may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

Notwithstanding the foregoing in the event of a Business Combination, the Outstanding Balance Payable of the Note shall be as follows: $1,491,000 of the Principal and its accrued and unpaid interest shall be converted into Maker’s Class A ordinary shares at a share price of Four Dollars ($4.00), and the balance shall be payable in cash at the closing of the Business Combination.

2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to the Maximum Amount in drawdowns under this Note to be used for working capital purposes. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Fifty Thousand Dollars ($50,000.00) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed the Maximum Amount. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

3. Interest. From the date hereof until the payment in full of this Note, the unpaid principal balance of this Note shall bear interest, which shall accrue daily based on actual days elapsed and a 365- day year, at the rate of 4.75% per annum. All accrued and unpaid interest shall be due and payable in full on the Maturity Date.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any accrued and unpaid interest on this Note, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):

a. Failure to Make Required Payments. Failure by Maker to pay the principal amount and interest due pursuant to this Note on the Maturity Date.

b. Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

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c. Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

6. Remedies.

a. Upon the occurrence of an Event of Default specified in Section 5(a). Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, including any accrued and unpaid interest, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

b. Upon the occurrence of an Event of Default specified in Section 5(b) or Section 5(c). the unpaid principal balance of this Note, and all other sums payable with regard to this Note, including all accrued and unpaid interest, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

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9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail or overnight courier service to the address most recently provided to such party or such other address as may be designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other facsimile number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so delivered or transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (I) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of Maker’s initial public offering (including the deferred underwriters discounts and commissions) and proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement on Form S-1 (File No. 333- 261570) filed by Maker with the Securities and Exchange Commission, that was declared effective on January 12, 2022, and the related prospectus, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever, including the payment of interest on this Note.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

14. Assignment; Successors and Assigns. Subject to Section 15, no assignment or transfer of this Note or any rights or obligations hereunder may be made by either party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. This Note shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.

15. Transfer of this Note. With respect to any sale or other disposition of this Note, Payee shall give written notice to Maker prior thereto, describing briefly the manner thereof, together with(i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to Maker in form and substance from counsel reasonably satisfactory to Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written

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acknowledgement, Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note, all in accordance with the terms of the note delivered to Maker. If a determination has been made pursuant to this Section 15 that the opinion of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Maker such legend is not required in order to ensure compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated January 12, 2022, by and among Maker and each of Payee and the other parties thereto.

16. Acknowledgment. Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. Payee understands that the acquisition of this Note involves substantial risk. Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.

[signature page follows]

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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

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SCHEDULE A

Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and re-advances outstanding under the Note.

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