What changed in this filing

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Item 9A. Controls and Procedures

2025-04-30 compared with 2024-04-01 · 1677 added, 1382 removed, 320 unchanged (91% of the section changed)

2 unchanged sentences

Controls and Procedures

maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934, as amended, (the “Exchange Act”).

Our Disclosure Controls are designed to ensure that information required

to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Our Disclosure

Controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating

our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and

implementing possible controls and procedures.

of the end of the period covered by this Annual Report on Form 10-K, we evaluated the effectiveness of the design and operation of our

Disclosure Controls, which was done under the supervision and with the participation of our management, including our Chief Executive

Officer and our Chief Financial Officer.

Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of December 31, 2023, our Disclosure Controls were not effective due to a material weakness in the Company’s

internal control over financial reporting as disclosed below.

Management’s Report on Internal Controls

Over Financial Reporting

to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock

exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our

operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

In addition, the design of internal controls over financial reporting for the Company following the Business Combination has required

and will continue to require significant time and resources from our management and other personnel.

As a result, our management was

unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as

of December 31, 2023.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to

Section 215.02 of the SEC’s Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretations.

Plan to Remediate

Material Weaknesses in Internal Control Over Financial Reporting

We have taken certain steps,

such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement its internal

resources, to enhance its internal control environment and plans to take additional steps to remediate the material weaknesses.

we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take.

assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies

that led to our material weakness in internal control over financial reporting or that it will prevent or avoid potential future material

If we are not able to maintain

effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are discovered in future periods,

a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our

financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly

reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access commercial

lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse effects on our business,

reputation, results of operations, financial condition or liquidity.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form

10-K does not include an attestation report of the Company’s registered public accounting firm due to the Company’s status as an

EGC and is exempted from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal

Control over Financial Reporting

than the material weakness and remediation efforts described above, there were no changes in our internal control over financial

reporting during the fourth quarter that would have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting .

maintain disclosure controls and procedures (“Disclosure Controls”) within the meaning of Rules 13a-15(e) and 15d-15(e) of

the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

Our Disclosure Controls are designed to ensure that

information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form

10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms.

Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its

judgment in evaluating and implementing possible controls and procedures.

As of the end of the period covered by this Annual Report on Form 10-K,

we evaluated the effectiveness of the design and operation of our Disclosure Controls, which was done under the supervision and with the

participation of our management, including our Chief Executive Officer and our Chief Financial Officer.

Based on the evaluation of our

Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 29, 2024, our Disclosure

Controls were not effective due to material weaknesses in the Company’s internal control over financial reporting as disclosed below

in the remainder of this Item 9.

on Effectiveness of Controls and Procedures

9 unchanged sentences

in achieving its stated goals under all potential future conditions.

Report on Internal Controls Over Financial Reporting

is the responsibility of the Company’s management including our Chief Executive Officer and Chief Financial Officer to establish

and maintain adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Internal control

over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

has performed an assessment of the effectiveness of our internal control over financial reporting as of December 29, 2024 based upon criteria

set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that our internal control over financial reporting was ineffective as of December 29,

2024, because of the material weaknesses described below.

On September 30, 2024, we

completed the SunPower Acquisition.

As permitted by Securities and Exchange Commission guidance, we elected to exclude the SunPower Acquisition

representing total assets of approximately 93% of our consolidated total assets as of December 29, 2024, 77% of our consolidated revenues,

and 12% of our consolidated net loss from continuing operations before income taxes, for the year ended December 29, 2024, from our assessment

of internal control over financial reporting as of December 29, 2024.

There were no other acquisitions completed during 2024 that required

further consideration within our 2024 consolidated financial statements.

Material Weaknesses

connection with the preparation and audit of our financial statements for the year ended December 29, 2024, our management identified

material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim

financial statements would not be prevented or detected on a timely basis.

The material weaknesses are as follows:

Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk

assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities.

of the control deficiencies identified below constitute material weaknesses, either individually or in the aggregate.

The Company did not maintain an effective control environment and identified the following material weakness:

Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack

of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company’s

inability to properly analyze, record and disclose accounting matters timely and accurately.

control environment material weakness also contributed to the other material weaknesses identified below.

The Company did not design and implement an effective risk assessment and identified a material weakness relating

(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives,

and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

The Company did not design and implement effective control activities and identified the following material weakness:

● Ineffective

design and operation of certain control activities due to significant personnel changes throughout 2024.

Control deficiencies, which

aggregate to a material weakness, occurred within substantially all areas of financial reporting.

and Communication.

The Company did not design and implement effective information and communication activities and identified

the following material weaknesses:

Company did not design and maintain effective general information technology controls over logical access and program change management

for our key information systems used to support the financial reporting process.

Specifically, management did not maintain effective

controls to ensure proper segregation of duties related to user administration and other privileged access functions and in implementing

program changes in information systems.

Due to the pervasive nature of these deficiencies, business process controls that are dependent

upon information from these systems were also not effective.

Company did not have adequate processes and controls for communicating information among the accounting, finance, operations, and legal

departments, necessary to support the proper functioning of internal controls.

The Company did not design and implement effective monitoring activities and identified the following material weaknesses:

(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial

and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including

the monitoring of service providers’ control environments).

material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit

of the Company’s financial statements.

If we fail to adequately remediate these material weaknesses, there could be material misstatements

that may not be prevented or detected.

Plan and Status.

The Company is committed to remediating the material weaknesses identified above, fostering continuous improvement

in internal controls and enhancing its overall internal control environment.

Since identifying the above material weaknesses, the Company

has begun the process of implementing the remediation activities described below.

The Company believes that these activities, when fully

implemented, should remediate the identified material weaknesses and strengthen its internal control over financial reporting.

These remediation

efforts remain ongoing, and additional remediation initiatives may be necessary.

material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time

such that management can conclude, through testing, that the controls are operating effectively.

If not remediated, material weaknesses

or control deficiencies could result in material misstatements.

as management continues to monitor the effectiveness of our internal control over financial reporting, the Company will continue to perform

additional procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of

additional tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all

material respects.

The following planned remediation activities highlight the Company’s commitment to remediating the identified

material weaknesses:

finance and accounting professionals with the appropriate level of experience and training necessary to develop, maintain and improve

our accounting policies, procedures and internal controls, utilize third-party consultants and internal audit professionals to enhance

the control environment, and continue to hire other qualified finance and accounting professionals.

and continue to provide, training for employees regarding their responsibilities related to the performance or oversight of internal

the importance of communication between the operations, accounting, and legal departments regarding key terms of, and changes or modifications

to, customer, debt, equity, legal and other contracts by establishing controls requiring finance department approval of certain non-standard

terms and agreements.

the implementation of a process to reevaluate, revise and improve our Sarbanes-Oxley compliance program, including governance, risk assessment,

testing methodologies and corrective action.

The Company plans to enhance our risk assessment procedures and conduct a comprehensive

risk assessment.

and continue to develop, internal control documentation over financial processes and related disclosures.

The Company plans to continue

to design and implement control activities to mitigate risks identified and test the operating effectiveness of such controls.

If we are not able to maintain

effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are discovered in future periods,

a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our

financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly

reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access commercial

lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse effects on our business,

reputation, results of operations, financial condition or liquidity.

Attestation Report of Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm due to the

Company’s status as a non-accelerated filer and an EGC and is exempted from the auditor attestation requirement of Section 404(b)

of the Sarbanes-Oxley Act.

Changes in Internal

Control over Financial Reporting

than the material weaknesses and remediation efforts described above, there were no changes in our internal control over financial reporting

during the fourth quarter that have materially affected, would have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION

Insider Trading Policy

have adopted an Insider Trading Policy that applies to all directors, officers and employees, a copy of which is included as Exhibit 19.1

to this Annual Report.

Insider Trading Arrangements

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CORPORATE GOVERNANCE

Our directors and executive officers and their

ages as of January 31, 2024

Chris Lundell

Chief Executive Officer and Director

Brian Wuebbels

Chief Financial Officer

Executive Chairman

Devin Whatley (2)

Tidjane Thiam (1)

Our directors and their ages as of April 30, 2025

are set forth below.

Executive Chairman, CEO, Director

Adam Gishen (1)(3)

Chris Lundell

Lothar Maier (1)

Daniel McCranie (2)

Ronald Pasek (1)(3)

Tidjane Thiam (2)

Devin Whatley (2)

(1) Member of the Audit Committee.

1 unchanged sentence

(3) Member of the Nominating and Corporate Governance Committee.

Executive Officers

Chris Lundell

Chris Lundell is the Founder

of CMO Grow, a marketing consultancy firm.

Prior to that, he was the CMO at Vivint Solar, the President of the Americas at NEXThink, and

CMO and COO at Domo.

He holds an M.B.A.

from Brigham Young University.

Brian Wuebbels

Brian Wuebbels has served

as the Chief Financial Officer of Complete Solaria since February 2023.

From 2021 to 2022, Mr.

Wuebbels served as the President of Control

& Elevator at the Nidec Motor Corporation where he led a global team of executives in Sales, Marketing, Engineering and Operations.

From 2019 to 2021, Mr.

Wuebbels served as Chief Financial Officer and Head of Operations for Motion & Control.

(T.J.) Rodgers, 77, has served as the Chief Executive Officer of Complete Solaria

since April 2024 and as a member of the Complete Solaria Board of Directors since November 2022 and as Executive Chairman

since June 2023.

Rodgers founded Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer

from 1982 to 2016.

Wuebbels served as Chief Financial Officer and Head of Operations for GCL, a solar power company.

From 2010 to 2016, Mr.

served as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer at SunEdison.

From 2003 to 2007, Mr.

Wuebbels served as a finance executive at Honeywell.

From 1993 to 2003, Mr.

Wuebbels served in various roles at General Electric.

Wuebbels holds an M.B.A.

from the University of Southern California and a Bachelor of Science in mechanical engineering from University

of Illinois Urbana-Champaign.

Non-Employee Directors

(T.J.) Rodgers

has served as a member of the Complete Solaria Board since November 2022 and as Executive Chairman since June 2023.

Rodgers founded

Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer from 1982 to 2016.

Rodgers currently serves on

the boards of other energy-related companies:

including Enovix, Enphase Energy Inc.

(energy and storage technologies), and FTC Solar (single-axis

tracking for solar).

Rodgers currently serves on the boards of other energy-related companies:

including Enovix and Enphase

(energy and storage technologies).

From 2004 to 2012, he served as a member of Dartmouth’s board of trustees.

Rodgers was a Sloan scholar

at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and Chemistry.

He won the Townsend Prize and

the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his class.

Rodgers holds a master’s degree

in Electrical Engineering from Stanford University, where he attended on a Hertz fellowship.

Devin Whatley

Devin Whatley has served as

a member of the Complete Solaria Board since November 2022.

Since 2010, Mr.

Whatley has served as the Managing Partner at the Ecosystem

Integrity Fund.

Whatley serves as a member of the board of directors of several private companies focused on renewable energy.

Whatley was a CFA Charterholder and holds a B.A.

in East Asian Studies with a Business Emphasis from the University of California, Los

Angeles and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Tidjane Thiam

Thiam served as a member

of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in July 2023.

appointed Chairman of Rwanda Finance Limited.

He also serves as a Director and Chair of the Audit Committee of Kering S.A., the French

luxury group.

Thiam is also a Special Envoy on Covid 19 for the African Union.

From 2015 to 2020, Mr.

Thiam was Chief Executive Officer

of Credit Suisse Group AG.

From 2014 to 2019, Mr.

Thiam was a Director of 21st Century Fox and served on its Nominating and Corporate

Governance Committee.

Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive

from 2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009.

Thiam holds an M.B.A.

and graduated from École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in Paris in

Gishen served as FACT’s

Chief Executive Officer from February until the Business Combination in July 2023, and served as one of FACT’s initial board observers.

From 2015 to 2020, Mr.

Gishen served in several senior roles at Credit Suisse Group AG, including Global Head of Investor Relations, Corporate

Communications and Marketing and Branding.

Prior to 2015, Mr.

Gishen was a partner at Ondra Partners, a financial advisory firm and previous

to this worked as a Managing Director at Nomura and at Lehman Brothers in the area of equity capital markets.

Gishen graduated from

the University of Leeds.

Ronald Pasek has served as

a member of the Complete Solaria Board since February 2023.

Since 2015, Mr.

Pasek has served as the chairman of the board of directors

of Spectra7 Microsystems Inc., a Canadian publicly-traded consumer connectivity company.

From 2016 to 2020, Mr.

Pasek was Chief Financial

Officer of NetApp.

From 2009 until its acquisition by Intel in December 2015, Mr.

Pasek served as Senior Vice President, Finance and Chief

Financial Officer of Altera Corporation, a worldwide provider of programmable logic devices.

Pasek was previously employed by Sun

Microsystems, in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide

manufacturing and U.S.

field finance.

Pasek holds a B.S.

degree from San Jose State University and an M.B.A.

degree from Santa Clara

Alvarez has served

as a member of the Complete Solaria Board since November 2022.

Alvarez served as the President of Complete Solaria since the merger

of Complete Solar and Solaria in November 2022 until March 2023.

Rodgers was a Sloan scholar at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and

He won the Townsend Prize and the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his

Rodgers holds a master’s degree and a Ph.D.

in Electrical Engineering from Stanford University, where he

attended on a Hertz fellowship.

Alvarez, 69, has served as a member of the Complete Solaria Board of Directors

since November 2022.

Alvarez served as the President of Complete Solaria since the merger of Complete Solar and

Solaria in November 2022 until March 2023.

From 2020 to 2022, Mr.

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Prior to 2020, Mr.

Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced Analogic Technologies,

Leadis Technology and Cypress Semiconductor.

Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced

Analogic Technologies, Leadis Technology and Cypress Semiconductor.

Currently, Mr.

Alvarez serves on the board of directors of NexGen Power Systems and previously

served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity Sensors.

Alvarez serves on the board of directors of

NexGen Power Systems and previously served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity

Alvarez holds a B.S.

in Electrical Engineering from the Georgia Institute of Technology.

Anderson served

as the Chief Executive Officer of Complete Solaria from November 2022 to December 2023.

From 2010 to 2022, he served as the Chief Executive

Officer of Complete Solar.

From 2007 to 2009, Mr.

Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting

automobile dealerships and credit unions in order to offer point of sale automobile loans to car buyers.

Anderson, 49, served as the Chief Executive Officer of Complete Solaria from

November 2022 to December 2023.

From 2010 to 2022, he served as the Chief Executive Officer of Complete Solar.

Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and

credit unions in order to offer point of sale automobile loans to car buyers.

From 2009 to 2010, Mr.

served as Partner at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors.

Anderson served as Partner

at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors.

Anderson holds a

in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A.

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School of Business.

Role of Board in Risk Oversight

One of the key functions of

the Complete Solaria Board is the informed oversight of Complete Solaria’s risk management process.

The Complete Solaria Board does

not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through

the Complete Solaria Board as a whole, as well as through various standing committees of the Complete Solaria Board that address risks

inherent in their respective areas of oversight.

In particular, the Complete Solaria Board is responsible for monitoring and assessing

strategic risk exposure and Complete Solaria’s audit committee is responsible for considering and discussing Complete Solaria’s

major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and

policies to govern the process by which risk assessment and management is undertaken.

The audit committee monitors compliance with legal

and regulatory requirements.

Complete Solaria’s compensation committee assesses and monitors whether Complete Solaria’s compensation

plans, policies and programs comply with applicable legal and regulatory requirements.

Adam Gishen .

Adam Gishen, 50,

served as FACT’s Chief Executive Officer from February until the Business Combination in July 2023, and served as one of

FACT’s initial board observers.

From 2015 to 2020, Mr.

Gishen served in several senior roles at Credit Suisse Group AG,

including Global Head of Investor Relations, Corporate Communications and Marketing and Branding.

Prior to 2015, Mr.

a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director at Nomura and at Lehman

Brothers in the area of equity capital markets.

Gishen graduated from the University of Leeds.

Chris Lundell .

Lundell, 64, has served as a member of the Complete Solaria Board of Directors since November 2023.

served as the Chief Executive Officer of Complete Solaria from December 2023 to April 2024.

Lundell is the

Founder of CMO Grow, a marketing consultancy firm.

Prior to that, he was the CMO at Vivint Solar, the President of the Americas at

NEXThink, and CMO and COO at Domo.

He holds an M.B.A.

from Brigham Young University.

Lothar Maier .

Maier, 70, has served as a member of the Complete Solaria Board of Directors since November 2024.

Maier served as

director of FormFactor Inc, from November 2006 to May 2024.

Maier served as the Chief Executive Officer and a

member of the Board of Directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, from

January 2005 to March 2017.

Prior to that, he served as Linear Technology’s Chief Operating Officer from

April 1999 to December 2004.

Before joining Linear Technology, Mr.

Maier held various management positions at Cypress

Semiconductor Corporation, a provider of high-performance, mixed-signal, programmable solutions, from July 1983 to

March 1999, including as Senior Vice President and Executive Vice President of Worldwide Operations.

Maier holds a

in chemical engineering from the University of California at Berkeley.

Daniel McCranie.

McCranie, 81, has served as a member of the Complete Solaria Board of Directors since January 2025.

After his early career in semiconductor

McCranie became the executive vice president of sales & marketing for Harris Corporation, a technology

company, and the chief executive officer of SEEQ Technology, a semiconductor company, and Virage Logic Corporation, a semiconductor company.

From 1994 to 2001, he joined Cypress Semiconductor Corporation, a semiconductor company, as executive vice president of sales &

He has held 10 board positions in the semiconductor and technology, including having served on the board of Cypress Semiconductor

Corporation, from June 2017 to May 2019, ON Semiconductor Corporation, a semiconductor company, from 2001 to 2018, and

Enovix Corporation from December 202 1 until January 2023.

From 2012 to 2017,

he served on the board of Mentor Graphics, an electric design automation company.

He holds a B.S.

in Electrical Engineering from

Virginia Polytechnic Institute.

We believe that Mr.

McCranie is qualified to serve on our Board of Directors based

on his public company board experience and his industry expertise.

Ronald Pasek .

Pasek, 64, has served as a member of the Complete Solaria Board of Directors since February 2023.

Pasek has served as the chairman of the board of directors of Spectra7 Microsystems Inc., a Canadian publicly-traded

consumer connectivity company.

From 2016 to 2020, Mr.

Pasek was Chief Financial Officer of NetApp.

From 2009 until its

acquisition by Intel in December 2015, Mr.

Pasek served as Senior Vice President, Finance and Chief Financial Officer of

Altera Corporation, a worldwide provider of programmable logic devices.

Pasek was previously employed by Sun Microsystems,

in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide

manufacturing and U.S.

field finance.

Pasek holds a B.S.

degree from San Jose State University and an M.B.A.

from Santa Clara University.

Tidjane Thiam .

Tidjane Thiam, 63,

served as a member of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in

Thiam was appointed Chairman of Rwanda Finance Limited.

He also serves as a Director and Chair of

the Audit Committee of Kering S.A., the French luxury group.

Thiam is also a Special Envoy on Covid 19 for the African

From 2015 to 2020, Mr.

Thiam was Chief Executive Officer of Credit Suisse Group AG.

From 2014 to 2019,

Thiam was a Director of 21 st Century Fox and served on its Nominating and Corporate Governance Committee.

Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive from

2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009.

Thiam holds an M.B.A.

INSEAD and graduated from École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in

Paris in 1984.

Devin Whatley .

Whatley, 56, has served as a member of the Complete Solaria Board of Directors since November 2022.

Whatley has served as the Managing Partner at the Ecosystem Integrity Fund.

Whatley serves as a member of the

board of directors of several private companies focused on renewable energy.

Whatley was a CFA Charterholder and holds a

in East Asian Studies with a Business Emphasis from the University of California, Los Angeles and an M.B.A.

from the Wharton

School at the University of Pennsylvania.

Executive Officers

Our executive officers and their ages as of April

30, 2025 are set forth below.

Chief Executive Officer and Director

Chief Financial Officer

Biographical information for Mr.

is included with the director biographies above.

Daniel Foley .

Foley, 48, has served as the Chief Financial Officer of Complete Solaria since June 2024.

From June 2021 to December 2023,

Foley served as the Chief Financial Officer for Common Citizen.

From April 2021 to June 2021, Mr.

as the Senior Vice President and Treasurer for TerrAscend.

From January 2018 to April 2021, Mr.

Foley served as the Vice

President of Corporate Finance, Treasury & Investor Relations at Curaleaf.

Prior to that, Mr.

Foley held senior positions

in Corporate Finance and Investor Relations for Station Casinos and MGM MIRAGE.

Previous experience includes working as an Investment

Analyst at Wall Street Associates and as Vice President of Finance at New Cotai Holdings.

Foley began his career as a Senior Associate

in Gaming, Lodging & Leisure Equity Research at Bear Stearns.

Foley brings over 25 years of capital markets and

finance experience to Complete Solaria, as well as a track record of driving strong financial results, instilling financial and operational

discipline, and demonstrating inspirational leadership.

Foley holds an M.B.A.

from the University of Southern California and

a Bachelor of Science in economics from the University of Utah.

Director Independence

As required under Nasdaq listing standards, a

majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined

by the Board of Directors.

In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed

company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee be “independent.”

Based on information provided by each director

concerning her or his background, employment and affiliations, the Board of Directors affirmatively determined that none of our directors — other

than Thurman J.

Rodgers, Antonio Alvarez, William Anderson, and Chris Lundell — has any relationships that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Messrs.

Maier, Pasek, McCranie, Thiam and Whatley, representing a majority of Complete Solaria’s incumbent directors, is “independent”

as that term is defined under the Nasdaq listing standards.

There are no family relationships among any of

our directors or executive officers.

Role of the Board of Directors in Risk Oversight

One of the key functions of the Board of Directors

is the informed oversight of Complete Solaria’s risk management process.

The Board of Directors does not anticipate having a standing

risk management committee, but rather anticipates administering this oversight function directly through the Board of Directors as a whole,

as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight.

In particular, the Board of Directors is responsible for monitoring and assessing strategic risk exposure, and Complete Solaria’s

Audit Committee is responsible for considering and discussing Complete Solaria’s major financial risk exposures and the steps its

management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment

and management is undertaken.

The Audit Committee monitors compliance with legal and regulatory requirements.

The Compensation Committee

assesses and monitors whether Complete Solaria’s compensation plans, policies and programs comply with applicable legal and regulatory

requirements.

Board Committees

Upon the Closing of the Business

Combination, our Board formed an audit committee, a compensation committee, and a nominating and corporate governance committee.

Solaria Board may from time to time establish other committees.

Complete Solaria’s Chief

Executive Officer and other executive officers will regularly report to the non-executive directors and each standing committee to ensure

effective and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

Our Board of Directors has formed an Audit Committee,

Compensation Committee, and Nominating and Corporate Governance Committee.

The Board of Directors may from time to time establish other

Our Chief Executive Officer, Chief Financial Officer

and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient

oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

The audit committee consists

of Ronald Pasek, who serves as the chairperson, Adam Gishen and Tidjane Thiam.

Each member of the audit committee qualifies as an independent

director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

Pasek qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses

the requisite financial expertise required under the applicable requirements of Nasdaq.

The responsibilities of the

audit committee include, among other things:

the board of directors oversee corporate accounting and financial reporting processes;

the selection, engagement and qualifications of a qualified firm to serve as the independent registered public accounting firm to audit

Complete Solaria’s financial statements;

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent

accountants, Complete Solaria’s interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

policies on financial risk assessment and financial risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually, that describes Complete Solaria’s

internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required

by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public

accounting firm.

The Complete Solaria Board adopted a written charter

of the audit committee which is available on Complete Solaria’s website, https://www.completesolaria.com.

The Audit Committee consists of Ronald Pasek,

who serves as the chairperson, Adam Gishen and Lothar Maier.

Each member of the Audit Committee qualifies as an independent director under

the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

of Directors has determined that Ronald Pasek qualifies as an “audit committee financial expert” as such term is defined in

Item 407(d)(5) of Regulation S-K and possesses the requisite financial expertise required under the applicable requirements

As discussed above, our Board of Directors has also determined that Ronald Pasek is an independent director.

The responsibilities of the Audit Committee include,

among other things:

● helping the Board of Directors oversee corporate accounting

and financial reporting processes;

● managing the selection, engagement and qualifications of a

qualified firm to serve as the independent registered public accounting firm to audit Complete Solaria’s financial statements;

● helping to ensure the independence and performance of the

independent registered public accounting firm;

● discussing the scope and results of the audit with the independent

registered public accounting firm, and reviewing, with management and the independent accountants, Complete Solaria’s interim and

year-end operating results;

● developing procedures for employees to submit concerns anonymously

about questionable accounting or audit matters;

● reviewing policies on financial risk assessment and financial

risk management;

● reviewing related party transactions;

● obtaining and reviewing a report by the independent registered

public accounting firm at least annually, that describes Complete Solaria’s internal quality-control procedures, any material issues

with such procedures, and any steps taken to deal with such issues when required by applicable law;

● approving (or, as permitted, pre-approving) all audit and

all permissible non-audit service to be performed by the independent registered public accounting firm.

The Board of Directors adopted a written charter

of the Audit Committee which is available on Complete Solaria’s website.

Compensation Committee

The Compensation

Committee consists of Antonio R.

Alvarez, who serves as the chairperson, Ronald Pasek and Devin Whatley.

Each committee member a

“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Alvarez is not an

independent director, Section 5605(d)(2)(B) of the Nasdaq listing standards nonetheless permits the appointment of a non-independent

director to the compensation committee if the board of directors, under exceptional and limited circumstances, determines that the

non-independent director’s membership is required by the best interests of the company and its stockholders.

Alvarez’s extensive experience with Complete Solaria and familiarity with the industry, the Complete Solaria Board concluded

Alvarez’s appointment to, and membership on, the compensation committee was in the best interests of Complete Solaria

The Compensation Committee consists of Daniel

McCranie, who serves as the chairperson, Devin Whatley and Tidjane Thiam.

The Board of Directors has determined that each current member

of the Compensation Committee is independent.

The Board of Directors has also determined that each current committee member and a former

member of the Compensation Committee — Antonio R.

Alvarez — is a “non-employee director”

as defined in Rule 16b-3 promulgated under the Exchange Act.

Alvarez resigned from the Compensation Committee during

Alvarez is not an independent director, Section 5605(d)(2)(B) of the Nasdaq listing standards

nonetheless permitted the appointment of a non-independent director to the compensation committee if the board of directors, under exceptional

and limited circumstances, determines that the non-independent director’s membership is required by the best interests of the Company

and its stockholders.

Alvarez’s extensive experience with Complete Solaria and familiarity with the industry,

the Board of Directors previously concluded that Mr.

Alvarez’s appointment to, and membership on, the Compensation Committee

Alvarez’s resignation from the Compensation Committee was in the best interests of Complete Solaria and its stockholders.

Further, a majority of the members of the Compensation Committee are independent directors.

permitted to serve on the Compensation Committee for a maximum of two years.

The responsibilities of the Compensation Committee

and approving, or recommending that the Complete Solaria Board approve, the compensation of Complete Solaria’s executive officers

and senior management;

and recommending to the Complete Solaria Board the compensation of Complete Solaria’s directors;

and approving, or recommending that the Complete Solaria Board approve, the terms of compensatory arrangements with Complete Solaria’s

● administering

Complete Solaria’s stock and equity incentive plans;

independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation

approving, amending and terminating, or recommending that the Complete Solaria Board approve, amend or terminate, incentive compensation

and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for Complete Solaria’s

executive officers and other senior management, as appropriate;

and establishing general policies relating to compensation and benefits of Complete Solaria’s employees;

Complete Solaria’s overall compensation.

The Complete Solaria Board adopted a written charter

● reviewing and approving, or recommending that the Board of

Directors approve, the compensation of Complete Solaria’s executive officers and senior management;

● reviewing and recommending to the Board of Directors the compensation

of Complete Solaria’s directors;

● reviewing and approving, or recommending that the Board of

Directors approve, the terms of compensatory arrangements with Complete Solaria’s executive;

● administering Complete Solaria’s stock and equity incentive

● selecting independent compensation consultants and assessing

whether there are any conflicts of interest with any of the committee’s compensation advisors;

● reviewing, approving, amending and terminating, or recommending

that the Board of Directors approve, amend or terminate, incentive compensation and equity plans, severance agreements, change-of-control

protections and any other compensatory arrangements for Complete Solaria’s executive officers and other senior management, as appropriate;

● reviewing and establishing general policies relating to compensation

and benefits of Complete Solaria’s employees;

● reviewing Complete Solaria’s overall compensation.

The Board of Directors adopted a written charter

for the Compensation Committee which is available on Complete Solaria’s website.

Nominating and Corporate Governance Committee

The nominating and corporate

governance committee consists of Thurman J.

Rodgers, who serves as the chairperson, and Adam Gishen.

The responsibilities of the nominating

and corporate governance committee are:

● identifying,

evaluating and selecting, or recommending that the Complete Solaria Board approve, nominees for election to the Complete Solaria Board;

the performance of the Complete Solaria Board and of individual directors;

the adequacy of Complete Solaria’s corporate governance practices and reporting;

management succession plans;

and making recommendations to the Complete Solaria Board regarding corporate governance guidelines and matters.

The Nominating and Corporate Governance Committee

consists of Ronald Pasek, who serves as the chairperson, and Adam Gishen.

The responsibilities of the Nominating and Corporate Governance

Committee are:

● identifying, evaluating and selecting, or recommending that

the Board of Directors approve, nominees for election to the Board of Directors;

● evaluating the performance of the Board of Directors and of

individual directors;

● evaluating the adequacy of Complete Solaria’s corporate

governance practices and reporting;

● reviewing management succession plans;

● developing and making recommendations to the Board of Directors

regarding corporate governance guidelines and matters.

The Board of Directors adopted a written charter

of the Nominating and Corporate Governance Committee which is available on Complete Solaria’s website.

The Nominating and Corporate Governance Committee

evaluates all candidates for director thoroughly, whether they are recommended by the management team, stockholders or third parties,

in accordance with the needs of the Board of Directors and the qualifications of the candidate.

Code of Ethical Business Conduct

Complete Solaria has adopted

a code of ethical business conduct that applies to all of its directors, officers and employees, including its principal executive officer,

principal financial officer and principal accounting officer, which was by Complete Solaria at the closing and is available on Complete

Solaria’s website.

Complete Solaria’s code of business conduct is a “code of ethics,” as defined in Item 406(b)

of Regulation S-K.

Complete Solaria will make any legally required disclosures regarding amendments to, or waivers of, provisions of its

code of ethics on its internet website.

Complete Solaria has adopted a code of ethical

business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial

officer and principal accounting officer, and is available on Complete Solaria’s website at https://investors.completesolar.com/corporate-governance.

Complete Solaria’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

If we grant any waiver from a provision of the code of ethical business conduct to any executive officer or director, we will disclose

it on our website.

Compensation Committee Interlocks and Insider

Participation

No member of the compensation

committee was at any time during 2023, or at any other time, one of Complete Solaria’s officers or employees, except Mr.

who served as Complete Solaria’s president until March 2023.

None of Complete Solaria’s executive officers has served as a

director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive

officers served as a director of our board of directors or member of the compensation committee.

Independence of the

Board of Directors

Nasdaq rules generally require that independent directors must comprise a majority of a

listed company’s board of directors.

Based upon information requested from and provided by each proposed director concerning

his or her background, employment and affiliations, including family relationships, we have determined that Messrs.

Whatley, Thiam, Gishen and Pasek, representing a majority of Complete Solaria’s proposed directors, are

“independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements

and rules of Nasdaq.

No member of the Compensation Committee was at

any time during 2024, or at any other time, one of Complete Solaria’s officers or employees, except Mr.

Alvarez who served

as Complete Solaria’s president until March 2023.

None of Complete Solaria’s executive officers has served as a director

or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers

served as a director of our Board of Directors or member of the Compensation Committee.

Insider Trading Policy

We have adopted an insider trading policy that

applies to all of our directors and to certain of our employees and consultants.

This policy prohibits engaging in short sales, transactions

in put or call options, hedging transactions, or other inherently speculative transactions with respect to our securities or derivative

securities at any time.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws,

rules and regulations, as well as applicable Nasdaq listing standards.

A copy of our insider trading policy is included as Exhibit 19.1

to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

to Section 16 of the Exchange Act, executive officers, directors, and holders of more than 10% of the Complete Solaria’s common

stock are required to file reports of their trading in Complete Solaria equity securities with the SEC.

Based solely on a review of the

copies of such reports filed with the SEC during with respect to the last fiscal year, and written representations from certain reporting

persons that no other filings were required, Complete Solaria believes that all filings required to be made by its reporting persons complied

with all applicable Section 16 filing requirements during fiscal year 2023.

Based solely on our review of such forms furnished

to the Company and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were timely made during fiscal 2024, with the exception of the following late

Rodgers was late filing Form 4s relating to the issuance of the First SAFE (as defined below), the

issuance of the Second SAFE (as defined below), the amendment of the First SAFE and Second SAFE and related issuance of the Amendment

Shares (as defined below), the issuance of the Rodgers Group SAFE, and the sale and issuance of the July 2024 Notes (as defined below);

(2) Tidjane Thiam was late filing a Form 4 relating to the sale of shares by him on December 17, 2025;

(3) William Anderson

was late filing Forms 4 in connection with the exercise of the restricted stock unit originally issued to him on August 30, 2024 and with

respect to stock option awards granted to him on February 1, 2024 and April 10, 2024;

(4) Chris Lundell was late filing a Form 4 in connection

with the issuance of a stock option award granted on April 29, 2024;

and (5) Daniel Foley was late filing a Form 4 in connection with

the issuance of a stock option award granted on June 11, 2024.

EXECUTIVE COMPENSATION

4 unchanged sentences

Executive Officers and Director Compensation

No FACT executive officers or directors

received any cash compensation for services rendered to FACT.

FACT paid its sponsor or an affiliate thereof up to $10,000 per month for

office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses

and obligations of our sponsor.

Executive officers and directors, or any of their respective affiliates were reimbursed for any out-of-pocket

expenses incurred in connection with activities on FACT’s behalf such as identifying potential target businesses and performing

due diligence on suitable business combinations.

No FACT executive officers or directors received

any cash compensation for services rendered to FACT prior to the Business Combination.

FACT paid its sponsor or an affiliate thereof

up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management

team and other expenses and obligations of our sponsor.

Executive officers and directors, or any of their respective affiliates were reimbursed

for any out-of-pocket expenses incurred in connection with activities on FACT’s behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Complete Solaria

Complete Solaria has opted to comply with

the executive compensation disclosure rules applicable to emerging growth companies, as FACT is an emerging growth company.

down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated

under the Securities Act, which require compensation disclosure for Complete Solaria’s principal executive officer and its two most

highly compensated executive officers other than the principal executive officer whose total compensation for 2023 exceeded $100,000 and

who were serving as executive officers as of December 31, 2023.

Complete Solaria refers to these individuals as “named executive

officers.” For 2023, Complete Solaria’s named executive officers were:

Lundell, Complete Solaria’s Chief Executive Officer

Wuebbels, Complete Solaria’s Chief Financial Officer

Anderson, Complete Solaria’s former Chief Executive Officer;

Alvarez, Complete Solaria’s former President;

Desai, Complete Solaria’s former President & General Manager, Business Units;

Ozcelik, Complete Solaria’s former Chief Executive Officer.

As previously reported on Complete Solaria’s

Current Report on Form 8-K filed with the SEC on November 16, 2023, Taner Ozcelik was appointed as the Company’s Chief Executive

Officer, effective November 20, 2023.

However, as previously reported on Complete Solaria’s Current Report on Form 8-K filed with

the SEC on November 28, 2023, Mr.

Ozcelik and the Company agreed on November 21, 2023 that he would not continue as the Company’s

Chief Executive Officer due to personal reasons.

Ozcelik did not receive any compensation as Chief Executive Officer.

Complete Solaria believes its compensation

program should promote the success of the company and align executive incentives with the long-term interests of its stockholders.

Solaria’s current compensation programs reflect its startup origins in that they consist primarily of salary and stock option awards.

As Complete Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as

circumstances require.

Complete Solaria has opted to comply with the

executive compensation disclosure rules applicable to emerging growth companies.

The scaled down disclosure rules are those applicable

to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933,

as amended (the “ Securities Act ”), which require compensation disclosure for all individuals serving as Complete

Solaria’s principal executive officer during 2024, the two most highly compensated executive officers of Complete Solaria, other

than the principal executive officer, whose total compensation for 2024 exceeded $100,000 and who were serving as executive officers as

of December 29, 2024, and up to two additional individuals for whom disclosure under the applicable rules would have been provided

but for the fact that such individuals were not serving as executive officers at the end of 2024.

Complete Solaria refers to these individuals

as “named executive officers.” For 2024, Complete Solaria’s named executive officers were:

(T.J.) Rodgers, Complete Solaria’s Chief

Executive Officer and Executive Chairman;

● Chris Lundell, Complete Solaria’s former Chief Executive

● Daniel Foley, Complete Solaria’s Chief Financial Officer;

● Brian Wuebbels, Complete Solaria’s former Chief Financial

Officer and former Chief Operations Officer.

Complete Solaria believes its compensation program

should promote the success of the Company and align executive incentives with the long-term interests of its stockholders.

Complete Solaria’s

current compensation programs reflect its startup origins in that they consist primarily of salary and equity-based awards.

Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as circumstances

During 2024, Mr.

Rodgers did not receive

any separate compensation in his role as our Chief Executive Officer.

Summary Compensation Table

The following table shows information regarding

the compensation of Complete Solaria’s named executive officers for services performed in the year ended December 31, 2023.

the compensation of Complete Solaria’s named executive officers for services performed in the fiscal year ended December 29,

2024 and in the fiscal year ended December 31, 2023.

Name and Principal Position

Chris Lundell

Option Awards (1)

All Other Compensation

(T.J.) Rodgers

Chief Executive Officer

Brian Wuebbels

$ 474,761 (4)

Chief Financial Officer

Name and Principal Position

Chris Lundell

$ 152,876 (5)

Former Chief Executive Officer (2)

Former President (3)

Vikas Desai (4)

Former President & General Manager, Business Units

(1) Amounts reported in this column do not reflect the amounts actually received

by Complete Solaria’s named executive officers.

Instead, these amounts reflect the aggregate grant-date fair value of awards granted

to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based Compensation .

See Note 16 to Complete

Solar’s audited financial statements and Note 13 to Solaria’s audited consolidated financial statements included elsewhere

in this prospectus for discussion of assumptions made in determining the grant date fair value of its equity awards.

As required by SEC

rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

The shares underlying

these options vest in 48 equal monthly installments, subject to the named executive officer’s continued service at each vesting

Anderson stepped down as the Chief Executive Officer in December 2023.

Alvarez left the company in March 2023.

Desai left the Company in October 2023.

Brian Wuebbels

$ 280,732 (6)

Former Chief Financial Officer and former Chief Operation Officer (3)

(1) Amounts reported in this column do not reflect the amounts

actually received by Complete Solaria’s named executive officers.

Instead, these amounts reflect the aggregate grant-date fair

value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based

Compensation .

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to

service-based vesting conditions.

Unless otherwise noted in the footnotes below, the shares underlying these options vest in 48 equal

monthly installments, subject to the named executive officer’s continued service at each vesting date.

Lundell stepped down as the Chief Executive Officer

in April 2024.

Wuebbels stepped down as the Chief Financial Officer

in April 2024.

Wuebbels stepped down as Chief Operations Officer effective as of August 16, 2024.

(4) 20% of the total shares underlying this option award vests

on July 1, 2025, with the remaining 80% of the shares underlying the option award vesting in 48 equal monthly installments thereafter.

(5) Consists of two awards:

(a) 94,452 shares underlying

the option granted on December 3, 2024 vested on May 19, 2024;

and (b) of the remaining shares, 1/60 th of such

shares started vesting monthly beginning on June 19, 2024 and vest through May 19, 2029.

(6) 32.7% of the shares vested on August 16, 2024, and the

remaining shares were forfeited.

Outstanding Equity Awards at December 29,

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the outstanding option awards held by each of the named executive officers as of December 29, 2024:

Grant Date (1)

Unexercisable

(T.J.) Rodgers

Chris Lundell

3,000,000 (4)

Brian Wuebbels

(1) All option awards were granted pursuant to the Complete Solaria’s

2023 Incentive Equity Plan (the “2023 Plan”) Complete Solaria’s 2022 Stock Plan (the “2022 Plan”), Complete

Solaria’s 2011 Stock Plan (the “2011 Plan”), Complete Solaria’s 2016 Stock Plan (the “2016 Plan”)

and Complete Solaria’s 2006 Stock Plan (the “2006 Plan”).

As is described in greater detail below in the “Employee

Benefit Plans” section, the 2016 Plan and 2006 Plan were assumed by Complete Solaria from Solaria in connection with the Complete

Solar and Solaria Merger.

total shares underlying the option award vest in 36 equal monthly installments, subject to the named executive officer’s continued

service at each vesting date.

total shares underlying the option award vest in 60 equal monthly installments, subject to the named executive officer’s continued

service at each vesting date.

of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/60 th

of the total shares underlying the option award vest in 60 equal monthly installments.

(1) All option awards were granted pursuant to the 2023 Plan.

(2) 100% of the total shares underlying the option award vested

on the one-year anniversary of the grant date.

(3) 20% of the total shares underlying the option award vest

on 7/1/2025, thereafter the remaining 80% of shares underlying the option award vest in 48 equal monthly installments.

(4) 100% of the total shares underlying the option award vested

on 5/19/2024.

(5) 1/60 th of the total shares underlying the

option award vest in 60 equal monthly installments, beginning 6/19/2024.

(6) Reflects portion of award remaining after the cancellation

of the award with respect to 504,385 shares on August 16, 2024.

(7) Reflects portion of award remaining after the cancellation

of the award with respect to 265,725 shares on September 9, 2024.

Employment Arrangements with Named Executive

Each of Complete

Solaria’s named executive officers is an at-will employee.

Each officer is currently party to an employment agreement setting

forth their terms of employment.

The employment agreements with each named executive officer provides that if such officer’s

employment is terminated for any reason other than cause (as defined in the employment agreement), death or disability, or if such

officer resigns for good reason (as defined in the employment agreement), and provided that in either case such termination

constitutes a separation from service (as defined in the employment agreement) and the separation is not on or within 12 months

following a change of control, then subject to such officer executing a release agreement in Complete Solaria’s favor, and

continuing to comply with all of his obligations to Complete Solaria and its affiliates, he will receive the following benefits:

payment of such officer’s earned but unpaid base salary;

(b) payment of such officer of any unpaid bonus, with respect to the

fiscal year immediately preceding the fiscal year in which such termination or such resignation occurs;

of any vested benefits to which he may be entitled under any applicable plans and programs of the Company;

(d) a severance payment

equal to six months of such officer’s then base salary plus a pro rata portion of such officer’s bonus with respect to

the fiscal year in which such termination or such resignation occurs;

(e) if such officer timely and properly elects to continue

group health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985(“COBRA”), payment of such

officer’s COBRA premium expenses until the earliest of (i) the six-month anniversary of the termination date;

(ii) the date

such officer is no longer eligible to receive COBRA continuation coverage;

and (iii) the date on which such officer becomes eligible

to receive substantially similar coverage from another employer;

and (f) the applicable post-termination exercised period for any

vested options will extend to the earlier of (i) the six-month anniversary of the termination date, (ii) the expiration date of the

option or (iii) earlier termination upon a corporate transaction.

In addition, the employment

agreements with each named executive officer provide that if such officer’s employment is terminated for any reason other than cause

(as defined in the employment agreement), death or disability, or if such officer resigns for good reason (as defined in the employment

agreement), and provided that in either case such termination constitutes a separation from service (as defined in the employment agreement)

and the separation is on or within 12 months following a change of control, then subject to such officer executing a release agreement

in Complete Solaria’s favor, and continuing to comply with all of his obligations to Complete Solaria and its affiliates, he will

receive the following benefits:

(a) payment of such officer’s earned but unpaid base salary;

(b) payment of such officer of any

unpaid bonus, with respect to the fiscal year immediately preceding the fiscal year in which such termination or such resignation occurs;

(c) payment to such officer of any vested benefits to which he may be entitled under any applicable plans and programs of the Company;

(d) a severance payment equal to 12 months of such officer’s then base salary plus a pro rata portion of such officer’s bonus

with respect to the fiscal year in which such termination or such resignation occurs;

(e) if such officer timely and properly elects to

continue group health care coverage under COBRA, payment of such officer’s COBRA premium expenses until the earliest of (i) the

12-month anniversary of the termination date;

(ii) the date such officer is no longer eligible to receive COBRA continuation coverage;

and (iii) the date on which such officer becomes eligible to receive substantially similar coverage from another employer;

(f) the applicable

post-termination exercised period for any vested options will extend to the earlier of (i) the 12-month anniversary of the termination

date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate transaction;

and (g) acceleration of 50% of

such officer’s remaining unvested outstanding stock options subject to time-based vesting.

Base salaries are intended to provide

a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components

Each of Complete Solaria’s named executive

officers is or was an at-will employee.

Rodgers is not currently a party to any

employment agreement or other understanding with respect to compensation as our Chief Executive Officer.

Rodgers did not receive

separate compensation in his role as Chief Executive Officer during 2024.

On Jun 7, 2024, we entered into an executive employment

agreement with Mr.

Foley, which became effective on July 1, 2024 (the “ Foley Agreement ”).

to the Foley Agreement.

Foley is entitled to a base salary of $275,000 per year, and he will be eligible for an annual bonus

of 50% of his gross salary.

Foley also received an option to purchase 500,000 shares of our common stock, subject to a five-year

vesting schedule.

The Foley Agreement also provides that if Mr.

Foley’s employment is terminated for any reason other than

cause (as defined in the Foley Agreement), death or disability, or if he resigns for good reason (as defined in the Foley Agreement),

and provided that in either case such termination constitutes a separation from service (as defined in the Foley Agreement), then subject

Foley executing a release agreement in Complete Solaria’s favor, and continuing to comply with all of his obligations

to Complete Solaria and its affiliates, he will receive the following benefits:

(a) payment of Mr.

Foley’s earned but

unpaid base salary;

(b) payment of such officer of any unpaid bonus, with respect to the fiscal year immediately preceding the fiscal

year in which such termination or such resignation occurs;

applicable plans and programs of the Company;

(d) a severance payment equal to six months of Mr.

Foley’s then base

salary plus a pro rata portion of Mr.

Foley bonus with respect to the fiscal year in which such termination or such resignation occurs.

Chris Lundell

On December 7, 2023, we entered into an executive

employment with Chris Lundell to serve as our Chief Executive Officer (the “ Lundell Agreement ”).

the Lundell Agreement, Mr.

Lundell was entitled to a base salary of $450,000 per year, and he was eligible for an annual bonus of

75% of his gross salary.

Lundell also was previously granted an option to purchase 3,000,000 shares of our Common Stock.

Lundell Agreement provided that if Mr.

Lundell’s employment was terminated for any reason other than cause (as defined in the

Lundell Agreement), death or disability, or if he resigned for good reason (as defined in the Lundell Agreement), and provided that in

either case such termination constitutes a separation from service (as defined in the Lundell Agreement) and the separation is not on

or within 12 months following a change of control, then subject to his executing a release agreement in our favor, and continuing

to comply with all of his obligations to Complete Solaria and our affiliates, he would receive the following benefits:

Lundell’s earned but unpaid base salary;

(b) payment of any unpaid bonus, with respect to the fiscal year immediately

preceding the fiscal year in which such termination or such resignation occurs;

be entitled under any applicable plans and programs of Complete Solaria;

(d) a severance payment equal to six months of Mr.

then-base salary plus a pro rata portion of Mr.

Lundell’s bonus with respect to the fiscal year in which such termination or

such resignation occurs;

(e) if he timely and properly elects to continue group health care coverage under the Consolidated Omnibus

Budget Reconciliation Act of 1985 (“ COBRA ”), payment of Mr.

Lundell’s COBRA premium expenses

until the earliest of (i) the six-month anniversary of the termination date;

(ii) the date he is no longer eligible to receive

COBRA continuation coverage;

and (iii) the date on which he becomes eligible to receive substantially similar coverage from another

and (f) the applicable post-termination exercised period for any vested options will extend to the earlier of (i) the

six-month anniversary of the termination date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate

On April 24, 2024 (the “ Lundell

Separation Date ”), Mr.

Lundell stepped down as Chief Executive Officer.

Pursuant to Mr.

Lundell’s Separation

Agreement, dated May 19, 2024, he received:

● cash severance in an amount equal to six months of his

base salary in effect as of the Lundell Separation Date, payable in installments beginning on the date that is the 60 th day

following the Lundell Separation Date;

● reimbursement of premiums, if any, for up to twelve (12) months

following the Lundell Separation Date, provided proof of enrollment, for group healthcare coverage under COBRA;

● 350,000 stock options with 100,000 options vesting immediately,

and with the remaining 250,000 stock options vesting monthly at 1/60 th of the total value over five (5) years contingent

upon continuing support to the Company;

● retention of the 94,452 options that were granted to Mr.

as a board member on December 3, 2023.

Brian Wuebbels

On April 24, 2024, we entered into an executive

employment agreement (the “ Wuebbels Agreement ”) with Brian Wuebbels to serve as Chief Operations Officer.

was promoted from his position as Chief Financial Officer of the Company to Chief Operations Officer as of such date.

Pursuant to the Wuebbels Agreement, Mr.

was entitled to a base salary of $330,000 per year, and he was eligible for an annual bonus of 50% of his gross salary.

also previously was granted an option to purchase 750,000 shares of our Common Stock.

The Wuebbels Agreement also provides that if Mr.

employment was terminated for any reason other than cause (as defined in the Wuebbels Agreement), death or disability, or if such officer

resigns for good reason (as defined in the Wuebbels Agreement), and provided that in either case such termination constitutes separation

from service (as defined in the Wuebbels Agreement) and the separation is not on or within 12 months following a change of control,

then subject to Mr.

Wuebbels executing a release agreement in Complete Solaria’s favor, and continuing to comply with all of

his obligations to Complete Solaria and its affiliates, he will receive the following benefits:

(a) payment of Mr.

earned but unpaid base salary;

(b) payment to Mr.

Wuebbels of any unpaid bonus, with respect to the fiscal year immediately

preceding the fiscal year in which such termination or such resignation occurs;

Wuebbels of any vested benefits

to which he may be entitled under any applicable plans and programs of the Company;

(d) a severance payment equal to six months

Wuebbels then base salary plus a pro rata portion of Mr.

Wuebbels bonus with respect to the fiscal year in which such

termination or such resignation occurs;

Wuebbels timely and properly elects to continue group health care coverage

under COBRA, payment of Mr.

Wuebbels’s COBRA premium expenses until the earliest of (i) the three-month anniversary of

the termination date;

(ii) the date Mr.

Wuebbels is no longer eligible to receive COBRA continuation coverage;

and (iii) the

date on which Mr.

Wuebbels becomes eligible to receive substantially similar coverage from another employer;

and (f) the applicable

post-termination exercised period for any vested options will extend to the earlier of (i) the six-month anniversary of the termination

date, (ii) the expiration date of the option or (iii) earlier termination upon corporate transaction.

Effective August 16, 2024, Brian Wuebbels

resigned as our Chief Operations Officer.

On June 30, 2024, we entered into an employment extension agreement (the

“ Extension Agreement ”) with Mr.

Pursuant to the Extension Agreement, Mr.

health benefits continued through August 31, 2024, and Mr.

Wuebbels received accelerated vesting of 208,115 of the 750,000 options

that he was granted in April 2024.

Base salaries are intended to provide a level

of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components

of the executive compensation program.

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officer’s scope of responsibility and accountability.

Beginning January 1, 2023, each of our

named executive officers was eligible for an annual bonus of 50% of such officer’s annual gross salary, based on criteria determined

by our board of directors, including, but not limited to, the satisfaction of minimum performance standards, and the achievement of budgetary

and other objectives, set by our board of directors in its sole and absolute discretion.

Beginning January 1, 2024, each of our named

executive officers (other than Mr.

Rodgers) was eligible for an annual bonus of 50% of such officer’s annual gross salary,

based on criteria determined by our Board of Directors, including, but not limited to, the satisfaction of minimum performance standards,

and the achievement of budgetary and other objectives, set by our Board of Directors in its sole and absolute discretion.

named executive officers received a cash bonus during 2024.

Director Compensation

In 2023, Complete Solaria granted its

directors stock options for their contributions to the operations of the business.

The following table provides the compensation for each

member of the Board for 2023:

Fees Earned or

Option Awards

Chris Lundell

Devin Whatley

$ 100,461 (1)

Tidjane Thiam

(1) The total shares underlying the option award fully vest on the one-year anniversary

of the vesting commencement date.

We did not pay any compensation to our directors

or issue any equity awards to our directors during 2024.

Executive Compensation

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Nonqualified Deferred Compensation

Complete Solaria’s named

executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete

Solaria during 2023.

Complete Solaria’s board of directors may elect to provide officers and other employees with nonqualified deferred

compensation benefits in the future if it determines that doing so is in the company’s best interests.

Complete Solaria’s named executive officers

did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete Solaria during 2024.

The Board of Directors may elect to provide officers and other employees with nonqualified deferred compensation benefits in the future

if it determines that doing so is in the Company’s best interests.

Pension Benefits

Complete Solaria’s named executive

officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria

Complete Solaria’s named executive officers

did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria during 2024.

Employee Benefit Plans

Equity-based compensation has been and

will continue to be an important foundation in executive compensation packages as Complete Solaria believes it is important to maintain

a strong link between executive incentives and the creation of stockholder value.

Complete Solaria believes that performance and equity-based

compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the

same time, attracting, motivating and retaining high-quality executives.

In July 2023, our board of directors adopted the 2023 Incentive

Equity Plan (the “ 2023 Plan ”) and the Employee Stock Purchase Plan (the “ ESPP ).

Plan and the ESPP became effective immediately upon the Closing of the Business Combination.

Below is a description of the 2023 Plan,

the ESPP, 2022 Plan, the 2011 Plan, the 2016 Plan and the 2006 Plan.

The 2022 Plan is the successor of the Complete Solar 2021 Stock Plan,

which was amended and assumed by Complete Solaria in connection with the Required Transaction.

The 2011 Plan is the Complete Solar 2011

Stock Plan that was assumed by Complete Solaria in the Required Transaction.

The 2016 Plan and the 2006 Plan are the Solaria stock plans

that were assumed by Complete Solaria in the Required Transaction.

Complete Solaria 2023 Incentive Equity Plan

In July 2023, our board of directors

adopted and our stockholders approved the 2023 Incentive Equity Plan (the “ 2023 Plan ”).

The 2023 Plan became effective

immediately upon the closing.

Any individual who

is an employee of Complete Solaria or any of its affiliates, or any person who provides services to Complete Solaria or its affiliates,

including consultants and members of Complete Solaria’s Board, is eligible to receive awards under the 2023 Plan at the discretion

of the plan administrator.

The 2023 Plan provides

for the grant of incentive stock options (“ ISOs ”), within the meaning of Section 422 of the Code to employees, including

employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“ NSOs ”), stock appreciation

rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and

consultants, including employees and consultants of Complete Solaria’s affiliates.

Equity-based compensation has been and will continue

to be an important foundation in executive compensation packages as Complete Solaria believes it is important to maintain a strong link

between executive incentives and the creation of stockholder value.

Complete Solaria believes that performance and equity-based compensation

can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting,

motivating and retaining high-quality executives.

In July 2023, our Board of Directors adopted the 2023 Equity Incentive Plan (the

“ 2023 Plan ”) and the Employee Stock Purchase Plan (the “ ESPP ” ).

The 2023 Plan

and the ESPP became effective immediately upon the Closing of the Business Combination.

Below is a description of the 2023 Plan, the ESPP,

Complete Solaria’s 2022 Stock Plan (the “ 2022 Plan ”), Complete Solaria’s 2011 Stock Plan (the “ 2011

Plan ”), Complete Solaria’s 2016 Stock Plan (the “ 2016 Plan ”) and Complete Solaria’s

2006 Stock Plan (the “ 2006 Plan ”).

The 2022 Plan is the successor of the 2021 Stock Plan of Legacy Complete

Solaria, which was amended and assumed by Complete Solaria in connection with a merger transaction completed prior to the Business Combination

by Complete Solaria (the “ Prior Transaction ”).

The 2011 Plan is the 2011 Stock Plan of Legacy Complete Solaria

that was assumed by Complete Solaria in the Prior Transaction.

The 2022 Plan, 2016 Plan, 2011 Plan and 2006 Plan are collectively referred

to as the “ Legacy Plans ”.

The 2016 Plan and the 2006 Plan are the stock

plans of Solaria that were assumed by Complete Solaria in the Prior Transaction.

In July 2023, our board of directors adopted and our stockholders approved

the 2023 Plan.

The 2023 Plan became effective immediately upon the closing.

Any individual who is an employee of Complete

Solaria or any of its affiliates, or any person who provides services to Complete Solaria or its affiliates, including consultants and

members of Complete Solaria’s Board, is eligible to receive awards under the 2023 Plan at the discretion of the plan administrator.

The 2023 Plan provides for the grant of incentive

stock options (“ ISOs ”), within the meaning of Section 422 of the Code to employees, including employees of any

parent or subsidiary, and for the grant of nonstatutory stock options (“ NSOs ”), stock appreciation rights, restricted

stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including

employees and consultants of Complete Solaria’s affiliates.

Authorized Shares .

a maximum number of 8,763,322 of shares of Complete Solaria Common Stock may be issued under the 2023 Plan.

In addition, the number of

shares of Complete Solaria Common Stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year,

starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of

Complete Solaria’s Common Stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria

Common Stock determined by Complete Solaria’s Board prior to the date of the increase.

The maximum number of shares of Complete

Solaria Common Stock that may be issued on the exercise of ISOs under the 2023 Plan is three times the number of shares available for

issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

The unused shares subject to stock awards

granted under the 2023 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled

without having been fully exercised or forfeited, in any case, in a manner that results in Complete Solaria acquiring shares covered by

the stock award at a price not greater than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares

or not issuing any shares covered by the stock award, will, as applicable, become or again be available for stock award grants under the

Non-Employee Director Compensation

The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year,

including awards granted and cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such

non-employee director is first appointed or elected to Complete Solaria’s Board during such calendar year, $1,500,000 in total value,

in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting

a maximum number of 11,147,034 (after giving effect to the evergreen increase effective as of January 1, 2025) of shares of Complete Solaria

Common Stock may be issued under the 2023 Plan.

In addition, the number of shares of Complete Solaria Common Stock reserved for issuance

under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033,

in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s Common Stock outstanding on December

31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s Board

prior to the date of the increase.

The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise of

ISOs under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective.

The unused shares subject to stock awards granted under the 2023 Plan

that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised

or forfeited, in any case, in a manner that results in Complete Solaria acquiring shares covered by the stock award at a price not greater

than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares or not issuing any shares covered by the

stock award, will, as applicable, become or again be available for stock award grants under the 2023 Plan.

Non-Employee Director Compensation Limit .

The aggregate

value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and

cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such non-employee director is first

appointed or elected to Complete Solaria’s Board during such calendar year, $1,500,000 in total value, in each case, calculating

the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

Plan Administration .

Solaria’s Board, or a duly authorized committee thereof, will administer the 2023 Plan and is referred to as the “plan administrator”

Complete Solaria’s Board may also delegate to one or more of Complete Solaria’s officers the authority to (1) designate

employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards.

Under the 2023 Plan, the Complete Solaria Board has the authority to determine award recipients, grant dates, the numbers and types of

stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability

and the vesting schedule applicable to a stock award.

Complete Solaria’s Board, or a duly

authorized committee thereof, will administer the 2023 Plan and is referred to as the “plan administrator” herein.

Solaria’s Board may also delegate to one or more of Complete Solaria’s officers the authority to (1) designate employees (other

than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards.

Under the 2023 Plan,

the Complete Solaria Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted,

the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule

applicable to a stock award.

Stock Options .

ISOs and NSOs are granted under stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise

price for stock options, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option generally

cannot be less than 100% of the fair market value of a share of Complete Solaria Common Stock on the date of grant.

Options granted under

the 2023 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

The plan administrator determines the

term of stock options granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of an optionholder’s stock option

agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete

Solaria or any of Complete Solaria’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may

generally exercise any vested options for a period of three months following the cessation of service.

This period may be extended in

the event that exercise of the option is prohibited by applicable securities laws.

Unless the terms of an optionholder’s stock option

agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete

Solaria or any of Complete Solaria’s affiliates ceases due to death or disability, or an optionholder dies within a certain period

following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months

following the date of death, or 12 months following the date of disability.

In the event of a termination for cause, options generally

terminate upon the termination date.

ISOs and NSOs are granted under stock option

agreements adopted by the plan administrator.

The plan administrator determines the exercise price for stock options, within the terms

and conditions of the 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market

value of a share of Complete Solaria Common Stock on the date of grant.

Options granted under the 2023 Plan vest at the rate specified

in the stock option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted

under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of an optionholder’s stock option agreement provide otherwise

or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete Solaria or any of Complete

Solaria’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested

options for a period of three months following the cessation of service.

This period may be extended in the event that exercise of the

option is prohibited by applicable securities laws.

Unless the terms of an optionholder’s stock option agreement provide otherwise

or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete Solaria or any of Complete

Solaria’s affiliates ceases due to death or disability, or an optionholder dies within a certain period following cessation of service,

the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death, or

12 months following the date of disability.

In the event of a termination for cause, options generally terminate upon the termination

In no event may an option be exercised beyond the expiration of its term.

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by the plan administrator.

Unless the plan administrator

provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution.

Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations

Tax Limitations on

The aggregate fair market value, determined at the time of grant, of Complete Solaria’s Common Stock with

respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of Complete

Solaria’s stock plans may not exceed $100,000.

Options or portions thereof that exceed such limit will generally be treated as

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of

Complete Solaria’s total combined voting power or that of any of Complete Solaria’s parent or subsidiary corporations

unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of

grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit

Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan

administrator.

Restricted stock unit awards will generally be granted in consideration for a participant’s services, but may

be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible

under applicable law.

A restricted stock unit award may be settled by cash, delivery of shares of Complete Solaria Common Stock, a

combination of cash and shares of Complete Solaria Common Stock as determined by the plan administrator, or in any other form of

consideration set forth in the restricted stock unit award agreement.

Additionally, dividend equivalents may be credited in respect

of shares covered by a restricted stock unit award.

Except as otherwise provided in the applicable award agreement or by the plan

administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service

ends for any reason.

Unless the plan administrator provides otherwise, options and

stock appreciation rights generally are not transferable except by will or the laws of descent and distribution.

Subject to approval of

the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs .

The aggregate fair market

value, determined at the time of grant, of Complete Solaria’s Common Stock with respect to ISOs that are exercisable for the first

time by an award holder during any calendar year under all of Complete Solaria’s stock plans may not exceed $100,000.

portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the

grant, owns or is deemed to own stock possessing more than 10% of Complete Solaria’s total combined voting power or that of any

of Complete Solaria’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market

value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of

Restricted Stock Unit Awards .

Restricted stock unit awards

are granted under restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards will generally

be granted in consideration for a participant’s services, but may be granted in consideration for any form of legal consideration

that may be acceptable to the plan administrator and permissible under applicable law.

A restricted stock unit award may be settled by

cash, delivery of shares of Complete Solaria Common Stock, a combination of cash and shares of Complete Solaria Common Stock as determined

by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement.

Additionally,

dividend equivalents may be credited in respect of shares covered by a restricted stock unit award.

Except as otherwise provided in the

applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the

participant’s continuous service ends for any reason.

Restricted Stock Awards .

Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator.

A restricted stock award

may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that

may be acceptable to the plan administrator and permissible under applicable law.

The plan administrator determines the terms and conditions

of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship with Complete Solaria

ends for any reason, Complete Solaria may receive any or all of the shares of Complete Solaria Common Stock held by the participant that

have not vested as of the date the participant terminates service with Complete Solaria through a forfeiture condition or a repurchase

Restricted stock awards are granted

under restricted stock award agreements adopted by the plan administrator.

A restricted stock award may be awarded in consideration for

cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator

and permissible under applicable law.

The plan administrator determines the terms and conditions of restricted stock awards, including

vesting and forfeiture terms.

If a participant’s service relationship with Complete Solaria ends for any reason, Complete Solaria

may receive any or all of the shares of Complete Solaria Common Stock held by the participant that have not vested as of the date the

participant terminates service with Complete Solaria through a forfeiture condition or a repurchase right.

Stock Appreciation Rights .

Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator.

The plan administrator

determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Complete

Solaria Common Stock on the date of grant.

A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock

appreciation right agreement as determined by the plan administrator.

Stock appreciation rights may be settled in cash or shares of Complete

Solaria Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation

right agreement.

The plan administrator determines the

term of stock appreciation rights granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of a participant’s

stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service

relationship with Complete Solaria or any of its affiliates ceases for any reason other than cause, disability, or death, the participant

may generally exercise any vested stock appreciation right for a period of three months following the cessation of service.

may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited

by applicable securities laws.

Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise

provided by the plan administrator, if a participant’s service relationship with Complete Solaria or any of its affiliates, ceases

due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary

may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event

In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the

event giving rise to the termination of the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration

Stock appreciation rights are

granted under stock appreciation right agreements adopted by the plan administrator.

The plan administrator determines the strike price

for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Complete Solaria Common Stock on

the date of grant.

A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock appreciation right

agreement as determined by the plan administrator.

Stock appreciation rights may be settled in cash or shares of Complete Solaria Common

Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights

granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of a participant’s stock appreciation rights agreement

provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with Complete Solaria

or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested

stock appreciation right for a period of three months following the cessation of service.

This period may be further extended in the event

that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws.

the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator,

if a participant’s service relationship with Complete Solaria or any of its affiliates, ceases due to disability or death, or a

participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested

stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination

for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of

the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards .

Plan permits the grant of performance awards that may be settled in stock, cash or other property.

Performance awards may be structured

so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a

designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or

in part by reference to, or otherwise based on, Complete Solaria Common Stock.

The 2023 Plan permits the grant of

performance awards that may be settled in stock, cash or other property.

Performance awards may be structured so that the stock or cash

will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise

based on, Complete Solaria Common Stock.

Other Stock Awards .

The plan administrator may grant other awards based in whole or in part by reference to New Complete Solaria’s Common Stock.

The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions

of such awards.

The plan administrator may grant other

awards based in whole or in part by reference to New Complete Solaria’s Common Stock.

The plan administrator will set the number

of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Changes to Capital Structure .

there is a specified type of change in the capital structure of Complete Solaria, such as a stock split, reverse stock split, or recapitalization,

In the event there is a

specified type of change in the capital structure of Complete Solaria, such as a stock split, reverse stock split, or recapitalization,

appropriate adjustments will be made to (1) the class and maximum number of shares subject to the 2023 Plan, (2) the class(es) and maximum

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Corporate Transactions .

following applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise

provided in a participant’s stock award agreement or other written agreement with Complete Solaria or one of its affiliates or unless

otherwise expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction,

any stock awards outstanding under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent

company), or new awards may be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards,

and any reacquisition or repurchase rights held by Complete Solaria with respect to the stock award may be assigned to Complete Solaria’s

successor (or its parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute

such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated

prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of

such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level

of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction

(contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable)

at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Complete Solaria with

respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction).

Any such stock awards that are

held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate

transaction, except that any reacquisition or repurchase rights held by Complete Solaria with respect to such stock awards will not terminate

and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate

if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that

the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)

The following

applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise provided

in a participant’s stock award agreement or other written agreement with Complete Solaria or one of its affiliates or unless otherwise

expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding

under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent company), or new awards may

be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards, and any reacquisition or

repurchase rights held by Complete Solaria with respect to the stock award may be assigned to Complete Solaria’s successor (or its

parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock

awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to

the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock

awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance,

vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon

the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to

the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Complete Solaria with respect to such

stock awards will lapse (contingent upon the effectiveness of the corporate transaction).

Any such stock awards that are held by persons

other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction,

except that any reacquisition or repurchase rights held by Complete Solaria with respect to such stock awards will not terminate and may

continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not

exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the

holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)

of (i) the per share amount payable to holders of Complete Solaria Common Stock in connection with the corporate transaction, over (ii)

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Plan Amendment or Termination .

Complete Solaria’s Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action

does not materially impair the existing rights of any participant without such participant’s written consent.

Solaria’s Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action does not

materially impair the existing rights of any participant without such participant’s written consent.

Certain material amendments

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No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

Complete Solaria 2023 Employee Stock Purchase Plan

In July 2023, our board of directors

adopted and our stockholders approved the 2023 Employee Stock Purchase Plan (the “ ESPP ”).

Complete Solaria 2023 Employee Stock Purchase

In July 2023, our Board of Directors adopted

and our stockholders approved the 2023 Employee Stock Purchase Plan (the “ ESPP ”).

The ESPP became effective

immediately upon the closing.

immediately upon the Closing of the Business Combination.

Administration.

Complete Solaria’s Board, or

a duly authorized committee thereof, will administer the ESPP.

Limitations .

Complete Solaria’s employees

and the employees of any of its designated affiliates, as designated by Complete Solaria’s Board, will be eligible to participate

Board of Directors, or a duly authorized committee thereof, will administer the ESPP.

employees and the employees of any of our designated affiliates, as designated by the Board of Directors, will be eligible to participate

in the ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the ESPP, as

determined by the administrator:

(1) customary employment with Complete Solaria or one of its affiliates for more than 20 hours per week

and five or more months per calendar year or (2) continuous employment with Complete Solaria or one of its affiliates for a minimum period

of time, not to exceed two years, prior to the first date of an offering.

In addition, Complete Solaria’s Board may also exclude

from participation in the ESPP or any offering, employees who are “highly compensated employees” (within the meaning of Section

423(b)(4)(D) of the Code) or a subset of such highly compensated employees.

If this proposal is approved by the stockholders, all the

employees of Complete Solaria and its related corporations will be eligible to participate in the ESPP following the Closing.

may not be granted rights to purchase stock under the ESPP (a) if such employee immediately after the grant would own stock possessing

5% or more of the total combined voting power or value of all classes of Complete Solaria’s capital stock or (b) to the extent that

such rights would accrue at a rate that exceeds $25,000 worth of Complete Solaria capital stock for each calendar year that the rights

remain outstanding.

The ESPP is intended to qualify as an

employee stock purchase plan under Section 423 of the Code.

The administrator may specify offerings with a duration of not more than 27

months and may specify one or more shorter purchase periods within each offering.

Each offering will have one or more purchase dates on

which shares of Complete Solaria’s Common Stock will be purchased for the employees who are participating in the offering.

The administrator,

in its discretion, will determine the terms of offerings under the ESPP.

The administrator has the discretion to structure an offering

so that if the fair market value of a share of Complete Solaria’s stock on any purchase date during the offering period is less

than or equal to the fair market value of a share of Complete Solaria’s stock on the first day of the offering period, then that

offering will terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering

that begins immediately after such purchase date.

A participant may not transfer purchase

rights under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

(1) customary employment with Complete Solaria or one of its affiliates for more than 20 hours

per week and five or more months per calendar year or (2) continuous employment with Complete Solaria or one of its affiliates

for a minimum period of time, not to exceed two years, prior to the first date of an offering.

In addition, the Board of Directors

may also exclude from participation in the ESPP or any offering, employees who are “highly compensated employees” (within

the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees.

If this proposal is approved

by the stockholders, all the employees of Complete Solaria and its related corporations will be eligible to participate in the ESPP following

the Closing of the Business Combination.

An employee may not be granted rights to purchase stock under the ESPP (a) if such employee

immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of Complete

Solaria’s capital stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of Complete

Solaria capital stock for each calendar year that the rights remain outstanding.

The ESPP is intended to qualify as an employee

stock purchase plan under Section 423 of the Code.

The administrator may specify offerings with a duration of not more than 27 months

and may specify one or more shorter purchase periods within each offering.

Each offering will have one or more purchase dates on which

shares of Common Stock will be purchased for the employees who are participating in the offering.

The administrator, in its discretion,

will determine the terms of offerings under the ESPP.

The administrator has the discretion to structure an offering so that if the

fair market value of a share of Complete Solaria’s stock on any purchase date during the offering period is less than or equal to

the fair market value of a share of Complete Solaria’s stock on the first day of the offering period, then that offering will

terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately

after such purchase date.

A participant may not transfer purchase rights

under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

Payroll Deductions.

permits participants to purchase shares of Complete Solaria Common Stock through payroll deductions.

Unless otherwise determined by the

administrator, the purchase price of the shares will be 85% of the lower of the fair market value of Complete Solaria Common Stock on

the first day of an offering or on the date of purchase.

Participants may end their participation at any time during an offering and will

be paid their accrued contributions that have not yet been used to purchase shares, without interest.

Participation ends automatically

upon termination of employment with Complete Solaria and its related corporations.

Participants may

withdraw from an offering by delivering a withdrawal form to Complete Solaria and terminating their contributions.

Such withdrawal may

be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator.

ESPP permits participants to purchase shares of Common Stock through payroll deductions.

Unless otherwise determined by the administrator,

the purchase price of the shares will be 85% of the lower of the fair market value of Common Stock on the first day of an offering

or on the date of purchase.

Participants may end their participation at any time during an offering and will be paid their accrued contributions

that have not yet been used to purchase shares, without interest.

Participation ends automatically upon termination of employment with

Complete Solaria and its related corporations.

may withdraw from an offering by delivering a withdrawal form to Complete Solaria and terminating their contributions.

Such withdrawal

may be elected at any time prior to the end of an offering, except as otherwise provided by the plan Administrator.

Upon such withdrawal,

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Termination of Employment.

participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed

by Complete Solaria or any of its parent or subsidiary companies (subject to any post-employment participation period required by law)

or (ii) is otherwise no longer eligible to participate.

In such event, Complete Solaria will distribute to the participant his or her

accumulated but unused contributions, without interest.

participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer

employed by Complete Solaria or any of its parent or subsidiary companies (subject to any post-employment participation period required

by law) or (ii) is otherwise no longer eligible to participate.

In such event, Complete Solaria will distribute to the participant

his or her accumulated but unused contributions, without interest.

Corporate Transactions.

of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may assume, continue,

or substitute each outstanding purchase right.

If the successor corporation does not assume, continue, or substitute for the outstanding

purchase rights, the offering in progress will be shortened and the participants’ accumulated contributions will be used to purchase

shares of Complete Solaria Common Stock within ten business days (or such other period specified by the plan administrator) prior to the

corporate transaction, and the participants’ purchase rights will terminate immediately thereafter.

the event of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may

assume, continue, or substitute each outstanding purchase right.

If the successor corporation does not assume, continue, or substitute

for the outstanding purchase rights, the offering in progress will be shortened and the participants’ accumulated contributions

will be used to purchase shares of Common Stock within ten business days (or such other period specified by the plan administrator)

prior to the corporate transaction, and the participants’ purchase rights will terminate immediately thereafter.

Amendment and Termination.

Complete Solaria’s

Board has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types of amendments

will require the approval of Complete Solaria’s stockholders.

Any benefits, privileges, entitlements and obligations under any outstanding

purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired by any such amendment,

suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to facilitate

compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary to obtain or maintain favorable tax,

listing, or regulatory treatment.

The ESPP will remain in effect until terminated by Complete Solaria’s Board in accordance with

the terms of the ESPP.

Complete Solaria 2022 Stock Plan

Complete Solaria’s board of directors

adopted, and Complete Solaria’s stockholders approved, the 2022 Plan in October 2022 in connection with the Required Transaction.

The 2022 Plan amends and restates Complete Solar’s 2021 Stock Plan.

Board of Directors has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types

of amendments will require the approval of Complete Solaria’s stockholders.

Any benefits, privileges, entitlements and obligations

under any outstanding purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired

by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted,

(ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary

to obtain or maintain favorable tax, listing, or regulatory treatment.

The ESPP will remain in effect until terminated by the Board of

Directors in accordance with the terms of the ESPP.

Termination and No Further Grants

Under 2022 Stock Plan.

Complete Solaria’s board of directors adopted, and Complete Solaria’s stockholders

approved, the 2022 Plan in October 2022 in connection with the Prior Transaction.

The 2022 Plan amended and restated Legacy Complete

Solaria’s 2021 Stock Plan.

The 2022 Plan terminated when the 2023 Plan became

effective upon the consummation of the Business Combination.

However, any outstanding awards granted under the 2022 Plan remain outstanding,

subject to the terms of Complete Solaria’s 2022 Plan and award agreements, until such outstanding options are exercised or until

any awards terminate or expire by their terms.

As of April 30, 2025, there were outstanding awards

relating to 3,265,128 shares of Common Stock under the 2022 Plan and the other Legacy Plans, collectively.

Stock Awards.

The 2022 Plan

provides for the grant of incentive stock options (“ ISOs ”) and nonstatutory stock options to purchase shares of Complete

Solaria common stock and restricted stock awards (collectively, “ stock awards ”).

ISOs may be granted only to Complete

Solaria employees and the employees of any parent corporation or subsidiary corporation.

All other awards may be granted to Complete Solaria

employees, non-employee directors and consultants and the employees and consultants of Complete Solaria affiliates.

Complete Solaria has

granted stock options and restricted stock awards under the 2022 Plan.

As of December 31, 2022, 1,413,851 shares of Complete Solaria common

stock were issuable pursuant to outstanding options, restricted stock awards, and other purchase rights and 918,55 shares of Complete

Solaria common stock were available for future issuance under the 2022 Plan.

The 2022 Plan will terminate when the

2023 Plan becomes effective upon the consummation of the Business Combination.

However, any outstanding awards granted under the 2022

Plan will remain outstanding, subject to the terms of Complete Solaria’s 2022 Plan and award agreements, until such outstanding

options are exercised or until any awards terminate or expire by their terms.

If a stock award granted under the 2022

Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the shares of Complete Solaria common stock

not acquired pursuant to the stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the

2023 Plan does not become effective as described in the preceding paragraph).

In addition, the following types of shares of Complete Solaria

common stock under the 2022 Plan may become available for the grant of new stock awards under the 2022 Plan:

(1) shares that are forfeited

to or repurchased by Complete Solaria prior to becoming fully vested;

(2) shares retained to satisfy income or employment withholding

(3) shares retained to pay the exercise or purchase price of a stock award;

or (4) shares surrendered pursuant to an option exchange

2022 Plan provides for the grant of incentive stock options (“ ISOs ”) and nonstatutory stock options to purchase

shares of Common Stock and restricted stock awards (collectively, “ stock awards ”).

ISOs may be granted only

to Complete Solaria employees and the employees of any parent corporation or subsidiary corporation.

All other awards may be granted to

Complete Solaria employees, non-employee directors and consultants and the employees and consultants of Complete Solaria affiliates.

If a stock award granted under the 2022 Plan expires

or otherwise terminates without being exercised in full, or is settled in cash, the shares of Common Stock not acquired pursuant to the

stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the 2023 Plan does not become effective

as described in the preceding paragraph).

In addition, the following types of shares of Common Stock under the 2022 Plan may become available

for the grant of new stock awards under the 2022 Plan:

(1) shares that are forfeited to or repurchased by Complete Solaria prior

to becoming fully vested;

(2) shares retained to satisfy income or employment withholding taxes;

(3) shares retained to pay

the exercise or purchase price of a stock award;

or (4) shares surrendered pursuant to an option exchange program.

Administration.

Complete Solaria’s

Board of Directors, or a duly authorized committee thereof, has the authority to administer the 2022 Plan.

Complete Solaria’s board

of directors may also delegate to one or more officers the authority to (1) designate employees (other than other officers or directors)

to be recipients of certain stock awards, and (2) grant stock awards to such individuals within parameters specified by the Board.

The Board of Directors may

also delegate to one or more officers the authority to (1) designate employees (other than other officers or directors) to be recipients

of certain stock awards, and (2) grant stock awards to such individuals within parameters specified by the Board of Directors.

to the terms of the 2022 Plan, the plan administrator determines the award recipients, dates of grant, the numbers and types of stock

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Stock Options.

ISOs and NSOs are

granted pursuant to stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise price for

a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of Complete

Solaria common stock on the date of grant.

and NSOs are granted pursuant to stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise

price for a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value

of Common Stock on the date of grant.

Options granted under the 2022 Plan vest at the rate specified by the plan administrator.

The plan administrator determines the term

of stock options granted under the 2022 Plan, up to a maximum of ten years.

Unless the terms of an optionholder’s stock option agreement

provide otherwise, if an optionholder’s service relationship with us, or any of Complete Solaria’s affiliates, ceases for

any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months

The plan administrator determines the term of

stock options granted under the 2022 Plan, up to a maximum of ten years.

Unless the terms of an optionholder’s stock option

agreement provide otherwise, if an optionholder’s service relationship with us, or any of Complete Solaria’s affiliates, ceases

for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months

following the cessation of service.

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an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase

of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include:

Acceptable consideration for the purchase of Common

Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include:

(3) to the extent permitted under applicable laws, a promissory note;

(4) cancellation of indebtedness;

(5) other previously owned

Complete Solaria shares;

(5) other previously

owned Complete Solaria shares;

(6) a cashless exercise;

(7) such other consideration and method of payment permitted under applicable laws;

(7) such other consideration and method of payment permitted under applicable

or (8) any combination of the foregoing methods of payment.

Tax Limitations on Incentive Stock Options.

The aggregate fair market value, determined at the time of grant, of Complete Solaria common stock with respect to ISOs that are exercisable

for the first time by an optionholder during any calendar year under all Complete Solaria stock plans may not exceed $100,000.

or portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of

the grant, owns or is deemed to own stock possessing more than 10% of the total combined voting power of Complete Solaria or that of any

of its affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on

the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first

time by an optionholder during any calendar year under all Complete Solaria stock plans may not exceed $100,000.

Options or portions thereof

that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the grant, owns or is

deemed to own stock possessing more than 10% of the total combined voting power of Complete Solaria or that of any of its affiliates unless

(1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and

(2) the term of the ISO does not exceed five years from the date of grant.

Incentive Stock Option Limit.

The maximum number of shares of Complete Solaria common stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960

shares plus, to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

maximum number of shares of Common Stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960 shares plus,

to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

Restricted Stock Awards.

Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator.

stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator.

The permissible consideration

for restricted stock awards are the same as apply to stock options.

for restricted stock awards is the same as apply to stock options.

Common Stock acquired under a restricted stock award may, but need

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Changes to Capital Structure.

In the event that there is a specified type of change in Complete Solaria’s capital structure, including without limitation a stock

the event that there is a specified type of change in Complete Solaria’s capital structure, including without limitation a stock

split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has a material effect on the fair

market value of the Common Stock, or any increase or decrease in the number of issued shares effected without receipt of consideration

by Complete Solaria, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the

2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject to outstanding

stock awards.

by Complete Solaria, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under

the 2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject

to outstanding stock awards.

Corporate Transactions.

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(1) arranging for the assumption, continuation or substitution

of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by Complete

Solaria in respect of Complete Solaria common stock issued pursuant to the stock award to a successor corporation, or (3) canceling the

stock award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess,

of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by

Complete Solaria in respect of Common Stock issued pursuant to the stock award to a successor corporation, or (3) canceling the stock

award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess,

if any, of the fair market value of the shares as of the closing date of such corporate transaction over any exercise or purchase price

payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of Complete Solaria

common stock in connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies).

plan administrator is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take

different actions with respect to the vested and unvested portions of a stock award.

Under the 2022 Plan, a significant corporate

transaction is generally the consummation of (1) a transfer of all or substantially all of Complete Solaria’s assets, (2) the consummation

payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of Common Stock in

connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies).

The plan administrator

is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take different actions

with respect to the vested and unvested portions of a stock award.

Under the 2022 Plan, a significant corporate transaction

is generally the consummation of (1) a transfer of all or substantially all of Complete Solaria’s assets, (2) the consummation

of a transaction, or series of related transactions, in which any person becomes the beneficial owners of more than 50% of Complete Solaria’s

then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction of

Complete Solaria with our into another corporation, entity or person .

then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction

of Complete Solaria with our into another corporation, entity or person.

Transferability.

A participant

generally may not transfer stock awards under the 2022 Plan other than by will, the laws of descent and distribution or as otherwise provided

under the 2022 Plan.

participant generally may not transfer stock awards under the 2022 Plan other than by will, the laws of descent and distribution or as

otherwise provided under the 2022 Plan.

Amendment and Termination.

Solaria’s board of directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions,

such action does not impair the existing rights of any participant without such participant’s written consent.

Certain material

amendments also require the approval of Complete Solaria’s stockholders.

Unless terminated sooner by Complete Solaria’s board

of directors, the 2022 Plan will automatically terminate in October, 2032.

No stock awards may be granted under the 2022 Plan while it

is suspended or terminated.

Complete Solar 2011 Stock Plan

Complete Solar’s board of directors

adopted the 2011 Plan in January 2011 and was amended from to time by Complete Solar’s board of directors and its stockholders.

The 2011 Plan was terminated in November, 2021 in connection with Complete Solaria’s adoption of the 2022 Plan, and no new awards

may be granted under it.

The 2011 Plan was assumed by Complete Solaria in connection with the Required Transaction.

Outstanding awards

granted under the 2011 Plan remain outstanding, subject to the terms of the 2011 Plan and award agreements, until such outstanding options

are exercised or terminate or expire by their terms.

As of December 31, 2022, options to purchase 3,542,418 shares of Complete Solaria’s

common stock were outstanding under the 2011 Plan.

Board of Directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions, such action

does not impair the existing rights of any participant without such participant’s written consent.

Certain material amendments also

require the approval of our stockholders.

Unless terminated sooner by the Board of Directors, the 2022 Plan will automatically terminate

in October 2032.

No stock awards may be granted under the 2022 Plan while it is suspended or terminated.

Termination and No Further Grants

under 2011 Stock Plan.

Legacy Complete Solaria’s board of directors adopted the 2011 Plan in January 2011

and was amended from to time by Legacy Complete Solaria’s board of directors and its stockholders.

The 2011 Plan was terminated in November 2021

in connection with Complete Solaria’s adoption of the 2022 Plan, and no new awards may be granted under it.

The 2011 Plan was assumed

by Complete Solaria in connection with the Prior Transaction.

Outstanding awards granted under the 2011 Plan remain outstanding, subject

to the terms of the 2011 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2011 Plan and the other Legacy Plans, collectively.

Plan Administration.

Complete Solaria’s

Board of Directors or a duly authorized committee of the Board of Directors administers the 2011 Plan and the awards granted under it.

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Corporate Transactions.

event of a sale of all or substantially all of our assets or our merger, consolidation or other capital reorganization or business combination

transaction with or into another corporation, entity or person, our 2011 Plan provides that any surviving or acquiring corporation (or

parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving

or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for a payment of cash, securities and/or other

property equal to the excess of the fair market value of the portion of the stock subject to such awards vested and exercisable as of

immediately prior to the consummation of such corporate transaction.

If the surviving or acquiring corporation (or parent thereof) does

not assume or substitute outstanding awards in the corporate transaction, or exchange such awards for a payment, then each such outstanding

the event of a sale of all or substantially all of our assets or our merger, consolidation or other capital reorganization or business

combination transaction with or into another corporation, entity or person, our 2011 Plan provides that any surviving or acquiring corporation

(or parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such

surviving or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for a payment of cash, securities

and/or other property equal to the excess of the fair market value of the portion of the stock subject to such awards vested and exercisable

as of immediately prior to the consummation of such corporate transaction.

If the surviving or acquiring corporation (or parent thereof)

does not assume or substitute outstanding awards in the corporate transaction, or exchange such awards for a payment, then each such outstanding

award shall terminate upon consummation of the corporate transaction.

Change in Control.

of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration of vesting and exercisability

upon or after a change in control, as may be provided in the stock award agreement or in any other written agreement between us and a

the event of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration of vesting and

exercisability upon or after a change in control, as may be provided in the stock award agreement or in any other written agreement between

us and a participant.

In the absence of such a provision, no such acceleration will occur.

Amendment of Awards.

administrator has the authority to modify outstanding stock awards under our 2011 Plan;

plan administrator has the authority to modify outstanding stock awards under our 2011 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Solaria 2016 Stock Plan

Solaria’s board of directors adopted,

and Solaria’s stockholders approved, the 2016 Plan, in May 2016 and July 2016, respectively.

Complete Solaria assumed the 2016 Plan

in connection with the Required Transaction.

The 2016 Plan was terminated in November 2022 in connection with the Required Transaction,

and no new awards may be granted under it.

Outstanding awards granted under the 2016 Plan remain outstanding, subject to the terms of

the 2016 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms.

As of December

31, 2022, options to purchase 34,212 shares of Complete Solaria’s common stock were outstanding under the 2016 Plan.

Termination and No Further Grants

Under 2016 Plan.

Solaria’s board of directors adopted, and Solaria’s stockholders approved, the

2016 Plan, in May 2016 and July 2016, respectively.

Complete Solaria assumed the 2016 Plan in connection with the Prior Transaction.

The 2016 Plan was terminated in November 2022

in connection with the Prior Transaction, and no new awards may be granted under it.

Outstanding awards granted under the 2016 Plan remain

outstanding, subject to the terms of the 2016 Plan and award agreements, until such outstanding options are exercised or terminate or

expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2016 Plan and the other Legacy Plans, collectively.

Plan Administration.

Solaria’s board of directors or a duly authorized committee administers the 2016 Plan and the awards granted under it.

Board of Directors or a duly authorized committee administers the 2016 Plan and the awards granted under it.

Capitalization Adjustments.

the event that any change is made in, or other events occur with respect to, Complete Solaria’s common stock subject to the 2016

Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other

similar transactions, appropriate adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable,

of any outstanding stock awards.

the event that any change is made in, or other events occur with respect to, Common Stock subject to the 2016 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate

adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable, of any outstanding stock

Change in Control.

In the event of

a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise provided in a written agreement between

us and any participant or unless otherwise expressly provided by the board of directors at the time of grant of an award, any surviving

or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding awards and any reacquisition or repurchase

rights may be assigned to such surviving or acquiring corporation (or parent thereof).

If the surviving or acquiring corporation (or parent

thereof) does not assume, continue or substitute outstanding awards in the corporate transaction, then the board of directors may provide

for the accelerated vesting (in whole or in part) of any or all awards or may cancel any award for such consideration, if any, as the

board of directors may consider appropriate.

the event of a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise provided in a written agreement

between us and any participant or unless otherwise expressly provided by the Board of Directors at the time of grant of an award, any

surviving or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding awards and any reacquisition

or repurchase rights may be assigned to such surviving or acquiring corporation (or parent thereof).

If the surviving or acquiring corporation

(or parent thereof) does not assume, continue or substitute outstanding awards in the corporate transaction, then the Board of Directors

may provide for the accelerated vesting (in whole or in part) of any or all awards or may cancel any award for such consideration, if

any, as the Board of Directors may consider appropriate.

Amendment of Awards.

administrator has the authority to modify outstanding stock awards under our 2016 Plan;

plan administrator has the authority to modify outstanding stock awards under our 2016 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Solaria 2006 Stock Plan

Solaria’s board of directors adopted,

and Solaria’s stockholders approved, the 2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated

from to time by Solaria’s board of directors and its stockholders.

The 2006 Plan was terminated in February 2016 in connection with

Solaria’s adoption of the 2016 Plan, and no new awards may be granted under it.

Complete Solaria assumed the outstanding awards

granted pursuant to the 2006 Plan in connection with the Required Transaction.

Outstanding awards granted under the 2006 Plan remain outstanding,

subject to the terms of the 2006 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their

As of December 31, 2022, options to purchase 34,212 shares of Complete Solaria’s common stock were outstanding under the

Termination and No Further Grants

Under 2006 Plan.

Solaria’s board of directors adopted, and Solaria’s stockholders approved, the

2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated from to time by Solaria’s board

of directors and its stockholders.

The 2006 Plan was terminated in February 2016

in connection with Solaria’s adoption of the 2016 Plan, and no new awards may be granted under it.

Complete Solaria assumed

the outstanding awards granted pursuant to the 2006 Plan in connection with the Prior Transaction.

Outstanding awards granted under the

2006 Plan remain outstanding, subject to the terms of the 2006 Plan and award agreements, until such outstanding options are exercised

or terminate or expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2066 Plan and the other Legacy Plans, collectively.

Plan Administration.

Solaria’s board of directors or a duly authorized committee administers the 2006 Plan and the awards granted under it.

Capitalization

Adjustments .

In the event that any change is made in, or other events occur with respect to, our common stock subject to the 2006

Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other

similar transactions affecting the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number of shares

subject to, and the price per share, if applicable, of any outstanding stock awards.

Board of Directors or a duly authorized committee administers the 2006 Plan and the awards granted under it.

Capitalization Adjustments.

the event that any change is made in, or other events occur with respect to, our Common Stock subject to the 2006 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions affecting

the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number of shares subject to, and the price

per share, if applicable, of any outstanding stock awards.

Change in Control.

of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation (or parent thereof) will assume

or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring corporation

(or parent thereof).

If the surviving or acquiring corporation (or parent thereof) does not assume or substitute outstanding awards in

the corporate transaction, then the vesting of outstanding awards held by participants will accelerate in full and any repurchase rights

held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction.

the event of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation (or parent thereof)

will assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring

corporation (or parent thereof).

If the surviving or acquiring corporation (or parent thereof) does not assume or substitute outstanding

awards in the corporate transaction, then the vesting of outstanding awards held by participants will accelerate in full and any repurchase

rights held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction.

Notwithstanding the foregoing,

to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our board may

provide that such awards will be canceled for a payment equal to the excess, if any, of the value of the property the holder would have

received upon exercise of such award over any exercise price payable.

In addition, with

respect to awards (and, if applicable, shares of restricted stock acquired pursuant to such awards) granted to non-employee directors

that are assumed or substituted for, if on or following the date of such assumption or substitution such individual’s status as

a director is involuntarily terminated, such individual shall fully vest in and have the right to exercise awards as to all of the shares

subject thereto.

to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our Board of Directors

may provide that such awards will be canceled for a payment equal to the excess, if any, of the value of the property the holder would

have received upon exercise of such award over any exercise price payable.

In addition, with respect to awards (and, if applicable,

shares of restricted stock acquired pursuant to such awards) granted to non-employee directors that are assumed or substituted for, if

on or following the date of such assumption or substitution such individual’s status as a director is involuntarily terminated,

such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

Also, with respect to awards (and, if applicable,

shares of restricted stock acquired pursuant to such awards) granted to participants that are assumed or substituted for, if either (x)

such participant remains continuously employed by us or our successor through the one-year anniversary of such change in control or (y)

such participant’s employment is involuntarily terminated without cause (as such term is defined in the 2006 Plan), or such participant’s

shares of restricted stock acquired pursuant to such awards) granted to participants that are assumed or substituted for, if either (x) such

participant remains continuously employed by us or our successor through the one-year anniversary of such change in control or (y) such

participant’s employment is involuntarily terminated without cause (as such term is defined in the 2006 Plan), or such participant’s

duties are material diminished, in either case at any time prior to the one-year anniversary of such change in control, such individual

will vest into such awards on an accelerated basis as if such individual had provided an additional 12 months of continuous service, such

individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

will vest into such awards on an accelerated basis as if such individual had provided an additional 12 months of continuous service,

such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

Amendment of Awards.

The plan administrator

has the authority to modify outstanding stock awards under our 2006 Plan;

provided that no such amendment or modification may impair the

rights of any participant with respect to awards granted prior to such action without such participant’s written consent.

plan administrator has the authority to modify outstanding stock awards under our 2006 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Health and Welfare Benefits

Complete Solaria

provides benefits to its named executive officers on the same basis as provided to all of its employees, including health, dental and

vision insurance;

life and disability insurance;

Complete Solaria provides benefits to its named

executive officers on the same basis as provided to all of its employees, including health, dental and vision insurance;

life and disability

and a tax-qualified Section 401(k) plan.

Complete Solaria does not maintain any executive-specific

benefit or perquisite programs.

Complete Solaria does not maintain any executive-specific benefit or perquisite

Rule 10b5-1 Sales Plans

Complete Solaria’s directors and executive

officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of common

stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive

officer when entering into the plan, without further direction from them.

The director or executive officer may amend a Rule 10b5-1 plan

in some circumstances and may terminate a plan at any time.

Complete Solaria’s directors and executive officers also may buy or

sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance

with the terms of our insider trading policy.

officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of

Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director

or executive officer when entering into the plan, without further direction from them.

The director or executive officer may amend a Rule 10b5-1

plan in some circumstances and may terminate a plan at any time.

Complete Solaria’s directors and executive officers also may buy

or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject

to compliance with the terms of our insider trading policy.

Emerging Growth Company Status

Complete Solaria is an “emerging

growth company,” as defined in the JOBS Act.

Complete Solaria is an “emerging growth

company,” as defined in the JOBS Act.

As an emerging growth company it is exempt from certain requirements related to executive

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Consumer Protection Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity

Incentive Plans

The following table provides certain information

with respect to our 2023 Plan and Legacy Plans as of December 31, 2024.

Plan Category

Exercise Price

of Outstanding

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding

the beneficial ownership of shares of our common stock as of January 31, 2024 by:

● each person known to be the beneficial owner of more than 5% of the outstanding shares of common stock;

● each executive officer and director;

● all executive officers and directors of Complete Solaria as a group.

The SEC has defined “beneficial

ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.

A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire

within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power

to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or

similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary

shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable

within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of

any other person.

the beneficial ownership of shares of our Common Stock as of April 30, 2025 by:

● each person known to be the beneficial owner of more than

5% of the outstanding shares of our Common Stock;

● each of our directors and director nominees;

● each executive officer;

● all of our directors and executive officers as a group.

The SEC has defined “beneficial ownership”

of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.

A stockholder

is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days

after that date through (a) the exercise of any option, warrant or right;

(b) the conversion of a security;

to revoke a trust, discretionary account or similar arrangement;

or (d) the automatic termination of a trust, discretionary account

or similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person,

ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become

exercisable within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage

ownership of any other person.

This table is based upon information supplied

by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in the footnotes

to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting

and investment power with respect to all shares of our common stock beneficially owned by them.

Applicable percentages are based on 45,290,553

shares of common stock outstanding as of January 31, 2024, adjusted as required by rules promulgated by the SEC.

Percentage of

Unless otherwise indicated in the

footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole

voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Applicable percentages are based

on 65,781,061 shares of Common Stock outstanding as of March 31, 2025, adjusted as required by rules promulgated by the SEC.

Name and Address of Beneficial Owner (1)

Percentage of

5% or Greater Stockholders:

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(T.J.) Rodgers (3)

Entities affiliated with Edward Zeng (4)

Entities affiliated with Park West Asset Management LLC (5)

Entities affiliated with Polar Asset Management Partners Inc.

Entities Affiliated with Meteora (7)

Executive Officers and Directors:

(T.J.) Rodgers (3)

Entities affiliated with Alyeska Investment Group, L.P.

Entities Affiliated with Kline Hill (5)

Executive Officers and Incumbent Directors and Director Nominees:

Devin Whatley (2)

1 unchanged sentence

Adam Gishen (9)

Brian Wuebbels (12)

Ronald Pasek (10)

Chris Lundell (11)

All current directors and executive officers as a group (12 persons)

Daniel McCranie (12)

All directors and executive officers as a group (11 persons)

* Less than one percent.

otherwise indicated, the business address of each of the directors and executive officers of the Company is c/o Complete Solaria, Inc.,

45700 Northport Loop East, Fremont, CA 94538.

(i) 5,832,054 shares held by Ecosystem Integrity Fund II, L.P.

Devin Whatley is the managing member of the general partner,

(ii) 198,346 shares held by EIF CS SPV LLC and (iii) 2,369,253 shares issuable pursuant to Complete Solaria Warrants exercisable within

60 days of the Closing Date.

(1) Unless otherwise indicated, the business address of each

of the directors and executive officers of the Company is c/o Complete Solaria, Inc., 45700 Northport Loop East, Fremont, CA 94538.

(2) Includes (i) 5,832,054 shares held by Ecosystem

Integrity Fund II, L.P., of which Mr.

Devin Whatley is the managing member of the general partner, (ii) 198,346 shares

held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to Complete Solaria warrants exercisable within 60 days

of April 30, 2025.

The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr.

1 unchanged sentence

Richelle Court, Lafayette, California 94549.

(i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,842 shares held by Thurman Rodgers, (iii) 5,863,367 shares held by Rodgers Massey

Revocable Living Trust and (iv) 724,416 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days of the Closing

(4) Represents

shares held by NextG Tech Limited, an affiliate of Edward Zeng, a director of FACT until the Closing of the Business Combination.

(i) 1,909,140 shares of common stock and (ii) 3,614,472 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(5) Represents

shares held by Park West Asset Management LLC, Park West Investors Master Fund, Limited, Park West Partners International, Limited and

Park West Asset Management LLC is the investment manager to Park West Investors Master Fund, Limited and Park West Partners

International, Limited, and Peter S.

Park, through one or more affiliated entities, is the controlling manager of Park West Asset Management

The principal business address is c/o Park West Asset Management LLC, 1 Letterman Drive, Building C, Suite C5-900, San Francisco,

(6) Represents

shares held by Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”).

PMSMF is under management by

Polar Asset Management Partners Inc.

PAMPI serves as investment advisor of the Polar Fund and has control and

discretion over the shares held by the Polar Fund.

As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar

PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.

ultimate natural persons who have voting and dispositive power over the shares held by the Polar Fund are Paul Sabourin and Abdalla Ruken,

Co-Chief Investment Officers of PAMPI.

The address for Polar Asset Management Partners Inc.

is 16 York Street, Suite 2900, Toronto, ON,

Canada M5J 0E6.

(7) Represents

shares held by Meteora Capital, LLC, a Delaware limited liability company (“Meteora”) and Mr.

Vik Mittal (“Mr.

with respect to the shares of common stock held by certain funds and managed accounts to which Meteora Capital serves as investment manager

(collectively, the “Meteora Funds”).

Mittal serves as the Managing Member of Meteora Capital.

The address of the business

office of each of the Meteora and Mr.

Mittal is 840 Park Drive East, Boca Raton, FL 33444.

(i) 453,386 shares of common stock, (ii) 1,056,094 shares issuable pursuant to stock options exercisable within 60 days of the Closing

Date and (iii) 141,817 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days of the Closing Date.

235,804 shares issuable pursuant to stock options exercisable within 60 days of the Closing Date.

(10) Includes

(i) 1,656,348 shares of common stock and (ii) 2,077,225 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(11) Includes

(i) 390,796 shares of common stock and (ii) 517,488 shares issuable pursuant to Complete Solaria Warrants exercisable within 60 days

of the Closing Date.

(12) Includes

44,291 shares issuable pursuant to stock options exercisable within 60 days of the Closing Date.

FACT Related Party Transactions

Private Placement Warrants

On March 2, 2021, simultaneously with

the closing of the IPO, FACT completed the private sale of an aggregate of 6,266,667 FACT Private Placement Warrants to the Sponsor at

a purchase price of $1.50 per FACT Private Placement Warrant, generating gross proceeds to FACT of $9.4 million.

Each FACT Private Placement Warrant is

exercisable for one whole share of Complete Solaria Common Stock at a price of $11.50 per share, subject to adjustment.

A portion of the

proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the IPO held in the Trust Account.

The FACT Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor

or its permitted transferees.

Sponsor Support Agreement

In connection with the execution of the

Business Combination Agreement, FACT entered into a Sponsor Support Agreement with the Sponsor, the parties thereto, including the FACT

Initial Shareholders (together, the “ Sponsor Signatories ”, and Complete Solaria, pursuant to which the Sponsor Signatories

agreed to, among other things:

in favor of the Business Combination Agreement and the transactions contemplated thereby;

redeem their FACT Ordinary Shares;

the Closing, at each of the first three annual meetings of the stockholders of Complete Solaria vote all of their shares of Complete

Solaria Common Stock in favor of Mr.

Thiam for election to the board of directors of Complete Solaria;

bound by certain other agreements and covenants related to the Business Combination, including vesting and forfeiture restrictions with

respect to certain shares held by the Sponsor.

The Sponsor Support Agreement was entered

into as an inducement for FACT and Complete Solaria to enter into the Business Combination Agreement, and consideration was not provided

to the Sponsor Signatories in exchange for entering into the Sponsor Support Agreement.

Lock-Up Agreement

At Closing, Complete Solaria, the Sponsor,

the Sponsor Key Holders (as defined in the Lock-Up Agreement) and Complete Solaria Key Holders (as defined in the Lock-Up Agreement),

entered into the Lock-Up Agreement.

The Lock-Up Agreement contains certain

restrictions on transfer with respect to securities of Complete Solaria held by the Sponsor, Sponsor Key Holders and Complete Solaria

Key Holders immediately following the Closing (including shares of Complete Solaria Common Stock, Complete Solaria Private Warrants and

any shares of Complete Solaria Common Stock issuable upon the exercise, conversion or settlement of derivative securities and promissory

Such restrictions began at the Closing and end on the earlier of (x) the twelve month anniversary of the Closing and (y) the date

on which the volume weighted average price of Complete Solaria Common Stock equals or exceeds $12.00 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty trading days within any thirty consecutive trading

day period beginning after the date that is 180 calendar days after the Closing and ending 365 calendar days following the Closing.

In connection with working capital lending arrangements between

the Sponsor and third-party investors, certain restrictions on transfer on the Class B Ordinary Shares (or shares into which such Class

B Ordinary Shares convert), solely to be transferred by the Sponsor to such investors, were or shall be reduced to the three month anniversary

of the Closing.

Advisory Fees to China Bridge Capital

In May 2021, FACT entered into an agreement

with CBC, an affiliate of Edward Zeng, who is a member of the FACT board of directors, pursuant to which CBC agreed to provide advisory

and investment banking services to FACT in connection with a potential business combination.

Under amendment subsequent agreement, dated

June 3, 2022, which supersedes the previous agreement among the parties, FACT agreed to pay CBC a customary advisory fee that would be

negotiated at the time of the business combination.

Gishen, on behalf of FACT, Mr.

Zeng, in his capacity as a representative of CBC,

are holding ongoing negotiations regarding the amount of the advisory fee payable to CBC under its June 2022 letter agreement with FACT.

Prior the execution of the Original Business Combination Agreement, the FACT Special Committee and FACT Board approved a potential fee

arrangement between FACT and CBC.

The June 2022 agreement between FACT and CBC may be terminated by FACT or CBC at any time, with or without

Related Party Loans

In order to finance transaction costs

in connection with an intended business combination, the Sponsor, and certain of FACT’s officers and directors, loaned FACT funds

(“ Working Capital Loans ”).

After the closing of the business combination, FACT repaid the Working Capital Loans.

giving effect to the April 2022 FACT Note, June 2022 FACT Note and December 2022 FACT Note described below, up to $1.325 million of additional

Working Capital Loans were convertible into Private Placement Warrants of the post business combination entity at a price of $1.50 per

warrant at the option of the lender.

Such warrants are identical to the Private Placement Warrants.

As of December 31, 2021 and 2020,

FACT had no borrowings under the Working Capital Loans.

On April 1, 2022, FACT issued the April

2022 FACT Note.

The proceeds of the April 2022 FACT Note, which was drawn down from time to time until FACT consummated the initial business

combination, were used for general working capital purposes.

The April 2022 FACT Note bore no interest and was payable in full upon the

earlier to occur of (i) 24 months from the closing of the IPO (or such later date as may be extended in accordance with the terms of our

amended and restated memorandum and articles of association) or (ii) the closing of the business combination.

A failure to pay the principal

within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been

deemed an event of default, in which case the April 2022 FACT Note may have been accelerated.

Prior to FACT’s first payment of all

or any portion of the principal balance of the April 2022 FACT Note in cash, the Sponsor had the option to convert all, but not less than

all, of the principal balance of the April 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one ordinary share

of FACT at an exercise price of $1.50 per share.

The terms of the Working Capital Warrants are identical to the warrants issued by FACT

to the Sponsor in a private placement that was consummated in connection with the IPO.

The Sponsor is entitled to certain registration

rights relating to the Working Capital Warrants.

The issuance of the April 2022 FACT Note was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act.

On June 6, 2022, FACT issued the June 2022 FACT Note.

proceeds of the June 2022 FACT Note, which was drawn down from time to time until FACT consummated the initial business combination, were

used for general working capital purposes.

The June 2022 FACT Note bore no interest and is payable in full upon the earlier to occur of

(i) 24 months from the closing of the IPO (or such later date as may be extended in accordance with the terms of our amended and restated

memorandum and articles of association) or (ii) the closing of the business combination.

A failure to pay the principal within five business

days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of

default, in which case the June 2022 FACT Note would have been accelerated.

Prior to FACT’s first payment of all or any portion

of the principal balance of the June 2022 FACT Note in cash, the Sponsor had the option to convert all, but not less than all, of the

principal balance of the June 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one ordinary share of FACT at

an exercise price of $1.50 per share.

The terms of the Working Capital Warrants were identical to the warrants issued by FACT to the Sponsor

in a private placement that was consummated in connection with the IPO.

The Sponsor is entitled to certain registration rights relating

to the Working Capital Warrants.

The issuance of the June 2022 FACT Note was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

On December 14, 2022, FACT issued the December

2022 FACT Note.

The proceeds of the December 2022 FACT Note, which were drawn down from time to time until FACT consummated the initial

business combination, were used for general working capital purposes.

The December 2022 FACT Note bore no interest and was payable in

full upon the earlier to occur of (i) 24 months from the closing of our IPO (or such later date as may be extended in accordance with

the terms of our Articles of Association) or (ii) the closing of the business combination.

A failure to pay the principal within five

business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an

event of default, in which case the December 2022 FACT Note may have been accelerated.

Prior to FACT’s first payment of all or any

portion of the principal balance of the December 2022 FACT Note in cash, the payees thereunder had the option to convert all, but not

less than all, of the principal balance of the December 2022 FACT Note into Working Capital Warrants, each warrant exercisable for one

ordinary share of FACT at an exercise price of $1.50 per share.

The terms of the Working Capital Warrants are identical to the warrants

issued by FACT to the Sponsor in a private placement that was consummated in connection with the IPO.

The payees under the December 2022

FACT Note are entitled to certain registration rights relating to the Working Capital Warrants.

The issuance of the December 2022 FACT

Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On February 28, 2023, FACT issued the

February 2023 FACT Note.

The proceeds of the February 2023 FACT Note, $1,600,000 of which was drawn down on or about the date thereof,

$400,000 of which was drawn down, in accordance with the schedule set forth therein when FACT chose to extend the date by which it would

consummate the initial business combination beyond June 2, 2023, and $100,000 of which was drawn down on an as-needed basis with the mutual

consent of FACT and the Sponsor, was used for general working capital purposes.

The February 2023 FACT Note bore no interest and was payable

in full upon the consummation of a business combination.

A failure to pay the principal within five business days of the date specified

above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of default, in which case the

February 2023 FACT Note may have been accelerated.

The issuance of the February 2023 FACT Note was made pursuant to the exemption from

registration contained in Section 4(a)(2) of the Securities Act.

On May 31, 2023, FACT issued the May 2023

The proceeds of the May 2023 FACT Note were used for general working capital purposes.

The May 2023 FACT Note bore no interest

and was payable in full upon the consummation of a business combination.

A failure to pay the principal within five business days of the

date specified above or the commencement of a voluntary or involuntary bankruptcy action would have been deemed an event of default, in

which case the May 2023 FACT Note may have been accelerated.

The issuance of the May 2023 FACT Note was made pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Administrative Support Service

Commencing on the date of the IPO, FACT

agreed to pay the Sponsor up to $10,000 per month for office space and administrative support services.

These were paid on a monthly basis

via invoices, and there was no amount due under the Administrative Services Agreement as of December 31, 2021.

For the years ended December

31, 2021 and 2022, FACT paid the Sponsor $2,114 and $0, respectively, in expenses in connection with such services.

Complete Solaria Related Party Transactions

Complete Solaria 2022 Note Financing

Beginning on October 3, 2022, Complete Solar

entered into the Complete Solaria Subscription Agreements with certain investors pursuant to which such investors purchased the 2022 Convertible

In addition, the Rodgers Massey Revocable Living Trust purchased a convertible note from Complete Solaria in an amount equal to

approximately $6.7 million (the “ RMRLT Rollover Note ”), in consideration for Rodgers Massey Revocable Living Trust’s

former investment in Solaria, which were assumed and cancelled by Complete Solaria.

The RMRLT Rollover Note and the 2022 Convertible Notes

accrue interest at a rate of 5% per annum.

Immediately prior to the Closing, the RMRLT Rollover Note and the 2022 Convertible Notes converted

into that number of shares of common stock of Complete Solaria equal to (x) the principal amount together with all accrued interest of

the 2022 Notes divided by 0.75, divided by (y) the price of a share of common stock of Complete Solaria used to determine the conversion

ratio in the Business Combination Agreement.

In addition, the Sponsor transferred to the holders of 2022 Convertible Notes a pro rata

percentage of (i) 666,667 Founder Shares and (ii) 484,380 Private Placement Warrants held by the Sponsor.

The following table summarizes the RMRLT Rollover Note and

the 2022 Convertible Notes with related persons.

Purchase Amount

Private Placement

Rodgers Massey Revocable Living Trust (1)

1,039,988 (6)

Rodgers Massey Revocable Living Trust (1)

Edward Zeng (2) .

Tidjane Thiam (3)

NextG Tech Limited (4)

Adam Gishen (5)

(1) Thurman J.

“TJ” Rodgers is a member of Complete Solaria’s board of directors, and trustee

of the Rodgers Massey Revocable Living Trust.

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital

(2) Edward Zeng was a director of FACT until the Closing of the Business Combination.

(3) Tidjane Thiam was the Executive Chairman of FACT until the Closing of the Business Combination and is a director of Complete Solaria.

(4) NextG is an affiliate of Edward Zeng, a former director of FACT.

(5) Adam Gishen was the Chief Executive Officer of FACT and is a director of Complete Solaria.

(6) Includes 927,860 shares of Complete Solaria common stock and 112,128 Founder Shares.

(7) Includes 549,771 shares of Complete Solaria common stock and 66,711 Founder Shares.

(8) Includes 485,077 shares of Complete Solaria common stock and 58,372 Founder Shares.

(9) Includes 470,118 shares of Complete Solaria common stock and 58,372 Founder Shares.

(10) Includes 332,211 shares of Complete Solaria common stock and 40,026 Founder Shares.

(11) Includes 138,593 shares of Complete Solaria common stock and 16,677 Founder Shares.

(12) Includes 120,887 shares of Complete Solaria common stock and 15,010 Founder Shares.

(13) Includes 13,859 shares of Complete Solaria common stock and 1,667 Founder Shares.

In addition, holders of 2022 Convertible Notes are entitled

to receive, on a pro rata basis, up to an additional (i) 333,333 shares of Complete Solaria Common Stock, at a purchase price of $0.0001

per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock

equals or exceeds $12.50 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria

Common Stock are traded on a stock exchange, and (ii) 333,333 shares of Complete Solaria Common Stock, at a purchase price of $0.0001

per share, if within the first 12 months following the Closing Date, the volume weighted average price of Complete Solaria Common Stock

equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive days on which the shares of Complete Solaria

Common Stock are traded on a stock exchange,

Stockholder Support Agreement

On October 3, 2022, FACT, Complete Solar

and certain stockholders of Complete Solar, entered into the Complete Solar Stockholder Support Agreement, whereby each of the parties

thereto agreed to, among other things, vote to adopt and approve, upon the effectiveness of the Registration Statement, the Business Combination

and all other documents and transactions contemplated thereby.

Additionally, certain stockholders of Complete Solar agreed, among other

things, to effect the Complete Solar Preferred Conversion, not to transfer any of their shares of Complete Solar common stock and Complete

Solar preferred stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, or enter into any

voting arrangement that is inconsistent with the Complete Solar Stockholder Support Agreement.

Complete Solar and Solaria Merger

On October 3, 2022, Complete Solar and

Solaria entered into a Required Transaction Merger Agreement to form Complete Solaria.

Pursuant to the Required Transaction Merger Agreement,

Solaria was acquired by Complete Solar Holding Corporation and Complete Solar Midco, LLC, by means of a statutory merger of Complete Solar

Merger Sub, Inc., with and into Solaria, pursuant to which Solaria would survive and become a wholly-owned subsidiary of Complete Solar

Midco, LLC an indirect wholly-owned Subsidiary of Complete Solar Holding Corporation.

As a result of the Required Transaction,

certain stockholders of Complete Solar who were formerly holders of securities of Solaria have a right to appoint Antonio R.

Rodgers and Steven J.

Gomo to the Board of Directors of Complete Solaria.

Rodgers is trustee of the Rodgers Massey

Revocable Living Trust, which is a 5% holder of Complete Solaria Capital Stock.

Further, Vikas Desai and Arnaud Lepert were offered employment

with Complete Solaria.

Equity and other compensation, termination, change in control and other arrangements for these individuals are

described in the section titled “ Executive and Director Compensation .”

As a result of the Required Transaction,

the following Solaria security holders, entities affiliated with Park West Asset Management LLC;

Rodgers Massey Revocable Living Trust;

South Lake One, LLC;

and Eastern Win Development Holdings Limited, received equity consideration such that each currently holds more than

5% of Complete Solaria’s outstanding capital stock.

As a result of the Required Transaction,

the following Complete Solar stockholders, Ecosystem Integrity Fund II, L.P.

and The Libra Foundation, each holds more than 5% of Complete

Solaria’s outstanding capital stock.

Complete Solar Preferred Stock Financings

From March 2022 through April

2022, Complete Solar issued and sold an aggregate of 2,660,797 shares of its Series D-1 Preferred Stock for a cash purchase price of $4.9733

per share, 62,498 shares of its Series D-2 Preferred Stock for a cash purchase price of $1.8650 per share, and 48,256 shares of its Series

D-3 Preferred Stock for a cash purchase price of $1.5542 per share (together, the “ Complete Solar Series D Preferred Stock ”),

for aggregate gross proceeds of $13.4 million.

Each share of Complete Solar’s Series D Preferred Stock was cancelled in exchange

for the right to receive shares of the Complete Solaria’s Common Stock upon the Closing.

In January 2020, Complete Solar issued

and sold an aggregate of 2,800,283 shares of its Series C-1 Preferred Stock for a cash purchase price of $2.6497 per share for aggregate

gross proceeds of $7.4 million (the “ Complete Solar Series C Preferred Stock ”).

Each share of Complete Solar’s

Series C-1 Preferred Stock was cancelled in exchange for the right to receive shares of the Complete Solaria’s Common Stock upon

The following table summarizes the participation

in the foregoing transactions by Complete Solaria’s directors, executive officers, and holders of more than 5% of any class of Complete

Solaria’s capital stock as of the date of such transactions:

Complete Solar Preferred Stock Transactions

Name of Stockholder

Preferred Stock

The Libra Foundation (1)

Ecosystem Integrity Fund II, L.P.

(1) The Libra Foundation is a 5% holder of Complete Solaria capital stock.

(2) Ecosystem Integrity Fund II, L.P.

is a 5% holder of Complete Solaria capital stock.

Solaria Preferred Stock Financings

From June 2019 through

July 2020, Solaria issued and sold an aggregate of 5,367,134 shares of its Series E-1 Preferred Stock for a cash purchase price of $9.17

per share (the “ Solaria Series E Preferred Stock ”), for aggregate gross proceeds of $47.5 million.

Shares of Solaria’s

Series E Preferred Stock were exchanged for shares in Complete Solaria pursuant to the terms of the Required Transaction.

Solaria Preferred Stock Transactions

Shares of Series E-1

Name of Stockholder

Preferred Stock

Rodgers Massey Revocable Living Trust (1)

(1) Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria capital stock.

In the case of Mr.

Whatley, also includes 88,124 shares issuable pursuant to stock

options exercisable within 60 days of April 30, 2025.

(3) Includes (i) 485,562 shares held by Rodgers Capital,

LLC, (ii) 8,842 shares held by Thurman J.

Rodgers, (iii) 7,701,602 shares held by the Rodgers Massey Revocable

Living Trust, (iv) 1,838,235 shares held by the Rodgers Massey Freedom and Free Markets Charitable Trust, (v) 724,416 shares

issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (vi) 132,925 shares issuable

pursuant to stock options exercisable within 60 days of April 30, 2025.

The business address of the foregoing holders is 45700 Northport

Loop East, Fremont, CA 94538.

In addition to the foregoing and the number of shares reflected in the table above, (a) the Rodgers

Massey Revocable Living Trust holds $18,000,000 principal amount of the July 2024 Notes, which, subject to the terms and conditions

of the July 2024 Notes, are convertible into 10,714,285 shares of Common Stock, (b) the Rodgers Massey Revocable Living Trust

and the Mordgers Massey Freedom and Free Markets Charitable Trust own in the aggregate $8,000,000 principal amount of the September 2024

Notes, which, subject to the terms and conditions of the September 2024 Notes, are convertible into 3,742,690 shares of Common Stock,

and (c) 13,888,889 shares of Common Stock are issuable (but not yet issued) as Amendment Shares in respect of the First Safe and

the Second Safe (all as defined below).

(4) Based solely on information obtained from a Schedule 13G

filed by Alyeska Investment Group, L.P.

on February14, 2025.

Represents 219,080 shares of Common Stock held by Alyeska Investment Group,

L.P., Alyeska Fund GP, LLC, and Anand Parekh, as well as 7,017,544 shares of Common Stock issuable under the September 2024 Notes.

The September 2024 Notes are not currently convertible in accordance with their terms.

The principal business address is 77 West

Wacker Drive, 7 th Floor, Chicago, IL 60601.

(5) Based solely on information obtained from a Schedule 13G

filed by KHP Fund GP LLC (“KHP Fund GP”) on February 5, 2025.

Includes (i) an aggregate of 2,383,534 shares of

Common Stock held by Kline Hill Partners Fund LP (“KHP LP”), Kline Hill Partners IV SPV LLC (“KHP IV SPV”)

and Kline Hill Partners Opportunity IV SPV LLC (“KHP Opportunity IV SPV”), (ii) an aggregate of 4,745,675

shares of Common Stock issuable upon the conversion of the outstanding convertible promissory notes held by KHP LP, KHP IV SPV and

KHP Opportunity IV SPV and (iii) an aggregate of 170,486 shares of Common Stock issuable upon the exercise of warrants held

by KHP LP, KHP IV SPV and KHP Opportunity IV SPV.

KHP Fund GP is the general partner of KHP LP and may be deemed to share

voting, investment and dispositive power with respect to these securities.

Kline Hill Partners Fund IV LP (“KHP IV LP”)

is the sole member of KHP IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities.

KHP Fund IV GP is the general partner of KHP IV LP and may be deemed to share voting, investment and dispositive power with

respect to these securities.

KHP Opportunity IV LP is the sole member of KHP Opportunity IV SPV and may be deemed to share

voting, investment and dispositive power with respect to these securities.

KHP Fund IV GP is the general partner of KHP Opportunity IV

LP and may be deemed to share voting, investment and dispositive power with respect to these securities.

Michael Bego and Jared Barlow

are the managing members of KHP Fund GP and KPH Fund IV GP and may be deemed to share voting, investment and dispositive power with

respect to these securities.

Other than those securities reported herein as being held directly by such securityholder, each of them

disclaims any such beneficial ownership of such securities, except to the extent of their respective pecuniary interest.

address for Kline Hill is 325 Greenwich Ave., 3 rd Floor, Greenwich, CT 06830.

(6) Includes (i) 934,751 shares of Common Stock, (ii) 1,615,895 shares

issuable pursuant to stock options exercisable within 60 days of April 30, 2025, and (iii) 141,187 shares issuable pursuant to Complete

Solaria warrants exercisable within 60 days of April 30, 2025.

(7) Includes 94,452 shares issuable pursuant to stock options

exercisable within 60 days of April 30, 2025.

(8) Includes (i) 158,624 shares of Common Stock, (ii) 12,117

shares issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 94,452 shares

issuable pursuant to stock options exercisable within 60 days of March 31, 2025.

(9) Includes (i) 167,742 shares of Common Stock, (ii) 1,211 shares

issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 99,515 shares issuable

pursuant to stock options exercisable within 60 days of April 30, 2025.

(10) Includes 113,437 shares issuable pursuant to stock options

exercisable within 60 days of April 30, 2025.

(11) Includes 248,619 shares issuable pursuant to stock options

exercisable within 60 days of April 30, 2025.

(12) The Dan and Kathy McCranie 2000 Revocable Trust holds September

2024 Notes convertible into 350,877 shares of Common Stock.

McCranie serves as trustee of the Dan and Kathy McCranie 2000 Revocable

McCranie disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The compensation arrangements for our directors

and executive officers are described in Item 11 above, and the descriptions of such compensation arrangements are incorporated by reference

into this section.

Additionally, below is a description of transactions since January 1, 2024 to which we were a party, in which:

● the amounts involved exceeded or will exceed $120,000;

● any of our directors, executive officers or holders of more

than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons,

had or will have a direct or indirect material interest.

Simple Agreements For Future Equity

Solaria previously entered into certain Simple Agreements for

Future Equity (“ SAFEs ”) to raise funding.

In connection with the Required Transaction, the outstanding Solaria SAFEs

were assumed by and assigned to Complete Solaria and converted into Complete Solaria stock.

The SAFE dated December 24, 2020 and amended

February 23, 2021, by and between Solaria and Rodgers Massey Revocable Living Trust, for a purchase amount of $2,000,000, converted to

453,981 shares of Complete Solaria stock at a price per share of $4.405464.

The SAFE dated March 3, 2022 and amended March 11, 2022, by

and between Solaria and Rodgers Massey Revocable Living Trust, for a purchase amount of $2,000,000, converted to 453,981 shares of Complete

Solaria stock at a price per share of $4.405464.

“TJ” Rodgers is a member of Complete Solaria’s board of

directors, and trustee of the Rodgers Massey Revocable Living Trust.

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete

Solaria’s capital Stock.

The SAFE dated March 12, 2021, by and between Solaria and entities affiliated with Park West Asset Management

LLC, for a total purchase amount of $17,500,000.

Park West Investors Master Fund, Limited invested $15,500,000, which converted into 3,518,358

shares Complete Solaria stock at a price per share of $4.405464.

Park West Partners International, Limited invested $2,000,000, which

converted into 453,981 shares of Complete Solaria stock at a price per share of $4.405464.

The entities affiliated with Park West Asset

Management LLC are a 5% holder of Complete Solaria’s capital Stock Warrants

Complete Solaria issued warrants to purchase

shares of its capital stock to certain holders of 5% of its capital stock.

The following table summarizes the participation in the foregoing

transactions by Complete Solaria’s holders of more than 5% of any class of Complete Solaria’s capital stock as of the date

of such transactions:

Preferred Stock

Name of Stockholder

The Libra Foundation (1)

Ecosystem Integrity Fund II, L.P.

(1) The Libra Foundation is a 5% holder of Complete Solaria capital stock.

(2) Ecosystem Integrity Fund II, L.P.

is a 5% holder of Complete Solaria capital stock.

Assignment Agreement

On October 5, 2023, Complete Solaria entered

into an assignment and acceptance agreement (the “ Assignment Agreement ”) with Rodgers Massey Revocable Living

Trust and other parties.

Pursuant to the terms of the Assignment Agreement, among other things, Rodgers Massey Revocable Living Trust

assumed $1,500,000 of the aggregate $5,000,000 in revolving loans outstanding for Complete Solaria under that certain Loan Agreement.

“TJ” Rodgers is the Executive Chairman of Complete Solaria’s board of directors, and trustee of the Rodgers

On January 31, 2024, we entered into a simple

agreement for future equity (the “ First SAFE ”) with the Rodgers Massey Freedom and Free Markets Charitable

Trust (the “ Purchaser ”) in connection with the Purchaser investing $1.5 million in us.

The First SAFE

was initially convertible into shares of our Common Stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction

or series of transactions with the principal purpose of raising capital (an “ Equity Financing ”), pursuant to

which we have issued and sold Common Stock in an equity financing at a per share conversion price which was equal to the lower of (i)(a) $53.54 million

divided by (b) our capitalization immediately prior to such Equity Financing (such conversion price, the “ SAFE Price ”),

and (ii) 80% of the price per share of our Common Stock sold in the Equity Financing.

Rodgers is a trustee of the

Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive Officer.

On February 15, 2024, we entered into a second

simple agreement for future equity (the “ Second SAFE ”) with the Purchaser in connection with the Purchaser investing

$3.5 million in us.

The Second SAFE was initially convertible into shares of our Common Stock upon the initial closing of an Equity

Financing at a per share conversion price which was equal to the lower of (i) the SAFE Price, and (ii) 80% of the price per

share of our Common Stock sold in the Equity Financing.

Rodgers is a trustee of the Purchaser, and he is the Executive

Chairman of our Board of Directors and our Chief Executive Officer.

On April 21, 2024, we entered into an amendment

to each of our First SAFE and Second SAFE with the Rodgers Massey Freedom and Free Markets Charitable Trust to convert the invested

amounts into shares of our Common Stock.

The conversion share price was $0.36, calculated as the product of (i) $0.45, the closing

price of our Common Stock on April 19, 2024, multiplied by (ii) 80%.

The First SAFE and Second SAFE converted into 4,166,667

and 9,722,222 shares of our Common Stock, respectively (collectively, the “ Amendment Shares ”);

the Amendment Shares remain to be issued, the Amendment Shares are not included in the 65,781,061 shares of Common Stock outstanding and

entitled to vote at the Annual Meeting, and the Purchaser and its affiliates entitled to receive the Amendment Shares are not currently

able to vote the Amendment Shares at the Annual Meeting.

On May 13, 2024, we entered into a further

simple agreement for future equity (the “ Rodgers Group SAFE ”) with the Purchaser in connection with the Purchaser’s

investment of $1,000,000.

The Rodgers Group SAFE is convertible into shares of Common Stock upon the initial closing of a bona fide transaction

or series of transactions with the principal purpose of raising capital, pursuant to which we issue and sell Common Stock in an equity

financing at a per share conversion price which is equal to 50% of the price per share of Common Stock sold in the Equity Financing.

If we consummate a change of control prior to the termination of the Rodgers Group SAFE, the Purchaser will be automatically entitled

to receive a portion of the proceeds of such liquidity event equal to $1,000,000, subject to certain adjustments as set forth in the Rodgers

The Rodgers Group SAFE is convertible into a maximum of 2,750,000 shares of Common Stock, assuming a per share conversion

price of $0.275, which is the product of (i) $0.55, the closing price of the Common Stock on May 13, 2024, multiplied by (ii) 50%.

Rodgers is a trustee of the Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive

Exchange Agreement and Related Transactions

Exchange Agreement

On July 1, 2024, we entered into an Exchange

Agreement (the “ Exchange Agreemen t ”) with CRSEF Solis Holdings, L.L.C., a Delaware limited liability company

(“ Carlyle ”), Kline Hill Partners Fund LP, a Delaware limited partnership (“ Kline Fund ”),

Kline Hill Partners IV SPV LLC, a Delaware limited liability company (“ Kline Partners ”) and Kline Hill

Partners Opportunity IV SPV LLC, a Delaware limited liability company (“ Kline Opportunity ” and together

with Kline Fund and Kline Partners, “ Kline Hill ”) providing for, among other things:

the cancellation of all

indebtedness owed to Carlyle and Kline Hill by the Company;

termination of all debt instruments by and between the Company and Carlyle

and by and between Kline Hill;

the satisfaction of all obligations owed to Carlyle and Kline Hill by the Company under the terminated

debt instruments;

the issuance of convertible notes to Carlyle and Kline Hill (as further detailed below under “ July 2024

Note Financing ”);

and the issuance of 1,500,000 shares of Common Stock to Kline Hill (as further discussed in the paragraph

Kline Hill is a 5% holder of Complete Solaria’s capital stock.

Issuance of 1,500,000 Shares of Common

Stock to Kline Hill

On July 1, 2024, we entered into the Purchase

Agreements with Kline Hill.

Pursuant to the terms of the Purchase Agreements, Kline Hill purchased an aggregate of 1,500,000 shares

of Common Stock in consideration for the cancellation of indebtedness owed to Kline Hill.

Kline Hill is a 5% holder of Complete Solaria’s

capital stock.

Designated Board Observer Agreements

In addition, in consideration for the entry of

Carlyle and Kline Hill into the Exchange Agreement, on July 1, 2024, we entered into that certain Designated Board Observer Agreement

with Carlyle Entity and Kline Partners, pursuant to which Kline Partners and Carlyle each have the right to designate a person to attend

certain meetings of the Board in solely a non-voting, observer capacity.

Each of Carlyle and Kline Hill is a 5% holder of Complete Solaria’s

capital stock.

SCI Debt Restructuring

In October 2023, the Company entered into

an Assignment Agreement whereby Structural Capital Investments III, LP (“ SCI ”) assigned the debt payable

by the Company and its affiliates to SCI (the “ SCI Debt ”) to Kline Hill and Rodgers Massey Revocable Living

Trust for a total purchase price of $5.0 million.

The portion of the SCI Debt acquired by Kline Hill was cancelled as part of the

Exchange Agreement.

In connection with the Exchange Agreement, the principal amount of $3.5 million of the SCI Debt was exchanged

for the July 2024 Notes (as defined below) issued to Kline Hill.

Certain Indebtedness Payable to the Rodgers

Massey Revocable Living Trust

The Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital Stock.

Common Stock Purchase Agreements

On December 18, 2023, the Company entered

into separate common stock purchase agreements (the “ Purchase Agreements ”) with the Rodgers Massey Freedom and Free

Markets Charitable Trust and the Rodgers Massey Revocable Living Trust (each a “Purchaser”, and together, the “Purchasers”).

Pursuant to the terms of the Purchase Agreements, each Purchaser purchased 1,838,235 shares of common stock of the Company, par value

$0.0001, (the “ Shares ”), at a price per share of $1.36, representing an aggregate purchase price of $4,999,999.20.

The Purchasers paid for the Shares in cash.

“TJ” Rodgers is the Executive Chairman of Complete Solaria’s

board of directors and is a trustee of the Rodgers Massey Freedom and Free Markets Charitable Trust and the Rodgers Massey Revocable Living

Rodgers Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital Stock.

The principal portion of the SCI Debt owing to

the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained outstanding as of December 29, 2024

and is outstanding as of April 30, 2025.

The outstanding amount, plus accrued interest, is due on demand to the Rodgers Massey Revocable

Living Trust.

Rodgers is a trustee of the Rodgers Massey Revocable Living Trust, and he is the Executive Chairman of our

Board of Directors and our Chief Executive Officer.

July 2024 Notes

On July 1, 2024, we entered into Note Purchase

Agreements and the Exchange Agreement (together the “ July 2024 Purchase Agreement ”), pursuant to which

we issued to certain accredited investors and qualified institutional buyers approximately $50.0 million in aggregate principal amount

in convertible promissory notes (the “ July 2024 Notes ”).

The July 2024 Notes accrue interest at the

rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1,

The July 2024 Notes are convertible at the option of the holders at any time prior to the payment of the payment of the

principal amount of such convertible note in full.

Upon conversion of any convertible note, we will satisfy its conversion obligation

by delivering shares of Common Stock and paying cash in respect of any fractional shares.

The conversion rate for the convertible

notes is initially equal to 595.2381 shares of Common Stock per $1,000 principal amount due under the convertible notes.

The conversion

rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes.

The following table summarizes the

participation in the July 2024 Note Financing by Complete Solaria’s holders of more than 5% of any class of Complete Solaria’s

capital stock as of the date of such transactions:

Name of Stockholder

Rodgers Massey Revocable Living Trust

CRSEF Solis Holdings, L.L.C.

Kline Hill Partners Opportunity IV SPV LLC

Kline Hill Partners IV SPV LLC

Kline Hill Partners Fund LP

September 2024 Notes

On September 8, 2024, September 11,

2024 and September 22, 2024, we entered into note purchase agreements with certain accredited investors and qualified institutional

buyers relating to the sale and issuance of $80.0 million in aggregate principal amount of our 7.0% Convertible Notes due 2029 (the

“ September 2024 Notes ”).

The Company issued $4.0 million principal amount of the September 2024

Notes to the Rodgers Family and Free Markets Charitable Trust, and the Company issued $4.0 million principal amount of the September 2024

Notes to the Rodgers Massey Revocable Living Trust.

Rodgers is the Chief Executive Officer, a member of the Board of Directors,

and trustee of each of the Rodgers Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust.

Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital stock.

Additionally, the Company also issued $750,000

principal amount of the 7.0% Convertible Notes due 2029 to the Dan and Kathy McCranie 2000 Revocable Trust, for which J.

Daniel McCranie

serves as trustee.

McCranie was appointed to serve as a director of the Company on January 24, 2025.

Interest on the September 2024 Notes accrues

at a rate of 7.00% per year from September 16, 2024 and will be payable semiannually in arrears on January 1 and July 1

of each year, beginning on January 1, 2025.

On or after September 16, 2025, until the close of business on the second scheduled trading

day immediately preceding the maturity date, holders of the September 2024 Notes may convert all or any portion of their September 2024

Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder.

Upon conversion, the Company may satisfy

its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares

of Common Stock, at the Company’s election, in the manner and subject to the terms, conditions and limitations provided in the Indenture.

On December 18, 2024, at our annual meeting of stockholders, our stockholders approved the issuance of shares of our common stock

upon conversion of the September 2024 Notes in excess of the limitations otherwise applicable under the Indenture as a result of

Nasdaq Listing Rule 5635(d)(2).

As a result of this stockholder approval, we will seek approval to amend the Indenture to enable

the earlier conversion of the September 2024 Notes.

The conversion rate for the September 2024

Notes is initially 467.8363 shares of Common Stock per $1,000 principal amount of September 2024 Notes.

The conversion rate for the

September 2024 Notes is subject to adjustment from time to time in accordance with the terms of the Indenture.

In addition, upon

a conversion of the September 2024 Notes after September 16, 2025, following certain corporate events that occur prior to the

maturity date of the September 2024 Notes or if the Company delivers a notice of redemption in respect of the September 2024

Notes, the Company will, under certain circumstances, increase the conversion rate of the September 2024 Notes for a holder who elects

to convert its September 2024 Notes following September 16, 2025, in connection with such a corporate event that occurs prior

to the maturity date, or if the Company delivers a notice of redemption in respect of the September 2024 Notes.

Pegasus Solar

During 2024, Pegasus Solar entered into commercial

agreements with Complete Solaria.

Pegasus Solar designs and manufactures solar panel hardware and mounting systems that are purchased

by Complete Solaria.

Devin Whatley, a director, is the general partner of Ecosystem Integrity Fund, which holds an equity investment in

Pegasus Solar.

All agreements between Complete Solaria and Pegasus Solar were entered into in the ordinary course of business.

Since January 1,

2024, we have paid Pegasus Solar approximately $235,422 for the products supplied by Pegasus Solar to Complete Solaria.

Other than indirectly

through Ecosystem Integrity Fund’s equity interest in Pegasus Solar, Mr.

Whatley does not have a direct financial interest

in our relationship with Pegasus Solar or our transactions with Pegasus Solar.

Whatley was not involved in the negotiation of

the commercial agreements between Complete Solaria and Pegasus Solar.

SameDay Solar

Complete Solaria previously entered into commercial

agreements with SameDay Solar, a residential solar installer.

William Anderson, a director and our former Chief Executive Officer, owns

60% of the equity securities of SameDay Solar, and he is Chief Executive Officer of SameDay Solar.

All agreements between Complete Solaria

and SameDay Solar previously were entered into in the ordinary course of business.

Since January 1, 2024, we have paid SameDay Solar

a total of approximately $1,065,833.

Since January 1, 2024, Mr.

Anderson has received approximately $15,000 of remuneration

from SameDay Solar relating to its relationship with Complete Solaria.

Given his equity ownership, Mr.

Anderson also has a 60% interest

in SameDay Solar’s profits and earnings.

Employment Arrangements

Complete Solaria has entered into employment

agreements with certain of its executive officers.

For more information regarding these agreements with Complete Solaria’s named

executive officers, see the section titled “ Executive and Director Compensation—Employment Arrangements with Named Executive

Stock Option Grants to Directors and Executive Officers

Complete Solaria has granted stock options

to certain of its directors and executive officers.

Complete Solaria has entered into employment agreements

with certain of its executive officers.

For more information regarding these agreements with Complete Solaria’s named executive

officers, see the section titled “ Employment Arrangements with Named Executive Officers.

Stock Option Grants to Directors and Executive

Complete Solaria has granted stock options to

certain of its directors and executive officers.

For more information regarding the stock options and stock awards granted to Complete

Solaria’s directors and named executive officers, see the section titled “ Executive and Director Compensation .”

Solaria’s directors and named executive officers, see the section titled “ Executive Compensation .”

Indemnification Agreements

Complete Solaria entered into

new indemnification agreements with the directors and officers of New Complete Solaria following the Business Combination.

Complete Solaria’s certificate of

incorporation contains provisions limiting the liability of directors, and Complete Solaria’s amended and restated bylaws provide

that Complete Solaria will indemnify each of its directors and officers to the fullest extent permitted under Delaware law.

Complete Solaria entered into new indemnification

agreements with the directors and officers of Complete Solaria following the Business Combination.

Complete Solaria’s certificate of incorporation

contains provisions limiting the liability of directors, and Complete Solaria’s amended and restated bylaws provide that Complete

Solaria will indemnify each of its directors and officers to the fullest extent permitted under Delaware law.

Complete Solaria’s

amended and restated certificate of incorporation and amended and restated bylaws also provide the Complete Solaria’s Board with

discretion to indemnify Complete Solaria’s employees and other agents when determined appropriate by Complete Solaria’s Board.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Policies and Procedures for Related Person Transactions

The Complete Solaria Board adopted a written

related person transactions policy that sets forth Complete Solaria’s policies and procedures regarding the identification, review,

consideration and oversight of “related person transactions.” For purposes of the Complete Solaria policy only, a “related

person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which the Complete Solaria or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases

of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees

amended and restated certificate of incorporation and amended and restated bylaws also provide the Board of Directors with discretion

to indemnify Complete Solaria’s employees and other agents when determined appropriate by the Board of Directors.

Policies and Procedures for Related Person

The Board of Directors adopted a written related

person transactions policy that sets forth Complete Solaria’s policies and procedures regarding the identification, review, consideration

and oversight of “related person transactions.” For purposes of the Complete Solaria policy only, a “related person

transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which Complete Solaria or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases of

goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees

of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

Under the policy, the related person in

question or, in the case of transactions with a holder of more than 5% of any class Complete Solaria’s voting securities, an officer

with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the Complete Solaria’s

audit committee (or, where review by the Complete Solaria’s audit committee would be inappropriate, to another independent body

of the Board) for review.

To identify related person transactions in advance, the Complete Solaria will rely on information supplied by

Complete Solaria’s executive officers, directors and certain significant stockholders.

Under the policy, the related person in question

or, in the case of transactions with a holder of more than 5% of any class Complete Solaria’s voting securities, an officer with

knowledge of a proposed transaction, must present information regarding the proposed related person transaction to Complete Solaria’s

Audit Committee (or, where review by Complete Solaria’s Audit Committee would be inappropriate, to another independent body of the

Board of Directors) for review.

To identify related person transactions in advance, Complete Solaria will rely on information supplied

by Complete Solaria’s executive officers, directors and certain significant stockholders.

In considering a related person transaction,

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are not limited to:

risks, costs, and benefits to Complete Solaria;

impact on a director’s independence in the event the related person is a director, immediate family member of a director or an

entity with which a director is affiliated;

extent of the related person’s interest in the transaction;

purpose and terms of the transaction;

● management’s

recommendation with respect to the proposed related person transaction;

availability of other sources for comparable services or products;

the transaction is on terms comparable to those that could be obtained in an arm’s length transaction.

Complete Solaria’s audit committee will approve only

those transactions that it determines are fair to us and in Complete Solaria’s best interests.

All of the transactions described

above were entered into prior to the adoption of such policy.

● the risks, costs, and benefits to Complete Solaria;

● the impact on a director’s independence in the event

the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

● the extent of the related person’s interest in the transaction;

● the purpose and terms of the transaction;

● management’s recommendation with respect to the proposed

related person transaction;

● the availability of other sources for comparable services

● whether the transaction is on terms comparable to those that

could be obtained in an arm’s length transaction.

Complete Solaria’s Audit Committee will

approve only those transactions that it determines are fair to us and in Complete Solaria’s best interests.

Principal Accountant Fees and Services

The following table sets

forth the aggregate fees billed for professional audit services and other services rendered by our current auditor, Deloitte & Touche

LLP, and our former auditor, Marcum LLP for fiscal year 2023 and by our former auditor, Marcum LLP for fiscal year 2022.

Principal Accountant Fees and Services

The following table sets forth

the aggregate fees billed for professional audit services and other services rendered by BDO for fiscal year 2024.

All of the services

described in the following fee table were approved by the Audit Committee.

Fiscal Years Ended

(in thousands)

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All Other Fees

(1) Audit Fees - This category includes the audit of our

annual financial statements, the audit of our internal control over financial reporting, the review of our financial statements included

in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public accounting firm in

connection with statutory audit and regulatory filings for those fiscal years.

This category also includes advice on accounting matters

that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees - This category generally consists

of assurance and related services, such as due diligence related to acquisition, business combination, finance offering and the employee

benefit plan.

(3) Tax Fees - This category consists of services for tax

compliance, tax advice, and tax planning.

(4) All Other Fees - This category consists of annual subscription

for accounting literature.

The following table sets forth

the aggregate fees billed for professional audit services and other services rendered by Deloitte for fiscal years 2024 and 2023.

of the services described in the following fee table were approved by the Audit Committee.

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees

(1) Audit Fees — This category includes the audit of our annual financial

statements, the audit of our internal control over financial reporting, if applicable, the review of our financial statements

included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public

accounting firm in connection with statutory audit and regulatory filings for those fiscal years.

This category also includes

advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees — This category

generally consists of assurance and related services, such as due diligence related to acquisition, business combination and finance

(3) Tax Fees — This category consists

of services for tax compliance, tax advice, and tax planning.

Pre-Approval Policies and Procedures

Our Audit Committee has procedures

in place for the pre-approval of all audit services, audit-related services, tax services, and other services rendered by our independent

registered public accounting firm, Deloitte & Touche LLP.

Our Audit Committee generally pre-approves specified services in the defined

categories of audit services, audit-related services and tax services up to specified amounts.

Pre-approval may also be given as part

of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case

basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to one or more

of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with

maintaining the principal accountant’s independence.

Our Audit Committee has procedures in place for

the pre-approval of all audit services, audit-related services, tax services, and other services rendered by our independent registered

public accounting firm.

Our Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related

services and tax services up to specified amounts.

Pre-approval may also be given as part of our Audit Committee’s approval of the

scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is

engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members,

but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the

rendering of services other than audit services by our independent registered public accounting firm is compatible with maintaining the

principal accountant’s independence.

Transition from Deloitte

August 1, 2024, we notified Deloitte & Touche LLP (“Deloitte”) of its dismissal, effective as of the same day,

as our independent registered public accounting firm.

Deloitte served as our independent registered public accounting firm since the closing

of the Business Combination.

The decision to change the independent public accounting firm was approved by our Audit Committee.

the years ended December 31, 2022 and 2023 and the subsequent interim period through July 31, 2024, there were no:

(1) disagreements

with Deloitte within the meaning of Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or

practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte’s satisfaction,

would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable

events under Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except with respect to the

material weaknesses as described below and in Item 9A of this Annual Report on Form 10-K.

previously disclosed in our Annual Report on Form 10-K for fiscal 2023, we determined that material weaknesses in our internal control

over financial reporting existed because (a) we did not have sufficient full-time accounting personnel, (i) to enable appropriate

reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with

the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally

accepted accounting principles in the U.S., and (b) with respect to inventory controls related to the completeness, existence, and

cut-off of the inventories held at third parties, and controls related to the calculation of adjustments to inventory for items considered

excessive and obsolete.

Additionally, we did not adequately design and/or implement controls related to conducting a formal risk assessment

audit reports of Deloitte on our consolidated financial statements as of and for the years ended December 31, 2022 and 2023

did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting

principles, except that there was an explanatory paragraph describing conditions that raised substantial doubt about our ability to continue

as a going concern in Deloitte’s audit opinions dated April 6, 2023 and April 1, 2024.

provided Deloitte with a copy of the auditor change disclosures prior to filing them with the Securities and Exchange Commission in our

Current Report on Form 8-K on August 1, 2024 (the “Form 8-K”) and requested that Deloitte furnish a letter

addressed to the Securities and Exchange Commission stating whether or not it agreed with the statements made in the Form 8-K, as

specified by Item 304(a)(3) of Regulation S-K.

A copy of Deloitte’s letter dated August 1, 2024 was filed

as Exhibit 16.1 to the Form 8-K.

August 1, 2024, following the dismissal of Deloitte, the Audit Committee, after a competitive process to review the appointment of

the Company’s independent registered public accounting firm, approved the engagement of BDO USA, P.C.

(“BDO”) as the

Company’s independent registered public accounting firm.

our fiscal years ended December 31, 2022 and 2023 and through July 31, 2024, neither the Company, nor anyone on its behalf,

consulted BDO regarding either:

(i) the application of accounting principles to a specified transaction, either completed or proposed;

or the type of audit opinion that might be rendered on the Company’s financial statements;

or (ii) any matter that was the

subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable

event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Transition from Marcum

July 18, 2023, the Audit Committee of the Company’s board of directors approved the engagement of Deloitte as the Company’s

independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December

Deloitte previously served as the independent registered public accounting firm of Legacy Complete Solaria prior to the Business

Accordingly, Marcum LLP (“Marcum”), FACT’s independent registered public accounting firm prior to the Business

Combination, was informed that it would be replaced by Deloitte as the Company’s independent registered public accounting firm,

following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Marcum’s report of independent

registered public accounting firm dated April 6, 2023 on the FACT balance sheet as of December 31, 2022, the related statements of operations,

changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related

notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as

to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding substantial doubt

about FACT’s ability to continue as a going concern.

FACT determined that a material weakness exists in its internal control over

financial reporting related to the accounting for complex financial instruments, accrued expenses and accounts payable, and foreign exchange

transactions.

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there were no “disagreements”

(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have

caused Marcum to make reference thereto in its reports on FACT’s financial statements for such periods.

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there have been

no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, (i) the Company

did not both (a) consult with Deloitte as to the application of accounting principles to a specified transaction, either completed or

proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and (b) receive

a written report or oral advice that Deloitte concluded was an important factor considered by the Company in reaching a decision as to

such accounting, auditing, or financial reporting issue;

and (ii) the Company did not consult Deloitte on any matter that was either the

subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)

or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Company has provided Marcum with a copy of the disclosures made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation

S-K under the Exchange Act and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees

with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and,

if not, stating the respects in which it does not agree.

A letter from Marcum is attached hereto as Exhibit 16.1.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Financial Statements:

See Index to consolidated financial statements

in Part II, Item 8 of this Annual Report on Form 10-K.

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules:

All financial statement schedules

have been omitted because they are not required, not applicable or the required information is otherwise included.

The exhibits listed below are filed as part of this

Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.

All financial statement schedules have been omitted because they are not required, not applicable or the required information is otherwise included.

The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.

Exhibit Number

Exhibit Description

Controlled Equity Offering SM Sales Agreement dated December 19, 2024 by and between Complete Solaria, Inc.

and Cantor Fitzgerald & Co.

Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation

Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC

February 10, 2023

Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.

5 unchanged sentences

Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Indenture, dated September 16, 2024, between the Company and U.S.

Bank Trust Company, National Association

Form of 7.0% Convertible Senior Note due 2029

Form of Indenture

Description of Capital Stock

Form of Indemnification Agreement

37 unchanged sentences

and Executive Officers

Letter from Marcum LLP

July 24, 2023

Consent of Deloitte & Touche, LLP, independent registered public accounting firm

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

Exchange Agreement dated July 1 2024 among Complete Solaria, Inc.

and the Purchasers party thereto

Form of Convertible Note dated July 1, 2024

Form of Convertible Note Purchase Agreement dated July 1, 2024

Form of Note Purchase Agreement

Form of Polar Third Amendment to Forward Purchase Agreement

Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

Amendment No.

1 to Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

Amendment No.

2 to Common Stock Purchase Agreement effective August 14, 2024 between the Company and White Lion

Registration Rights Agreement dated July 16, 2024 by and between the Company and White Lion

OTC Equity Prepaid Forward Transaction Third Amendment dated as of July 17, 2024 by and between Polar Multi-Strategy Master Fund and the Company

Asset Purchase Agreement dated as of August 5, 2024 by and among the Company, SunPower Corporation and the other parties thereto

Employment Agreement dated October 10, 2024 between the Company and Daniel Foley

Transition Services Agreement dated September 30, 2024 among Complete Solaria, Inc.

and the other parties thereto

Form of Amendment to SAFE (2024)

Employment Agreement dated April 24, 2024 between the Company and Brian Wubbels

of Sandia Second Amendment to Forward Purchase Agreement

of Polar Second Amendment to Forward Purchase Agreement

of SAFE (May 2024)

Agreement with Chris Lundell dated as of May 18, 2024

of Sandia Third Amendment to Forward Purchase Agreement

of Siemens v.

Solaria Final Order

of Common Stock Warrant (2024)

of Statement of Work (2024)

and Restated Omnibus Incentive Plan

and Restated 2021 Stock Plan

of Option Agreement and Option Exercise under 2021 Stock Plan

Corporation 2016 Stock Plan

of Option Agreement and Notice of Exercise under 2016 Stock Plan

Solaria 2011 Stock Plan

of Option Agreement and Option Exercise under 2011 Stock Plan

Corporation 2006 Stock Plan

of Option Agreement, Restricted Stock Agreement and Early Exercise under 2006 Stock Plan

of Common Stock Purchase Agreement

of Employment Extension Agreement

from Deloitte & Touche LLP

from Marcum LLP

Trading Policy

of Deloitte & Touche, LLP, independent registered public accounting firm

of BDO USA, P.C.

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental Details

Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101

# Indicates a management contract or compensatory plan, contract or

Solaria, Inc.

Clawback Policy

Inline XBRL Document Set

for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed Financial Statements and Supplemental

Cover Page Interactive

Data File - formatted in Inline XBRL and included as Exhibit 101

Filed herewith

Indicates a management contract or compensatory plan, contract or arrangement.

FORM 10-K SUMMARY

2 unchanged sentences

the undersigned, thereunto duly authorized.

SOLARIA, INC.

CHRIS LUNDELL

Chris Lundell

COMPLETE SOLARIA, INC.

April 30, 2025

/s/ THURMAN J.

Chief Executive Officer

1 unchanged sentence

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Chris Lundell and Brian Wuebbels his true and lawful

PRESENTS, that each person whose signature appears below constitutes and appoints Thurman J.

Rodgers and Daniel Foley his true and lawful

attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead, in any and all capacities to

7 unchanged sentences

on the dates indicated.

/s/ Thurman J.

Chief Executive Officer and Director

April 30, 2025

(Principal Executive Officer)

/s/ Daniel Foley

Chief Financial Officer

April 30, 2025

(Principal Financial and Accounting Officer)

/s/ Chris Lundell

April 30, 2025

Chris Lundell

Executive Officer and Director

Executive Officer)

Brian Wuebbels

Financial Officer

Financial and Accounting Officer)

/s/ Antonio R.

April 30, 2025

/s/ Adam Gishen

April 30, 2025

/s/ Ronald Pasek

April 30, 2025

/s/ Tidjane Thiam

April 30, 2025

Tidjane Thiam

/s/ Devin Whatley

April 30, 2025

Devin Whatley

/s/ William J.

April 30, 2025

/s/ Lothar Meir

April 30, 2025

Daniel McCranie

April 30, 2025

Daniel McCranie

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures