Amendment No. 1 to the Subscription Agreement

Exhibit 10.5

Amendment No. 1 to the Subscription Agreement

Reference is made to the Subscription Agreement dated July 25, 2023 (“Subscription Agreement”) between (i) Polar Multi-Strategy Master Fund (“the Investor”), (ii) Plum Acquisition Corp I., (“SPAC”), and (ii) Plum Partners LLC, (“Sponsor”). This amendment agreement (this “Amendment”) is made as of the 18^th day of October, 2023 and constitutes the first amendment to the Subscription Agreement. Investor, SPAC and Sponsor are referred to in this Amendment individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties hereto wish to update and amend the Subscription Agreement pursuant to the terms of this Amendment.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Existing Terms of Subscription Agreement. Unless otherwise defined in this Amendment, capitalized terms shall have the meaning given to them in the Subscription Agreement. Except as set forth in Section 2 of this Amendment, the Subscription Agreement will remain in full force and effect and as from the date hereof, references in the Subscription Agreement to “this Agreement”, “hereunder”, “herein” and like terms or to any provision of the Subscription Agreement shall be construed as a reference to the Subscription Agreement, or such provision, as amended, modified and restated by this Amendment. In the event of a conflict or inconsistency between the terms of the A&R Agreement and the terms contained in Section 2 of this Amendment, the terms contained in Section 2 of this Amendment shall control.

2. Amendments to the Subscription Agreement. With effect on and from the date hereof, the Parties agree that:

a. Notwithstanding anything in the Subscription Agreement to the contrary, the total amount of the Investor Capital Commitment that may be called subject to the Subscription Agreement is $750,000.

b. The last two sentences of Section 1.1 are deleted in their entirety and replaced with the following:

“An amount of up to $750,000 of the Investor’s Capital Commitment shall be deemed the subject of a Capital Call concurrently with the execution hereof (without regard to any notice period). No additional amounts may be called pursuant to this Agreement.”

c. Section 1.2 of the Subscription Agreement is deleted in its entirety and replaced with the following:

2.2 Subscription. In consideration of the Capital Call(s) made hereunder, Sponsor will promptly transfer to the Investor (or its permitted transferees), no later than two (2) business days following the closing of the Initial Business Combination:

i. 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances, other than pursuant to the Letter Agreement (defined below) and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares;

ii. 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$12.50 Shares”); and

iii. 74,695 shares of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$15 Shares” and together with the Initial Shares and the $12.50 Shares, the “Subscription Shares”).

The Initial Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”). Except as stated above or imposed by applicable securities law, the $12.50 Shares and/or the $15 Shares shall not be subject to any transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies. The Subscription Shares shall promptly be registered pursuant to the first registration statement filed by the SPAC or the surviving entity in relation to the business combination, which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC Closing. Notwithstanding anything in this Amendment or other agreement to the contrary, Investor shall be released with respect to the Subscription Shares from any transfer, lockup, or earn-out restrictions to the same extent as any other holder of Founder Shares are released from such restrictions. The Sponsor and SPAC covenant and agree to facilitate the transfer to Investor in accordance with the foregoing.

3. Miscellaneous. This Amendment shall enure to the benefit of the Parties hereto and their respective successors and assigns. This Amendment supersedes any prior contract, agreement, indenture, instrument, commitment, negotiations and discussions of the parties in respect of the subject matter hereof. No waiver of this Amendment shall be binding unless executed in writing by the party to be bound thereby and no such waiver shall extend to anything other than the specific subject matter thereof.

4. Counterparts. This Amendment may be executed and delivered in counterparts, including counterparts by electronic mail, DocuSign or scanned PDF via email transmission, each of which shall be deemed an original and which, when taken together, shall constitute one and the same document.

5. Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	SPAC: PLUM ACQUISITION CORP I
	By:	/s/ Xxxxxxxx Xxx
	Name:	Xxxxxxxx Xxx
	Title:	President & Co-CEO
	SPONSOR: PLUM PARTNERS LLC
	By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxxx Xxx
	Title:	President & Co-CEO
	INVESTOR: POLAR MULTI-STRATEGY FUND by its
	investment advisor Polar Asset Management Partners Inc.
	By:	/s/ Xxxxxxxx Xx
	Name:	Xxxxxxxxx Xx
	Title:	Director, OCOO
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Legal Counsel

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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first written above.

SPAC:

PLUM ACQUISITION CORP I

By:

Name:

Title:

SPONSOR:

PLUM PARTNERS LLC

By:

Name:

Title:

INVESTOR:

POLAR MULTI-STRATEGY FUND by its

investment advisor
Polar Asset Management Partners Inc.

By:

Name:

Title:

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