REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
CONSILIUM ACQUISITION CORP I, LTD. Ft. Lauderdale, Florida 33308Consilium Acquisition Corp I, Ltd. • December 9th, 2021 • Blank checks • New York
Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 Class B ordinary shares (the “Shares”) of U.S.$0.0001 par value per share of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (the “IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares of U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless th
INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of [●], 2022 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of [●], 2022 between the Company and the representative of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT CONSILIUM ACQUISITION CORP I, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Warrant Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Consilium Acquisition Corp I, Ltd.Letter Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), on the one hand, and BTIG, LLC, on the other hand, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one Right and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the P
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Consilium Acquisition Corp I, Ltd. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”) and Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
THIS RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (in such capacity, the “Rights Agent”).
Consilium Acquisition Corp I, Ltd.Support Services Agreement • December 9th, 2021 • Consilium Acquisition Corp I, Ltd. • Blank checks • New York
This Support Services Agreement (this “Agreement”) by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands exempted company (the “Company”) and Consilium Acquisition Sponsor I, LLC, a Cayman Islands limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 2400 E. Commercial Boulevard, Suite 900, Ft. Lauderdale, FL 33308 (or any successor location or other existing office locations of the Provider or any of its affilia
