Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS:


 


The Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class
A ordinary share of the Company, par value $0.0001 per share (each, an “ordinary share”), one right to receive one-tenth
of one ordinary share and one-half of one redeemable warrant;


 


Each whole warrant entitles
the holder to purchase one ordinary share at an exercise price of $11.50 per ordinary share; and


 


The Purchaser has agreed to
purchase a number of warrants as indicated opposite the Purchaser’s name on Annex I hereto plus up to an additional number
of warrants as indicated opposite the Purchaser’s name on Annex II hereto (collectively, the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder to purchase one ordinary share at an exercise price of $11.50
per ordinary share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B. Purchase
and Sale of the Private Placement Warrants.


 


(i) On the date of the consummation
of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number
of Private Placement Warrants that is indicated opposite the Purchaser’s name on Annex I hereto at a price of $1.00 per warrant
for the aggregate purchase price that is indicated on Annex I hereto (the “Purchase Price”), which shall be
paid by the Purchaser by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing
Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of
its Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 


(ii) On the date of any closing
of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and
each Over-allotment Closing Date (if any and where applicable) and the Initial Closing Date, a “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate number of Private
Placement Warrants that is indicated opposite the Purchaser’s name on Annex II hereto, in the same proportion as the amount
of the option that is then so exercised, at a price of $1.00 per warrant for up to the aggregate purchase price that is indicated on Annex II
hereto (such purchase price to be as indicated if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company
at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the
Over-allotment Closing Date, following the payment by the Purchaser of his, her or its Over-allotment Purchase Price by wire transfer
of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement
Warrants purchased and received by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect
such delivery in book-entry form.


 






     


    


    

 


C. Terms of
the Private Placement Warrants.


 


(i) Each Private Placement
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with
the Public Offering (the “Warrant Agreement”).


 


(ii) At the time of, or prior
to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the ordinary shares underlying the Private Placement Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing
Date) that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of each Closing Date.
This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in
accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery
by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance
of the ordinary shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms
hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under
federal or state securities laws.


 


C. Title to
Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company,
the terms hereof and the Warrant Agreement and the amended and restated memorandum and articles of association of the Company, the ordinary
shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private
Placement Warrants and the ordinary shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of the Purchaser.


 






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D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery
by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not
as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement,
instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment
Representations.


 


(i) The Purchaser is acquiring
Private Placement Warrants as described above and, upon exercise of such Private Placement Warrants, the ordinary shares issuable upon
such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only
and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”).


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it, him or her in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser decided
to enter into this Agreement not as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D under the Securities Act.


 


(v) The Purchaser has been
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree
of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser, nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 






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(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not
be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom;
and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission (the “Commission”)
has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination,
are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on
that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite
technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance
upon another exemption from the registration requirements of the Securities Act.


 


(viii) The Purchaser has such
knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investments in the Securities.


 


(ix) The Purchaser understands
that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions of
the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of each
Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before each Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5. Conditions of
the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of
each Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before each Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 






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Section 6. Termination.
This Agreement may be terminated at any time after June 30, 2022 upon the election by either the Company or the Purchaser upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company has filed with the Commission, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	CONSILIUM ACQUISITION CORP I, LTD.
	 	 	 
	 	By:	 
	 	Name: 	Charles Cassel
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	CONSILIUM ACQUISITION SPONSOR I, LLC
	 	 	 
	 	By:	 
	 	Name:	Faisal Ghori
	 	Title:	Manager


 


[Signature page to Private Placement Warrants
Purchase Agreement]

 




     


    


    

 


ANNEX I


 


	Purchaser’s Name	 	Number of Private 
 Placement Warrants to be Purchased*	 	 	Aggregate Purchase Price*	 
	Consilium Acquisition 
 Sponsor I, LLC	 	 	6,750,000	 	 	$	6,750,000	 



 


	*	Not including any additional Private Placement Warrants that
may be purchased pursuant to Section 1(B)(ii). See Annex II.




 






     


    


    

 


ANNEX II


  


	Purchaser’s Name	 	Maximum Number of Additional Private Placement Warrants to be Purchased Pursuant to Section 1(B)(ii)	 	 	Maximum Aggregate Purchase Price of Additional Private Placement Warrants	 
	Consilium Acquisition Sponsor I, LLC	 	 	675,000	 	 	$	675,000