Exhibit 10.5


 


CONSILIUM ACQUISITION CORP I, LTD.


2400 E. Commercial Boulevard, Suite 900


Ft. Lauderdale, Florida 33308


 


	Consilium Acquisition Sponsor I, LLC	July 1, 2021
	2400 E. Commercial Boulevard, Suite 900	 
	Ft. Lauderdale, Florida 33308	 






 


RE: Securities
Subscription Agreement


 


Ladies and Gentlemen:


 


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 the context otherwise requires, as used herein “Shares” shall be deemed to include any Class A Shares
issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the
Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1. 
Subscription of Shares. For the sum of U.S.$25,000, which the Company acknowledges receiving in cash, the Company hereby
issues the Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the
terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement,
the Company shall register the Shares in the name of the Subscriber on the register of members of the Company. All references in this
Agreement to Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands
law.


 


2. 
Surrender of Class A Ordinary Share. With effect immediately following the issue of the Shares to the Subscriber by the
Company, the Subscriber hereby irrevocably surrenders to the Company for cancellation and for nil consideration the one Class A ordinary
share of US$0.0001 par value standing in its name in the register of members of the Company.


 




     


     


    

 


3. 
 Representations, Warranties and Agreements.


 


3.1 
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber,
the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


3.1.1 
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Shares.


 


3.1.2 
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


3.1.3 
Formation, Registration and Authority. The Subscriber is a Cayman Islands limited liability company formed and registered,
validly existing and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to
carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally
and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


3.1.4 
Experience, Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is
able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment
in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below)
and therefore cannot be sold unless such transaction is registered under the Securities Act or an exemption from such registration is
available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber
is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s investment in
the Shares.


 


3.1.5  Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to
ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the
finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the
Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due
diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been
authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the
Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
relating to the Company, its operations and/or its prospects. 


 




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3.1.6 
Private Placement. The Subscriber represents that it 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”),
and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited
investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


3.1.7 
Investment Purposes. The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the
Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or
dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 of Regulation D under the Securities Act.


 


3.1.8 
Restrictions on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing the Shares
will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Shares or
any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s
option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule
144 may not be available to the Subscriber for the resale of the Shares until at least one year following consummation of the initial
business combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.


 


3.1.9 
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 




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3.2 
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company
hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:




 


3.2.1 
 Incorporation and Corporate Power. The Company is a Cayman Islands exempted company 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.


 


3.2.2 
 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles of Association,
as amended to the date hereof (the “Memorandum and Articles”), (ii) any agreement, indenture or instrument to which
the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject.


 


3.2.3 
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles,
and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and non-assessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have
or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities
laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


3.2.4 
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection
with any transactions.


 


3.2.5 
Authorization. The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and
reserved for issuance upon such conversion.


 


4. 
Forfeiture of Shares.


 


4.1  Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is
not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject
to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or
earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number
of Shares (up to an aggregate of 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such
that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Ordinary Shares
immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants). Such
forfeiture shall take effect as a surrender for no consideration as a matter of Cayman Islands law, and shall occur upon the
expiration of the Over-allotment Option.


 




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4.2 
Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 4, then after such
time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company
shall take such action as is appropriate to cancel such forfeited Shares.


 


5. 
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased and subscribed for pursuant
to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by
the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which
substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation
of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed for shall be eligible
to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares
of Ordinary Shares held by it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


6. 
Restrictions on Transfer.


 


6.1 
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly
known as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company
and the other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part
of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state
securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received, if requested
by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction
is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and
with all applicable state securities laws.


 


6.2 
Lock-up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”)
contained in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earliest to occur of: (a) one
year after the completion of the Company’s initial business combination; (b) if the last sale price of the Class A Shares equals
or exceeds U.S.$12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s initial business
combination; and (c) the date on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar
transaction after the Company’s initial business combination that results in all of the Company’s shareholders having the
right to exchange their Shares for cash, securities or other property.


 




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6.3 
 Restrictive Legends. The book entries representing the Shares shall contain legends or notations thereon substantially
to the effect as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 


 


“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.” 


 


6.4 
Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration
of an extraordinary dividend payable in a form other than Ordinary Shares, a spin-off, a share sub-division, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration,
any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any
Shares subject to this Section 6 or into which such Shares thereby become convertible shall immediately be subject to this Section 6 and
Section 4. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class
of Ordinary Shares subject to this Section 6 and Section 4.


 


6.5 
Registration Rights. The Subscriber acknowledges that the Shares are being purchased and subscribed for pursuant to an exemption
from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they
are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 


7. 
Other Agreements.


 


7.1 
Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


7.2  Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such
other address or fax number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.


 




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7.3 
Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the IPO, embodies the entire agreement
and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of
any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions
of this Agreement.


 


7.4 
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


7.5 
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


7.6 
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior
written consent of the other party.


 


7.7 
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the
parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this
Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


7.8 
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with
and governed by the laws of New York applicable to contracts wholly performed within the borders of such state.


 


7.9 
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless
remain in full force and effect.


 


7.10 
 No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor
any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances
without such notice or demand.


 




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7.11 
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement
or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


7.12 
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such
party and to bear the cost of legal expenses incurred in defending against any such claim.


 


7.13 
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.14 
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


7.15  Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in
the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 


7.16 
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


8. 
Voting and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with respect
to any of the Shares in connection with an initial business combination or any amendment to the Company’s Memorandum and Articles
of Association, as amended, prior to an initial business combination. Additionally, the Subscriber agrees not to tender any Shares in
connection with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated
by the Company.


 


9. 
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.





 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


Very truly yours,


 


	CONSILIUM ACQUISITION CORP I,

 LTD.	 
	 	 
	By:	/s/ Charles Cassel III	 
	Name:	Charles Cassel III	 
	Title:	Director	 
	 	 	 
	By:	/s/ Jonathan Binder	 
	Name:	Jonathan Binder	 
	Title:	Director	 
	 	 	 
	CONSILIUM ACQUISITION SPONSOR I, LLC	 
	By: Consilium Investment Capital, Inc., its Manager	 
	 	 
	By:	/s/ Charles T. Cassel III	 
	Name:	Charles T. Cassel III	 
	Title:	Vice President	 



 


[Signature Page to Subscription Agreement]