Exhibit
4.6


 


RIGHTS
AGREEMENT


 


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”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of 15,000,000 units (the “Units”)
of the Company’s equity securities (and up to 2,250,000 additional Units if the underwriters’ over-allotment option is exercised
in full), each Unit consisting of one share of the Company’s Class A ordinary share, par value $0.0001 per share (the “Ordinary
Shares”), one right to receive one-tenth of one Class A ordinary share upon the happening of the triggering event described
herein (the “Right”), and one warrant to purchase one half of one Class A ordinary share (the “Warrant”);
and


 


WHEREAS,
simultaneously with the consummation of the Public Offering, the Company will issue and deliver up to an aggregate of 17,250,000 rights
upon consummation of the offering, 2,250,000 of which are attributable to the over-allotment option; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form S-1, File No. 333-[●] (the “Registration Statement”) and a prospectus (“the Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of, among other
securities, the Rights and Ordinary Shares issuable to the holders of the Rights; and


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Rights; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and
the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 






     


     


    

 


2.
Rights.


 


2.1.
Form of Right. Each Right shall be issued in registered or book entry form, as requested by the Company or the holder of a Right.
Any rights issued in registered form shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer or the Chief
Financial Officer of the Company. In the event the person whose facsimile signature has been placed upon any Right shall have ceased
to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.


 


2.2.
Effect of Countersignature. If physical certificate is used, unless and until countersigned by the Rights Agent pursuant to this
Agreement, a registered Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.


 


2.3.
Registration.


 


2.3.1.
Right Register. The Rights Agent shall maintain books (the “Right Register”) for the registration of
original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue
and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Rights Agent by the Company.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem
and treat the person in whose name such Right shall be registered upon the Right Register (the “registered holder”)
as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing
on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for
all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.
Detachability of Rights. Each of the securities comprising the Units will begin to trade separately on (i) the 52nd day shall
begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following, or (ii) such earlier date as BTIG, LLC, as representative of the underwriters,
shall determine is acceptable (such date, the “Detachment Date”). In no event will separate trading of the
securities comprising the Units commence until the Company, if the Detachment Date is earlier than the 52nd day following the date of
the Prospectus, Company issues a press release announcing when such separate trading shall begin.


 


3.
Terms and Exchange of Rights


 


3.1.
Rights. Each Right shall entitle the holder thereof to receive one-tenth of one share of Ordinary Share upon the happening of
an Exchange Event (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its
Ordinary Shares upon an Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the
Units. In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 






    2


     


    

 


3.2.
Exchange Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial
Business Combination (as defined in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3.
Exchange of Rights.


 


3.3.1.
Issuance of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders
of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination,
the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue
to the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such
shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be
required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any
holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will
instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended
and Restated Memorandum and Articles of Association, the Company reserves the right to deal with any such fractional entitlement at the
relevant time in accordance with Cayman Islands law, which would include the rounding down of any entitlement to receive Ordinary Shares
to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining
fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares
in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without
any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange
of the Rights may be considered less than the value that the holder would otherwise expect to receive.


 


3.3.2.
Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


3.3.3.
Date of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date
of delivery of such certificate or entry of position.


 


3.3.4
Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly
held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the
holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section
3.3.1 above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will
be required to affirmatively convert his, her or its rights in order to receive the one-tenth of one share underlying each right (without
paying any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required
to indicate his, her or its election to convert the Rights into underlying Ordinary Shares as well as to return the original certificates
evidencing the Rights to the Company.


 






    3


     


    

 


3.5
Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4.
Transfer and Exchange of Rights.


 


4.1.
Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right
Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the
old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from
time to time upon request.


 


4.2.
Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange
or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder
of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered
for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not
cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating no restrictive legend is required.


 


4.3.
Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a Right Certificate for a fraction of a Right.


 


4.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5.
Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result
of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share
split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with
respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.


 


4.6.
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 






    4


     


    

 


5.
Other Provisions Relating to Rights of Holders of Rights.


 


5.1.
No Rights as Shareholder. Until the exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the
registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.


 


5.2.
Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


5.3.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6.
Concerning the Rights Agent and Other Matters.


 


6.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be
obligated to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


6.2.
Resignation, Consolidation, or Merger of Rights Agent.


 


6.2.1.
Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty days’ notice in writing to the Company. If the
office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice,
submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights
Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws
of the State of New York, in good standing and having its principal office in United States of America, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent
with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of
any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and
obligations.


 






    5


     


    

 


6.2.2.
Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof
to the predecessor Rights Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


6.2.3.
Merger or Consolidation of Rights Agent. Any entity into which the Rights Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent
under this Agreement without any further act.


 


6.3.
Fees and Expenses of Rights Agent.


 


6.3.1.
Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder
and shall, pursuant to its obligations under this Agreement, reimburse the Rights Agent upon demand for all expenditures that the Rights
Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the
carrying out or performing of the provisions of this Agreement.


 


6.4.
Liability of Rights Agent.


 


6.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or the Chairman of the Board of the Company
and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Agreement.


 


6.4.2.
Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject
to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Rights Agent in the execution
of this Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


6.4.3.
Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as
to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 






    6


     


    

 


6.5.
Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth.


 


6.6
Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Rights Agent
hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


7.
Miscellaneous Provisions.


 


7.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


7.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder
of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Rights Agent), as follows:


 


Consilium
Acquisition Corp I, Ltd.

2400 E. Commercial Boulevard, Suite 900

Ft. Lauderdale, FL 33308


 


with
a copy (which shall not constitute notice) to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Attn: P. Michelle Gasaway, Esq.

Faiz Ahmad, Esq.


 






    7


     


    

 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights
Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department








 


7.3.
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be
governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law,
the Company and the Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for
any such action, proceeding or claim. The Company and the Rights Agent hereby waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the
federal district courts of the United States of America are the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented
to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any Rights holder, such Rights holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such Rights holder in any such enforcement action
by service upon such Rights holder’s counsel in the foreign action as agent for such Rights holder.


 


7.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person, corporation or other entity other than
the parties hereto and the registered holders of the Rights and any right, remedy, or claim under or by reason of this Agreement or of
any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the registered holders of the Rights.


 


7.5.
Examination of the Rights Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights
Agent may require any such holder to submit his, her or its Right for inspection by it.


 


7.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 






    8


     


    

 


7.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


7.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require
the written consent or vote of the registered holders of a majority of the then outstanding Rights.


 


7.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]


 




    9


     


    

 


 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CONSILIUM ACQUISITION CORP I, LTD.



 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    10


     


    

 


Exhibit
A


Form
of Right


 


	NUMBER
    	RIGHTS


Consilium
Acquisition Corp I, Ltd.


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


CUSIP
[●]


 


THIS
CERTIFIES THAT, for value received, ______________________ is the registered holder of a right or rights (each, a
“Right”) to automatically receive one-tenth of one Class A ordinary share, $0.0001 par value (“Class A ordinary
share”), of Consilium Acquisition Corp I, Ltd. (the “Company”) for each Right evidenced by this Rights Certificate
on the Company’s completion of an initial business combination (as defined in the Company’s Amended and Restated
Memorandum and Articles of Association) upon surrender of this Right Certificate pursuant to the Rights Agreement between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company be required to net cash
settle any Right.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless. As more fully
described in the Company’s final prospectus dated [●], 2022, the holder of a Right shall have no right or interest of any
kind in the Company’s trust account established in connection with the Company’s initial public offering.


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a shareholder of the Company.


  


	 	 	 
	Chairman of
    the Board of Directors	 	Chief Executive
    Officer and Chief Financial Officer
	 	 	 
	 	 	 
	Continental
Stock Transfer & Trust Company, as Rights Agent	 	 





 







    11


     


    




 


Consilium
Acquisition Corp I, Ltd.


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board
of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which
the holder of this certificate by acceptance hereof assents.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	

    TEN
    COM
	—as
    tenants in common	UNIF
    GIFT MIN ACT —	________Custodian

    ________
	 	 	 	 
	TEN
    ENT	—as
    tenants by the entireties	 	(Cust)

    (Minor)

    under Uniform Gifts to Minors
	 	 	 	 
	JT
    TEN	—as
    joint tenants with right of survivorship and not as tenants in common	 	Act                          

    (State)
	 	 	 	 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, __________________ hereby sells, assigns and transfers unto


 


	

    (PLEASE
    INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

     

	(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

	 
	 

                                                                                 

	Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint

                                                                                 

	Attorney
    to transfer the said shares on the register of members of the within named Company with full power of substitution in the premises.
	 
	Dated:
	 
	 

                                                                                 

	 

    NOTICE:
    THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
    WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

	 
	Signature(s)
    Guaranteed:

    By
	 
	 


 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE UNITED STATES SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).


 


As
more fully described in the Company’s final prospectus dated [●], 2022, the holder of this certificate shall have no right
or interest of any kind in or to the funds held in the Company’s trust account established in connection with the Company’s
initial public offering.


 


 


12