Coliseum Acquisition Corp. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2021, is made and entered into by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with 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”).
Standard Contracts
INDEMNITY AGREEMENTIndemnification Agreement • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 22, 2021, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of June 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Coliseum Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • 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 Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Stifel, Nicolaus & Company, Incorporated as the underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.001 per share (each, an “Ordinary Share”), and one-third 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 Public Offering pursuant to a registration statement o
WARRANT AGREEMENTWarrant Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated June 22, 2021, is by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
COLISEUM ACQUISITION CORP. 80 Pine Street, Suite 3202, New York, NY 10005Securities Subscription Agreement • March 19th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 Class B ordinary shares (the “Shares”), US$0.001 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 (“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, US$0.001 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, a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • Massachusetts
This Registration Rights Agreement (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “New Sponsor” and, together with the Previous Sponsor, the “SPAC Sponsors”), the executive officers and directors of SPAC as of immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) (such executive officers and directors, together with the SPAC Sponsors, the “Sponsor Parties”), certain shareholders of the Company set forth on Schedule 1 hereto, and the executive officers and directors of the Company as of immediately following the consummation of the transactions contemplated by the Business Combination Agreement (such Company shareholders and executive officers and d
PURCHASE AGREEMENTPurchase Agreement • June 15th, 2023 • Coliseum Acquisition Corp. • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of June 15, 2023 (the “Effective Date”), by and among Berto LLC, a Delaware limited liability company (the “Acquirer”), Coliseum Acquisition Corp., a Cayman islands exempted company (“SPAC”), and Coliseum Acquisition Sponsor LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
15,000,000 Units Units, each consisting of one (1) share of Class A ordinary share, $0.001 par value and one-third of one warrant UNDERWRITING AGREEMENT June 22, 2021Underwriting Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
Coliseum Acquisition Corp. priced 15,000,000 units at $10.00 per unit plus an additional 2,250,000 units if the underwriter exercises its over-allotment option in full.
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 24, 2024, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement (as defined below).
Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005Administrative Services Agreement • June 28th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
JOINDER AGREEMENTJoinder Agreement • April 5th, 2024 • Coliseum Acquisition Corp. • Blank checks
Reference is hereby made to that certain Letter Agreement, dated as of June 22, 2021 (the “Letter Agreement”) by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and other parties named in the Letter Agreement (each an “Insider” and collectively, the “Insiders”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 24th, 2023 • Coliseum Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [ ], 2023 by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“MITA” or the “Company”), Harry L. You (the “Insider”), and the undersigned investor[s] ([collectively,] the “Investor”).
LETTER AGREEMENTLetter Agreement • December 18th, 2024 • Coliseum Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being entered into (i) in connection with the proposed business combination (the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024 and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Coliseum Acquisition Corp. (“Coliseum”), Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc. (“Holdco”), Rainwater Merger Sub 1, Inc., a wholly-owned subsidiary of Holdco and Rainwater Merger Sub 2A, Inc., a wholly-owned subsidiary of Coliseum and (ii) that certain Purchase Agreement (the “Purchase Agreement”), dated June 15, 2023, by and among Coliseum, Coliseum Acquisition Sponsor LLC (“Initial Sponsor”) and Berto, LLC (“Berto”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 27th, 2023 • Coliseum Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 21, 2023, by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • Massachusetts
This Company Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), the persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Rain Enhancement Technologies, Inc., a Delaware corporation (the “Company”), and Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among COLISEUM ACQUISITION CORP., RAIN ENHANCEMENT TECHNOLOGIES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [___________]Warrant Assignment, Assumption and Amendment Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [________] and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Rain Enhancement Technologies Holdings, Inc., a Massachusetts corporation (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated June 22, 2021, by and between the SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Dear Coliseum Acquisition Sponsor LLC,Investment Agreement • June 9th, 2021 • Coliseum Acquisition Corp. • Blank checks
This letter agreement sets forth the terms of the agreement between Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Company”), and certain investment funds and/or managed accounts managed by or affiliated with [__] (collectively, “Subscriber”). The Company is the sponsor of Coliseum Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), which is a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
BUSINESS COMBINATION AGREEMENT by and among Coliseum Acquisition Corp., RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC., rainwater MERGER SUB 1, INC., RAINWATER MERGER SUB 2, InC. AND Rain Enhancement Technologies, Inc. Dated as of June 25, 2024Business Combination Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • Massachusetts
COLISEUM ACQUISITION CORP.Administrative Services Agreement • June 27th, 2023 • Coliseum Acquisition Corp. • Blank checks
Reference is made to the Administrative Services Agreement by and between Coliseum Acquisition Corp. (the “Company”) and SC Management LLC (the “Provider”), dated June 22, 2021 (the “Services Agreement”). The Company wishes to terminate the Services Agreement effective as of the date hereof. By signing below, parties have agreed that the Services Agreement shall be of no further force or effect as of or after the date hereof.
LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks
This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2024, by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), the shareholders of Holdco listed on the signature pages hereto under the heading “Securityholders”, each officer and director of Holdco, the Company (as defined below) and SPAC (as defined below) and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto in order to become a “Securityholder” for purposes of this Agreement (collectively, the “Securityholders”, and each individually, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Coliseum Acquisition Corp. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144Administrative Services Agreement • July 27th, 2023 • Coliseum Acquisition Corp. • Blank checks
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 26th, 2024 • Coliseum Acquisition Corp. • Blank checks • Massachusetts
This Sponsor Support Agreement (this “Agreement”) is dated as of June 25, 2024, by and among Coliseum Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Coliseum Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Previous Sponsor”), Berto LLC, a Delaware limited liability company (the “New Sponsor”), and Harry You, an affiliate of the New Sponsor (the “Sponsor Affiliate”, and together with the New Sponsor and the Previous Sponsor, the “Sponsors”), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”) and Rain Enhancement Technologies, Inc., a Massachusetts corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
