REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
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:
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 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 • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks
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 • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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”).
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 AGREEMENTUnderwriting Agreement • March 30th, 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.
Coliseum Acquisition Corp. 80 Pine Street, Suite 3202 New York, NY 10005Administrative Services Agreement • March 30th, 2021 • Coliseum Acquisition Corp. • Blank checks • New York
