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
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.
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
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).
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).
