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”).
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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants 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”).
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”).
INDEMNITY AGREEMENTIndemnity 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:
Coliseum Acquisition Corp. Re: Initial Public Offering Ladies and Gentlemen:Letter 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”).
COLISEUM ACQUISITION CORP. 80 Pine Street, Suite 3202, New York, NY 10005Coliseum Acquisition Corp. • March 19th, 2021 • 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
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.
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 AGREEMENTLetter 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”).
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).
Dear Coliseum Acquisition Sponsor LLC,Letter 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”).
COLISEUM ACQUISITION CORP.Coliseum Acquisition Corp. • June 27th, 2023 • 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.
Coliseum Acquisition Corp. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144Administrative Services Agreement • July 27th, 2023 • Coliseum Acquisition Corp. • Blank checks
