Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS,
the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of February 17, 2021, pursuant
to which the Sponsor subscribed for an aggregate of 4,312,500 Class B ordinary shares, par value $0.001 per share, of the Company
(the “Founder Shares”) (which includes up to 562,500 shares that are subject to forfeiture by our Sponsor depending
on the extent to which the underwriter’s over-allotment option is exercised);


 


WHEREAS,
the Founder Shares are convertible into the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary
Shares”), at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association,
as may be amended from time to time;


 


WHEREAS,
on [●], 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase 3,225,000warrants (or up to 3,450,000
warrants depending on the extent to which the underwriter in the Company’s initial public offering exercises its over-allotment
option) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with
the closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one
Ordinary Share at a price of $11.50; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


Article I

DEFINITIONS


 


1.1 Definitions. The terms defined in this
Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer, the President or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Agreement” shall have
the meaning given in the Preamble.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Company” shall have
the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder” shall
have the meaning given in subsection 2.1.1.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall
have the meaning given in subsection 2.1.1.


 


“Form S-3” shall
have the meaning given in subsection 2.3.


 






     


     


    

 


“Founder Shares” shall
have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last reported
sale price of the Ordinary Shares equals or exceeds (i) $12.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial Business Combination or (ii) $18.00 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 75 days after the completion of the Company’s initial Business Combination, or (y) the date on which
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


“Holders” shall have
the meaning given in the Preamble.


 


“Insider Letter” shall
mean that certain letter agreement, dated as of [●], 2021, by and among the Company, the Sponsor and each of the Company’s
officers, directors and director nominees.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Ordinary Shares” shall
have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their
Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants and that
are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the
completion of the Company’s initial Business Combination.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Private Placement Warrants Purchase
Agreement” shall have the meaning given in the Recitals hereto.


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 






     


     


    

 


“Registrable Security”
shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding
Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security)
of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the Ordinary Shares issued
or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an
amount up to $1,500,000 made to the Company by a Holder, and (e) any other equity security of the Company sold or issued or issuable
with respect to any such Ordinary Share by way of a share dividend or share sub-division or in connection with a combination of shares,
recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of
or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
(D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (but with no
volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing
fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any
securities exchange on which the Ordinary Shares are then listed;


 


(B) fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with
blue sky qualifications of Registrable Securities);


 


(C) printing, messenger, telephone
and delivery expenses;


 


(D) reasonable fees and disbursements
of counsel for the Company;


 


(E) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses
of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered
for offer and sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall
have the meaning given in subsection 2.1.1.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall have
the meaning given in the Preamble hereto.


 


“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 


Article II

REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject to
the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates
the initial Business Combination, the Holders of at least thirty percent (30%) in interest of the then outstanding number of Registrable
Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of
all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such
Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon
receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant
to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty
five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated
to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1
with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such
purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.


 






     


     


    

 


2.1.2 Effective Registration. Notwithstanding
the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration
shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration
pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has
been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered
with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement
with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant
to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3 Underwritten Offering. Subject to the
provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as
part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the
form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities
in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such
Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in
customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders
initiating the Demand Registration.


 


2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises
the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other
equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders
(if any) (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that such Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register
in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Securities.


 


2.1.5 Demand Registration Withdrawal. A majority-in-interest
of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a
Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to
withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the
Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement,
(i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3,
that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection
with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






     


     


    

 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time on
or after the date the Company consummates an initial Business Combination, the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for,
or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by
the shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee share option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for
an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not
less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the
opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days
after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good
faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the
Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company.


 


2.2.2 Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises
the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or
number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which
Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2
hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual
piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken
for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective
number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant
to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any,
as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the
Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b) If the Registration is pursuant
to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration
(A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders
of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company
is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback Registration Withdrawal. Any
Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written
notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback
Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration
(or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to
the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 






     


     


    

 


2.2.4 Unlimited Piggyback Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant
to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3. The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time pursuant to
this Section 2.3 (“Form S-3”); provided, however, that the Company shall not
be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written
request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written
notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for
a Registration on Form S-3, the Company shall file a Registration Statement relating to all or such portion of such Holder’s
Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if
(i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $5,000,000.


 


2.4 Restrictions on Registration Rights.
If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the
filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided
that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1
and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective;
(B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of
underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board, such Registration would be seriously
detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement
at such time, then in each case, the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that
in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in
the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall
have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company
shall not defer its obligation in this manner more than once in any 12-month period.


 


Article III

COMPANY PROCEDURES


 


3.1 General Procedures. If at any time on
or after the date the Company consummates an initial Business Combination the Company is required to effect the Registration of Registrable
Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance
with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare and file with the Commission as soon
as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such
Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement
have been sold;


 


3.1.2 prepare and file with the Commission such amendments
and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by
the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or
by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus or are no longer outstanding;


 


3.1.3 prior to filing a Registration Statement or
Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable
Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other
documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such
Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided,
that the Company will not have any obligation to provide any document pursuant to this subsection 3.1.3 that is available on the
Commission’s EDGAR system;


 






     


     


    

 


3.1.4 prior to any public offering of Registrable
Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary
to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that
may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 cause all such Registrable Securities to be
listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;


 


3.1.6 provide a transfer agent or warrant agent,
as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


3.1.7 advise each seller of such Registrable Securities,
promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8 at least five (5) days prior to the filing
of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy
thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9 notify the Holders at any time when a Prospectus
relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result
of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such
Misstatement as set forth in Section 3.4 hereof;


 


3.1.10 permit a representative of the Holders, the
Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s
own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain a “cold comfort” letter
from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and
covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably
request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 on the date the Registrable Securities are
delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes
of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such
legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales
agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to a majority in interest of the participating Holders;


 


3.1.13 in the event of any Underwritten Offering,
enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of
such offering;


 


3.1.14 make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day
of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


3.1.15 if the Registration involves the Registration
of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering; and


 






     


     


    

 


3.1.16 otherwise, in good faith, cooperate reasonably
with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2 Registration Expenses. The Registration
Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental
selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees,
Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements for Participation in Underwritten
Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in
any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney,
indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of
such underwriting arrangements.


 


3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement or as may be necessary
in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of the
Company’s Annual Report on Form 10-K for its first completed fiscal year following the consummation of the Company’s
initial Business Combination, each of the Holders shall forthwith discontinue disposition of Registrable Securities until, in the case
of a Misstatement, he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood
that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
in the case of a post-effective amendment related to the Company’s Annual Report on
Form 10-K as described in this section, it has received notice that any post-effective amendment
has become effective, or, in either case, until he, she or it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written
notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such
purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 3.4.


 


3.5 Reporting Obligations. As long as any
Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants
to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders
with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify, to the extent
permitted by law, each Holder of Registrable Securities, its officers, directors and agents and each person who controls such Holder (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation
reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the
meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection with any Registration Statement
in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation
reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that
such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use
therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the
net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable
Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 






     


     


    

 


4.1.3 Any person entitled to indemnification herein
shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided
that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure
has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not
be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.


 


4.1.4 The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer,
director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of
Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified
party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5 If the indemnification provided under Section 4.1
hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims,
damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified
party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities
and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection
4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket
expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other
method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


Article V

MISCELLANEOUS


 


5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is
mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the
case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier
service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the
affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this
Agreement must be addressed, if to the Company, to: 80 Pine Street, Suite 3202, New York, NY 10005, Attention: Andrew Fishkoff, Esq.,
and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party
may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of
address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






     


     


    

 


5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


5.2.2 Prior to the expiration of the Founder Shares
Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights,
duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such
Holder to a Permitted Transferee.


 


5.2.3 This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which
shall include Permitted Transferees.


 


5.2.4 This Agreement shall not confer any rights
or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2
hereof.


 


5.2.5 No assignment by any party hereto of such party’s
rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received
(i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee,
in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished
by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2
shall be null and void.


 


5.3 Counterparts. This Agreement may be
executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND
TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF
THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION.


 


5.5 Amendments and Modifications. Upon the
written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question,
compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company,
in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other Registration Rights. The Company
represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register
any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale
of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement
supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between
any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7 Term. This Agreement shall terminate
with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	COLISEUM ACQUISITION CORP.,
	 	a Cayman Islands exempted company
	 	By:	      
	 	 	Name: 	Daniel Haimovic
	 	 	Title:	Co-Chief Executive Officer
	 	 
	 	HOLDER:
	 	COLISEUM ACQUISITION SPONSOR LLC,
	 	a Delaware limited liability company
	 	By:	 
	 	 	Name: 	Jason Stein
	 	 	Title:	Managing Member


 


[Signature Page to Registration Rights Agreement]