Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF
THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to U.S.$400,000	Dated as of February 17, 2021


 


FOR VALUE RECEIVED
and subject to the terms and conditions set forth herein, Coliseum Acquisition Corp., a Cayman Islands exempted company (“Maker”),
promises to pay to Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (“Payee”), or order,
the principal sum of Four Hundred Thousand U.S. Dollars (U.S.$400,000) or such lesser amount as shall have been advanced by Payee
to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of
America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately
available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


		1.	Principal.



 


The unpaid principal balance of this Note
shall be due and payable in full on the earlier of: (i) June 30, 2021, and (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time
by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


		2.	Drawdown Requests.



 


Maker and Payee agree that Maker may request,
from time to time, up to Four Hundred Thousand U.S. Dollars (U.S.$400,000) in draw downs under this Note to be used for costs and
expenses related to Maker’s proposed initial public offering of its securities (the “IPO”), including
its formation. The unpaid principal balance of this Note may be drawn down from time to time prior to the Maturity Date upon request
from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down,
and must not be an amount less than Ten Thousand U.S. Dollars (U.S.$10,000) unless agreed upon by Maker and Payee. Payee shall
fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however,
that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Four Hundred Thousand U.S. Dollars
(U.S.$400,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request
by Maker.


 


		3.	Interest.



 


No interest shall accrue on the
unpaid principal balance of this Note.


 


		4.	Application of Payments.



 


All payments shall be applied first to payment in full of any
costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees,
then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


		5.	Events of Default.



 


The following shall constitute
an event of default (“Event of Default”):


 


(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 






     


     


    

 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive
days.


 


		6.	Remedies.



 


(a) Upon the occurrence of
an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be
due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of
an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


		7.	Waivers.



 


Maker and all endorsers and guarantors
of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note,
and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by Payee.


 


		8.	Unconditional Liability.



 


Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that
its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to
Maker or affecting Maker’s liability hereunder.


 


		9.	Notices.



 


All notices, statements or other
documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail (including .pdf), to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


		10.	Construction.



 


This note shall be construed
and enforced in accordance with the laws of New York.


 






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		11.	Severability.



 


Any provision contained in this
Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


		12.	Trust Waiver.



 


Notwithstanding anything herein
to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or
to any distribution of or from the trust account to be established in which proceeds of the IPO (including the deferred underwriting
discounts and commissions) and proceeds of the sale of the warrants issued in a private placement to occur in connection with the
IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities
and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the trust account for any reason whatsoever.


 


		13.	Amendment; Waiver.



 


Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of Maker and Payee.


 


		14.	Assignment.



 


No assignment or transfer of this
Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and
year first above written.


 


	COLISEUM ACQUISITION CORP.	 
	 	 
	By:	/s/ Daniel Haimovic	 
	Name: Daniel Haimovic	 
	Title: Director	 
	 	 
	Agreed and acknowledged:	 
	COLISEUM ACQUISITION SPONSOR LLC	 
	 	 
	By:	/s/ Jason Stein	 
	Name: Jason Stein	 
	Title: Managing Member	 



 






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