Exhibit 10.1


 


June 22, 2021


 


Coliseum Acquisition Corp.


80 Pine Street, Suite 3202

New York, NY 10005


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


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 on Form S-1 and a prospectus (the “Prospectus”) included therein, filed
by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used
herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriter
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees with the
Company that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination (including
any proposals recommended by the Company’s board of directors in connection with such Business Combination) and (ii) not redeem
any Shares owned by it, him or her in connection with such shareholder approval.


 


2. The Sponsor and each Insider hereby agrees with
the Company that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public
Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, as they may be amended from time to time, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten (10) business days thereafter, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the
 “Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of
taxes payable), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all
Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to not propose
any amendment to the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem
100% of the Offering Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the
Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination
activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any
such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges that it, he or she has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any
liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further
waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with
(x) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a
shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase Ordinary
Shares and (y) a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination
within 24 months from the closing of the Public Offering, or (ii) with respect to any other provision relating to
shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall be entitled to
redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within 24 months from the date of the closing of the Public Offering).


 






     


     


    

 


3. Notwithstanding the provisions set forth in
paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after
such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriter, offer, sell, contract to sell,
pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section
16”) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, Ordinary Shares, or publicly announce an intention to effect any such transaction; provided, however,
that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to
any current or future independent director of the company (as long as such current or future independent director transferee is subject
to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors
and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result
of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the Trust
Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered (other than the Company’s independent registered public accountants) or products sold to the Company
or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent registered public accountants) or
products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering
Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account as of the date of the liquidation of the
Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in
the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed
to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party
claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company
if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it
shall undertake such defense.


 


5. To the extent that the Underwriter do not exercise
their over-allotment option to purchase up to an additional 2,250,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal
to 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriter upon
the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. All references in this Letter Agreement to
Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter
of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriter
so that the number of Founder Shares will equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public
Offering.


 


6. (a) Each Insider that is an executive officer
of the Company hereby agrees not to become an officer or director of any other special purpose acquisition company with a class of securities
registered under the Exchange Act until the Company has entered into a definitive agreement regarding an initial Business Combination;
provided, however, that Daniel Haimovic may become a director of another special purpose acquisition company with a class
of securities registered under the Exchange Act, even before we have entered into a definitive agreement regarding an initial Business
Combination, so long as such entity maintains its executive office in Europe and is not expected to compete for the types of businesses
in the Company’s Core Sectors.


 


(b) The Sponsor and each
Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably injured in the event of a
breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter
Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such
breach.


 






     


     


    

 


7. (a) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the 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 (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it,
he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon the exercise of the Private Placement
Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in
paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares issued or issuable upon the exercise
or conversion of the Private Placement Warrants or the Founder Shares, are permitted (a) to the Company’s directors or officers,
any affiliates or family members of the Company’s directors or officers, the Sponsor, any members of the Sponsor or any affiliates
of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries
of such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination
at prices no greater than the price at which the securities were originally purchased; (g) in the event of the Company’s liquidation
prior to the Company’s completion of an initial Business Combination; (h) by virtue of the laws of the Cayman Islands or the Sponsor’s
limited liability company agreement, as amended, upon termination of the Sponsor; and (i) in the event of the Company’s completion
of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s
initial Business Combination; provided, however, that, in the case of clauses (a) through (e), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


8. The Sponsor and each Insider represents and
warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and
does not omit any material information with respect to such Insider’s background. Each Insider’s questionnaire furnished to
the Company, if any, is true and accurate in all respects. Each Insider represents and warrants that: it is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; it has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus, neither
the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive
from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds
held in the Trust Account prior to the completion of the initial Business Combination: (i) repayment of a loan and advances up to an aggregate
of $400,000 made to the Company by the Sponsor; (ii) payment to an affiliate of the Sponsor of a total of $10,000 per month for administrative,
financial and support services; (iii) reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and
completing an initial Business Combination; and (iv) repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction
costs in connection with an intended initial Business Combination; provided that if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned
amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.


 






     


     


    

 





10. The Sponsor and each Insider has full right
and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director
of the Company.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the
Company and one or more businesses; (ii) “Core Sectors” shall mean consumer product, service and media companies
at the intersection of sports, entertainment, digital media and/or technology, (iii) “Shares” shall mean, collectively,
the Ordinary Shares and the Founder Shares; (iv) “Founder Shares” shall mean the 4,312,500 Class B ordinary
shares, par value $0.001 per share, issued and outstanding immediately prior to the consummation of the Public Offering (up to 562,500
of which are subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is not
exercised); (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 3,225,000 Ordinary
Shares of the Company (or up to 3,450,00 Ordinary Shares of the Company depending on the extent to which the Underwriter’s over-allotment
option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of
$4,837,500 (or up to $5,175,000 depending on the extent to which the Underwriter’s over-allotment option is exercised pursuant to
the Underwriting Agreement), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the
Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering;
(vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering
shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject
of any such change, amendment, modification or waiver and (2) the Company.


 


13. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs
and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this
Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


16. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 






     


     


    

 





18. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.


 


19. Each party hereto shall not be liable for any
breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance
of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party,
including, without limitation, indemnification obligations and notice obligations.


 


20. This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company; provided, however, that this
Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June 30, 2021; provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 



     


     


    

 


	 	Sincerely,
	 	Coliseum Acquistion SPONSOR LLC
	 	 
	 	By: 	/s/ Jason Stein
	 	 	Name: 	Jason Stein
	 	 	Title: 	Managing Member
	 	
     

    Jason Stein

	 	 
	 	/s/ Jason Stein
	 	
     

    Daniel Haimovic

	 	 
	 	/s/ Daniel Haimovic
	 	
     

    Jason Beren

	 	 
	 	/s/ Jason Beren
	 	
     

    Andrew Fishkoff

	 	 
	 	/s/ Andrew Fishkoff
	 	
     

    Romitha Mally

	 	 
	 	/s/ Romitha Mally
	 	
     

    Rich Paul

	 	 
	 	/s/ Rich Paul
	 	
     

    Jim Lanzone

	 	 
	 	/s/ Jim Lazone
	 	 	 	 
	 	Andrew Heyer
	 	 
	 	/s/ Andrew Heyer
	 	
     

    Ezra Kucharz

	 	
    

	 	/s/ Ezra Kucharz





 



     


     


    

 


	
    

    Acknowledged and Agreed:
	 
	Coliseum ACQUISITION Corp.
	
     
	 
	By: 	/s/ Daniel Haimovic	 
	 	Name: 	Daniel Haimovic	 
	 	Title: 	Co-Chief Executive Officer	 


 


[Signature Page to Letter Agreement]