Exhibit 10.5


 


Coliseum Acquisition Corp.

80 Pine Street, Suite 3202

New York, NY 10005


 


June 22, 2021


 


SC Management LLC


80 Pine Street, Suite 3202


New York, NY 10005


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this “Agreement”)
by and between Coliseum Acquisition Corp. (the “Company”) and SC Management LLC (the “Provider”), dated as of
the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq
Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business
combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254513)
filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”),
the Provider shall make available to the Company, at 80 Pine Street, Suite 3202, New York, NY 10005 (or any successor location or other
existing office locations of the Provider or any of its affiliates), certain administrative, financial and support services as may be
reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 on the Listing Date and
continuing monthly thereafter until the Termination Date and the Company shall reimburse the Provider for any out-of-pocket expenses.


 


The Provider hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek
payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees
not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the
Trust Account for any reason whatsoever.


 


This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter 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 Agreement may not be amended, modified or
waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. 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.


 


Any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York.


 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.


 


[Signature page follows]


 






    


     


    

 


	 	Very truly yours,
	 	COLISEUM ACQUISITION CORP.
	 	 
	 	By:	/s/ Daniel Haimovic
	 	 	Name: Daniel Haimovic
	 	 	Title:   Co-Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY: 	 
	SC mANAGEMENT LLC 	 
	 	 
	By:	/s/ Jason Stein	 
	 	Name: Jason Stein	 
	 	Title: Manager	 



 


[Signature Page to Administrative Services Agreement]