Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of June 22, 2021, by and between Coliseum Acquisition Corp., a
Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-254513 (the “Registration Statement”), and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one of
the Company’s Class A ordinary shares, par value $0.001 per share (each, an “Ordinary Share”), and one-third
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated as the
underwriter (the “Underwriter”); and


 


WHEREAS, as described in the Prospectus,
$150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $172,500,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount
to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $5,625,000, or $6,468,750 if the Underwriter’s over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter upon the consummation
of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United
States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or
more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting
the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that
the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
while this account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due, all interest or
other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Underwriter
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 






     


     


    

 


(i) Commence liquidation of the Trust Account only
after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company in a form substantially similar
to that attached hereto as either Exhibit A or Exhibit B (“Termination Letter”) signed on behalf of the Company
by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of
the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest
that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood
that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable),
only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination
Letter in the form of Exhibit A is received, or (y) upon the date which is twenty-four (24) months after the closing of the Offering,
or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders
of record as of such date;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest
earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company
or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no
reduction in the principal amount per share initially deposited in the Trust Account; provided, further, however,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by
a copy of the franchise tax bill for the Company (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look
beyond said request;


 


(k) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be
used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”)
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within twenty-four (24)
months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions from
the Trust Account other than pursuant to Sections 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer, General Counsel, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections
1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal
or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold
the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable
outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or
willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit
or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 






     


     


    

 


(c) Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to
modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless
and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b)
hereof;


 


(d) In connection with any vote of the Company’s
shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections for the
general meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Underwriter with a copy of any Termination
Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly
after it issues the same;


 


(f) Expressly provide in any Instruction Letter (as
defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A that the Deferred Discount be paid directly
to the account or accounts directed by the Underwriter; and


 


(g) Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
this Agreement.


 


3. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire or
otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of
any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best
judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee
with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g) Verify the accuracy of the information contained
in the Registration Statement;


 


(h) Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the
taxes payable by the Company, if any, relating to any interest income earned on the Property;


 






     


     


    

 


(j) Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise approve
the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has
no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the
Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b)
or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate
as follows:


 


(a) If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which
the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice
that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the
reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that
in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;


 


(b) At such time that the Trustee has completed the
liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section
2(b); or


 


(c) If the Offering is not consummated within ten
(10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or Coliseum Acquisition
Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company or Coliseum Acquisition Sponsor LLC, as
applicable.


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission
of the funds.


 


(b) This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k)
hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.001 per share, of the Company voting together as a single class; provided that
no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary
Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed,
amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given in
connection with any of the terms or provisions of this 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, by electronic mail or by facsimile transmission:


 






     


     


    

 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Coliseum Acquisition Corp.


80 Pine Street, Suite 3202


New York, NY 10005


Attn: Andrew Fishkoff, Esq.


Email: Andrew.Fishkoff@ebgr.com


 


in each case, with copies (which
shall not constitute effective notice) to:


 


DLA Piper LLP (US)


1251 Avenue of the Americas


New York, NY 10020


Attn: Sidney Burke, Esq.; Stephen P. Alicanti, Esq.


Email: Sidney.Burke@us.dlapiper.com; Stephen.Alicanti@us.dlapiper.com


 


and


 


Stifel, Nicolaus & Company, Incorporated

787 7th Avenue, 12th Floor

New York, New York 10019

Attn: Craig DeDomenico


 


and


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166-4193


Attn: Michael J. Blankenship, Esq.; Christopher M. Zochowski,
Esq.; Jennifer C. Kurtis, Esq.


Email: MBlankenship@winston.com; CZochowski@winston.com;
JKurtis@winston.com


 


(f) This Agreement may not be assigned by the Trustee
without the prior consent of the Company.


 


(g) Each of the Company and the Trustee hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint product of the Trustee
and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall
not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(j) Each of the Company and the Trustee hereby acknowledges
and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(k) Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company,
	 	as Trustee
	 	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:	Francis Wolf
	 	 	Title: 	Vice President
	 	 	 	 
	 	Coliseum Acquisition Corp.
	 	 	 	 
	 	By:	/s/ Jason Stein
	 	 	Name:	Jason Stein
	 	 	Title: 	Co-Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$	3,500.00	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250.00	 
	Paying agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 




 


 






     


     


    

 


EXHIBIT A

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Continental Stock Transfer & Trust Company:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Coliseum Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of June 22, 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with the Target Business (the
 “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two
(72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into
the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of
the funds held in the Trust Account will be immediately available for transfer to the account or accounts that Stifel, Nicolaus
 & Company, Incorporated (the “Underwriter”) (with respect to the Deferred Discount) and the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriter will earn any interest.


 


On the Consummation Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company
shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies that the Business Combination has been approved
by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Underwriter
with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account
(the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	Coliseum Acquisition Corp.
	 	
    

	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	Stifel, Nicolaus & Company, Incorporated	 



 






     


     


    

 


EXHIBIT B

[Letterhead of Company]


[Insert date]


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Continental Stock Transfer & Trust Company:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Coliseum Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of June 22, 2021 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with a Target Business (the “Business Combination”) within the time frame specified
in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating
to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the
trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
[insert date] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive
their share of the liquidation proceeds. You agree to be the paying agent of record and, in your separate capacity as paying agent,
agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust
Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the
funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of
the Trust Agreement.


 


	 	Very truly yours,
	 	Coliseum Acquisition Corp.
	 	
     

	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	Stifel, Nicolaus & Company, Incorporated	 



 






     


     


    

 


EXHIBIT C

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Continental Stock Transfer & Trust Company:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Coliseum Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of June 22, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $[insert amount] of the interest income earned on the Property as of the
date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	Coliseum Acquisition Corp.
	 	
     

	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	Stifel, Nicolaus & Company, Incorporated	 


 






     


     


    

 


EXHIBIT D

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Shareholder Redemption Withdrawal
Instruction


 


Dear Continental Stock Transfer & Trust Company:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Coliseum Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of June 22, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[insert amount] of the
principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (A) 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 Company’s public shares if it does not complete its initial Business Combination within such time as is described
in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your
customary procedures.


 


	 	Very truly yours,
	 	Coliseum Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	Stifel, Nicolaus & Company, Incorporated