Exhibit 10.4


 


SPONSOR
WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS
PURCHASE AGREEMENT, dated as of June 22, 2021 (as it may from time to time be amended, this “Agreement”), is
entered into by and between Coliseum Acquisition Corp., a Cayman Islands exempted company (the “Company”), and
Coliseum Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS:


 


The Company intends to consummate an initial public
offering of the Company’s units (the “Public Offering”), each unit consisting 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 entitles the holder to purchase
one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


The Purchaser has agreed to purchase an aggregate
of 3,225,000 warrants (or up to 3,450,000 warrants depending on the extent to which the underwriters in the Public Offering exercise their
over-allotment option) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary
Share at an exercise price of $11.50 per Ordinary Share.


 


NOW, THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms
of the Sponsor Warrants.


 


A. Authorization of the Sponsor Warrants.
The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and Sale of the Sponsor
Warrants.


 


(i) On the date of the consummation of the Public
Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 3,225,000 Sponsor Warrants at a
price of $1.50 per warrant for an aggregate purchase price of $4,837,500 (the “Purchase Price”), which shall be paid
by wire transfer of immediately available funds to the Company at least one day prior to the IPO Closing Date in accordance with the Company’s
wiring instructions. On the IPO Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately
available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the
Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii) On the
date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may
be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment
Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, up to 225,000 Sponsor Warrants (or, to the extent the over-allotment option is not
exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the over-allotment option that is exercised) at
a price of $1.50 per warrant for an aggregate purchase price of up to $337,500 (the “Over-allotment Purchase Price”).
The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of immediately available funds in accordance
with the Company’s wiring instructions, at least one (1) business day prior to such Over-allotment Closing Date. On the Over-allotment
Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on
such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


C. Terms of the Sponsor Warrants.


 


(i) Each Sponsor Warrant shall have the terms set
forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant
Agreement”).


 


(ii) At the time of, or prior to, the closing of
the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights
Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants
and the Ordinary Shares underlying the Sponsor Warrants.


 






     


     


    

 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser
to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive the IPO Closing Date) that:


 


A. Incorporation and Corporate Power.
The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse
effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and
authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance of this
Agreement and the Sponsor Warrants have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the
valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms as of the IPO Closing Date.


 


(ii) The execution and delivery by the Company of
this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Ordinary Shares upon exercise
of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and
will not as of the IPO Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the amended and restated memorandum
and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms hereof and
the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association of the Company, the Ordinary Shares issuable
upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the
Ordinary Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other
than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents. No
permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


Section 3. Representations and Warranties of the
Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the IPO Closing Date)
that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not, as of the IPO Closing
Date, conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order,
judgment or decree to which the Purchaser is subject.


 






     


     


    

 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Sponsor Warrants
and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”),
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


(iii) The Purchaser understands that the Securities
are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 


(iv) The Purchaser decided to enter into this Agreement
not as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities
Act.


 


(v) The Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors
of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.


 


(vi) The Purchaser understands that no United States
federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands that: (a) the Securities
have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; and (b) except as specifically
set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities
under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this
regard, the Purchaser understands that the Securities and Exchange Commission (the “SEC”) has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be
 “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule
144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities until the one-year anniversary
following consummation of the Business Combination despite technical compliance with the requirements of such Rule, and the Securities
can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.


 


(viii) The Purchaser has such knowledge and experience
in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in
the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able
to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future
needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments
in the Securities.


 


(ix) The Purchaser understands that the Sponsor Warrants
shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before
the IPO Closing Date, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the IPO Closing Date as
though then made.


 


B. Performance. The Company shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before the IPO Closing Date.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 






     


     


    

 


D. Warrant Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, on terms satisfactory
to the Purchaser.


 


Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the IPO Closing Date,
of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the IPO Closing Date
as though then made.


 


B. Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before the IPO Closing Date.


 


C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement. The Company
shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This Agreement may
be terminated at any time after June 30, 2021 upon the election by either the Company or the Purchaser upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive the IPO Closing Date.


 


Section 8. Definitions. Terms used but not
otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company
has filed with the SEC, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors and Assigns. Except
as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to
affiliates thereof.


 


B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement
shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York.


 


F. Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	COLISEUM ACQUISITION CORP.
	 	
    
	 	 
	 	By:	/s/ Daniel Haimovic
	 	 	Name:	Daniel Haimovic
	 	 	Title:	Co-Chief Executive Officer
	 	 	 	 
	 	PURCHASER:
	 	coliseum acquisition Sponsor LLC
	 	
    
	 	 
	 	By:	/s/ Jason Stein
	 	 	Name:	Jason Stein
	 	 	Title:	Managing Member


 


[Signature Page to Sponsor Warrants Purchase
Agreement]