INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 2, 2021 by and between Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Isos Acquisition Corp. Westport, CT 06880Isos Acquisition Corp. • January 21st, 2021 • New York
This agreement (this “Agreement”) is entered into on December 29, 2020 by and between Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Isos Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Overallotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 2, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____, 2021 between Isos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _____ (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2021, is made and entered into by and among Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Isos Acquisition Sponsor LLC, a Cayman Islands exempted company (the “Sponsor”), LionTree Partners LLC (“LionTree”) and each of the other undersigned (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
Isos Acquisition Corporation Westport, CT 06880Letter Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Isos Acquisition Corporation, a Cayman Islands exempted company, (the “Company”) and J.P. Morgan Securities, LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s units (including up to 3,000,000 additional units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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 will be sold in the Pub
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Isos Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FIRST INCREMENTAL AMENDMENT (this “Amendment”), dated as of March 28, 2018, to the First Lien Credit Agreement dated as of July 3, 2017 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the...First Lien Credit Agreement • September 20th, 2021 • Isos Acquisition Corp. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of July 3, 2017 (this “Agreement”), by and among A-B Merger Sub I Inc., a Delaware corporation (“Merger Sub 1”), A-B Merger Sub II LLC, a Delaware limited liability company (“Merger Sub 2”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, together with its successor and permitted assigns, the “Administrative Agent”), the Swingline Lender and an Issuing Bank, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacity as an Issuing Bank, and Goldman Sachs Bank USA (“GS Bank”), in its capacity as an Issuing Bank, with JPM, Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among ISOS ACQUISITION CORPORATION, and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of July 1, 2021Joinder Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement”), is made and entered into by and among (i) Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”), (ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.06 of this Agreement (each, a “Holder” and collectively with the Stockholders, the “Holders”).
WARRANT AGREEMENT ISOS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 2, 2021Warrant Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 2, 2021, is by and between Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FIRST LIEN CREDIT AGREEMENT* Dated as of September 25, 2020 among KINGPIN INTERMEDIATE HOLDINGS LLC, as the Borrower, BOWLERO CORP., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent,...Security Agreement • September 20th, 2021 • Isos Acquisition Corp. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of September 25, 2020 (as further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among Bowlero Corp., a Delaware corporation (“Bowlero”), Kingpin Intermediate Holdings LLC, a Delaware limited liability company (“Kingpin Intermediate”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, together with its successor and permitted assigns, the “Administrative Agent”), with JPM as arranger and joint bookrunner (in such capacities, collectively, the “Arranger”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is entered into this 1st day of July, 2021, by and among ISOS Acquisition Corporation, a Cayman Islands exempted company (including any successor thereto pursuant to the terms of the Transaction Agreement (as defined hereafter), the “Issuer”), and the undersigned (the “Subscriber”).
Re: Forward Purchase ContractIsos Acquisition Corp. • March 8th, 2021 • Blank checks • New York
We are pleased to accept the offer the undersigned subscribers (each individually, the “Subscriber” or “you”) has made Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”) to purchase the Company’s units (the “Units,” comprising one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock” or “Share”), and one-third of one warrant (“Warrant”) in an aggregate amount equal to Twenty Five Percent (25%) of the units (the “Maximum Units”) sold in the Company’s initial public offering, allocated to the Subscribers on a ratable basis based upon the percentages set forth on Schedule 1 attached hereto . Each whole Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of Units (the “IPO”) and (ii) thirty (30) days following the consummation of the Company’s Busin
WARRANT AGREEMENT ISOS ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated __, 2021Warrant Agreement • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
NINTH AMENDMENT (this “Amendment”), dated as of June 13, 2023, to the First Lien Credit Agreement dated as of July 3, 2017 (as amended as of March 28, 2018, July 5, 2018, November 20, 2019, June 10, 2020, September 25, 2020, December 15, 2021,...Lease I Agreement • June 13th, 2023 • Bowlero Corp. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of July 3, 2017 and as amended pursuant to Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and, Amendment No. 8 and Amendment No. 9 referred to below (as further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among Bowlero Corp., a Delaware corporation, Kingpin Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent Borrower”), the Subsidiaries of the Parent Borrower from time to time party hereto as Borrowers, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, together with its successor and permitted assigns, the “Administrative Agent”), the Swingline Lender and an Issuing Bank, Credit Suisse AG, Cayman Islands Branch (“Credit Sui
ISOS ACQUISITION CORPORATION 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
Isos Acquisition Corporation, a Cayman Islands corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 22,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,375,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of February 24, 2021 between Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Lion Tree Partners LLC (the “Purchaser”).
Personal and Confidential Brett I. ParkerIsos Acquisition Corp. • July 22nd, 2021 • Blank checks
In consideration of the services provided by you to Bowlero Corp. (the “Company”), the Company agrees to pay you a transaction bonus of $10,793,750 (the “Transaction Bonus”) in connection with the Closing of the Transactions (as each term is defined in the Business Combination Agreement dated as of the date hereof by and between Isos Acquisition Corporation and the Company (the “BCA”)).
ISOS ACQUISITION CORP.Isos Acquisition Corp. • February 22nd, 2021 • Blank checks • New York
This letter agreement by and between Isos Acquisition Corp. (the “Company”), on the one hand, and Isos Acquisition Sponsor LLC (“Sponsor”), on the other hand, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractAmendment No. 1 • November 1st, 2021 • Isos Acquisition Corp. • Services-amusement & recreation services • Delaware
This Amendment No. 1 (this “Amendment”) is entered into as of November 1, 2021, by and between Bowlero Corp., a Delaware corporation (the “Company”) and ISOS Acquisition Corporation, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with the Agreement, “Acquiror”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such term in the Agreement (as defined below).
AMENDED AND RESTATED FORWARD PURCHASE CONTRACTForward Purchase Contract • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Contract (this “Agreement”) is entered into as of July 1, 2021, among Isos Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and each of the undersigned subscribers (each individually, a “Subscriber” or “you”).
BUSINESS COMBINATION AGREEMENT* dated as of July 1, 2021 by and between ISOS ACQUISITION CORPORATION and BOWLERO CORP.Business Combination Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of July 1, 2021, is entered into by and between ISOS ACQUISITION CORPORATION, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance herewith, “Acquiror”), and BOWLERO CORP., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2023 • Bowlero Corp. • Services-amusement & recreation services • New York
STOCKHOLDERS AGREEMENT OF ISOS ACQUISITION CORPORATIONStockholders Agreement • July 22nd, 2021 • Isos Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of July 1, 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among (i) ISOS Acquisition Corporation, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing), the “Company”), (ii) A-B Parent LLC, a Delaware limited liability company (the “Atairos Stockholder”), (iii) Cobalt Recreation LLC, a Delaware limited liability company (the “Shannon Stockholder,” and together with Atairos Stockholder, the “Stockholders”), (iv) Thomas F. Shannon (“Shannon”) and (v) Atairos Group, Inc., a Cayman Islands exempted company (“AGI”). The terms “Atairos Stockholder” and “Shannon Stockholder” shall each also mean, if any such Person shall have transferred any of its Company Securities to any of its Permitted Transferees or any Permitted Transferee of such Person o
ISOS ACQUISITION CORPORATIONIsos Acquisition Corp. • February 26th, 2021 • Blank checks • New York
This letter agreement by and between Isos Acquisition Corporation (the “Company”), on the one hand, and Isos Capital Management L.P. (“Isos Capital”), on the other hand, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Personal and Confidential Thomas F. ShannonIsos Acquisition Corp. • July 22nd, 2021 • Blank checks
In consideration of the services provided by you to Bowlero Corp. (the “Company”), the Company agrees to pay you a transaction bonus of $28,456,250 (the “Transaction Bonus”) in connection with the Closing of the Transactions (as each term is defined in the Business Combination Agreement dated as of the date hereof by and between Isos Acquisition Corporation and the Company (the “BCA”)).
FOURTH AMENDMENT (this “Amendment”), dated as of June 10, 2020, to the First Lien Credit Agreement dated as of July 3, 2017 (as amended as of March 28, 2018, July 5, 2018 and November 20, 2019, and as further amended, restated, supplemented or...Fourth Amendment • September 20th, 2021 • Isos Acquisition Corp. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of July 3, 2017 and as amended pursuant to Amendment No. 1, Amendment No. 2 and, Amendment No. 3 and Amendment No. 4 referred to below (as further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among A-B Merger Sub I Inc., a Delaware corporation (“Merger Sub 1”), A-B Merger Sub II LLC, a Delaware limited liability company (“Merger Sub 2”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, together with its successor and permitted assigns, the “Administrative Agent”), the Swingline Lender and an Issuing Bank, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), in its capacity as an Issuing Bank, and Goldman Sachs Bank USA (“GS Bank”), in its capacity as an Issuing Bank, with JPM, Credit Suisse Securities (USA) LLC a
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of July 1, 2021, is entered into by and among ISOS ACQUISITION CORPORATION, a Cayman Islands exempted company (“Acquiror”), Cobalt Recreation LLC, a Delaware limited liability company (the “Shannon Stockholder”), A-B Parent LLC, a Delaware limited liability company (the “Atairos Stockholder” and collectively with the Shannon Stockholder, the “Stockholders”) and, solely with respect to Section 26 and Section 27, Bowlero Corp., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2023 • Bowlero Corp. • Services-amusement & recreation services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 5th day of May, 2023, by and between Bowlero Corp., a Delaware corporation (the “Company”), and Robert Lavan (the “Executive”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2021 by and among (i) Isos Acquisition Corporation, a Cayman Islands exempted company corporation (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with the BCA, as defined below) (together with its successors, “Acquiror”), (ii) Bowlero Corp., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.
ISOS ACQUISITION CORP.Isos Acquisition Corp. • March 8th, 2021 • Blank checks • New York
This letter agreement by and between Isos Acquisition Corp. (the “Company”), on the one hand, and Isos Capital Management L.P. (“Isos Capital”), on the other hand, 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 1st, 2021 • Isos Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 1, 2021, by and among Isos Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), LionTree Partners LLC, a Delaware limited liability company (“LionTree” and together with the Sponsor, each, a “Sponsor Vehicle”), Isos Acquisition Corporation, a Cayman Islands corporation (the “Company”), and Bowlero Corp., a Delaware corporation (“Target”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
