INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of_____, 2021 by and between Isos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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 • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2021, is made and entered into by and among Isos Acquisition Corp., 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 • February 22nd, 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”).
Re: Forward Purchase ContractIsos Acquisition Corp. • February 22nd, 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 Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Share” 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 Business C
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.
ISOS ACQUISITION CORPORATION 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 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 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Isos Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of ________ __, 2021 between Isos Acquisition Corp., a Cayman Islands exempted company (the “Company”) and [_______________] (the “Purchaser”).
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”):
