Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby agrees to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the (a) The Company agrees to issue and sell the Securities to the Subscriberseveral Investors as provided in this Agreement, and each Investor, on the Subscriber basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth on such Investor's signature page to this Agreement at a price equal to 99.413% of the principal amount thereof with respect to the Fixed Rate Securities and 100% of the principal amount thereof with respect to the Floating Rate Securities. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Each Investor severally and not jointly, represents, warrants to the Company and the Guarantors and agrees that: (i) It is an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. (ii) It is purchasing Securities for its own account and not with a view to the distribution thereof; provided that the disposition of their property (including the Securities) shall at all times be within their control. (iii) It acknowledges that the Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. (iv) It is (A) a sophisticated investor and has such knowledge and experience in financial and business matters and expertise in assessing credit risk, (B) capable of evaluating the merits, risks and suitability of investing in the Securities, (C) has been afforded the opportunity to ask questions of and receive answers from the Company regarding the Company and its affiliates, (D) aware that there may be material non-public information with respect to the Securities and the Company that the Company would be willing to provide to the Investor and that the Investor has either received or decided in its sole discretion not to request and (E) able to bear the economic risks of, and an entire loss of, its investment in the Securities. (v) It has determined, based on its own independent review and such professional advice as it has deemed appropriate under the circumstances, that its acquisition of the Securities (A) is fully consistent with its (or if such Investor is acquiring the Securities in a fiduciary capacity, the beneficiary's) financial need, objectives and condition, (B) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to such Investor (whether acquiring the Securities as principal or in a fiduciary capacity), and (C) is a proper and suitable investment for such Investor (or if such Investor is acquiring the Securities in a fiduciary capacity, for the beneficiary), notwithstanding the risks inherent in investing in or holding the Securities. (vi) It has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("REGULATION D") or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (vii) It will offer, sell or transfer Securities only in accordance with the restrictions set forth in Annex B hereto. (c) Each Investor acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Investors pursuant to Sections 5(e), counsel for the Company, may rely upon the accuracy of the representations and warranties of the Investors, and compliance by the Investors with their agreements, contained in paragraph (b) above (including Annex B hereto), and each Investor hereby consents to such reliance. (d) The Company acknowledges and agrees that the Investors may offer and sell Securities to or through any affiliate of an Investor and that any such affiliate may offer and sell Securities purchased by it to or through any Investor; provided that any such offers or sales shall be made in accordance with this Agreement. (e) Each Investor agrees to purchase maintain the confidentiality of any Information (as defined below) it receives except that Information may be disclosed (i) to its and its affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with the terms of this Section 1(e) and such Investor will be responsible for any breach by any such persons of the provisions of this Section 1(e)), (ii) to the extent requested or demanded by any regulatory authority having jurisdiction over such Investor or its affiliates, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the Securities or the enforcement of rights hereunder or thereunder, (v) with the written consent of the Company or (vi) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph (e) or (B) becomes available to the Investor on a nonconfidential basis from a source other than the Company. For the purposes of this paragraph (e), "Information" means all information received from the Company, in if any, relating to the Company or its business, other than any such information that is available to any Investor on a private placement at an aggregate purchase price of $10.00 per Unit multiplied nonconfidential basis prior to disclosure by the number Company; provided that in the case of Units being purchased hereunder information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. (“Aggregate Purchase Price”). The Maximum Units Subscriber f) Each Investor, severally and not jointly, represents and warrants that the purchase, holding and/or transfer of the Securities will not give rise to a transaction described in Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975(c)(1) of the Internal Revenue Code of 1986, as amended (the "CODE") for which a statutory or administrative exemption is obligated to purchase pursuant to this Agreement shall be reduced to the extent unavailable and will not violate any provisions of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary hereinapplicable Federal, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement state, local, non-United States or in the IPOother laws, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly rules or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto regulations that are similar to such number provisions of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in ERISA and the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis)Code.

Purchase of the Securities. 1.1. Subject (a) On the basis of the -------------------------- representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, each of this Agreementthe Company and the Guarantors agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Company and the Guarantors, the principal amount of Securities set forth opposite the name of such Underwriter on Schedule 1 hereto at a purchase price equal to 0% of the principal amount thereof. The Company shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. The Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such affiliate may sell Securities purchased by it to an Underwriter. The Company hereby confirms its engagement of DLJ as, and DLJ hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter", within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. DLJ, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of the QIU hereunder, the Company agrees to sell pay the Securities QIU $5,000 on the Closing Date, which fee shall be waived. The yield to maturity at which the securities will be sold to the Subscriber, and the Subscriber hereby agrees to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement public shall be reduced no lower than the minimum yield to the extent of any Units purchased maturity recommended by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPODLJ acting as QIU. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby agrees to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of common stock of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares common stock of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the Company (a) The Issuer agrees to issue and sell the Securities to the SubscriberNotes Purchaser as provided in this Agreement, and the Subscriber hereby agrees Notes Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of the Securities from set forth opposite such Notes Purchaser’s name in Schedule 2 hereto at a price equal to 95.000% of the Companyprincipal amount thereof. (b) The Notes Purchaser represents, warrants and agrees that: (i) it is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it is an “Institutional Account” as defined in FINRA Rule 4512(c); and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. (c) Each Notes Purchaser acknowledges and agrees that the Issuer and, for purposes of the “no registration” opinions to be delivered to the Notes Purchaser pursuant to Section 6(e), counsel for the Issuer, may rely upon the accuracy of the representations and warranties of the Notes Purchaser, and compliance by the Notes Purchaser with its agreements, contained in paragraph (b) above and Section 5, and each Notes Purchaser hereby consents to such reliance. (d) The Issuer and each of the Guarantors acknowledge and agree that the Notes Purchaser is acting solely in the capacity of an arm’s-length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantors or any other person. Additionally, the Notes Purchaser is not advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Notes Purchaser shall not have any responsibility or liability to the Issuer or the Guarantors with respect thereto. Any review by the Notes Purchaser of the Issuer, the Guarantors, any other person, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Notes Purchaser and shall not be on behalf of the Issuer, the Guarantors or any other person. The Issuer and the Guarantors agree that they will not claim that the Notes Purchaser has rendered services of any nature, or owe a fiduciary or similar duty to the Issuer or the Guarantors, in a private placement at an aggregate connection with the purchase price and sale of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by Subscriber Securities pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPOprocess leading thereto. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. Subject (a) The Company agrees to issue and sell the Notes to the terms and conditions of several Underwriters as provided in this Agreement, and each Underwriter, on the Company agrees to sell basis of the Securities representations, warranties and agreements set forth herein and subject to the Subscriberconditions set forth herein, agrees, severally and the Subscriber hereby agrees not jointly, to purchase the Securities from the Company, the respective principal amount of the Notes set forth opposite such Underwriter’s name in Schedule 1 hereto, at a private placement price equal to: (i) with respect to the 2020 Notes, [•]% of the principal amount thereof plus accrued interest, if any, from July [•], 2010 to the Closing Date (as defined below) and (ii) with respect to the 2039 Notes, at an aggregate purchase a price equal to [•]% of $10.00 per Unit multiplied by the number of Units being purchased hereunder principal amount thereof plus accrued interest, from February 15, 2010 to the Closing Date (“Aggregate Purchase Price”as defined below). The Maximum Units Subscriber is Company will not be obligated to purchase pursuant to this Agreement shall be reduced to deliver any of the extent of any Units purchased by Subscriber in Notes except upon payment for all the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units Notes to be purchased by Subscriber pursuant as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement or as in the IPOjudgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in a combined amount not the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to exceed the Maximum Units, or through any affiliate of an Underwriter and that any such affiliate may be adjusted at the sole discretion offer and sell Securities purchased by it to or through any Underwriter. (c) Each of the Company at any time prior and the Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the consummation Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the IPO. 1.2offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantors, or any other person. Solely Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors, or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have any responsibility or liability to the extent Company or the number of Units to be purchased pursuant to this Agreement following the IPO, together Guarantors with the other shares respect thereto. Any review by any Underwriter of the Company held directly Company, the Guarantors, and the transactions contemplated hereby or indirectly by other matters relating to such transactions will be performed solely for the Subscriber, will result in the Subscriber beneficially owning over 9.9% benefit of shares such Underwriter and shall not be on behalf of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that isCompany, the Warrants will not be redeemable and will be exercisable on a cashless basis)Guarantors, or any other person.

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the (a) The Company agrees to issue and sell the Securities to the Subscriberseveral Underwriters as provided in this Agreement, and each Underwriter, on the Subscriber hereby agrees basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase the Securities from the CompanyCompany the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to (i) 99.319% in the case of the 2024 Securities, and (ii) 99.108% in a private placement at an aggregate purchase price the case of $10.00 per Unit multiplied by the number 2027 Securities, of Units being purchased hereunder the principal amount thereof plus accrued interest, if any, from October 2, 2017 to the Closing Date (“Aggregate Purchase Price”as defined below). The Maximum Units Subscriber is Company will not be obligated to purchase pursuant to this Agreement shall be reduced to deliver any of the extent of any Units purchased by Subscriber in Securities except upon payment for all the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units Securities to be purchased by Subscriber pursuant as provided herein. (b) The Company and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement or as in your judgment is advisable, and initially to offer the Securities on the terms set forth in the IPO, in a combined amount not Time of Sale Information. The Company and the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to exceed or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Maximum Units, may Securities will be adjusted made at the sole discretion offices of Cravath, Swaine & Xxxxx, LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on October 2, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as you and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to you against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Company at Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any time transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by you not later than 1:00 P.M., New York City time, on the business day prior to the consummation of the IPOClosing Date. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Lenders of US$1,050,000 (the "Total Purchase Price"). The obligation to repay the loan from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures 8/27/04 issued to the Lender, the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I, and (iii) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VIII (the "Security Interest Agreement").1 ------------------- 1 By signing this Agreement, the Company Lender, subject to acceptance by the Agent named in the Security Interest Agreement, agrees to sell all of the Securities terms and conditions of, and becomes a party to, the Security Interest Agreement, all of the provisions of which are incorporated herein by this reference as if set forth in full. 8/27/04 (ii) The loan to be made by the Lender and the issuance of the Debentures and the Warrants (collectively, the "Purchased Securities") to the Subscriber, Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Subscriber hereby agrees to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPOWarrants. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. (i) Subject to the terms and conditions of this AgreementAgreement and the other Transaction Agreements, the Company agrees to sell the Securities to the Subscriber, and the Subscriber undersigned hereby agrees to purchase loan to the Securities from Company the Companyprincipal amount set forth on the Lender’s signature page of this Agreement (the “Purchase Price”), in a private placement at an out of the aggregate purchase price amount being loaned by all Lenders of US $10.00 per Unit multiplied by the number of Units being purchased hereunder __________(1)(the “Aggregate Total Purchase Price”). The Maximum Units Subscriber is obligated obligation to purchase pursuant to this Agreement repay the loan from the Lender shall be reduced evidenced by the Company’s issuance of one or more Convertible Debentures to the extent of any Units purchased by Subscriber Lender in such principal amount (the IPO. Notwithstanding anything Convertible Debentures issued to the contrary hereinLender, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in “Debentures”). Each Debenture (i) shall provide for its conversion into Common Stock at the IPOConversion Price (as defined below), in a combined amount not to exceed the Maximum Units, which price may be adjusted at from time to time as provided in the sole discretion Debenture, (ii) mature on the day which is the first anniversary of the Company at any time prior Closing Date, subject to acceleration under certain circumstances described in the form of the Convertible Debenture annexed hereto as Annex I, (iii) will be guaranteed by the Guarantor (as defined below) pursuant to, and subject to, the terms of a Personal Guarantee of Guarantor (the “Guaranty”) attached to the consummation of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPODebenture, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company and (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber iv) shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%terms and conditions of, as determined above. The Warrants included and be substantially in the Units form attached hereto as, said Annex I. (ii) The loan to be purchased pursuant hereto shall, so long as such Warrants are held made by the SubscriberLender and the issuance of the Debentures and the Warrants (collectively, be identical the “Purchased Securities”) to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants, and are referred to collectively as the “SponsorTransactions.”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis).

Purchase of the Securities. 1.1. Subject (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of of, this Agreement, the Company Operating Partnership agrees to issue and sell the Securities Notes to the Subscriberseveral Underwriters and each of the Underwriters, severally and the Subscriber hereby not jointly, agrees to purchase the Securities principal amount of Notes from the CompanyOperating Partnership set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 98.625% of the principal amount thereof plus accrued interest, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by if any, from the number of Units being purchased hereunder (“Aggregate Purchase Price”)Delivery Date. The Maximum Units Subscriber is Operating Partnership shall not be obligated to purchase pursuant to this Agreement shall be reduced to deliver any of the extent of any Units purchased by Subscriber in Notes except upon payment for all the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units Notes to be purchased by Subscriber pursuant as provided herein. (b) The Operating Partnership understands that the Underwriters intend to this Agreement or make a public offering of the Notes on the terms and conditions set forth in the IPOPricing Disclosure Package. The Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter. (c) The Partnership and the Operating Partnership hereby confirm their engagement of Lxxxxx Brothers Inc. and Lxxxxx Brothers Inc. hereby confirms its agreement with the Partnership and the Operating Partnership to render services as, in a combined amount not to exceed “qualified independent underwriter” within the Maximum Units, may be adjusted at the sole discretion meaning of Rule 2720(b)(15) of the Company at any time prior to the consummation National Association of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPOSecurities Dealers, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC Inc. (the “SponsorNASD”) with respect to the offering and sale of the Notes. Lxxxxx Brothers Inc., in a private placement concurrent with its capacity as “qualified independent underwriter” and not otherwise, is referred to herein as the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis)“Independent Underwriter.”

Purchase of the Securities. 1.1. Subject On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreementset forth herein, the Company agrees to issue and sell to each of the Securities to the SubscriberUnderwriters, severally and not jointly, and each of the Subscriber hereby Underwriters, severally and not jointly, agrees to purchase the Securities from the Company, in the principal amount of Firm Securities set forth opposite the name of such Underwriter on Schedule 1 hereto at a private placement at an aggregate purchase price equal to 97.25% of $10.00 per Unit multiplied by the number of Units being purchased hereunder principal amount thereof (“Aggregate Purchase Price”the "purchase price"). The Maximum Units Subscriber is obligated Company also agrees, subject to purchase pursuant all the terms and conditions set forth herein, to this Agreement shall be reduced sell to the extent Underwriters, and upon the basis of any Units purchased by Subscriber in the IPO. Notwithstanding anything representations, warranties and agreements of the Company herein contained and subject to all the contrary terms and conditions set forth herein, the relative amount of Units to be purchased by Subscriber pursuant to this Agreement or in the IPO, in a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior to the consummation of the IPO. 1.2. Solely to the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber Underwriters shall have the right to limit its incremental purchase obligation from the Company, at the purchase price, up to an additional $112,500,000 principal amount of additional Securities, pursuant hereto to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 5:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such number 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). Additional Securities may be purchased only for the purpose of Units as would not result covering over-allotments, if any, made in its beneficial ownership exceeding 9.9%, as determined aboveconnection with the offering of the Firm Securities. The Warrants included in Company shall not be obligated to deliver any of the Units Securities except upon payment for all of the Securities to be purchased pursuant hereto shall, so long as provided herein. The Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such Warrants are held by the Subscriber, be identical to the private placement warrants]to be affiliate may sell Securities purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis)it to an Underwriter.

Purchase of the Securities. 1.1. Subject to the terms and conditions of this Agreement, the (a) The Company agrees to issue and sell the Securities to the Subscriberseveral Underwriters as provided in this Agreement, and each Underwriter, on the Subscriber hereby agrees basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by Company the respective number of Units being purchased hereunder Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price (the “Aggregate Purchase Price”)) equal to (i) $24.2125 per Security for retail orders and (ii) $24.5000 per Security for institutional orders. (b) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Maximum Units Subscriber is obligated Company acknowledges and agrees that the Underwriters may offer and sell Securities to purchase pursuant or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to this Agreement or through any Underwriter. (c) Payment for and delivery of the Securities shall be reduced to made at the extent offices of any Units purchased by Subscriber Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on March 25, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing (the IPO. Notwithstanding anything to “Closing Date”). (d) Payment for the contrary herein, the relative amount of Units Securities to be purchased on the Closing Date shall be made by Subscriber pursuant wire transfer in immediately available funds to this Agreement the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global Depositary Receipts (the “Global Receipts”) representing the Securities purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Receipts shall be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the IPOcapacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in a combined amount not any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to exceed the Maximum Units, may be adjusted at Company with respect thereto. Any review by the sole discretion Underwriters of the Company at any time prior to the consummation of the IPO. 1.2. Solely transactions contemplated hereby or other matters relating to such transactions will be performed solely for the extent the number of Units to be purchased pursuant to this Agreement following the IPO, together with the other shares benefit of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares Underwriters and shall not be on behalf of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis)Company.

Purchase of the Securities. 1.1. Subject to For the terms and conditions sum of this Agreement$100,000,000 (the “Purchase Price”), at the Closing (as defined herein), the Company agrees to sell the Securities to the SubscriberSubscribers, and the Subscriber hereby agrees Subscribers agree to purchase from the Company, 10,000,000 shares (the “Securities”) of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), of the Company, subject to and upon the terms and conditions set forth in this Agreement. No later than the business day immediately preceding the date of the special meeting to approve the Transaction, the Advisor shall allocate to one or more Subscribers the obligation to purchase the Securities from set forth in this Section 1. Upon such allocation, 1.1 such Subscriber shall execute a joinder to this Agreement, substantially in the Companyform attached as Exhibit A hereto (a “Joinder”), in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by which shall reflect the number of Units being purchased hereunder (“Aggregate Purchase Price”). The Maximum Units Subscriber is obligated to purchase pursuant to this Agreement shall be reduced to the extent of any Units purchased by Subscriber in the IPO. Notwithstanding anything to the contrary herein, the relative amount of Units Securities to be purchased by such Subscriber pursuant to this Agreement or in (the IPO“Subscriber Securities”), in and, upon such execution, such Subscriber shall have all the rights and obligations of a combined amount not to exceed the Maximum Units, may be adjusted at the sole discretion of the Company at any time prior Subscriber hereunder with respect to the consummation of the IPO. 1.2. Solely Subscriber Securities, and references herein to the extent “Subscriber” and “Securities” shall be deemed to refer to such Subscriber and to its Subscriber Securities; provided, that any representations, warranties, covenants and agreements of such Subscriber and any other Subscriber shall be several and not joint and shall be made as to such Subscriber or any other Subscriber, as applicable, as to itself only; and 1.2 upon a Subscriber’s execution and delivery of a Joinder, the number of Units Securities to be purchased pursuant by such Subscriber hereunder shall be reflected in Schedule A to this Agreement. For the avoidance of doubt, this Agreement following the IPOneed not be amended and restated in its entirety, together with the other shares but only Schedule A need be completed by each of the Subscriber and the Company held directly or indirectly upon the occurrence of any such allocation of the Forward Purchase Securities. The Company acknowledges that this Agreement is neither a commitment nor an obligation of the Advisor to purchase any Securities, unless otherwise expressly agreed in writing by the Subscriber, will result in the Subscriber beneficially owning over 9.9% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d--3 under the Securities Exchange Act of 1934, as amended, Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.9%, as determined above. The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscriber, be identical to the private placement warrants]to be purchased by Isos Acquisition Sponsor LLC (the “Sponsor”) in a private placement concurrent with the IPO (that is, the Warrants will not be redeemable and will be exercisable on a cashless basis)Advisor.