Exhibit 10.6


 


ISOS ACQUISITION CORP.


55 Post Road W, Suite 200


Westport, CT 06880


 


March 2, 2021


Isos Capital Management L.P.


55 Post Road W, Suite 200


Westport, CT 06880


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


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”):


 


(i) Isos Capital shall
make available, or cause to be made available, to the Company, at 55 Post Road W, Suite 200, Westport, CT 06880 (or any successor
location provided by Isos Capital), certain office space, secretarial, administrative support, and salaries to be paid to employees
of Isos Capital as may be reasonably required by the Company, to help with due diligence and related services in connection with
the Company’s search for a target company. In exchange therefor, the Company shall pay Isos Capital the sum of $51,667 per
month on the Listing Date and continuing monthly thereafter until the Termination Date; provided, that no salaries or fees will
be paid from this monthly amount to members of the Company’s management team; and


 


(ii)  Isos Capital
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result
of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of law principles.


 


[Signature Page Follows]


 






     


    




    

 


	 	Very truly yours,
	 	 
	 	ISOS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michelle Wilson 
	 	 	Name:  	Michelle Wilson
	 	 	Title:	 Co-Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


ISOS CAPITAL MANAGEMENT L.P.


 


	By:	/s/ George Barrios	 
		Name: 	George Barrios	 
		Title: 	Managing Member	 


 


[Signature Page to Administrative Support
Agreement]