Exhibit 10.5


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS
ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF
RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


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”).


        


RECITALS


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has confidentially
submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public
Units”), at a price of $10.00 per Public Unit, each Public Unit comprised of one of the Company’s Class A ordinary
shares (“Class A Ordinary Shares”, and the Class A Ordinary Shares included in the Public Units, the “Public
Shares”), and one-third of one redeemable warrant, where each whole warrant is initially exercisable to purchase one
Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”, and
the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the
Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, 1,333,333 warrants (“Base
Private Placement Warrants”), each Private Placement Warrant exercisable to purchase one Class A Ordinary Share at $11.50
per share (“Private Placement Warrants”) (or 1,447,618 Private Placement Warrants if the underwriters’
over-allotment option is exercised in full; the additional Private Placement Warrants to be purchased, the “Over-allotment
Private Placement Warrants” and, together with the Base Private Placement Warrants, the “Private Placement Warrants”)
at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $2,000,000 (or up to $2,171,427 if the underwriters’
over-allotment option is exercised in full). Such Private Placement Warrants shall be identical to the Public Warrants, subject
to certain exceptions described in the Registration Statement;


  


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) 576,786 Class B ordinary shares of the
Company (the “Class B Shares” and collectively with the shares of Class A Ordinary Shares to be issued in the
IPO, the “Ordinary Shares”), of which up to 176,786 Class B Shares shall be subject to forfeiture if the underwriters’
over-allotment option is not exercised in full, for an aggregate purchase price of $2,509 (the “Class B Purchase Price”)
as provided herein or as otherwise agreed, and (ii) the Private Placement Warrants (together with the Class B Shares to be
purchased by the Purchaser, the “Subscribed Securities”); and


 






     


     


    

 


WHEREAS, the Company and the Purchaser intend
for the purchase of Class B Shares and Private Placement Warrants as set forth herein to be made pursuant to Rule 506(c) of Regulation
D promulgated under the Securities Act.


  


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


 


1. Sale and Purchase.


 


(a) Securities.


 


(i) Subject to the terms and conditions
hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue
and sell to the Purchaser, the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser
on account of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on
transfer as set forth in this Agreement.


 


(ii) On the date hereof, against
payment in full of the Class B Purchase Price, the Company shall issue to the Purchaser 576,786 Class B Shares of which up to 176,786
are subject to forfeiture in consideration for the Purchaser’s payment of the Class B Purchase Price, by wire transfer of
immediately available funds or other means approved by the Company.


 


(iii) Subject to the terms and conditions
hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue
and sell to the Purchaser, Private Placement Warrants and, subject to the provisions set forth below, the Over-allotment Private
Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant (the amount to be paid by the Purchaser for the
Private Placement Warrants, the “PPW Purchase Price”),


 


(iv) The Company shall notify the
Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”)
at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the PPW Purchase
Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available
funds or other means approved by the Company, on the date that is not less than one (1) Business Day prior to the Effective Date,
or such other date as the Company and the Purchaser may agree upon in writing. As used herein, “Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York, provided, however, for clarification, banking
institutions shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,”
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of banking institutions in the City of New York, New York generally are open for use by customers on such day. If the IPO Closing
has not occurred by the date that is ten (10) Business Days after Effective Date (or if the Effective Date has not occurred
within seven (7) Business Days after the Purchaser shall have transferred the PPW Purchase Price to the Company’s transfer
agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return the
PPW Purchase Price to the Purchaser.


 






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(v) In the event that the underwriters’
over-allotment option in connection with the IPO (the “Over-allotment Option”) is exercised, the Purchaser agrees
to purchase additional Over-allotment Private Placement Warrants at a price of $1.50 per Private Placement Warrant, up to 128,570
additional Over-allotment Private Placement Warrants if the underwriters’ over-allotment option is exercised in full. The
Company shall notify the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment Option,
if any (each, an “Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment Closing,
and the Purchaser shall pay the purchase price for the Private Placement Warrants to be purchased in connection with such Over-allotment
Closing by wire transfer of immediately available funds or other means approved by the Company on that date that is one (1) Business
Day prior to such Over-allotment Closing (to be held in escrow pending such Over-allotment Closing), or such other date as the
Company may agree upon in writing. If the Over-allotment Closing has not occurred by the date that is seven (7) Business Days
after the date on which the Purchaser remitted the purchase price for the Private Placement Warrants to be purchased in connection
with such Over-allotment Closing, then, unless the Company otherwise agrees in writing, the Company will promptly cause its transfer
agent to return such amounts to the Purchaser.


 


(vi)  On the date of the IPO
Closing, the Company shall issue to the Purchaser 1,428,571 Base Private Placement Warrants. On the date of each Over-allotment
Closing, if any, against payment of the purchase price therefor, the Company shall issue to Purchaser such number of Over-allotment
Private Placement Warrants as contemplated above.


 


(vii) The Purchaser acknowledges
that the Securities will be subject to restrictions on transfer as set forth in this Agreement or in the agreements referred to
herein.


 


(b)  Delivery of Securities.


 


(i) The Company shall register the
Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book entry on or prior to the date
of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall register the Purchaser
as the owner of such securities in the Company’s stock ledger upon issuance thereof).


 


(ii) Each register and book entry
for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise
imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER
AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c)  Execution of Letter Agreement.
On the Effective Date, the Purchaser shall enter into a Letter Agreement (the “Insider Letter Agreement”) with
the Company and certain other parties thereto, in such form as may be required pursuant to the underwriting agreement in connection
with the IPO. The Insider Letter Agreement shall provide, among other matters, if the Company seeks shareholder approval of a proposed
Business Combination, the Purchaser shall vote any Class B Shares owned by it in favor of any proposed Business Combination and
not redeem any Class B Shares owned by it in connection with such shareholder approval.


 


(d)  Registration Rights. On the
Effective Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Purchaser and certain other parties thereto, in substantially the form provided to the Purchaser prior to the date hereof.
The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to (i) the Securities that
are no less favorable to the Purchaser than the registration rights of any other holder of Securities set forth therein and (ii)
any Public Units (including the shares of Class A Ordinary Shares and warrants included in the Public Units) acquired by the Purchaser
in the IPO, if the Purchaser is an affiliate of the Company following the IPO.


 






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(e) Change in Investment. The Purchaser
agrees that if, prior to a Business Combination, the managing members (the “Managing Members”) of Isos Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), deem it necessary in order to facilitate
a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of
the Class B Shares and/or the Private Placement Warrants or to enter into any other arrangements with respect to the Class B Shares
and/or the Private Placement Warrants to facilitate the consummation of such Business Combination, including voting in favor of
any amendment to the terms of the Class B Shares and/or the Private Placement Warrants (each, a “Change in Investment”),
then (A) such Change of Investment shall apply pro rata to Purchaser and the Sponsor based on the relative number of Class B Shares
and/or Private Placement Warrants held by each, and (B) the aggregate percentages of Class B Shares and Private Placement Warrants
forfeited, transferred, exchanged or amended by the Sponsor shall be pari passu, such that the Sponsor shall not forfeit, transfer,
exchange or amend a greater percentage of Private Placement Warrants than the percentage of Class B Shares which are forfeited,
transferred, exchanged or amended in connection with a Change of Investment.. By way of example and without limiting the foregoing,
in the event 25% of the Sponsor’s Class B Shares and Private Placement Warrants are forfeited or transferred by the Sponsor
as part of such Business Combination, the Purchaser shall forfeit or transfer 25% of its Class B Shares and Private Placement Warrants
on substantially the same terms and conditions as the Sponsor.


 


2.  Representations
and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)  Organization and Power. 
The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and
has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Authorization.  The
Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c) Governmental Consents and Filings. 
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the
transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.


 


(d)  Compliance with Other Instruments. 
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions
contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational
documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or
regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the
Purchaser’s ability to consummate the transactions contemplated by this Agreement.


 


(e) Purchase Entirely for Own Account. 
This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s
execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired
for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person
(other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of
the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any
department or agency thereof.


 






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(f) Disclosure of Information. 
The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions
of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities. 
The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are
registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant
to the Registration Rights Agreement.  The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the
holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control,
and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially
submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions
contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the
protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.


 


(h)  No Public Market.  The
Purchaser understands that no public market now exists for the Securities, and that the Company has not made any assurances that
a public market will ever exist for the Securities.


 


(i) High Degree of Risk. 
The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser
to lose all or part of its investment.


 


(j)  Accredited Investor. 
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k)  No General Solicitation. 
Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has either directly or indirectly,
including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any
advertisement in connection with the offer and sale of the Securities. 


 


(l)  Adequacy of Financing. The
Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 


(m) No Other Representations and Warranties;
Non-Reliance.  Except for the specific representations and warranties contained in this Section 2 and
in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by
the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”) with respect to the transactions contemplated hereby.


 


3.  Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)  Organization and Corporate Power. 
The Company is organized and validly existing and in good standing as an exempted company under the laws of the Cayman Islands
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 






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(b)  Capitalization. The authorized
share capital of the Company consists, as of the date hereof, of:


 


(i) 300,000,000 Class A Ordinary
Shares, none of which are issued and outstanding;


 


(ii)  20,000,000 Class B Shares,
6,468,750 of which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid
and nonassessable and were issued in compliance with all applicable federal and state securities laws; and


 


(iii) 1,000,000 preference, none
of which are issued and outstanding.


 


(c) Authorization.  All corporate
action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter
into this Agreement, and to issue the Subscribed Securities and to carry out the other transactions contemplated hereby, has been
taken on or prior to the date hereof. All action on the part of the shareholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement, and the
issuance and delivery of the Subscribed Securities has been taken on or prior to the date hereof. This Agreement, when executed
and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.


 


(d) Valid Issuance of Securities.


 


(i) The Subscribed Securities, when
issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly
issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with
respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below,
the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.


 


(ii) No “bad actor”
disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”)
is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a
Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act,
any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) IPO.


 


(i) The Company has provided to
the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence
sent by the Company to, or received by the Company from, the SEC.


 


(ii) The offers and sales of securities
in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and
the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f) Governmental Consents and Filings. 
Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority
is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 






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(g) Compliance with Other Instruments. 
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement
will not result in any violation or default (i) under any provisions of the certificate of incorporation, bylaws or other
governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i))
which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(h) Operations. As of the date
hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational
activities and activities in connection with offerings of the Securities.


 


(i) Foreign Corrupt Practices.
Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course
of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j) Compliance with Anti-Money Laundering
Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but
not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and
the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 


(k) Absence of Litigation. There
is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l) No General Solicitation. 
Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including,
through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection
with the offer and sale of the Subscribed Securities.


 


(m) Non-Public Information. The
Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated
by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.


 


(n) Terms of Purchase. The Company
represents that the terms and conditions of the Securities purchased by the Purchaser pursuant to this Agreement (including, without
limitation, the aggregate number of Private Placement Warrants and Class B Shares, the price per Private Placement Warrant used
to determine the PPW Purchase Price, and the price per Class B Share used to determine the Class B Purchase Price) are no less
favorable than the terms and conditions granted to any third-party non-affiliated investor in the Sponsor.


 


(o) Warrant Agreement. The Company
will have entered into a warrant agreement with Continental Stock Transfer & Trust Company, as warrant agent, with respect
to the Private Placement Warrants, as of the closing of the IPO.


 






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(p) No Other Representations and Warranties;
Non-Reliance.  Except for the specific representations and warranties contained in this Section 3 and
in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and
the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Purchaser Parties.


 


4. Additional Agreements
and Acknowledgements of the Purchaser.


 


(a) Transfer Restrictions The
Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including
the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement
or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed
to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “Transfer”
shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated
thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to
be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any
transaction specified in clause (x) or (y). For the avoidance of doubt, the restrictions contained in this Section 4(a)
shall apply only to Transfers by the Purchaser of Securities acquired by the Purchaser pursuant to this Agreement, and nothing
contained in this Section 4(a) shall prohibit the Purchaser from Transferring any securities of the Company acquired in
the open market, privately negotiated transactions, or otherwise not pursuant to this Agreement. Notwithstanding the provisions
set forth in this section, the Purchaser agrees not to sell, transfer, assign, pledge, or hypothecate its Class B Ordinary Shares,
Private Placement Warrants or the Class A Ordinary Shares underlying such Private Placement Warrants (collectively, the “Restricted
Securities”), nor shall such Restricted Securities be the subject of any hedging, short-sale, derivative, put, or call
transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the
date of commencement of the sales of the IPO.


 


(b) Trust Account.


 


(i) The Purchaser hereby acknowledges
that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing.
The Purchaser hereby agrees that, solely with respect to the Class B Shares and Class A Shares underlying the Private Placement
Warrants held by the Purchaser, it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account,
as a result of any liquidation of the Company. The foregoing acknowledgement shall not affect any rights, including redemption
and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The Purchaser hereby agrees
that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have now or in the future, except for redemption, liquidation, and other rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption, liquidation, and other rights, if any, the Purchaser may have in respect of
any Public Shares held by it.


  






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5. General Provisions.


 


(a) Notices.  All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon
the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to: Isos Acquisition Corporation, 55 Post Road W, Suite 200, Westport, CT 06880, Attention: George
Barrios, Email: _________, with a copy to Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, NY 10105, Attention: Douglas S. Ellenoff, Esq., Email: ellenoff@egsllp.com.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 5(a).


 


(b) No Finder’s Fees. 
Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are
responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival of Representations and
Warranties.  All of the representations and warranties contained herein shall survive the consummation of the transactions
contemplated by this Agreement.


 


(d) Entire Agreement.  This
Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein,
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.


 


(e) Successors.  All of the
terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the
benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.  Except
as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(g) Counterparts.  This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.


 


(h) Headings.  The section
headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(i) Governing Law.  This
Agreement, 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 laws principles. 


 






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(j) Jurisdiction.  The parties
hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States
District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or
based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k) WAIVER OF JURY TRIAL. 
THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(l) Amendments.  This Agreement
may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and
the Purchaser.


 


(m) Severability.  The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity
or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.  Each of the
Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes
and all other fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise of the
Securities.


 


(o) Construction.  The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any
federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


(p) Waiver.  No waiver by
any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance. 
Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the
other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or equity.


 


[Signature page follows]





 






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


 


	COMPANY:	 
	 	 
	ISOS ACQUISITION CORPORATION	 
	 	 
	/s/
Michelle Wilson	 
	Name: Michelle Wilson	 
	Title: Co-Chief Executive Officer	 


 


[Signature Page to Subscription Agreement]





 






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	 	PURCHASER:
	 	 
	 	
        LION TREE PARTNERS LLC

        

	 	 
	 	/s/
Matt Derdeyn
	 	Name: Matt Derdeyn
	 	Title: Chief Financial officer


 


	 	Purchaser’s Address for Notices:
	 	660 Madison Avenue, New York, NY 10065
	 	
         

        with copies to:



 


[Signature Page to Subscription Agreement]


 






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