Exhibit 10.3


 


AMENDED
AND RESTATED FORWARD PURCHASE CONTRACT


 


This
Amended and Restated Forward Purchase Contract (this “Agreement”) is entered into as of July 1, 2021, among Isos Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and each of the undersigned subscribers (each individually,
a “Subscriber” or “you”).


 


RECITALS


 


WHEREAS,
the Company and each of the Subscribers is party to a Forward Purchase Contract dated March 2, 2021 (the “Existing FPC”);


 


WHEREAS,
pursuant to the Existing FPC, certain of the Subscribers (the “Original Subscribers”) agreed to purchase Units of
the Company in an aggregate amount equal to Twenty-Five Percent (25%) of the Units sold in the Company’s IPO (subject to the terms
and conditions set forth in the Existing FPC and allocated to the Original Subscribers as described in the Existing FPC);


 


WHEREAS,
the Subscribers and the Company wish to amend and restate the Existing FPC in its entirety to, among things, provide for the purchase
of additional Units from the Company by new Subscribers (the “New Subscribers”) on the terms and subject to the conditions
set forth herein;


 


NOW
THEREFORE, in consideration of the premises, representations, warranties and mutual covenants contained in this Agreement, and intending
to be legally bound hereby, the parties hereto agree as follows:


 


AGREEMENT


 


1. Certain
Definitions. As used herein, the following terms shall have the following meanings:


 


1.1.
“Business Combination” means the Company’s proposed initial merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities;


 


1.2.
“Business Combination Agreement” means the Business Combination Agreement, dated as of July 1, 2021, by and
between the Company and Bowlero Corp., a Delaware corporation (the “Target”), as it may be amended or
supplemented from time to time.


 


1.3.
“Class A Common Stock” or “Shares” means shares of Class A common stock of the Company, par
value $0.0001 per share;


 


1.4.
“Commission” means the Securities and Exchange Commission;


 


1.5.
“IPO” means the Company’s initial public offering of Units which closed on March 5, 2021;


 






    1


     


    

 


1.6.
“Net Redemptions” means an amount equal to (i) the aggregate amount of cash proceeds that will be required to
satisfy the redemption of any shares of Acquiror Class A Common Stock pursuant to the Offer (as defined in the Business Combination
Agreement), minus, to the extent applicable (ii) the aggregate amount of proceeds from Additional PIPEs actually received by
Acquiror prior to or substantially concurrently with the closing of the transactions contemplated by the Business Combination
Agreement (but in no event less than zero).


 


1.7.
“NYSE” means the New York Stock Exchange;


 


1.8.
“Securities” means the Units and the securities underlying the Units and, in respect of a Subscriber, the
Securities purchased by such Subscriber hereunder;


 


1.9.
“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder;


 


1.10.
“SPAC Prospectus” means the final prospectus of the Company dated as of March 2, 2021, filed with the Commission
(File No. 333-252283) on March 4, 2021;


 


1.11.
“Sponsor” means Isos Acquisition Sponsor LLC, a Delaware limited liability company, and sponsor of the
Company;


 


1.12.
“Units” means units of the Company comprised of one Share and one-third of one Warrant; and


 


1.13.
“Warrants” means warrants of the Company, each of which is exercisable to purchase one Share at an exercise price
of $11.50 per Share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the IPO, and
(ii) thirty (30) days following the consummation of the Company’s Business Combination, and expiring on the five year
anniversary of the consummation of the Business Combination.


 


2. Purchase
of the Securities.


 


2.1.
Subject to the terms and conditions of this Agreement, the Company agrees to sell the number of Units to each Subscriber set forth
opposite its name under the heading “Total Units” on Schedule I, and each Subscriber hereby agrees to purchase
the number of Units from the Company set forth opposite its name under the heading “Total Units” on Schedule I,
in a private placement at a purchase price of $10.00 per Unit. The Subscribers obligations hereunder are several and not joint
obligations and no Subscriber shall have any liability to any person for the performance or non-performance of any obligation by any
other Subscriber hereunder.


 


2.2.
The Warrants included in the Units to be purchased pursuant hereto shall, so long as such Warrants are held by the Subscribers, be
identical to the private placement warrants purchased by 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).


 


2.3.
The parties hereby agree and acknowledge that, at the closing of the Business Combination, the Company may deliver to each
Subscriber the number of Shares and Warrants that would have been included in the Units to be purchased by such Subscriber pursuant
hereto, in lieu of delivering such Units.


 






    2


     


    

 


3. Representations,
Warranties and Agreements.


 


3.1. Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscribers, each Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows with respect to itself only and not any other
Subscriber:


 


3.1.1 No
Government Recommendation or Approval. Such Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Securities.


 


3.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of such
Subscriber, (ii) any agreement, indenture or instrument to which such Subscriber is a party, (iii) any law, statute, rule or
regulation to which such Subscriber is subject, or (iv) any agreement, order, judgment or decree to which such Subscriber is
subject.


 


3.1.3 Organization
and Authority. Such Subscriber possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement. Upon execution and delivery by such Subscriber, this Agreement is a legal, valid and binding agreement of such
Subscriber, enforceable against such Subscriber in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


3.1.4 Experience,
Financial Capability and Suitability. Such Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Securities and protect its own interests and (ii) able to bear the economic risk of its
investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities
Act and therefore cannot be sold by such Subscriber unless subsequently registered under the Securities Act or an exemption from
such registration is available. Such Subscriber is able to afford a complete loss of its investment in the Securities.


 


3.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, such Subscriber has had the opportunity to
ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the
finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to make this investment, such Subscriber has relied solely on its
own knowledge and understanding of the Company and its business based upon its own due diligence investigation and the information
furnished pursuant to this paragraph. Such Subscriber understands that no person has been authorized to give any information or to
make any representations which were not furnished pursuant to this Agreement and such Subscriber has not relied on any other
representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.


 






    3


     


    

 


3.1.6 Regulation
D Offering. Such Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or
similar exemptions under federal or state law.


 


3.1.7 Investment
Purposes. Such Subscriber is purchasing the Securities solely for investment purposes and not with a view towards the further
distribution thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act.


 


3.1.8 Restrictions
on Transfer; Shell Company. Such Subscriber understands the Securities are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. Such Subscriber understands the Securities will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and such Subscriber understands that any
certificates representing the Securities will contain a legend in respect of such restrictions. If in the future such Subscriber
decides to offer, resell, pledge or otherwise transfer the Securities, such securities may be offered, resold, pledged or otherwise
transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Such
Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to
any such transfer, such Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with
respect to compliance with the foregoing sentence. Absent registration or an exemption, such Subscriber agrees not to resell the
Securities. Such Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to such
Subscriber for the resale of the Securities until one (1) year following consummation of the Business Combination, despite technical
compliance with the requirements of Rule 144.


 


3.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of such Subscriber in connection with the transactions contemplated by this Agreement.


 


3.1.10 Sufficient
Funds. Such Subscriber will have sufficient immediately available funds at the Closing to pay the purchase price for the number
of Units set forth opposite its name under the heading “Total Units” on Schedule I.


 


3.2. Company’s
Representations, Warranties and Agreements. To induce the Subscribers to purchase the Securities, the Company hereby represents
and warrants to each Subscriber and agrees with each Subscriber as follows:


 






    4


     


    

 


3.2.1 Organization
and Corporate Power. The Company is a Cayman Islands exempted company (and following the Domestication (as defined in the
Business Combination Agreement), the Company will be a Delaware corporation). The Company possesses all requisite corporate power
and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company of
this Agreement, the Agreement will constitute a legal, valid and binding agreement of the Company, enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


3.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum & Articles of Association of
the Company (the “Charter”), (ii) any agreement, indenture or instrument to which the Company is a party or (iii)
any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the
Company is subject.


 


3.2.3 Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and
validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof each
Subscriber will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind,
other than (a) transfer restrictions under federal and state securities laws, and (b) liens, claims or encumbrances imposed due to
the actions of the Subscriber.


 


3.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection
with any transactions.


 


3.2.5 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Company in connection with the transactions contemplated by this Agreement, other than (i) the filing
of a Form D with the Commission and such state Blue Sky, FINRA and consents and approvals of the NYSE as may be required, (ii)
the filing with the Commission of the Registration Statement, (iii) the filings required by applicable state or federal securities
laws, (iv) those required to consummate the transactions contemplated by the Business Combination Agreement as provided under the
Business Combination Agreement, (v) the filing of notification under HSR Act (as defined in the Business Combination Agreement), if
applicable, and (vi) any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to
obtain would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in
the Business Combination Agreement).


 


3.2.6 No
General Solicitation. No form of general solicitation or general advertising within the meaning of Regulation D of the
Securities Act (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper,
magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising) was used by the Company or any of its representatives in connection with the offer and
sale of the Securities.


 






    5


     


    

 


3.2.7 No
Brokers. No broker, finder or similar intermediary has acted for or on behalf of the Company or any of its affiliates in
connection with this Agreement or the transactions contemplated hereby and no broker, finder, agent or similar intermediary is
entitled to any broker’s, finder’s or similar fee or other commission in connection therewith, in each case, for which
any Subscriber could become liable.


 


3.2.8 Arms-Length.
The purchase and sale of the Securities contemplated by this Agreement is an arms-length transaction between the Subscribers and the
Company.


 


3.2.9 PIPE
Investments. The Company has entered into subscription agreements (the “PIPE Subscription Agreements”),
pursuant to which the subscribers party thereto have committed, subject to the terms and conditions therein, to purchase shares of
Class A Common Stock for an aggregate purchase price equal to $150.0 million. As of the date hereof, each of the PIPE Subscription
Agreements is in full force and effect and is legal, valid and binding upon the Company and, to the knowledge of the Company, the
subscribers party thereto, enforceable in accordance with it terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to
enforceability, to general principles of equity. As of the date hereof, none of the PIPE Subscription Agreements have been
withdrawn, terminated, amended or modified, and, to the knowledge of the Company, no such withdrawal, termination, amendment or
modification is contemplated, and the commitments contained in the PIPE Subscription Agreements have not been withdrawn, terminated
or rescinded by the subscribers party thereto in any respect.


 


3.2.10 Preferred
Investment. The Company has entered into subscription agreements (the “Preferred Subscription Agreements”),
pursuant to which subscribers party thereto have committed, subject to the terms and conditions therein, to purchase Series A
convertible preferred shares of the Company for an aggregate purchase price equal to $95.0 million. As of the date hereof, each of
Preferred Subscription Agreements is in full force and effect and is legal, valid and binding upon the Company and, to the knowledge
of the Company, the subscribers party thereto, enforceable in accordance with it terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and
subject, as to enforceability, to general principles of equity. As of the date hereof, none of the Preferred Subscription Agreements
has been withdrawn, terminated, amended or modified, and, to the knowledge of the Company, no such withdrawal, termination,
amendment or modification is contemplated, and the commitments contained in the Preferred Subscription Agreements have not been
withdrawn, terminated or rescinded by the subscriber party thereto in any respect.


 


4. Settlement
Date and Delivery.


 


4.1. Closing
of Purchase of Securities. The consummation and settlement of the forward purchase contract for the purchase and sale of the
Securities hereunder (the “Closing”) shall be held at the same date and immediately prior to the closing of the
Business Combination contemplated by the Business Combination Agreement (the date of the Closing being referred to as the
“Closing Date”). No later than two business days prior to the Closing Date, each Subscriber shall deliver the
purchase price for the Units purchased by such Subscriber hereunder in cash via wire transfer to an account specified in writing by
the Company to such Subscriber at least five business days prior to the Closing Date. Upon the Closing, the Company will issue to
each Subscriber the Units being purchased hereunder by such Subscriber, each registered in the name of such Subscriber, against
delivery of the purchase price by such Subscriber.


 






    6


     


    

 


4.2. Conditions
to Closing of the Company.


 


The
Company’s obligations to sell and issue the Securities at the Closing are subject to the fulfillment (or waiver by the Company)
of the following conditions:


 


4.2.1 Representations
and Warranties Correct. The representations and warranties made by each Subscriber in Section 3 hereof shall be true and
correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date
(unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such
date) with the same force and effect as if they had been made on and as of said date.


 


4.2.2 Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Subscribers on or prior to the Closing
shall have been performed or complied with in all material respects.


 


4.2.3 Blue
Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured an exemption therefrom,
required by any state for the offer and sale of the Securities.


 


4.3. Conditions
to Closing of the Subscribers.


 


Each
Subscriber’s obligation to purchase the Securities at the Closing is subject to the fulfillment (or waiver by such Subscriber)
on or prior to the Closing Date of each of the following conditions:


 


4.3.1 Representations
and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and
correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date
(unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such
date), with the same force and effect as if they had been made on and as of said date.


 


4.3.2 Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall
have been performed or complied with in all material respects.


 


4.3.3 Blue
Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured an exemption therefrom,
required by any state for the offer and sale of the Securities.


 






    7


     


    

 


4.3.4 Approvals.
The Business Combination contemplated by the Business Combination Agreement and the transactions contemplated by this Agreement,
including all necessary approvals of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or
waived (as determined by the parties to the Business Combination Agreement) and other than those conditions that, by their nature,
may only be satisfied at the closing of the Business Combination under the Business Combination Agreement (including to the extent
that any such condition is dependent upon the consummation of the purchase and sale of shares pursuant to this Agreement, the PIPE
Subscription Agreements and the Preferred Subscription Agreements), but subject to the satisfaction or waiver of such conditions as
of the closing of the Business Combination under the Business Combination Agreement.


 


4.3.5 Listing.
The Shares and the Warrants shall have been approved for listing on the NYSE, subject to official notice of issuance.


 


In
addition, each New Subscriber’s obligation to purchase the number of Units set forth opposite such New Subscriber’s name
under the heading “Total Units” on Schedule I at the Closing is subject to the fulfillment (or waiver by such New
Subscriber) on or prior to the Closing Date of the following condition (it being understood, for the avoidance of doubt, that each Original
Subscriber’s obligation to purchase the number of Units set forth opposite such Original Subscriber’s name under the heading
“Total Units” on Schedule I at the Closing shall not be subject to the fulfillment on or prior to the Closing Date
of the following condition):


 


4.3.6 Net
Redemptions. Net Redemptions shall not exceed $165.75 million.


 


5. Restrictions
on Transfer. Each Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of
the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable
state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has
received an opinion of counsel for the Company that such registration is not required because such transaction is exempt from
registration under the Securities Act and the rules promulgated by the Commission thereunder and under all applicable state
securities laws. All certificates representing the Securities shall have endorsed thereon a legend substantially as
follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


The
Company agrees to cause its counsel to deliver an opinion to the Company’s transfer agent directing the removal of the foregoing
legends once able to do so pursuant to applicable securities laws.


 


Other
than the restrictions on transfer pursuant to the Securities Act and set forth in this Section 5, the Subscribers shall not be
required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to offer,
sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in
Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, with respect to the Securities.


 






    8


     


    

 


6. Registration
Rights. 


 


6.1.
The Company agrees that the Company will file with the Commission (at the Company’s sole cost and expense) a registration
statement registering the resale of the Shares and Warrants (comprising a Unit) (the “Registration Statement”) as
soon as practicable but in any event no later than thirty (30) calendar days after the Closing Date and shall have the Registration
Statement declared effective as soon as practicable thereafter but in any event no later than the earlier of (i) the 60th calendar
day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement)
following the Closing and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is
earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effectiveness Date”); provided that if such day falls on a Saturday,
Sunday or other day that the Commission is closed, the Effectiveness Date shall be extended to the next Business Day on which the
Commission is open for business. The Company’s obligations to include the Subscriber and Shares and Warrants in the
Registration Statement are contingent upon each Subscriber furnishing in writing to the Company such information regarding such
Subscriber, the securities of the Company held by such Subscriber and the intended method of disposition of the Shares and Warrants
as shall be reasonably requested by the Company to effect the registration of the Shares and Warrants, and shall execute such
documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in
similar situations (other than lock-up or similar agreements).


 


7. Other
Agreements.


 


7.1. Equity
Issuances. Prior to Closing, the Company shall not offer, issue, deliver, grant or sell, or authorize or propose to offer,
issue, deliver, grant or sell, any capital stock of, or other equity interests in, the Company or any securities convertible into,
or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (i) in connection with the
exercise of any Warrants outstanding on the date hereof, (ii) in connection with this Agreement, the PIPE Subscription Agreements
and the Preferred Subscription Agreements, (iii) in connection with the transactions contemplated by the Business Combination
Agreement, or (iv) additional shares of Class A Common Stock issued in a private placement (the “Additional
PIPE”) on terms that are substantially similar to the terms of the PIPE Subscription Agreements; provided in the
case of clause (iv) that such issuance is at a purchase price equal to or greater than $10.00 per share;


 






    9


     


    

 


7.2. No
More Favorable Terms. After the date of this Agreement and prior to the closing of the Business Combination contemplated by the
Business Combination Agreement, the Company shall not amend any of the PIPE Subscription Agreements or Preferred Subscription
Agreements, or enter into any future agreements relating to the subscription or purchase of Securities with future investors, or
amend any existing agreements relating to the subscription or purchase of Securities with any existing investors (including the
Sponsor), but excluding, for the avoidance of doubt, the Business Combination Agreement, that have the effect of establishing rights
or obligations in a manner more favorable in any material respect to such investor or prospective investor than the rights and
obligations established in this Agreement (to the extent applicable), or waive any analogous rights or obligations binding any
existing or future investors unless, in any such case and only to the extent applicable, the Subscribers have also been provided
with such rights and obligations; provided that it is understood and agreed that the entry into of an agreement relating to
the subscription or purchase subscription agreement with respect to an Additional PIPE on terms that are substantially similar to
the terms of the PIPE Subscription Agreements (and at a subscription price of no less than $10.00 per share) shall not be deemed to
be more favorable in any material respect to such investor or prospective investor.


 


7.3. Net
Redemptions. If Net Redemptions exceed $10,000,000, any such excess shall reduce, on a dollar-for-dollar basis, the cash
consideration payable in respect of the Company Common Stock and Company Common Options (in each case, as defined in the Business
Combination Agreement) at the closing of the Business Combination pursuant to the Business Combination Agreement.


 


7.4. Warrants.
At any time prior to Closing, the Company shall have outstanding a maximum of 17,225,728 Warrants (subject to any share splits,
conversions, etc.), of which 3,333,333 Warrants shall be issued to the Subscribers pursuant to this Agreement.


 


7.5. Further
Assurances. Each of the Company and the Subscribers agree to execute such further instruments and to take such further action as
may reasonably be necessary to carry out the intent of this Agreement.


 


7.6. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and
delivered personally or sent by first class registered or certified mail or overnight courier service, (ii) by facsimile and (iii)
by electronic mail, in each case to the address, facsimile number or email address as set forth on the signature page hereto. Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on
the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day
after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


7.7. Entire
Agreement. This Agreement, together with the Registration Rights Agreement, embodies the entire agreement and understanding
between the Subscribers and the Company with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement
of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms
and provisions of this Agreement.


 


7.8. Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all
parties hereto.


 






    10


     


    

 


7.9. Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by all parties hereto. No such waiver or consent shall be deemed to be or shall constitute a waiver or
consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall
be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 


7.10. Assignment.
The rights and obligations under this Agreement may not be assigned by any of the parties hereto without the prior written consent
of the other parties; provided that each Subscriber may assign its rights and obligations to an affiliate without the prior
consent of the other parties; and such affiliate shall be joined to this Agreement as an Original Subscriber (in the case of an
Original Subscriber assignment) or as a New Subscriber (in the case of a New Subscriber assignment); provided, further,
that no such assignment by such Subscriber will relieve such Subscriber of its obligations under this Agreement.


 


7.11. Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and
shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall
be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a
third-party beneficiary of this Agreement; provided that the Target is an express third-party beneficiary of this Agreement
and shall be entitled to enforce the terms hereof, including an injunction, temporary restraining order or other equitable relief
pursuant to Section 12, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or
equity.


 


7.12. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


7.13. Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such
court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court
shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.


 


7.14. No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or
further action in any circumstances without such notice or demand.


 






    11


     


    

 


7.15. Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and
any investigations made by or on behalf of the parties.


 


7.16. Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.17. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


7.18. Construction.
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.


 


7.19. Mutual
Drafting. This Agreement is the joint product of the Subscribers, on the one hand, and the Company, on the other hand, and each
provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed
for or against any party hereto.


 


8. Indemnification.
The Subscribers, on the one hand, and the Company, on the other hand, shall indemnify the Company or the Subscribers, as applicable,
against any reasonable loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such
party’s breach of any representation, warranty, covenant or agreement in this Agreement, as determined by a final
non-appealable judgment of a court of competent jurisdiction.


 






    12


     


    

 


9. Term.
The Subscribers’ obligation to acquire the Securities hereunder, and the Company’s obligation to sell the Securities
hereunder, shall be in effect until the earliest of (i) the liquidation of the Company in the event that the Company is unable to
consummate the Business Combination within the time frame permitted by the Charter (including any extensions thereunder), (ii) the
mutual written agreement of each of the parties hereto to terminate this Agreement, (iii) such date and time as the Business
Combination Agreement is terminated in accordance with its terms, or (iv) written notice by the Company to the Subscriber, or the
Subscriber to the Company, to terminate this Agreement if the transactions contemplated by this Agreement are not consummated prior
to the earlier of (x) the “Agreement End Date” as defined in the Business Combination Agreement, as it may be amended
pursuant to the Business Combination Agreement and (y) March 1, 2022; provided that (i) nothing herein will relieve any party
from liability for any willful breach hereof prior to the time of termination, and (ii) each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify the Subscriber of
the termination of the Business Combination Agreement promptly after the termination of such agreement and the provisions of
Sections 7, 9 and 11 survive any termination of this Forward Purchase Agreement and continue indefinitely.


 


10. Disclosure.
The Subscribers hereby acknowledge that (i) the terms of this Agreement will be publicly disclosed in a Registration Statement on
Form S-4 to be filed by the Company with the Commission in connection with the Business Combination, and (ii) this Agreement will be
described in and filed with a Current Report on Form 8-K to be filed by the Company with the Commission. The Subscribers shall have
a reasonable opportunity to review and comment on the proposed disclosure prior to such filings.


 


11. Trust
Account Waiver. Each Subscriber hereby represents and warrants that it has had the opportunity to read the SPAC Prospectus and
understands that the Company has established the Trust Account containing the proceeds of the IPO and the overallotment shares
acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued
from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment shares acquired by
the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the SPAC
Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to
redeem their Shares in connection with the consummation of the Issuer’s initial Business Combination or in connection with an
extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a
Business Combination within the time frame permitted by the Charter (including any extensions thereunder), and (c) with respect to
any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in
dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in
consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each Subscriber hereby agrees that notwithstanding anything to the contrary contained
in this Agreement, such Subscriber does not now and shall not at any time hereafter have, and waives any and all right, title and
interest, or any claims of any kind it has or may have in the future as a result of, or arising out of, this Agreement, the
transactions contemplated hereby or the Securities to be issued to such Subscriber hereunder, in or to any monies held in the Trust
Account (or any distributions therefrom directly or indirectly to Public Stockholders (“Public Distributions”),
and agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account or Public
Distributions as a result of, or arising out of, this Agreement, the transactions contemplated hereby or such Securities, regardless
of whether such claim arises based on contract, tort, equity or any other theory of legal liability. To the extent a Subscriber
commences any action or proceeding based upon, in connection with, as a result of or arising out of, this Agreement, the
transactions contemplated hereby or any Securities, which proceeding seeks, in whole or in part, monetary relief against the Company
or its Representatives, such Subscriber hereby acknowledges and agrees that such Subscriber’s sole remedy shall be against
funds held outside of the Trust Account (other than Public Distributions) and that such claim shall not permit such Subscriber (or
any person claiming on its behalf or in lieu of any of it) to have any claim against the Trust Account (including any distributions
therefrom) or any amounts contained therein. Notwithstanding anything else in this Section 11 to the contrary, nothing herein
shall be deemed to limit a Subscriber’s right, title, interest or claim to the Trust Account by virtue of such
Subscriber’s record or beneficial ownership of Shares other than pursuant to this Agreement, including but not limited to any
redemption right with respect to any such securities of the Company. For purposes of this Agreement, “Representatives”
with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors,
officers, employees, consultants, advisors, agents and other representatives.


 






    13


     


    

 


12. Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to equitable relief, including an injunction or injunctions, to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is
entitled at law, in equity, in contract, in tort or otherwise. Each party hereto further agrees that none of the parties hereto
shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any
remedy referred to in this Section 12, and each party hereto irrevocably waives any right it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.


 


 


[Signature
Page Follows]


 






    14


     


    

 


If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


The
parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	ISOS ACQUISITION CORPORATION	 
	 	 	 
	By:	/s/
    George Barrios 	 
	Name:	George Barrios 	 
	Title:	Co-Chief Executive Officer	 
	Address:  	55 Post Road West, Suite
    200

    Westport, CT 06880	 
	Email:	xxxxxx	 



 


	By:	/s/
    Michelle Wilson 	 
	Name:	Michelle Wilson 	 
	Title:	Co-Chief Executive Officer	 
	Address:  	55 Post Road West, Suite
    200

    Westport, CT 06880	 
	Email:	xxxxxx	 







    15


     


    

 


	


APOLLO CREDIT STRATEGIES MASTER FUND LTD.
 By: Apollo ST Fund Management LLC, its investment manager


	 
	 	 	 
	By:	/s/ Joseph D. Glatt 	 
	Name:	Joseph D. Glatt 	 
	Title:	Vice President	 
	 	 	 
	 	 	 
	APOLLO PPF CREDIT STRATEGIES, LLC
 By: Apollo Credit Strategies Master Fund Ltd.,
 its member
 By: Apollo ST Fund Management LLC,
 its investment manager	 


 


	By:	 /s/ Joseph D. Glatt	 
	Name:	Joseph D. Glatt 	 
	Title:	Vice President	 
	 	 	 
	 	 	 
	APOLLO ATLAS MASTER FUND, LLC
 By: Apollo Atlas Management, LLC,
 its investment manager	 
	 	 


 


	By:	 /s/ Joseph D. Glatt	 
	Name:	Joseph D. Glatt 	 
	Title:	Vice President	 
	 	 	 
	 	 	 
	APOLLO A-N CREDIT FUND (DELAWARE), L.P.
 By: Apollo A-N Credit Management, LLC,
 its investment manager	 
	 	 


 


	By:	 /s/ Joseph D. Glatt	 
	Name:	Joseph D. Glatt 	 
	Title:	Vice President	 
	 	 	 
	 	 	 
	APOLLO SPAC FUND I, L.P..
 By:	 


 


	By:	/s/
    Joseph D. Glatt	 
	Name:	 	 
	Title:	 	 


 






    16


     


    

 


Schedule
1


 


	Original
    Subscriber	Total
    Units
	Apollo
    Credit Strategies Master Fund Ltd.	4,924,754
	Apollo
    PPF Credit Strategies, LLC	634,723
	Apollo
    Atlas Master Fund, LLC	324,073
	Apollo
    A-N Credit Fund (Delaware), L.P.	487,375
	Total:	6,370,925



 


 

	New
    Subscriber	Total
    Units
	Apollo
    SPAC Fund I, L.P.	1,200,000
	Apollo
    Atlas Master Fund, LLC	629,385
	Apollo
    A-N Credit Fund (Delaware), L.P.	1,799,690
	Total:	3,629,075



 






    Sch. 1-1