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.
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Sources: Subscription Agreement (Isos Acquisition Corp.), Subscription Agreement (Isos Acquisition Corp.)