Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth on the Lender’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Lenders of US $__________(1)(the “Total Purchase Price”). The obligation to repay the loan from the Lender shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the Lender, the “Debentures”). Each Debenture (i) shall provide for its conversion into Common Stock at the Conversion Price (as defined below), which price may be adjusted from time to time as provided in the Debenture, (ii) mature on the day which is the first anniversary of the Closing Date, subject to acceleration under certain circumstances described in the form of the Convertible Debenture annexed hereto as Annex I, (iii) will be guaranteed by the Guarantor (as defined below) pursuant to, and subject to, the terms of a Personal Guarantee of Guarantor (the “Guaranty”) attached to the Debenture, and (iv) shall have the terms and conditions of, and be substantially in the form attached hereto as, said Annex I. (ii) The loan to be made by the Lender and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants, and are referred to collectively as the “Transactions.”

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

Purchase of the Securities. (ia) Subject On the basis of the -------------------------- representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, each of this Agreement the Company and the other Transaction Agreements, the undersigned hereby Guarantors agrees to loan issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Company and the Guarantors, the principal amount of Securities set forth opposite the name of such Underwriter on Schedule 1 hereto at a purchase price equal to 0% of the Lender’s signature page principal amount thereof. The Company shall not be obligated to deliver any of this Agreement the Securities except upon payment for all of the Securities to be purchased as provided herein. The Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such affiliate may sell Securities purchased by it to an Underwriter. The Company hereby confirms its engagement of DLJ as, and DLJ hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter", within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. (the “Purchase Price”), out "NASD") with respect to the offering and sale of the aggregate amount being loaned by all Lenders Securities. DLJ, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "QIU." As compensation for the services of US $__________(1)(the “Total Purchase Price”). The obligation to repay the loan from the Lender shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the LenderQIU hereunder, the “Debentures”). Each Debenture (i) shall provide for its conversion into Common Stock at Company agrees to pay the Conversion Price (as defined below), which price may be adjusted from time to time as provided in the Debenture, (ii) mature QIU $5,000 on the day which is the first anniversary of the Closing Date, subject which fee shall be waived. The yield to acceleration under certain circumstances described in maturity at which the form of the Convertible Debenture annexed hereto as Annex I, (iii) securities will be guaranteed by the Guarantor (as defined below) pursuant to, and subject to, the terms of a Personal Guarantee of Guarantor (the “Guaranty”) attached sold to the Debenture, and (iv) public shall have be no lower than the terms and conditions of, and be substantially in the form attached hereto as, said Annex I. (ii) The loan minimum yield to be made maturity recommended by the Lender and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Lender are sometimes referred to herein and in the other Transaction Agreements DLJ acting as the purchase and sale of the Debentures and the Warrants, and are referred to collectively as the “TransactionsQIU.”

Purchase of the Securities. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth on the Lender’s 's signature page of this Agreement (the “"Purchase Price”"), out of the aggregate amount being loaned by all Lenders of US $__________US$1,050,000 (1)(the “the "Total Purchase Price”"). The obligation to repay the loan from the Lender shall be evidenced by the Company’s 's issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures 8/27/04 issued to the Lender, the “"Debentures”"). Each Debenture (i) shall provide for its a conversion into Common Stock at price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to time as provided in the Debenture, (ii) mature on the day which is the first anniversary of the Closing Date, subject to acceleration under certain circumstances described in the form of the Convertible Debenture annexed hereto as Annex I, (iii) will be guaranteed by the Guarantor (as defined below) pursuant to, and subject to, the terms of a Personal Guarantee of Guarantor (the “Guaranty”) attached to the Debenture, and (iv) shall have the terms and conditions of, and be substantially in the form attached hereto as, said Annex I.I, and (iii) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VIII (the "Security Interest Agreement").1 ------------------- 1 By signing this Agreement, the Lender, subject to acceptance by the Agent named in the Security Interest Agreement, agrees to all of the terms and conditions of, and becomes a party to, the Security Interest Agreement, all of the provisions of which are incorporated herein by this reference as if set forth in full. 8/27/04 (ii) The loan to be made by the Lender and the issuance of the Debentures and the Warrants (collectively, the “"Purchased Securities”") to the Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants, and are referred to collectively as the “Transactions.”

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