Isleworth Healthcare Acquisition Corp.
1883 Bayview Drive
Tierra Verde, FL 33715
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|Isleworth Healthcare Sponsor I LLC || ||December 29, 2020|
|1883 Bayview Drive || |
|Tierra Verde, FL 33715 || |
RE: Securities Subscription Agreement
Ladies and Gentlemen:
This agreement (the Agreement) is entered into on December 29, 2020 by and between Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the Subscriber or you), and Isleworth Healthcare Acquisition Corp., a Delaware corporation (the Company, we or us). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of the Companys common stock, $0.0001 par value per share (the Shares), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (IPO) of units (Units) of the Company, do not fully exercise their over-allotment option (the Over-allotment Option). The Company and the Subscribers agreements regarding such Shares are as follows:
1. Purchase of Securities.
1.1. Purchase of Shares. For the sum of $25,000 (the Purchase Price), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscribers execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscribers name representing the shares (the Original Certificate), or effect such delivery in book-entry form.
2. Representations, Warranties and Agreements.
2.1. Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.2. Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against 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).
2.1.3. Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the