PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended, this Agreement), is entered into by and among Isleworth Healthcare Acquisition Corp., a Delaware corporation (the Company) and, I-Bankers Securities, Inc. (Purchaser).
WHEREAS, the Company intends to consummate a public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys common stock, par value $0.0001 per share (a Share), and one-half of a redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement); and
WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 1,000,000 warrants (or up to 1,090,000 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) As payment in full for the 1,000,000 Private Placement Warrants being purchased under this Agreement, Purchaser shall pay $1,000,000 (the Purchase Price), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the Trust Account) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement.
(ii) In the event that the over-allotment option is exercised in full, Purchaser shall purchase up to an additional 90,000 Warrants (the Additional Warrants), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall each pay $1.00 per Additional Warrant, up to an aggregate amount of $90,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.
(iii) The closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering (the Initial Closing Date). The closing of the purchase and sale of the Additional Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the Closing Dates and each, a Closing Date). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Warrants shall take place at the offices of Schiff Hardin LLP, 901 K Street NW, Suite 700, Washington, DC, 20001, or such other place as may be agreed upon by the parties hereto.