SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2023 • Nogin, Inc. • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 4, 2023, between Nogin, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 17th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), and (“Indemnitee”).
20,000,000 Units Software Acquisition Group Inc. III UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
This agreement (“Agreement”) is made as of July 28, 2021 between Software Acquisition Group Inc. III, a Delaware corporation, with offices at 1980 Festival Plaza Drive, Suite 300, Law Vegas, Nevada 89135 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Software Acquisition Group Inc. III Las Vegas, Nevada 89135Securities Subscription Agreement • February 18th, 2021 • Software Acquisition Group Inc. III • Delaware
We are pleased to accept the offer Software Acquisition Holdings III LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
COMMON STOCK PURCHASE WARRANT NOGIN, INC.Common Stock Purchase Warrant • April 4th, 2023 • Nogin, Inc. • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nogin, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Software Acquisition Group Inc. III Las Vegas, NV 89135Underwriting Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Software Acquisition Group Inc. III, a Delaware corporation (the “Company”) and Jefferies LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
FORM OF WARRANT AGREEMENT between SOFTWARE ACQUISITION GROUP INC. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 20th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 28, 2021, is entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), and Software Acquisition Holdings III LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2021, is made and entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), Software Acquisition Holdings III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 18th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Nogin, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Nogin, Inc.Placement Agent Agreement • April 4th, 2023 • Nogin, Inc. • Services-business services, nec • New York
Employment AgreementEmployment Agreement • February 3rd, 2023 • Nogin, Inc. • Services-business services, nec • Delaware
This Employment Agreement (this “Agreement”), dated as of January 30, 2023, is made by and between Nogin, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Shahriyar Rahmati (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SOFTWARE ACQUISITION GROUP INC. III as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of August 26, 2022 7.00 % Convertible Senior Notes due 2026Indenture • September 1st, 2022 • Nogin, Inc. • Services-business services, nec • New York
INDENTURE, dated as of August 26, 2022, between SOFTWARE ACQUISITION GROUP INC. III, a Delaware corporation, as issuer (to be renamed “Nogin, Inc.” in connection with the consummation of the transactions contemplated by the Business Combination Agreement) (the “Company”), Branded Online, Inc. dba Nogin, a Delaware corporation, and Native Brands Group LLC, a California limited liability company, as guarantors (collectively, the “Guarantors” and each, a “Guarantor”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG NOGIN, INC., THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY NOGIN HOLDERS SIGNATORY HERETO DATED AUGUST 26, 2022Registration Rights Agreement • September 1st, 2022 • Nogin, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 2022 (this “Agreement”), is made and entered into by and among Nogin, Inc. (formerly known as Software Acquisition Group Inc. III), a Delaware corporation (the “Company”), each equityholder designated as a Sponsor Holder on Schedule A hereto (each a, “Sponsor Holder” and collectively, the “Sponsor Holders”), and each equityholder designated as a Legacy Nogin Holder on Schedule B hereto (each a “Legacy Nogin Holder” and, collectively, the “Legacy Nogin Holders” and, together with Sponsor Holders, the “Holders”).
WARRANT AGREEMENTWarrant Agreement • September 1st, 2022 • Nogin, Inc. • Services-business services, nec • New York
This agreement (this “Agreement”) is made as of August 26, 2022 between Software Acquisition Group Inc. III, a Delaware corporation (such corporation to be renamed “Nogin, Inc. in connection with the consummation of the transactions contemplated by the Merger Agreement (as defined below)) (the “Company”), with offices at 1980 Festival Plaza Drive, Suite 300, Las Vegas, Nevada 89135, and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOFTWARE ACQUISITION GROUP INC. III, NUEVO MERGER SUB, INC., and BRANDED ONLINE, INC. dba Nogin Dated as of February 14, 2022Merger Agreement • February 14th, 2022 • Software Acquisition Group Inc. III • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated February 14, 2022 (this “Agreement”), is made and entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (“Parent”), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub” together with Parent, the “Parent Parties”), and Branded Online, Inc. dba Nogin, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTConvertible Note Subscription Agreement • April 25th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • New York
This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on [ ● ], 2022, by and among Software Acquisition Group Inc. III, a Delaware corporation (the “Issuer”), the undersigned Guarantors (as defined below), and each undersigned subscriber (each, a “Subscriber” and collectively, the “Subscribers”). Notwithstanding anything herein to the contrary, the rights and obligations of each Subscriber hereunder shall be several, and not joint, and any covenants, representations or warranties made by any Subscriber hereunder shall be deemed to be made severally and not jointly by each Subscriber hereunder.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 28, 2021 by and between Software Acquisition Group Inc. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, NV 89135 July 28, 2021Letter Agreement • August 2nd, 2021 • Software Acquisition Group Inc. III • Blank checks
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Software Acquisition Group Inc. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR AGREEMENT February 14, 2022Sponsor Agreement • February 14th, 2022 • Software Acquisition Group Inc. III • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among Software Acquisition Group Inc. III, a Delaware corporation (“Parent”), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, and Branded Online, Inc. dba Nogin, a Delaware corporation (the “Company”). This sponsor agreement (this “Sponsor Agreement”) is being entered into and delivered by the Company, Parent, and Software Acquisition Holdings III, LLC, a Delaware limited liability company (“Sponsor”), in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
NOGIN, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent FIRST SUPPLEMENTAL INDENTURE March 26, 2023 7.00% Convertible Senior Notes Due 2026First Supplemental Indenture • March 27th, 2023 • Nogin, Inc. • Services-business services, nec • New York
INDENTURE, dated as of August 26, 2022, between SOFTWARE ACQUISITION GROUP INC. III, a Delaware corporation, as issuer (to be renamed “Nogin, Inc.” in connection with the consummation of the transactions contemplated by the Business Combination Agreement) (the “Company”), Branded Online, Inc. dba Nogin, a Delaware corporation, and Native Brands Group LLC, a California limited liability company, as guarantors (collectively, the “Guarantors” and each, a “Guarantor”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 25th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 20, 2022 by and among Software Acquisition Group Inc. III, a Delaware corporation (“Parent”), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Branded Online, Inc. dba Nogin, a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger, dated as of February 14, 2022 (the “Merger Agreement”), by and among Parent, Merger Sub, and the Company (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • March 27th, 2023 • Nogin, Inc. • Services-business services, nec
This amendment (this “Amendment”), dated March 26, 2023 (the “Effective Date”), is made by and between Nogin, Inc. (f/k/a Software Acquisition Group Inc. III), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated August 26, 2022, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
LIMITED WAIVER AND CONSENTLimited Waiver and Consent • March 27th, 2023 • Nogin, Inc. • Services-business services, nec • New York
Reference is made to (i) that certain Indenture (the “Indenture”), dated as of August 26, 2022, by and among the Company, the Guarantors, the Trustee and the Collateral Agent and (ii) that certain Warrant Agreement, dated as of August 26, 2022 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 1st, 2022 • Nogin, Inc. • Services-business services, nec
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 26, 2022 by and among Software Acquisition Group Inc. III, a Delaware corporation (“Parent”), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Branded Online, Inc. dba Nogin, a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger, dated as of February 14, 2022, as previously amended (the “Merger Agreement”), by and among Parent, Merger Sub, and the Company (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SOFTWARE ACQUISITION GROUP INC. III CLASS A COMMON STOCK FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 1st, 2022 • Nogin, Inc. • Services-business services, nec • New York
SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, NV 89135Letter Agreement • March 17th, 2021 • Software Acquisition Group Inc. III • Blank checks
SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement • January 27th, 2023 • Nogin, Inc. • Services-business services, nec • California
This Separation Agreement and Mutual Release (the “Agreement”) is made by and between Jan Nugent (“Executive”), on the one hand, and Nogin Commerce, Inc. (the “Company”), Nogin, Inc. (“Nogin”), and any and all of Nogin’s subsidiaries (collectively, with the Company and Nogin, “Nogin Entities”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 14th, 2022 • Software Acquisition Group Inc. III • Blank checks • Delaware
This Company Support Agreement (this “Agreement”), dated as of February 14, 2022, is entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (“SWAG III”), Branded Online, Inc. dba Nogin, a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”, and SWAG III, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF MODCLOTH PARTNERS, LLCLimited Liability Company Agreement • May 16th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ModCloth Partners, LLC (the “Company”), a limited liability company organized pursuant to the Delaware Limited Liability Company Act, is executed effective as of April 6, 2021, by and among the Company and the Persons executing this Agreement as the Members and the Managers (each as defined below). The parties hereto agree that this Agreement shall amend and restate in its entirety any previous limited liability company Agreement of the Company as of the date hereof, and further agree that any such previous limited liability company agreement shall be of no further force or effect.
