20,000,000 Units Software Acquisition Group Inc. III UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • July 14th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 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, NV 89135Underwriting Agreement • July 14th, 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 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 14th, 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 [●], 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”).
FORM OF REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 14th, 2021 • Software Acquisition Group Inc. III • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
