Standard Contracts
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”).
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”)
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”).
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”):
