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 [ • ], 2022 7.00 % Convertible Senior Notes due 2026Indenture • April 25th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • New York
INDENTURE, dated as of [ • ], 2022, between SOFTWARE ACQUISITION GROUP INC. III, a Delaware corporation, as issuer (the “Company”), 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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • April 25th, 2022 • Software Acquisition Group Inc. III • Services-business services, nec • New York
This agreement (this “Agreement”) is made as of [ ● ], 2022 between Software Acquisition Group Inc. III, a Delaware corporation (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”).
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.
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.
