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”).
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
