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 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”).
