Jonathan Huberman - 28 Jul 2021 Form 3 Insider Report for Software Acquisition Group Inc. III

Footnote F1

As described in the issuer's registration statement on Form S-1 (File No. 333-253230) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

Footnote F2

These shares represent Class B common stock held by Software Acquisition Holdings II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 562,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.

Footnote F3

As a managing member of the Sponsor the reporting person may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.