Software Acquisition Holdings III LLC - 26 Aug 2022 Form 4 Insider Report for Software Acquisition Group Inc. III

Footnote F1

In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated February 14, 2022, by and among Software Acquisition Group Inc. III ("SWAG"), Nuevo Merger Sub, Inc., and Branded Online, Inc. (dba Nogin) (the transactions contemplated thereby, the "Business Combination"), SWAG changed its name to Nogin, Inc. ("Nogin").

Footnote F2

Reflects the conversion of 5,701,967 shares of Class B common stock, par value $0.0001 per share, of Nogin into 5,701,967 shares of common stock of Nogin, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

Footnote F3

As described in SWAG'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 SWAG'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 F4

This amount gives effect to the forfeiture of 48,033 shares of Class B common stock prior to the consummation of the Business Combination. No other shares are subject to forfeiture.

Footnote F5

Jonathan S. Huberman, Mike Nikzad, and Andrew K. Nikou are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Footnote F6

In connection SWAG's initial public offering ("IPO"), the reporting person purchased in a private placement 9,982,754 warrants that became exercisable upon the consummation of the Business Combination. Each warrant entitles the reporting person to purchase one share of common stock of Nogin for $11.50. The warrants are exercisable during the period commencing during 30 days after the consummation of the Business Combination and terminating at 5:00 pm New York City time on the earlier to occur of (i) five years from the consummation of the Business Combination and (ii) the Redemption Date (as defined in the Warrant Agreement, dated as of July 28, 2021 by and between SWAG and Continental Transfer & Trust Company).