EX-10.8





 Exhibit 10.8 

Oaktree Acquisition Corp. III 

333 South Grand Avenue 
 28th Floor

 Los Angeles, CA 90071 

February 3, 2021 
 Oaktree Acquisition Holdings
III, L.P. 
 333 South Grand Avenue 
 28th Floor 

Los Angeles, CA 90071 
  

	RE:	 Securities Subscription Agreement 



Gentlemen: 
 This agreement (this
“Agreement”) is entered into on February 3, 2021 by and between Oaktree Acquisition Holdings III, L.P., a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Oaktree
Acquisition Corp. III, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 9,343,750 Class B ordinary shares, $0.0001 par
value per share (the “Shares”), up to 1,218,750 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company
do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows: 

1.    Purchase of Securities. 

1.1    Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which you have paid to
cover certain expenses on the Company’s behalf, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,218,750 of which are subject to surrender and
cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of
such shares as a matter of Cayman Islands law. 
 1.2    Surrender of Subscriber Shares. On the issuance of the
Shares, the Subscriber hereby surrenders for no consideration the one ordinary share, $0.0001 par value per share that the Subscriber holds in the Company. 

2.    Representations, Warranties and Agreements. 

2.1    Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to
the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows: 

2.1.1    No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has
passed upon or made any recommendation or endorsement of the offering of the Shares. 












 2.1.2    No Conflicts. The execution, delivery and performance of
this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the exempted limited partnership agreement of the Subscriber, (ii) any agreement,
indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject. 

2.1.3    Registration and Authority. The Subscriber is a Cayman Islands exempted limited partnership, validly
existing and possessing all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber,
enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and
subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 

2.1.4    Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters
and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the
Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in
the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an
exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares. 

2.1.5    Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber
has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain
additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not
furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects. 

  
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 2.1.6    Regulation D Offering. Subscriber represents that it is
an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on
a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law. 

2.1.7    Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the
Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general
solicitation or general advertising within the meaning of Rule 502 under the Securities Act. 
 2.1.8    Restrictions
on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides
to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration.
Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the
Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares
until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. 

2.1.9    No Governmental Consents. No governmental, administrative or other third party consents or approvals are
required or necessary on the part of Subscriber in connection with the transactions contemplated by this Agreement. 

2.2    Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the
Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows: 

2.2.1    Incorporation and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do
business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate
power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, 

  
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 fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and
subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 

2.2.2    No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the
Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture or instrument to which the Company is
a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject. 

2.2.3    Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and
registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s
register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be
subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber. 

2.2.4    No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against
or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover
damages or to obtain other relief in connection with any transactions. 
 3.    Surrender and Cancellation of Shares. 

3.1    Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the
representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 1,218,750
Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such surrender, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares
(not including ordinary shares issuable upon exercise of any warrants or any ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company
immediately following the IPO. 
 3.2    Termination of Rights as Shareholder. If any of the Shares are
surrendered and cancelled in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to
cancel such Shares. 

  
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 4.    Waiver of Liquidation Distributions; Redemption Rights. In connection with
the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the
Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete
an initial business combination. For purposes of clarity, in the event the Subscriber purchases ordinary shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the
Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in the Trust Account upon the successful completion of an initial business combination. 

5.    Restrictions on Transfer. 

5.1    Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement
(commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the
Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has
received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange
Commission thereunder and with all applicable state securities laws. 
 5.2    Restrictive Legends. Any
certificates representing the Shares shall have endorsed thereon legends substantially as follows: 
 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP.” 
 5.3    Additional Shares or Substituted Securities. In the event of the
declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to
this Section 5 or into which such Shares thereby 

  
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become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the
number and/or class of Shares subject to this Section 5 and Section 3. 
 5.4    Registration Rights.
Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a
Registration and Shareholder Rights Agreement to be entered into with the Company prior to the closing of the IPO. 
 6.    Other
Agreements. 
 6.1    Further Assurances. Subscriber agrees to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the intent of this Agreement. 
 6.2    Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or
electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic
mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the
day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail. 
 6.3    Entire Agreement. This Agreement, together with that certain Insider
Letter to be entered into between Subscriber and the Company, substantially in the form to be filed as an exhibit to the Registration Statement on Form S-l associated with the Company’s IPO, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 

6.4    Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by
written agreement executed by all parties hereto. 
 6.5    Waivers and Consents. The terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent. 

  
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 6.6    Assignment. The rights and obligations under this
Agreement may not be assigned by either party hereto without the prior written consent of the other party. 

6.7    Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be
binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto,
and no person or entity shall be regarded as a third-party beneficiary of this Agreement. 
 6.8    Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof. 
 6.9    Severability. In the event that any court of
competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it
reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless
remain in full force and effect. 
 6.10    No Waiver of Rights, Powers and Remedies. No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right,
power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand. 
 6.11    Survival of Representations and Warranties. All
representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or
on behalf of the parties. 
 6.12    No Broker or Finder. Each of the parties hereto represents and warrants to
the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees
to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of
legal expenses incurred in defending against any such claim. 

  
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 6.13    Headings and Captions. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 

6.14    Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such signature page were an original thereof. 
 6.15    Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including’’ will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate
the fact that such party hereto is in breach of the first representation, warranty, or covenant. 
 6.16    Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
hereto. 
 7.    Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination
that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer
presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company. 
 [Signature
Page Follows] 

  
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 If the foregoing accurately sets forth our understanding and agreement, please sign the
enclosed copy of this Agreement and return it to us. 
  

					
	Very truly yours,
	
	Oaktree Acquisition Corp. III
		
	By:	 	 /s/ Zaid Pardesi

		 	Name:	 	Zaid Pardesi
		 	Title:	 	President and Chief Financial Officer


  

					
	Accepted and agreed as of the date first written above.
	
	Oaktree Acquisition Holdings III, L.P.
	
	By: Oaktree Acquisition Holdings III GP Ltd., its general partner
	
	By: Oaktree Capital Management, L.P., its Director
		
	By:	 	 /s/ Brian Price

		 	Name:  Brian Price
		 	Title:    Senior Vice President
		
	By:	 	 /s/ Peter Boos

		 	Name:  Peter Boos
		 	Title:    Assistant Vice President


  
 [Signature Page to
Securities Subscription Agreement]