Exhibit 10.4

   

  FORM OF

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Software Acquisition Group Inc. III, a
    Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

   

  WHEREAS, the Company’s registration statement on Form S-1, File No. 333-253230 (the “Registration Statement”) and prospectus (the “Prospectus”)




    for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one
    redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Public Offering”), has been declared effective as of the date hereof
    by the U.S. Securities and Exchange Commission; and

   

  WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC as underwriter (the “Underwriter”)




    named therein; and

   

  WHEREAS, as described in the Prospectus, $203,000,000 of the gross proceeds of the Public Offering and sale of the Private Placement Warrants (as defined in the
    Underwriting Agreement) (or $233,450,000 if the Underwriter’s option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
    (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Public Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
    earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company
    will be referred to together as the “Beneficiaries”); and

   

  WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s option to purchase additional units
    is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);




    and

   

  WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  
     

    
      
 

  

  
   

  1.             Agreements and Covenants of Trustee. The Trustee hereby agrees
    and covenants to:

   

  (a)                Hold the Property in trust for
    the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at Goldman Sachs & Co. LLC (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
    or more) in the United States, maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

   

  (b)               Manage, supervise and administer
    the Trust Account subject to the terms and conditions set forth herein;

   

  (c)                In a timely manner, upon the
    written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money
    market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
    as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the
    Trustee may earn bank credits or other consideration;

   

  (d)               Collect and receive, when due,
    all principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

   

  (e)                Promptly notify the Company and
    the Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company;

   

  (f)                Supply any necessary information
    or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account;

   

  (g)               Participate in any plan or
    proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

   

  (h)               Render to the Company monthly
    written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

   

  (i)                 Commence liquidation of the
    Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or
    Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
    Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes

   

  
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  (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the
    later of (1) 18 months after the closing of the Public Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not
    been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
    interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of
    such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;

   

  (j)                 Upon written request from the
    Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount
    of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company
    by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
    however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such
    distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive
    evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

   

  (k)               Upon written request from the
    Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on
    behalf of Public Stockholders redeeming Common Stock the amount required to pay redeemed Common Stock from Public Stockholders pursuant to the Company’s amended and restated certificate of incorporation; and

   

  (l)                 Not make any withdrawals or
    distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

   

  2.             Agreements and Covenants of the Company. The Company hereby
    agrees and covenants to:

   

  (a)                Give all instructions to the
    Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k)
    hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any

   

  
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  one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

   

  (b)               Subject to Section 4
    hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
    connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
    Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of
    any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
    Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
    withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

   

  (c)                Pay the Trustee the fees set
    forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the
    Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual
    administration fee at the consummation of the Public Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be
    responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;

   

  (d)               In connection with any vote of
    the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
    provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;

   

  (e)                Provide the Underwriter with a
    copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

   

  (f)                Unless otherwise agreed between
    the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is

   

  
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  paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;

   

  (g)               Instruct the Trustee to make only
    those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;

   

  (h)               If the Company seeks to amend any
    provisions of its amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have their shares redeemed in connection with the Company’s
    initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders
    of the Common Stock (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds
    to Public Stockholders who exercise their redemption option in connection with such Amendment; and

   

  (i)                 Within five (5) business days
    after the Underwriter exercises its option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

   

  3.              Limitations of Liability. The Trustee shall have no
    responsibility or liability to:

   

  (a)                Imply obligations, perform
    duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

   

  (b)               Take any action with respect to
    the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

   

  (c)                Institute any proceeding for the
    collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
    herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

   

  (d)               Change the investment of any
    Property, other than in compliance with Section 1 hereof;

   

  (e)                Refund any depreciation in
    principal of any Property;

   

  (f)                Assume that the authority of any
    person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

   

  
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  (g)               The other parties hereto or to
    anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
    conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
    or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to
    be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a
    written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

   

  (h)               Verify the accuracy of the
    information contained in the Registration Statement;

   

  (i)                 Provide any assurance that any
    Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

   

  (j)                 File information returns with
    respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

   

  (k)               Prepare, execute and file tax
    reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
    income tax obligations, except pursuant to Section 1(j) hereof; or

   

  (l)                 Verify calculations, qualify or
    otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

   

  4.             Trust Account Waiver. The Trustee has no right of set-off or any
    right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the
    Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
    Account and not against the Property or any monies in the Trust Account.

   

  5.             Termination. This Agreement shall terminate as follows:

   

  (a)                If the Trustee gives written
    notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time

   

  
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  that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall
    transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
    that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of
    New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

   

  (b)               At such time that the Trustee has
    completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
    except with respect to Section 2(b).

   

  6.             Miscellaneous.

   

  (a)                The Company and the Trustee each
    acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
    procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing
    funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for
    any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

   

  (b)               This Agreement shall be governed
    by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be
    executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

   

  (c)                This Agreement contains the
    entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
    vote of sixty-five percent (65%) of the then outstanding Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Stockholder
    who has properly elected to redeem his or her Common Stock in connection with a stockholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide for the redemption of the Common Stock in connection with
    an initial Business Combination or an Amendment or to redeem 100% of its Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation),

   

  
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  this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

   

  (d)               The parties hereto consent to the
    jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY
    WAIVES THE RIGHT TO TRIAL BY JURY.

   

  (e)                Any notice, consent or request
    to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
    mail:

   

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn:           Francis E. Wolf, Jr. & Celeste Gonzalez

    Email:          fwolf@continentalstock.com

                      cgonzalez@continentalstock.com

   

  if to the Company, to:

   

  Software Acquisition Group Inc. III

    1980 Festival Plaza Drive, Suite 300

  

  Las Vegas, NV

    Attn:           Jonathan Huberman

    Email:          jon@softwareaqn.com

   

  in each case, with copies to:

   

  Kirkland & Ellis LLP

    601 Lexington Avenue

    New York, New York 10022

    Attn:           Christian O. Nagler

                        Brooks W. Antweil

    E-mail:         christian.nagler@kirkland.com

                        brooks.antweil@kirkland.com

   

  and

   

  Jefferies LLC

  

  520 Madison Avenue

  

  New York, NY 10022

   

   

  
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  and

   

  Paul Hastings LLP

  

  200 Park Avenue

  

  New York, NY 10166

  

  Attn: Frank Lopez

  

  Email: franklopez@paulhastings.com

   

  (f)                Each of the Company and the
    Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any
    claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

   

  (g)               This Agreement is the joint
    product of the Trustee 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.

   

  (h)               This Agreement may be executed in
    any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
    shall constitute valid and sufficient delivery thereof.

   

  (i)                 Each of the Company and the
    Trustee hereby acknowledges and agrees that the Underwriter is third-party beneficiary of this Agreement.

   

  (j)                 Except as specified herein, no
    party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

   

  [Signature Page Follows]

   

  
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  IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

   

  	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

          as Trustee
	 	 	 
		By:	     
		Name:	Francis Wolf
		Title:	Vice President


   

  	 	SOFTWARE ACQUISITION GROUP INC. III
	 	 	 
		By:	   
		Name:	Jonathan S. Huberman
		Title:	Chief Executive and Chief Financial Officer


   

  
     

    
      
 

  

   

  SCHEDULE A

   

  	Fee Item	 	Time and method of payment	 	 	 	Amount
	Initial acceptance fee 	 	Initial closing of IPO by wire transfer	 	 	$	3,500.00
	 	 	 	 	 	 	 
	Annual fee 	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	 	$	10,000.00
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i),(j), and (k) 	 	Billed by Trustee to Company under Section 1	 	 	$	250.00
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k) 	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates


   

  
     

    
      
 

  

   

  EXHIBIT A

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company

  

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf & Celeste Gonzalez

   

  Re:           Trust Account - Termination Letter

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement between Software Acquisition Group Inc. III (the “Company”) and Continental
    Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with                      (the “Target
        Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
    (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the
    proceeds into the trust operating account at Goldman Sachs & Co. LLC to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Underwriter
    (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at Goldman Sachs & Co. LLC awaiting distribution,
    neither the Company nor the Underwriter will earn any interest or dividends.

   

  On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
    consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief
    Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and the
    Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
    held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
    Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the

   

  
     

    
      
 

  

  
   

  Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
    related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

   

  In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
    original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
    day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.

   

  

  	 	Very truly yours,
	 	 	 
	 	Software Acquisition Group Inc. III
	 	 	 
		By:	     
		Name:	
		Title:	


    

   cc:    Jefferies LLC

  
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  EXHIBIT B

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company

  

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf & Celeste Gonzalez

   

  		Re:	Trust Account - Termination Letter


   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement between Software Acquisition Group Inc. III (the “Company”) and Continental
    Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business



        Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Public Offering. Capitalized terms used but not defined herein shall
    have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
    into the trust operating account at Goldman Sachs & Co. LLC to await distribution to the Public Stockholders. The Company has selected                      as the effective date for the purpose of determining when the Public Stockholders
    will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of
    record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the
    Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
    provided in Section 1(j) of the Trust Agreement.

   

  

  	 	Very truly yours,
	 	 	 
	 	Software Acquisition Group Inc. III
	 	 	 
		By:	     
		Name:	
		Title:	


   

  

  

  
     

    
      
 

  

  
   

  cc:    Jefferies LLC

   

  
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  EXHIBIT C

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company

  

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf & Celeste Gonzalez

   

  		Re:	Trust Account - Tax Payment Withdrawal Instruction


   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(j) of the Investment Management Trust Agreement between Software Acquisition Group Inc. III (the “Company”) and Continental
    Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $                     of the interest income earned on the
    Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust
    Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION]

   

  

  	 	Very truly yours,
	 	 	 
	 	Software Acquisition Group Inc. III
	 	 	 
		By:	     
		Name:	
		Title:	


  

   

  cc:    Jefferies LLC

   

  
     

    
      
 

  

   

  EXHIBIT D

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company

  

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf & Celeste Gonzalez

   

  		Re:	Trust Account - Stockholder Redemption Withdrawal Instruction


   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(k) of the Investment Management Trust Agreement between Software Acquisition Group Inc. III (the “Company”) and Continental
    Stock Transfer & Trust Company (the “Trustee”), dated as of  [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s stockholders $                     of the principal and
    interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust
    Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $___________ of the proceeds of the Trust Account to the trust operating account at Goldman Sachs & Co. LLC for distribution to the
    stockholders that have requested redemption of their shares in connection with such Amendment.

   

  

  	 	Very truly yours,
	 	 	 
	 	Software Acquisition Group Inc. III
	 	 	 
		By:	     
		Name:	
		Title:	


   

  cc:    Jefferies LLC