Exhibit 4.1

   

  

  SPECIMEN UNIT CERTIFICATE

   

  NUMBER UNITS U-

   

  	SEE REVERSE FOR

          CERTAIN

          DEFINITIONS	Software Acquisition Group Inc. III	 


   

  CUSIP [      ]

   

  UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

   

  THIS CERTIFIES THAT                    is the owner of                    Units.

   

  Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Software Acquisition Group Inc. III, a Delaware corporation (the
    “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant
    will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “Business
    Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the
    “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to [●], 2021, unless Jefferies LLC elects to allow earlier separate trading, subject to the Company’s filing
    with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering and issuing a press release announcing when
    separate trading will begin. No fractional warrants will be issued upon separation of the Units and only whole warrants are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of [●], 2021, between the Company and
    Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
    Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

   

  Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Common Stock and Warrants
    comprising such Units.

   

  This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

   

  This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

   

  Witness the facsimile signatures of its duly authorized officers.

   

  	By	 	 	 
	 	 	 	 
	 	Secretary	 	Chief Financial Officer


   

  
     

    
      
 

  

  
   

  Software Acquisition Group Inc. III

   

  The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
    or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

   

  The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
    applicable laws or regulations:

   

  	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)	 
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 


   

  Additional abbreviations may also be used though not in the above list.

   

  
    2 

    
      
 

  

   

  For value received,                             hereby sells, assigns and transfers unto

   

  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

   

  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

   

  Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                               Attorney to transfer the said Units on the
    books of the within named Company with full power of substitution in the premises.

   

  	Dated	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


   

  Signature(s) Guaranteed:

   

  	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
            PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).	 


   

  In each case, as more fully described in the Company’s final prospectus dated [●], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
    held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates because it does not consummate
    an initial Business Combination within the period of time set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time, (ii) the Company redeems the shares of Common Stock sold in its
    initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) that would 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, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation,
    solely in the event the Company seeks stockholder approval of the proposed initial Business Combination) setting forth the details of a proposed initial Business Combination. In no other circumstances shall the holder(s) have any right or interest of
    any kind in or to the trust account.

   

  

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