EX-10.9





 Exhibit 10.9 

FORWARD PURCHASE AGREEMENT 

This Forward Purchase Agreement (this “Agreement”) is entered into as of June 16, 2021, by and between Ascendant Digital
Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and NEXON Co. Ltd., a Japanese corporation (the “Purchaser”). 

Recitals 
 WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”); 

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 25,000,000 units (or 28,750,000 units if the underwriters’ over-allotment option (the “IPO
Option”) is exercised in full) (the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the
“Class A Shares,” and the Class A Shares included in the Public Units, the “Public Shares”), and one-third of one redeemable warrant, where each whole
redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public Warrants”); 

WHEREAS, the Company’s sponsor, Ascendant Sponsor LP III, has agreed to purchase an aggregate of 5,000,000 Warrants (or 5,375,000
Warrants if the IPO Option is exercised in full) at a price of $1.00 per warrant in a private placement that will close simultaneously with the closing of the IPO (the “Private Placement Warrants”); 

WHEREAS, following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination; 
 WHEREAS, the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the
Company’s initial Business Combination (the “Business Combination Closing”), the Company may issue and sell to the Purchaser, and the Purchaser may purchase from the Company, on a private placement basis, the number of units
(the “Forward Purchase Units”) determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A Share (each, a “Forward Purchase Share”) and one-third of one warrant (each, a “Forward Purchase Warrant”), on the terms and conditions set forth herein (the Forward Purchase Shares, the Forward Purchase Warrants underlying the Forward Purchase Units
and the Class A Shares underlying the Forward Purchase Warrants, the “Forward Purchase Securities”); 
 WHEREAS, proceeds
from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust
Account”), as described in the Registration Statement. 
 NOW, THEREFORE, in consideration of the premises, representations,
warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 












 Agreement 

1.    Sale and Purchase. 

(a)    Forward Purchase Units. 

(i)    Subject to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to a maximum of 9,000,000 Forward Purchase Units (the “Maximum Units”) for a purchase price of $10.00 USD per Forward Purchase Unit (the “Forward Purchase Price”), or up to a maximum of
$90,000,000 USD in the aggregate. Each Forward Purchase Warrant will have the same terms as each Public Warrant, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock
Transfer & Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis. 
 (ii)    The number
of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows: 

(A)    As soon as reasonably practicable, but in no event less than twenty (20) Business Days after
the Company has identified a target for the Business Combination and that target has indicated a willingness to enter into definitive negotiations for the Business Combination, the Company shall provide the Purchaser with notice (the
“Initial Company Notice”) of the number of Forward Purchase Units that it desires to offer the Purchaser pursuant to this Agreement; provided, however, that such number shall in no event exceed the Maximum Units. Along
with delivery of the Initial Company Notice, the Company shall provide the Purchaser with all pertinent information related to the Business Combination, including: (1) the identity of the counterparty or parties to the Business
Combination (the “Target”); (2) audited financial documents (at a minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Target for each fiscal for each of the previous five
(5) fiscal years (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not reasonably obtainable, then unaudited financial documents); (3) audited financial documents (at a
minimum, income statements, balance sheets, statements of cash flow, and general ledgers) of the Company since its inception (if such audited financial documents are reasonably obtainable by the Company; if audited financial documents are not
reasonably obtainable, then unaudited financial documents); (4) the complete terms of the Business Combination (including identification of other Forward Purchase Agreements and the amounts thereof, any debt being utilized by the Company in
furtherance of the Business Combination, and capitalization tables for the Company immediately prior to and following the Business Combination); (5) the proposed timeline for the Business Combination; and (6) such other information as
the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may request. The Company shall keep the Purchaser informed of the progress of the negotiations with the target of the Business Combination, and shall regularly
update the information provided to the Purchaser as may be necessary to keep the Purchaser fully informed of the status of the target and the Business Combination. 

(B)    The Company shall inform the Purchaser of the entry into definitive agreements with the Target for
the Business Combination. Prior to the later of twenty (20) Business Days after this notification to the Purchaser or twenty (20) business days before the Business Combination Closing, the Purchaser shall provide the Company with notice of
the decision of its investment committee as to the approval or non-approval of the purchase of Forward Purchase Units, and, in the case of approval, the amount of Forward Purchase Units that the Purchaser
intends to purchase. If approved, this notice shall constitute the binding obligation of the Purchaser to purchase the Forward Purchase Units indicated in its notice to the Company, subject to the terms and conditions of this Agreement. The
determination of the Purchaser’s investment committee as to whether, and how much, of the Forward Purchase Units offered to the Purchaser are to be purchased by the Purchaser shall be made in the committee’s sole and absolute discretion.


  
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 (iii)    At least ten (10) Business Days before the Business
Combination Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company Notice”) including: 

(A)    its determination of the number of Forward Purchase Units that it desires the Purchaser to purchase
pursuant to this Agreement, which shall not exceed the number of Forward Purchase Units indicated on the Purchaser’s notice of the decision of its investment committee; 

(B)    the anticipated date of the Business Combination Closing; and 

(C)    instructions for wiring the Forward Purchase Price. 

(iv)    The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the
same date and concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the
Company the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held in escrow until the Forward Closing. Immediately
prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the
Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the
Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within five (5) Business Days of the date
scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of this Agreement,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

 (b)    Legends. Each register and book entry for the Forward Purchase Securities shall contain a notation, and
each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form: 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE
AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” 

2.    Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as
of the date hereof: 
 (a)    Organization and Power. The Purchaser is duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. 

(b)    Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when
executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as


  
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limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined
below) may be limited by applicable federal or state securities laws. 
 (c)    Governmental Consents and
Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the
consummation of the transactions contemplated by this Agreement, except for filings as may be required by Korean and/or Japanese law, regulation or policy (including filings that may be required for outward foreign investment). 

(d)    Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this
Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order,
writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a
party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its
ability to consummate the transactions contemplated by this Agreement. 
 (e)    Purchase Entirely for Own
Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal
securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does
not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Securities. For purposes of this
Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.
Person does not include any affiliated entity of Purchaser. 
 (f)    Disclosure of Information. The Purchaser
has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the Company’s
management. 
 (g)    Restricted Securities. The Purchaser understands that the offer and sale of the Forward
Purchase Units to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act
which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted
securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into
which the Forward Purchase Securities may be converted or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it


  
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may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the
Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO. The Purchaser
understands that the offering of the Forward Purchase Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to the
Forward Purchase Securities. 
 (h)    No Public Market. The Purchaser understands that no public market now
exists for the Forward Purchase Securities, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities. 

(i)    High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase
Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment. 

(j)    Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. 
 (k)    No General Solicitation. Neither the Purchaser, nor any of its
officers, directors, employees, agents, shareholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the
offer and sale of the Forward Purchase Units. 
 (l)    Residence. The Purchaser’s principal place of
business is the office or offices located at the address of the Purchaser set forth on the signature page hereof. 

(m)    Non-Public Information. The Purchaser acknowledges its obligations
under applicable securities laws with respect to the treatment of non-public information relating to the Company. 

(n)    Adequacy of Financing. At the time of the Forward Closing, the Purchaser will have available to it
sufficient funds to satisfy its obligations under this Agreement. 
 (o)    No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor
any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the
Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in
any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any
of the Company’s affiliates (collectively, the “Company Parties”).  

3.    Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:

 (a)    Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good
standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries. 

  
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 (b)    Capitalization. On the date hereof, the authorized share
capital of the Company consists of: 
 (i)    500,000,000 Class A Shares, none of which are issued and outstanding.

 (ii)    50,000,000 Class B ordinary shares, par value $0.0001 per share, of the Company (the
“Class B Shares”), 7,187,500 of which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable
federal and state securities laws. 
 (iii)    5,000,000 preference shares, none of which are issued and outstanding.

 (c)    Authorization. All corporate action required to be taken by the Company’s Board of Directors and
shareholders in order to authorize the Company to enter into this Agreement and to issue the Forward Purchase Securities at the Forward Closing has been taken or will be taken prior to the Forward Closing. All action on the part of the shareholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the
Forward Purchase has been taken or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in
accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights may be limited by applicable federal or state securities laws. 
 (d)    Valid Issuance of Securities. The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance
with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue
thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities
laws.  
 (e)    Governmental Consents and Filings. Assuming the accuracy of the representations and
warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part
of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, if any, and pursuant to the Registration
Rights. 
 (f)    Compliance with Other Instruments. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s memorandum and articles of association, as it may be amended from time to time (the
“Charter”), or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or
mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state
statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement. 

  
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 (g)    Operations. As of the date hereof, the Company has not
conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities. 

(h)    No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or
shareholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Units.

 (i)    No Other Representations and Warranties; Non-Reliance. Except
for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or
implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and
warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or
warranties that may have been made by the Purchaser Parties. 
 4.    Registration Rights; Transfer 

(a)    Registration Rights. The Purchaser shall be granted registration rights by the Company with respect to the
Forward Purchase Securities pursuant to a registration rights agreement to be entered into with the Company, a form of which has been filed with the registration statement relating to the Company’s IPO (the “Registration
Rights”). 
 (b)    Transfer. This Agreement and all of the Purchaser’s rights and obligations
hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a
“Transferee”). Upon any such assignment: 
 (i)    the applicable Transferee shall execute a signature
page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee (the
“Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the
“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the
Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and 

(ii)    upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be
purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and
the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on the Purchaser’s signature
page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need
not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer
of Transferee Securities. 

  
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 5.    Additional Agreements, Acknowledgements and Waivers of the
Purchaser. 
 (a)    Lock-up; Transfer Restrictions. The Purchaser
agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase Shares and Forward Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until 30 days
after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Units (and the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the
exercise of any such warrants) are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members of the Purchaser, or any affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of individual’s immediate
family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified
domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (F) in the event of the
Company’s liquidation prior to the completion of a Business Combination; (G) in the event of the Company’s liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or shareholders of the
Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of
any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee
hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided,
however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean
the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a
put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the
Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of
any intention to effect any transaction specified in clause (x) or (y).  
 (b) Trust Account. 

(i)    The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the
benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the
Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. 

  
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 (ii)    The Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the
Purchaser 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, except for redemption and liquidation rights, if any, the Purchaser may have in
respect of any Public Shares held by it. 
 6.    NYSE Listing. The Company will use commercially reasonable efforts to
effect the listing of the Class A Shares and Public Warrants on the New York Stock Exchange (or another national securities exchange) at the time of the Business Combination Closing. 

7.    Forward Closing Conditions. 

(a)    The obligation of the Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement
shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser: 

(i)    The Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase
Units; 
 (ii)    The Purchaser and any applicable Transferee shall have obtained the approval of its respective
investment committee to consummate the purchase of the Forward Purchase Units hereunder as contemplated by Section 1(a)(ii) hereof; 

(iii)    The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a
Cayman Islands exempted company; 
 (iv)    The representations and warranties of the Company set forth in
Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been
made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement; 

(v)    The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and 

(vi)    No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any
governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Units. 

(b)    The obligation of the Company to sell the Forward Purchase Units at the Forward Closing under this Agreement shall
be subject to the fulfillment, at or prior to the Forward Closing of each of the 

  
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following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company: 

(i)    The Business Combination shall be consummated substantially concurrently with the purchase of Forward Purchase
Units; 
 (ii)    The representations and warranties of the Purchaser set forth in Section 2 of this
Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date
(other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect
on the Purchaser or its ability to consummate the transactions contemplated by this Agreement; 
 (iii)    The Purchaser
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and 

(iv)    No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any
governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Units. 

8.    Termination. This Agreement may be terminated at any time prior to the Forward Closing: 

(a)    by mutual written consent of the Company and the Purchaser; 

(b)    automatically 

(i)    if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or 

(ii)    if the Business Combination is not consummated within 18 months from the closing of the IPO, or such later date as
may be approved by the Company’s shareholders. 
 In the event of any termination of this Agreement pursuant to this Section 8, the Forward
Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no
effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided,
however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements
contained in this Agreement. 
 9.    General Provisions. 

(a)    Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient,
and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1)
Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Ascendant Digital
Acquisition Corp. 

  
 10 













 
III, 667 Madison Avenue, 5th Floor, New York, New York 10065, Attn: David Gomberg, President, email: david@ascendant.digital, with a copy to the Company’s counsel at:
White & Case LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Elliott M. Smith, Esq., email: elliottsmith@whitecase.com. 

All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a). 

(b)    No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this
transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the
Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which
the Company or any of its officers, employees or representatives is responsible. 
 (c)    Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing. 

(d)    Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered
pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 

(e)    Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this
Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

(f)    Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. 

(g)    Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument. 
 (h)    Headings. The section
headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. 

(i)    Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the
parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles. 

(j)    Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the
state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree
not to commence any suit, action or other proceeding arising out of 

  
 11 













 
or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by
way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that
the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. 

(k)    Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any
litigation pursuant to this Agreement and the transactions contemplated hereby. 
 (l)    Amendments. This
Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company and the Purchaser. 

(m)    Severability. The provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a
governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the
provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. 

(n)    Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection
with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The
Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Securities and the securities issuable upon conversion or exercise
of the Forward Purchase Securities. 
 (o)    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. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. 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. 
 (p)    Waiver. No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence. 

  
 12 













 (q)    Specific Performance. The Purchaser agrees that
irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity. 
 [Signature Page Follows] 

  
 13 













 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first
set forth above. 
 PURCHASER: 
 NEXON Co. Ltd.

  

			
	By:	 	 /s/ Owen Mahoney

	Name:	 	Owen Mahoney
	Title:	 	Chief Executive Officer

 Address for Notices: 
 NEXON Co.
Ltd. 
 Attn: General Counsel 

1-4-5 Roppongi, Minato-ku, 

Tokyo 106-0032 
 Japan

 Email: abe.koji@nexon.co.jp 
 With a copy to 

NEXON US Holding Inc. 
 Attn: Andrew Boortz 

615 Hawaii St. 
 El Segundo, CA 90245 

United States of America 
 Email: aboortz@nexon.com 

COMPANY: 
 ASCENDANT DIGITAL ACQUISITION CORP. III

  

			
	By:	 	 /s/ Mark Gerhard

	Name:	 	Mark Gerhard
	Title:	 	Chief Executive Officer


  
 [Signature Page to
Forward Purchase Agreement] 













 TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF
FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SHARESUNITS SET FORTH BELOW 
  

					
	 Number of Forward Purchase Units:
	  			
	 Aggregate Purchase Price for Forward Purchase Units:
	  	$	     	 

 Number of Forward Purchase Units and Aggregate Purchase Price for Forward Purchase Units as of    , 2021,
accepted and agreed to as of this day of    , 2021. 
  

			
	[                    ]	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


 
			
	
	ASCENDANT DIGITAL ACQUISITION CORP. III


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	



  













 SCHEDULE A 

SCHEDULE OF TRANSFERS OF FORWARD PURCHASE UNITS 

The following transfers of a portion of the original number of Forward Purchase Units have been made: 

 

							
	 Date of Transfer
	  	 Transferee
	  	 Number of Forward Purchase
    Units
Transferred
	  	 Purchaser Revised Forward
Purchase Units
Amount

	        	  		  		  	


  













 TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE UNITS:

 Schedule A as of            , 202[●], accepted and agreed to as of this day
of            , 202[●] by: 
  

									
	[                ]	 		 	     ASCENDANT DIGITAL ACQUISITION

    CORP. III



									
	By:	 	  
	 		 	 By:
	  	  

	Name:	 	  
	 		 	 Name:
	  	  

	Title:	 	  
	 		 	 Title:
	  	  



  
 17