As of _______, 2021
Pivotal Investment Corporation III (Corporation), a blank check company formed for the purpose of acquiring one or more businesses or entities (a Business Combination), intends to register its securities under the Securities Act of 1933, as amended (Securities Act), in connection with its initial public offering (IPO).
The undersigned hereby commits to purchase an aggregate of 5,750,000 warrants of the Corporation (Initial Warrants), each Initial Warrant to purchase one share of Class A common stock, par value $0.0001 per share, of the Corporation at $1.00 per Initial Warrant, for an aggregate purchase price of $5,750,000 (the Initial Purchase Price). Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, the undersigned further commits to purchase up to an additional 300,000 warrants (Additional Warrants and together with the Initial Warrants, the Private Warrants) at $1.00 per Additional Warrant for an aggregate purchase price of up to $600,000 (the Over-Allotment Purchase Price and together with the Initial Purchase Price, the Purchase Price). At least 24 hours prior to the effective date (Effective Date) of the Corporations registration statement filed in connection with the IPO (Registration Statement), the undersigned will cause the Purchase Price to be delivered to Graubard Miller, counsel for the Corporation (Counsel), by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Corporation consummates the IPO.
The consummation of the purchase and issuance of the Initial Warrants and Additional Warrants (if any) shall occur simultaneously with the consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, Counsel shall deposit the Initial Purchase Price, without interest or deduction, into the trust fund (Trust Fund) established by the Corporation for the benefit of the Corporations public shareholders as described in the Registration Statement. Simultaneously with the consummation of all or any part of the over-allotment option, Counsel shall deposit the pro-rata portion of the Over-Allotment Purchase Price, based upon the amount of the over-allotment option that has been exercised, without interest or deduction, into the Trust Fund. Upon expiration of the over-allotment option, Counsel shall return any unused portion of the Over-Allotment Purchase Price to the undersigned. If the Corporation does not complete the IPO within fourteen (14) days from the Effective Date, the Purchase Price (without interest or deduction) will be returned to the undersigned.