REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Sagaliam Acquisition Corp., a Delaware corporation (the “Company”) and Sagaliam Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SAGALIAM ACQUISITION CORP. 11835 West Olympic Blvd Suite 1150E Los Angeles, CA 90064Sagaliam Acquisition Corp • May 26th, 2021 • New York
This agreement (the “Agreement”) is entered into as of the date first set forth above by and between Sagaliam Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Sagaliam Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if and to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Sagaliam Acquisition Corp. Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 26th, 2021 • Sagaliam Acquisition Corp
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of Common Stock upon consummation of the initial business combination, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration s
RIGHTS AGREEMENTRights Agreement • May 26th, 2021 • Sagaliam Acquisition Corp
This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Sagaliam Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
Sagaliam Acquisition Corp.Sagaliam Acquisition Corp • May 26th, 2021 • New York
This letter agreement by and between Sagaliam Acquisition Corp. (the “Company”) and Sagaliam Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of effectiveness (the “Effective Date”) of Registration Statement on Form S-1 relating to the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
