REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • Sagaliam Sponsor LLC • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 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”).
SAGALIAM ACQUISITION CORP. 11835 West Olympic Blvd Suite 1150E Los Angeles, CA 90064Sagaliam Sponsor LLC • December 30th, 2021 • Blank checks • 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:
December 20, 2021 Sagaliam Acquisition Corp. Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 30th, 2021 • Sagaliam Sponsor LLC • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting AgreementI”) entered into by and among Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, a division of Benchmark Investments, 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-eighth (1/8) of one share of Common Stock upon consummation of the initial business combination, subject to adjustment. The Units will be sold in the Public
INVESTMENT AGREEMENTInvestment Agreement • December 30th, 2021 • Sagaliam Sponsor LLC • Blank checks • New York
This Investment Agreement (this “Agreement”), dated as of December __, 2021, is by and, except as otherwise indicated, among (i) Sagaliam Acquisition Corp. (the “SPAC”), (ii) Sagaliam Sponsor LLC, a Delaware limited liability company, (the “Sponsor”), and (iii) [●] (the “Investor”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 30th, 2021 • Sagaliam Sponsor LLC • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Sagaliam Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 30th, 2021 • Sagaliam Sponsor LLC • Blank checks
AGREEMENT dated as of December 29, 2021 by and between Sagaliam Sponsor, LLC, a Delaware limited liability company and Alan H. Ginsburg (together, the “Parties”).
