REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • 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”).
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. UNDERWRITING AGREEMENTUnderwriting Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • Blank checks • New York
Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
SAGALIAM ACQUISITION CORP. 11835 West Olympic Blvd Suite 1150E Los Angeles, CA 90064Securities Subscription Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • 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 AGREEMENTIndemnification Agreement • October 1st, 2021 • Sagaliam Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
December 20, 2021 Sagaliam Acquisition Corp. Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • 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 MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021, by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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 • December 27th, 2021 • Sagaliam Acquisition Corp • 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”).
INVESTMENT AGREEMENTInvestment Agreement • October 1st, 2021 • Sagaliam Acquisition Corp • Blank checks • New York
This Investment Agreement (this “Agreement”), dated as of __, 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 1st, 2021 • Sagaliam Acquisition Corp • Blank checks • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of April 1, 2021 (the “Effective Date”), and entered into by and between Sagaliam Sponsor LLC (the “Sponsor”), a limited liability company organized in the State of Delaware, and Jiayin Liu, (the “Executive”), each a “Party”, or, collectively, the “Parties”.
Sagaliam Acquisition Corp.Administrative Support Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • Blank checks • 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 May 1, 2021 (the “Effective Date”) 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 on Form S-1 relating to the Company’s initial public offering filed with the U.S. securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agreement • October 1st, 2021 • Sagaliam Acquisition Corp • Blank checks • New York
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”).
Sponsor SUPPORT AgreementSponsor Support Agreement • November 16th, 2022 • Sagaliam Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of November 16, 2022, by and between Supraeon Investments Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus (the “Company”), Sagaliam Acquisition Corp., a Delaware corporation (“Sagaliam”) and Sagaliam Sponsor LLC, a Delaware limited liability company (“Sponsor”). The Company, Sagaliam and Sponsor are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the BCA (as defined below).
Sagaliam Acquisition Corp.Administrative Support Agreement • May 26th, 2021 • Sagaliam Acquisition Corp • 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”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2022 • Sagaliam Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2022, is made and entered into by and among Allenby Montefiore Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus (“PubCo”), Supraeon Investments Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus (the “Company”), Sagaliam Acquisition Corp., a Delaware corporation (“Sagaliam”), Sagaliam Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and GLD Partners, LP, a Delaware limited partnership (“Seller”, together with
SELLER SUPPORT AgreementSeller Support Agreement • November 16th, 2022 • Sagaliam Acquisition Corp • Blank checks • Delaware
This SELLER SUPPORT AGREEMENT (this “Agreement”) is made as of November 16, 2022, by and among Supraeon Investments Limited, a private limited liability company organized and existing under the Laws of the Republic of Cyprus (the “Company”), Sagaliam Acquisition Corp., a Delaware corporation (“Sagaliam”), and GLD Partners, LP, a Delaware limited partnership (“Seller”). The Company, Sagaliam, and Seller are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Capitalized terms used and not defined herein have the respective meanings ascribed to them in the BCA (as defined below).
RIGHTS AGREEMENTRights Agreement • December 27th, 2021 • Sagaliam Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 20, 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”).
AMENDMENT TO UNDERWRITING AGREEMENT, DATED AS OF DECEMBER 20, 2021Underwriting Agreement • December 23rd, 2022 • Sagaliam Acquisition Corp • Blank checks • New York
This Second Amendment to the Underwriting Agreement (this “Amendment”), dated as of December 22, 2022, is entered into by and between Sagaliam Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, Division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A thereto (the “Underwriter,” together with the Company, the “Parties” and individually, a “Party”).
