BUSINESS COMBINATION AGREEMENT by and among PHYGITAL IMMERSIVE LIMITED, JAGUAR GLOBAL GROWTH KOREA CO., LTD., GLAAM CO., LTD, and JAGUAR GLOBAL GROWTH CORPORATION I, dated as of March 2, 2023Business Combination Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of March 2, 2023 (this “Agreement”), by and among Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (“chusik hoesa”) organized under the laws of Korea (“Exchange Sub”), GLAAM Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”, and together with New PubCo, the “Company Parties”), and Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”, and together with Exchange Sub, the “SPAC Parties”). Each Company Party and SPAC Party will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among the persons or entities identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Shareholders, New PubCo, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), GLAAM Co., Ltd., a corporation organized under the laws of Korea (the “Company”), Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (“Sponsor”), and the undersigned individuals (together with Sponsor, the “Sponsor Parties”). New PubCo, SPAC, the Company and the Sponsor Parties shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
LETTER AGREEMENTLetter Agreement • March 3rd, 2023 • Jaguar Global Growth Corp I • Blank checks
This LETTER AGREEMENT (this “Agreement”), dated as of March 2, 2023, is made by and among Ho Joon Lee and Houngki Kim (the “Company Founders”), Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of Korea (“Exchange Sub”), Jaguar Global Growth Corporation I, a Cayman Islands exempted company limited by shares (“SPAC”), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of Korea (the “Company”). The Company Founders, New PubCo, Exchange Sub, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
