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”).
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:
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”).
December 20, 2021 Sagaliam Acquisition Corp. Los Angeles, CA 90067 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
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”).
Sagaliam Acquisition Corp.Sagaliam Acquisition Corp • December 27th, 2021 • 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 • 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”).
