Exhibit
4.4


 


RIGHTS
AGREEMENT


 


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”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of units, each unit (“Unit”) comprised of one
share of Class A common stock with par value $0.0001 per share of the Company (“Common Stock”) and one right to receive one-eighth
of one share of Common Stock (each a “Right” and collectively, the “Rights”), subject to adjustment, upon
the happening of the triggering event described herein;


 


WHEREAS,
in connection with the Public Offering, the Company will issue and deliver up to 10,000,000 Rights (or up to 11,500,000 Rights if the
underwriters’ over-allotment option is exercised in full) to the public investors;


 


WHEREAS,
the Company’s sponsor (as defined in the Registration Statement) has agreed to purchase up to 370,000 Units (or
up to 400,000 Units if the underwriters’ over-allotment option is exercised in full), and in connection therewith, the Company
will issue and deliver up to an aggregate of 370,000 Rights (or up to 400,000 Rights if the underwriters’ over-allotment
option is exercised in full) as part of such Units upon consummation of such private placement;


 


WHEREAS,
the Company may issue up to 150,000 Units upon conversion of certain working capital loans made by the Company to the sponsor (as defined
in the Registration Statement) or an affiliate of the sponsor or certain of the Company’s officers and directors, and in connection
therewith, the Company will issue and deliver up to an aggregate of 150,000 Rights as part of such Units upon consummation of such conversion;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-256473 (“Registration Statement”), and related Prospectus (“Prospectus”) for the registration,
under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Common Stock issuable
to the holders of the Rights underlying the Units to be sold in the Public Offering;


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform
the same in accordance with the terms and conditions set forth in this Agreement.




 


	2.	Rights.




 


	 	2.1	Form of Right. Each Right shall be issued in book-entry
or certificated form. Any Rights issued in certificated form shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive
Officer, or Chief Financial Officer of the Company . In the event the person whose facsimile signature has been placed upon any Right
shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.




 


	 	2.2	Effect of Countersignature. Unless and until countersigned
by the Rights Agent pursuant to this Agreement, a certificated Right shall be invalid and of no effect and may not be exchanged for Common
Stock.




 




    	 



     


    

 


	 	2.3	Registration.




 


	 	2.3.1.	Right Register. The Rights Agent shall maintain books
(“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial
issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Rights Agent by the Company.




 


	 	2.3.2.	Registered Holder. Prior to due presentment for registration
of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right shall be registered
upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding
any notation of ownership or other writing on a Right Certificate made by anyone other than the Company or the Rights Agent), for the
purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice
to the contrary.




 


	 	2.4	Detachability of
  Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the earlier to
  occur of: (i) the 52nd day following the date of the Prospectus or (ii) the announcement by EF Hutton,  division of
  Benchmark Investments, LLC (the “Representative”) of its intention to allow separate earlier trading, except that in
  no event will the securities comprising the Units be separately tradeable until the Company files a Current Report on Form 8-K with
  the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
  including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is
  exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K with the SEC announcing
  when such separate trading shall begin.




 


	3.	Terms and Exchange of Rights




 


	 	3.1	Rights. Each Right
  shall entitle the holder thereof to receive one-eighth of one share of Common Stock upon the happening of an Exchange Event
  (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Common Stock upon
  an Exchange Event as the purchase price for such Common Stock has been included in the purchase price for the Units. In no event will
  the Company be required to net cash settle the Rights or issue fractional shares of Common Stock.




 


	 	3.2	Exchange Event. An “Exchange Event” shall
occur upon the Company’s consummation of an initial Business Combination (as described in the Company’s Amended and Restated
Certificate of Incorporation).




 


	 	3.3	Exchange of Rights.




 


	 	3.3.1.	Issuance of Certificates. As soon as practicable upon
the occurrence of an Exchange Event, (i) the Rights Agent shall automatically exchange all Rights held in book-entry form and issue to
the registered holder of such Rights the number of whole shares of Common stock to which he, she or it is entitled in such holder’s
name in book-entry form, and (ii) the Company shall direct holders of Rights held in certificated form to return their Rights Certificates
to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the
number of whole shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him,
her or it and issue to such registered holder(s) a certificate or book-entry position for such shares. Notwithstanding the foregoing,
or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights.
The Company shall not issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the
Right Agent to round down to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed in
accordance with Delaware law, including the issuance of time-limited script for any such fractional shares in accordance with Section
155 of the Delaware General Corporation Law; provided, however, that holders of Rights shall have not less than 1 year from the date
of the Exchange Event in order to exchange their Rights (or any script or warrant issued in lieu of fractional shares).




 


	 	3.3.2.	Valid Issuance. All shares of Common Stock issued upon
an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable.




 


	 	3.3.3.	Date of Issuance. Each person in whose name any such
certificate or book-entry position for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate or entry of position.




 




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	 	3.3.4.	Company Not Surviving
  Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity,
  the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the Common
  Stock will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. If the
  Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required to
  affirmatively convert his/her or its rights in order to receive the 1/8 share underlying each right (without paying any additional
  consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required to indicate his, her
  or its election to convert the Rights into underlying shares as well as to return the original certificates evidencing the Rights to
  the Company.




 


	 	3.4	Duration of Rights. The Rights shall expire and shall
be worthless on the 1 year anniversary of the Exchange Event. If an Exchange Event does not occur within the time period set forth in
the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, the Rights shall
expire and shall be worthless.




 


	4.	Transfer and Exchange of Rights.




 


	 	4.1	Registration of Transfer. The Rights Agent shall register
the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new
Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The
Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.




 


	 	4.2	Procedure for Surrender of Rights. Rights may be surrendered
to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent shall issue in exchange
therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing an equal aggregate number
of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend and the new Rights to
be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor
until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating no restrictive
legend is required.




 


	 	4.3	Fractional Rights. The Rights Agent shall not be required
to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right.




 


	 	4.4	Service Charges. No service charge shall be made for
any exchange or registration of transfer of Rights.




 


	 	4.5	Right Execution and Countersignature. The Rights Agent
is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights to be issued in certificated
form required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will
supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.




 


	 	4.6	Adjustments to Conversion Ratios. The number of shares
of common stock that the holders of Rights are entitled to receive as a result of the occurrence of the Exchange Event shall be equitably
adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with respect to the shares of common stock occurring on or after
the date hereof and prior to the Exchange Event.




 


	5.	Other Provisions Relating to Rights of Holders of Rights.




 


	 	5.1	No Rights as Shareholder. Until exchange of a Right
as provided for herein, a Right does not entitle the registered holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.




 


	 	5.2	Lost, Stolen, Mutilated, or Destroyed Rights. If any
Right certificate is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise
as they may in their discretion impose (which shall, in the case of a mutilated Right certificate, include the surrender thereof), issue
a new Right certificate of like denomination, tenor, and date as the Right certificate so lost, stolen, mutilated, or destroyed. Any
such new Right certificate shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Right certificate shall be at any time enforceable by anyone.




 




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	 	5.3	Reservation of Shares. The Company shall at all times
reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exchange
of all outstanding Rights issued pursuant to this Agreement.




 


	6.	Concerning the Rights Agent and Other Matters.




 


	 	6.1	Payment of Taxes. The Company will from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of
shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the
Rights or such shares of Common Stock.




 


	 	6.2	Resignation, Consolidation, or Merger of Rights Agent.




 


	 	6.2.1.	Appointment of Successor Rights Agent. The Rights Agent,
or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder
after giving thirty (30) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company),
then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named
as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all
the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.




 


	 	6.2.2.	Notice of Successor Rights Agent. In the event a successor
Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the
shares of Common Stock not later than the effective date of any such appointment.




 


	 	6.2.3.	Merger or Consolidation of Rights Agent. Any corporation
or other form of entity into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without
any further act.




 


	 	6.3	Fees and Expenses of Rights Agent.




 


	 	6.3.1.	Remuneration. The Company agrees to pay the Rights Agent
reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures
that the Rights Agent may reasonably incur in the execution of its duties hereunder.




 


	 	6.3.2.	Further Assurances. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.




 


	 	6.4	Liability of Rights Agent.




 


	 	6.4.1.	Reliance on Company Statement. Whenever in the performance
of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer
or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.




 




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	 	6.4.2.	Indemnity. The Rights Agent shall be liable hereunder
only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees to indemnify the
Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s gross negligence,
willful misconduct, or bad faith.




 


	 	6.4.3.	Exclusions. The Rights Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any
Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Right or as to whether any shares of Common Stock will when issued
be valid and fully paid and nonassessable.




 


	 	6.5	Acceptance of Agency. The Rights Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.




 


	 	6.6	Waiver. The Rights Agent hereby waives any right of
set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account
(as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights
Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for any reason whatsoever.




 


	7.	Miscellaneous Provisions.




 


	 	7.1	Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors
and assigns.




 


	 	7.2	Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as follows:




 


Sagaliam
Acquisition Corp.


1800
Avenue of the Stars, Suite 1475


Los
Angeles, CA 90067


Attn:
Barry Kostiner, Chairman and Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights
Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Account Administration 


 


with
a copy to:


 


 Mayer
Brown  LLP


 1221
 Avenue of the Americas


New
York, NY 10020 


Attn:
Thomas Kollar, Esq. and Brian Hirshberg, Esq.


 




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and


 


 Loeb & Loeb LLP 


 345
Park  Avenue


New
York, NY 10154 


 


 Attn: Mitchell S. Nussbaum, Esq. and
David J. Levine, Esq. 

   


 and 


 EF Hutton 


 division of Benchmark Investments, LLC 


 590 Madison Avenue, 39th
Floor 


 New York, NY 10022 


Attn.:
Edward Tsuker, Head of Capital Markets 


 


	 	7.3	Applicable Law and
  Exclusive Forum.  The validity, interpretation, and performance of this Agreement
  and of the Rights shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company
  hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
  and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and
  irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The
  Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
  the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
  Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any
  person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented
  to the forum provisions in this Section 7.3. If any action is filed in a court other than a court located within the State of New
  York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any
  right holder, such right holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts
  located within the State of New York or the United States District Court for the Southern District of New York in connection with any
  action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
  made upon such right holder in any such enforcement action by service upon such right holder’s counsel in the foreign action
  as agent for such right holder.




 


	 	7.4	Persons Having Rights under this Agreement. Nothing
in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for the
purposes of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of
this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections
7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this Section 7.4
may not be modified, amended or deleted without the prior written consent of the Representative.




 


	 	7.5	Examination of the Right Agreement. A copy of this Agreement
shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York,
for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for
inspection by it.




 


	 	7.6	Counterparts. This Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.




 


	 	7.7	Effect of Headings. The Section headings herein are
for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.




 


	 	7.8	Amendments. This Agreement may be amended by the parties
hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the
registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of a majority
of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written
consent of the Representative.




 


	 	7.9	Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.




 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	 	SAGALIAM
    ACQUISITION CORP.:
	 	 	 
	 	 	By:	 
	 	 	Name:
    	Barry
    Kostiner
	 	 	Title:	Chairman
and Chief Executive Officer



 


	 	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY:
	 	 	 	 
	 	 	By:	 
	 	 	Name:
    	 
	 	 	Title:	Vice
    President


 


[Signature
Page to Right Agreement]


 




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