Exhibit
10.6


 


PRIVATE
PLACEMENT UNITS PURCHASE AGREEMENT


 


This
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [  ], 2021, by and between
Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), and Sagaliam Sponsor LLC, a Delaware limited liability
company (the “Subscriber”).


 


WHEREAS,
the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 370,000
units (the “Units”) of the Company, each Unit comprised of one share of Class A common stock of the Company, par
value $0.0001 per share (“Common Stock”) and one right to receive one-eighth of one share of Common Stock (the
“Right”), for a purchase price of $3,700,000, or $10.00 per Unit. The shares of Common Stock underlying the
Rights are hereinafter referred to as the “Right Shares.” The shares of Common Stock underlying the Units, excluding
the Right Shares, are hereinafter referred to as the “Placement Shares.” The Rights underlying the Units are hereinafter
referred to as the “Placement Rights.” The Units, Placement Shares, Placement Rights, and Right Shares, and Placement
Shares, collectively, are hereinafter referred to as the “Securities”; and


 


WHEREAS,
the Subscriber wishes to purchase 370,000 Units, and the Company wishes to accept such subscription from Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


	1.	Agreement to Subscribe




 


	 	1.1	Purchase and Issuance of
  the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company,
  and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment
  of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates
  representing the Securities purchased or effect such delivery in book-entry form.
	 	 	 
	 	1.2 	Purchase Price. As payment in full for the
  Units being purchased under this Agreement, the Subscriber shall pay $3,700,000 (the “Purchase Price”) by
  wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account
  (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer
  & Trust Company, acting as trustee (“Continental”), one (1) business day prior to the date of effectiveness
  of the Registration Statement.




 


In
addition to the foregoing, the Subscriber hereby conditionally agrees to purchase up to an additional 30,000 Units (collectively, the
“Additional Units”) at $10.00 per Additional Unit for a purchase price of $300,000 (the “Additional Purchase
Price” and together with the Initial Purchase Price, the “Purchase Price”), if, and only if, and only to the extent
that the underwriters’ 45-day over-allotment option (the “Over-Allotment Option”) in the IPO (as defined below)
is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be the number that is necessary to
maintain the amount held in the Trust Account (as defined below) so that the amount does not fall below $10.00 per share for each share
of Common Stock sold in the IPO. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of
the Over-Allotment Option.


 


	 	1.3	Closing. The closing of the purchase and
    sale of the Units (the “Closing Date”) shall take place simultaneously with the closing of the Company’s
    initial public offering (the “IPO”). The closing of the purchase and sale of the Units shall take place at the
    offices of Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York, 10020, or such other place as may
    be agreed upon by the parties hereto.
	 	 	 
	 	1.4	Termination. This Agreement and each of
    the obligations of the undersigned shall be null and void and without effect if the IPO does not close prior to December 31, 2021.






 


	2.	Representations and Warranties
  of Subscriber




 


Subscriber
represents and warrants to the Company that:


 





	 	2.1	No Government Recommendation or Approval.
    Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company or
    the Offering of the Securities.
	 	 	 
	 	2.2	Accredited Investor. Subscriber represents
    that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of
    1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance,
    among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions
    under state law.



 




    	 



     


    

 





	 	2.3	Intent. Subscriber is purchasing the Securities
    solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit of its members or affiliates,
    as permitted, pursuant to the terms of an agreement (the “Insider Letter”) to be entered into with respect to
    the Securities between, among others, Subscriber and the Company, as described in the Registration Statement), and not with a view
    to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except
    as may be permitted under the Insider Letter. Subscriber shall not engage in hedging transactions with regard to the Securities unless
    in compliance with the Securities Act.
	 	 	 
	 	2.4	Restrictions on Transfer. Subscriber acknowledges
    and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning
    of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides
    to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred
    only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration
    under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration
    requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other
    jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions
    as described in Section 8 hereof. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to
    be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel
    satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration,
    Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the
    Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
    to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Company’s initial
    Business Combination (as described in the Company’s Amended and Restated Certificate of Incorporation), despite technical compliance
    with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
	 	 	 
	 	2.5	Sophisticated Investor.



 





	 	(i)	Subscriber is sophisticated in financial
    matters and is able to evaluate the risks and benefits of the investment in the Securities.
	 	 	 
	 	(ii)	Subscriber is aware that an investment in
    the Securities is highly speculative and subject to substantial risks because, among other things, the Securities are subject to
    transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered
    under the Securities Act or an exemption from such registration is available. Subscriber is able to bear the economic risk of its
    investment in the Securities for an indefinite period of time.



 





	 	2.6	Independent Investigation. Subscriber, in
    making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any
    information or representations made by any third parties or upon any oral or written representations or assurances from the Company,
    its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement.
    Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions
    of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the
    offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber
    confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the
    additional information concerning this investment which Subscriber has requested.
	 	 	 
	 	2.7	Organization and Authority.
    Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware and it possesses all
    requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
	 	 	 
	 	2.8	Authority. This Agreement has been validly
    authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject
    to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
	 	 	 
	 	2.9	No Conflicts. The execution, delivery and
    performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not violate, conflict
    with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement or instrument to which Subscriber
    is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement, order, judgment or decree
    to which Subscriber is subject.



 




    	 



     


    

 





	 	2.10	No Legal Advice from Company. Subscriber
    acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other
    agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors. Except
    for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties
    hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or
    any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
    by this Agreement or the securities laws of any jurisdiction.
	 	 	 
	 	2.11	Reliance on Representations and Warranties.
    Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements
    under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying
    upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set
    forth in this Agreement in order to determine the applicability of such provisions.
	 	 	 
	 	2.12	No General Solicitation. Subscriber is not
    subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including but not limited
    to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast
    over television or radio, or presented at any seminar or meeting or in a registration statement (the “Registration Statement”)
    with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).
	 	 	 
	 	2.13	Legend. Subscriber acknowledges and agrees
    the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”), in form and
    substance substantially as set forth in Section 4 hereof.



 


	3.	Representations, Warranties
  and Covenants of the Company




 


The
Company represents and warrants to, and agrees with, Subscriber that:


 





	 	3.1	Valid Issuance of Capital Stock. The total
    number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common
    Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and
    1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the
    Company has issued and outstanding 2,875,000 shares of Class B Common Stock (of which up to 375,000 shares are subject to forfeiture
    as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued
    shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
	 	 	 
	 	3.2	Title to Securities. Upon issuance in accordance
    with, and payment pursuant to, the terms hereof and that certain Rights Agreement to be entered into between the Company and Continental,
    as rights agent (the “Rights Agreement”), as the case may be, each of the Units, Placement Shares, Placement Rights
    and Right Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Placement
    Shares and Right Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms
    hereof and the Rights Agreement, as the case may be, Subscriber will have or receive good title to the Units, Placement Shares and
    Placement Rights, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
    and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities laws.
	 	 	 
	 	3.3	Organization and Qualification. The Company
    is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite
    corporate power to own its properties and assets and to carry on its business as now being conducted.
	 	 	 
	 	3.4	Authorization; Enforcement. (i) The Company
    has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities
    in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation
    by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent
    or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid
    and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability
    may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating
    to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
    and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
    of public policy.



 




    	 



     


    

 





	 	3.5	No Conflicts. The execution, delivery and
    performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a
    violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a default under any agreement
    or instrument to which the Company is a party or (iii) any law statute, rule or regulation to which the Company is subject or any
    agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings which may be
    required to be made by the Company subsequent to the closing of the IPO, and any registration statement which may be filed pursuant
    thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or
    order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to
    perform any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Rights or Right Shares in accordance
    with the terms hereof.



 


	4.	Legends




 


	 	4.1	Legend. The Company will
  issue the Units, Placement Shares and Placement Rights, and when issued, the Right Shares, purchased by the Subscriber in the name
  of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:




 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, SAGALIAM ACQUISITION
CORP. AND SAGALIAM SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP
PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 





	 	4.2	Subscriber’s Compliance. Nothing in
    this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with all applicable securities laws
    upon resale of the Securities.
	 	 	 
	 	4.3	Company’s Refusal to Register Transfer
    of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such
    purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant
    to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider
    Letter.
	 	 	 
	 	4.4	Registration Rights. The Subscriber will
    be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights
    Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date
    of the Registration Statement.



 


	5.	Waiver of Liquidation Distributions.




 


In
connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim
of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection
with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer
conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in
the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or
timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete
the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination
activity. In the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased
shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers
of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 





	6.	Terms of Placement Rights. Each Placement
    Right shall have the terms set forth in the Rights Agreement.
	 	 
	7.	[Reserved].
	 	 
	8.	Terms of the Units and Placement Rights



 





	 	8.1	The Units and their component parts are
    substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer
    restrictions described in the Insider Letter, and (ii) the Units and component parts are being purchased pursuant to an exemption
    from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup
    described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the
    date of the prospectus for the IPO or an exemption from registration is available.



 




    	 



     


    

 





	 	8.2	Subscriber agrees to vote the Placement
    Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.



 


	9.	Governing Law; Jurisdiction;
  Waiver of Jury Trial




 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to
this Agreement and the transactions contemplated hereby.


 


	10.	Assignment; Entire Agreement;
  Amendment




 





	 	10.1	Assignment. Neither this Agreement nor any
    rights hereunder may be assigned by any party to any other person other than by a Subscriber to a person agreeing to be bound by
    the terms hereof, including the waiver contained in Section 7 hereof.
	 	 	 
	 	10.2	Entire Agreement. This Agreement sets forth
    the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions,
    agreements and understandings of any and every nature among them.
	 	 	 
	 	10.3	Amendment. Except as expressly
    provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than
    by a written instrument signed by all of the parties hereto.
	 	 	 
	 	10.4	Binding upon Successors. This Agreement
    shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
    and permitted assigns.



 


	11.	Notices




 





	 	11.1	Notices. Unless otherwise provided herein,
    any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent
    by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all
    purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified
    mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such
    notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date
    when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent
    by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered
    (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
    (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the
    later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when
    directed to the stockholder.



 


	12.	Counterparts




 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page
were an original thereof.


 


	13.	Survival; Severability




 


	 	13.1	Survival. The representations, warranties,
    covenants and agreements of the parties hereto shall survive the Closing Date.
	 	 	 
	 	13.2	Severability. In the event that any provision
    of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
    shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially
    changes the economic benefit of this Agreement to any party.



 


	14.	Headings.




 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


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


 


	 	SUBSCRIBER:
	 	 
	 	SAGALIAM
    SPONSOR LLC
	 	 	                         
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 


[Private
Placement Units Purchase Agreement with Sponsor]