Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-256473 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one right to receive one-eighth (1/8) of one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton,
division of Benchmark Investments, LLC, as representative (the “Representative”) of the several
underwriters (the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, $100,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $115,000,000, if the Underwriters’ over-allotment option is exercised in full; or subject
to our sponsor, Sagaliam Sponsor LLC, depositing additional funds into the trust account as decribed in more detail in this prospectus
in order to extend the time available for the Company to consummate initial business combination) will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000, or $4,025,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


	1.	Agreements and Covenants
  of Trustee. The Trustee hereby agrees and covenants to:




 


	 	(a)	Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JPMorgan Chase Bank N.A. (or
at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by
the Trustee that is reasonably satisfactory to the Company;




 


	 	(b)	Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;




 


	 	(c)	In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of Rule 2a-7(d)
promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;




 


	 	(d)	Collect and receive, when due, all interest or other income
arising from the Property, which shall become part of the “Property,” as such term is used herein;




 


	 	(e)	Promptly notify the Company and the Representative of all communications
received by the Trustee with respect to any Property requiring action by the Company;




 


	 	(f)	Supply any necessary information or documents as may be requested
by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held
in the Trust Account;




 


	 	(g)	Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by the Company to do so;




 




    	 



     


    

 


	 	(h)	Render to the Company monthly written statements of the activities
of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;




 


	 	(i)	Commence liquidation of the Trust Account only after and promptly
after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf
of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged
and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes (less up to $150,000 of interest that may be released to the
Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y)
the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation (“Charter”)
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes (less up to $150,000 of interest that may be released to the
Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;




 


	 	(j)	Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to
the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make
such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be
accompanied by a copy of the franchise tax bill from the State of Delaware for the Company (it being acknowledged and agreed that any
such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;




 


	 	(k)	Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute on behalf of the
Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the ability of Public
Stockholders to seek redemption in connection with an initial Business Combination or amendments to the Charter prior thereto or the
Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in clause (y) of Section 1(i) of the Agreement. The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and




 


	 	(l)	Not make any withdrawals or distributions from the Trust Account
other than pursuant to Section 1(i), (j) or (k) above.




 


	2.	Agreements and Covenants
  of the Company. The Company hereby agrees and covenants to:




 


	 	(a)	Give all instructions to the Trustee hereunder in writing,
signed by at least two of the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;




 




    	2



     


    

 


	 	(b)	Subject to Section 4 hereof, hold the Trustee harmless
and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered
by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice
of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;




 


	 	(c)	Pay the Trustee the fees set forth on Schedule A hereto,
including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the
closing of the Business Combination (defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual
administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro
rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section
2(b) hereof;




 


	 	(d)	In connection with any vote of the Company’s stockholders
regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or
certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business
Combination;




 


	 	(e)	Provide the Representative with a copy of any Termination Letter(s)
and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after
it issues the same;




 


	 	(f)	Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of
Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;




 


	 	(g)	Instruct the Trustee to make only those distributions that
are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this
Agreement; and




 


	 	(h)	Within four (4) business days after the Underwriters exercise
the over-allotment option (or any unexercised portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing
of the total amount of the Deferred Discount, which shall in no event be less than $3,500,000.




 


	3.	Limitations of Liability.
  The Trustee shall have no responsibility or liability to:




 


	 	(a)	Imply obligations, perform duties, inquire or otherwise be
subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;




 


	 	(b)	Take any action with respect to the Property, other than as
directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct;




 


	 	(c)	Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and
until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed
to it funds sufficient to pay any expenses incident thereto;




 


	 	(d)	Refund any depreciation in principal of any Property;




 


	 	(e)	Assume that the authority of any person designated by the Company
to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have
delivered a written revocation of such authority to the Trustee;




 




    	3



     


    

 


	 	(f)	The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except
for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;




 


	 	(g)	Verify the accuracy of the information contained in the Registration
Statement;




 


	 	(h)	Provide any assurance that any Business Combination entered
into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;




 


	 	(i)	File information returns with respect to the Trust Account
with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
by the Company, if any, relating to any interest income earned on the Property;




 


	 	(j)	Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether
such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except
pursuant to Section 1(j) hereof; or




 


	 	(k)	Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.




 


	4.	Trust Account Waiver.
  The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
  or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
  may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
  limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
  and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.




 


	5.	Termination.
  This Agreement shall terminate as follows:




 


	 	(a)	If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the
Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or




 


	 	(b)	At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which section may not be amended
under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b).




 


	6.	Miscellaneous.




 


	 	(a)	The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee
will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify
the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it
by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
funds.




 




    	4



     


    

 


	 	(b)	This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one
of which shall constitute an original, and together shall constitute but one instrument.




 


	 	(c)	This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended
or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto; provided, however, that
no such change, amendment or modification to Section 1(i), 2(f) or Exhibit A may be made without the prior written consent of
the Representative.




 


	 	(d)	This Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. For purposes of this Section 6(d),
the “Consent of the Stockholders” means receipt by the Trustee of a certificate from the inspector of elections
of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with
Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold
sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share,
of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will
affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder
vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common
Stock if the Company does not complete its initial Business Combination within the time frame specified in the Charter. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the
certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the
proposed amendment in reliance thereon.




 


	 	(e)	The parties hereto consent to the jurisdiction and venue of
any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO
ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.




 


	 	(f)	Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service,
by certified mail (return receipt requested), by hand delivery or by electronic mail:




 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Sagaliam
Acquisition Corp.


Barry
Kostiner


Chief Executive Officer


1800
Avenue of the Stars, Suite 1475


Los
Angeles, CA 90067


 


in
each case, with copies to:


 


 Mayer
Brown  LLP


 1221
 Avenue of the Americas


New
York, NY 10020 


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


Telephone:
(212) 370-1300


 




    	5



     


    

 


and


 


 EF Hutton 


 division
of Benchmark Investments, LLC 


 590 Madison Avenue, 39th
Floor 


New
York, NY 10022 


Attn.:
Edward Tsuker, Head of Capital Markets 


 


and


 


 Loeb
& Loeb  LLP


 345 Park Avenue 


 New
York,  NY 10154 


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


Telephone:
(212) 407-4000


 


	 	(g)	Each of the Company and the Trustee hereby represents that
it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as
contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including
by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.




 


	 	(h)	This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not
be construed for or against any party hereto.




 


	 	(i)	This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.




 


	 	(j)	Each of the Company and the Trustee hereby acknowledges and
agrees that EF Hutton, division of Benchmark Investments, LLC, on behalf of the Underwriters, is a third party beneficiary of
this Agreement.




 


	 	(k)	Except as specified herein, no party to this Agreement may
assign its rights or delegate its obligations hereunder to any other person or entity.




 


[Signature
Page Follows]


 




    	6



     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 		 
	 	By:	 
	 	Name:	Francis
    Wolf
	 	Title:	Vice
    President
	 	 	 
	 	SAGALIAM
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	Barry
    Kostiner
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




    	7



     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount

                                                                                 $ 
	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	 	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	 	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following disbursement made to Company under Section 1	 	 	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




    	8



     


    

 


EXHIBIT
A


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account - Termination Letter




 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Sagaliam Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [●], 
2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with
(the “Target Business”) to consummate a business combination with Target Business (the
“Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72)
hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Operating Account at JPMorgan Chase Bank N.A. will be immediately available for transfer to
the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on
behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the
Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Sagaliam
    Acquisition Corp.
	 	 	                 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Acknowledged
    & Agreed by: EF Hutton, division of Benchmark Investments, LLC
	 	                   	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	9



     


    

 


EXHIBIT
B


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account -Termination Letter




 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Sagaliam Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●],  
 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected (1) as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the
Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	(1)	18
    months from the closing of the Offering, or at a later date, if extended.


 


	 	Very
    truly yours,
	 	 
	 	Sagaliam
    Acquisition Corp.
	 	 	                
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	 EF
    Hutton, division of Benchmark Investments, LLC 


 




    	10



     


    

 


EXHIBIT
C


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account - Withdrawal Instruction




 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Sagaliam Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●],  
 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Sagaliam
    Acquisition Corp.
	 	 	             
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	 EF
    Hutton, division of Benchmark Investments, LLC 


 




    	11



     


    

 


EXHIBIT
D


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	Re:	Trust Account - Stockholder Redemption Withdrawal Instruction




 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Sagaliam Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●],  
 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very
    truly yours,
	 	 
	 	Sagaliam
    Acquisition Corp.
	 	 	               
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	 EF
    Hutton, division of Benchmark Investments, LLC 


 




    	12