REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), TLGY Sponsors LLC, a Cayman Island limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TLGY ACQUISITION CORPORATIONTLGY Acquisition Corp • October 14th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 17, 2021, by and between TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company common shares, the “Ordinary Shares”), up to an aggregate of not more than 750,000 of which are subject to forfeiture by you if the underwriter[s] of the initial public offering (“IPO”) of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made [ ], 2021, by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TLGY Sponsors LLC, a Cayman Island limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENT between TLGY ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of , 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
TLGY Acquisition Corporation Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Mizuho Securities USA LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant and a contingent right to receive at least one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adju
TLGY ACQUISITION CORPORATIONTLGY Acquisition Corp • October 14th, 2021 • Blank checks
