15,000,000 Units Trajectory Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 8th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF WARRANT AGREEMENTWarrant Agreement • April 8th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • September 10th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 30th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks
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 TRAJECTORY ALPHA ACQUISITION CORP., A DELAWARE CORPORATION (THE “COMPANY”), AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (THE “TRUSTEE”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10011Securities Subscription Agreement • February 26th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Trajectory Alpha Sponsor LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 562,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages 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, a “Holder” and, collectively, the “Holders”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages 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, a “Holder” and, collectively, the “Holders”).
TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Guggenheim Securities, LLC, as underwriter (the “Underwriter” ), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Pro
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among Millymont Limited J. Streicher Technical Services, LLC Zalatoris Acquisition Corp. AnyTech365 Merger Sub, Inc. Miguel Ángel Casales Ruiz and Thomas Marco Balsloev in the capacity as the...Business Combination Agreement • September 8th, 2023 • Zalatoris Acquisition Corp. • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 8, 2023 by and among:
ContractPromissory Note • January 10th, 2024 • Zalatoris Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
SUPPORT AGREEMENTSupport Agreement • September 8th, 2023 • Zalatoris Acquisition Corp. • Blank checks
From: Trajectory Alpha Acquisition Corp. New York, New York 10005 To: The Purchaser[s] Identified on the Signature Page Hereto RE: Securities Purchase Agreement Date: , 2021Securities Purchase Agreement • September 10th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on the date set forth above by and between the purchaser[s] signator[y][ies] hereto (the “Purchaser”) and Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Purchaser has made to subscribe for and purchase the number of shares (the “Shares”) of Class B common stock, $0.0001 par value per share, of the Company (the “Class B Common Stock”) specified on the signature page to this Agreement, all of which are subject to forfeiture by the Purchaser pursuant to Section 3 if the Purchaser’s indication of interest in the initial public offering (the “IPO”) of units (the “Units”) of the Company, which shall not in the aggregate, when taken together with the Units purchased by any Attribution Party (as defined herein) of the Purchaser, be greater than the lesser of (i) Units with an aggregate public offering price of $[ ] and (ii) 9.90% of the Units sol
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 10th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10005Administrative Services Agreement • April 8th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
This letter agreement by and between Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date set forth above, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of (x) the consummation by the Company of an initial business combination and (y) the Company’s liquidation (in each case, as described in the Company’s Registration Statement on Form S-1 (File No. 333-253967) filed with the Securities and Exchange Commission) (such earlier date, the “Termination Date”):
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • June 2nd, 2023 • Trajectory Alpha Acquisition Corp. • Blank checks • Delaware
This PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effectively as of June 2, 2023 (the “Effective Date”), by and among J. Streicher Holdings, LLC, (the “Acquirer”), Trajectory Alpha Acquisition Corp., a Delaware company (“SPAC”), and Trajectory Alpha Sponsor LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
PURCHASE AGREEMENTPurchase Agreement • June 2nd, 2023 • Trajectory Alpha Acquisition Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of June 2, 2023 (the “Effective Date”), by and among J. Streicher Holdings, LLC, (the “Acquirer”), Trajectory Alpha Acquisition Corp., a Delaware company (“SPAC”), Trajectory Alpha Sponsor LLC (“Sponsor”) and Metric Finance Holdings II, LLC (“Seller”) (each a “Party” and, collectively, the “Parties”).
