15,000,000 Units Trajectory Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • 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 PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • September 10th, 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”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • September 10th, 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 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 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:Letter Agreement • September 10th, 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 INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • September 10th, 2021 • Trajectory Alpha 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 Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
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: , 2021Trajectory Alpha Acquisition Corp. • September 10th, 2021 • 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”).
