0001193125-21-332600 Sample Contracts

15,000,000 Units Trajectory Alpha Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • November 17th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
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FORM OF PRIVATE WARRANT AGREEMENT
Private 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”).

FORM OF PUBLIC WARRANT AGREEMENT
Public 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 REGISTRATION RIGHTS AGREEMENT
Registration 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”).

TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:
Letter 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 AGREEMENT
Private 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”).

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