15,000,000 Units Trajectory Alpha Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2021 • Trajectory Alpha Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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 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:Letter Agreement • April 8th, 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 of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 Prospectus (as defined below).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 8th, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 8th, 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”).
FORM OF WARRANT AGREEMENTForm of Warrant 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”).
TRAJECTORY ALPHA ACQUISITION CORP. New York, New York 10005Letter 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”):
