FORM OF WARRANT AGREEMENT
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).
WHEREAS, on [ ], 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 3,666,667 warrants (or up to 3,966,667 warrants if the Over-Allotment Option (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-Allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 warrants at a price of $1.50 per warrant (the Working Capital Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A Common Stock, par value $0.0001 per share (Common Stock), and one-third of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 5,750,000 redeemable warrants (including up to 750,000 redeemable warrants if the Over-Allotment Option is exercised in full) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants and the Working Capital Warrants, the Warrants);
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein, only whole Warrants are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) one or more registration statements (together, the Registration Statement) and the related final prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the issuance of the Units, the Public Warrants and the shares of Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;