FORM OF PUBLIC WARRANT AGREEMENT
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).
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-half of one redeemable Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 8,625,000 redeemable warrants (including up to 1,125,000 redeemable warrants if the Over-Allotment Option, as defined in Section 2.4, is exercised in full) to public investors in the Offering (as defined below) (the Warrants);
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 4,000,000 private placement warrants simultaneously with the closing of the Offering (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
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;
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 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;