FORM OF PRIVATE WARRANT AGREEMENT
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).
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 (as defined below) bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan to 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 2,000,000 Private Placement Warrants at a price of $1.00 per warrant (the Working Capital Warrants and, together with the Private Placement Warrants, the Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Units), 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 (the Public Warrants) and, in connection therewith, has determined to issue and deliver up to 8,625,000 redeemable Public Warrants (including up to 1,125,000 redeemable Public Warrants subject to the over-allotment option) to public investors in the Offering;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) one or more registration statements 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 and exercise of the Warrants;