COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 23rd, 2023 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the later to occur of August 27, 2023 and the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 27, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Momentus Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 15, 2024, between Momentus Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 7, 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between STABLE ROAD ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 7, 2019Underwriting Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
The undersigned, Stable Road Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows (provided that to the extent there is only one Underwriter, then all references to Representative and Underwriters shall mean Cantor Fitzgerald, as the Underwriter):
Stable Road Acquisition Corp. Venice, California 90291Securities Subscription Agreement • August 9th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between SRC-NI Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Stable Road Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 10th, 2019 • Stable Road Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October [ ], 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2019, is made and entered into by and among Stable Road Acquisition Corp., a Delaware corporation (the “Company”), SRC-NI Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor,” together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
November 7, 2019Underwriting Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Stable Road Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), 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 over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
Momentus Inc. Shares of Class A Common Stock (par value $0.00001 per share) Sales AgreementSales Agreement • September 28th, 2022 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
Momentus Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • September 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from MOMENTUS INC., a Delaware corporation (the “Company”), up to 5,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CLASS A COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • September 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months after the Original Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year and six month anniversary of the Original Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MOMENTUS INC., a Delaware corporation (the “Company”), up to 10,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of November 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1345 Abbot Kinney Blvd., Venice, CA 90291, and SRC-NI Holdings, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Abbot Kinney Blvd., Venice, CA 90291.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Placement Agent Common Stock Agreement • October 18th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its designees or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 14, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•] (the “Termination Date”) but not thereafter, to subscribe for and purchase from MOMENTUS INC., a Delaware corporation (the “Company”), up to 250,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
mOMENTUS Inc. Indemnification AgreementIndemnification Agreement • August 18th, 2021 • Momentus Inc. • Guided missiles & space vehicles & parts • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, by and between Momentus Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2021 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2021, is made and entered into by and among Momentus Inc., a Delaware corporation, formerly known as Stable Road Acquisition Corp., a Delaware Corporation (the “Company”), SRC-NI Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used b
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 4 , 2024, between Momentus Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of November 2019, by and between Stable Road Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • December 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, J.J. Astor & Co., a Utah corporation (“Astor”) or its assigns (together with Astor, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date, and on or prior to 5:00 p.m. (New York City time) on December 15, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Momentus Inc., a Delaware corporation (the “Company”), up to 28,572 shares of Common Stock (as subject to adjustment hereunder), the “Warrant Shares”) of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [__], 2024, between Momentus Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
MOMENTUS INC.Employment Agreement • April 5th, 2023 • Momentus Inc. • Guided missiles & space vehicles & parts • California
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive” or “you”) and Momentus Inc. (the “Company”), a Delaware corporation, sets forth the terms and conditions that shall govern Executive’s employment (referred to hereinafter as “Employment”) with the Company, effective as of April 3, 2023 (the “Effective Date”). Executive’s entire period of Employment with the Company shall be referred to hereinafter as the “Employment Period.”
Stable Road Acquisition Corp.Administrative Support Agreement • November 13th, 2019 • Stable Road Acquisition Corp. • Blank checks • New York
This letter agreement by and between Stable Road Acquisition Corp. (the “Company”) and Stable Road Capital, LLC (“Stable Road Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REPURCHASE AGREEMENTRepurchase Agreement • November 2nd, 2020 • Stable Road Acquisition Corp. • Blank checks • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2020, by and among Stable Road Acquisition Corp., a Delaware corporation (“Parent”), Prime Movers Lab Fund I LP (the “Holder”) and Momentus Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • November 14th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
FOR VALUE RECEIVED, MOMENTUS INC. (the “Borrower”) hereby unconditionally promises to pay to the order of SPACE INFRASTRUCTURES VENTURES, LLC (the “Lender”) the principal amount of up to $2,300,000 to the account specified by the Lender from time to time in writing, pursuant to the terms of this secured, convertible promissory note (together with all documents, instruments, and agreements entered into and/or delivered in connection herewith, the “Secured Note”).
LOAN AND SECURITY AGREEMENT Dated as of February 22, 2021, between MOMENTUS INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IX, INC., a Maryland corporation, as “Lender” LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2021 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • December 10th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from MOMENTUS INC., a Delaware corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [●], 2024, between Momentus Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Momentus Inc. Santa Clara, CA 95054 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up Agreement • August 18th, 2021 • Momentus Inc. • Guided missiles & space vehicles & parts • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 7, 2020 (the “Merger Agreement”), entered into by and among Stable Road Acquisition Corp, a Delaware corporation (the “Company”), Project Marvel First Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“First Merger Sub”), Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub”), and Momentus Inc., a Delaware corporation (“Momentus”), pursuant to which, among other things, First Merger Sub will merge with and into Momentus, with Momentus surviving as the surviving corporation and, immediately following such merger and as part of the same overall transaction, the surviving corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving as the surviving company (together,
Dear Alexander, Momentus Inc, a Delaware corporation (the “Company”), is pleased to offer you employment on the following terms:Employment Agreement • December 14th, 2020 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts • California
Position. Your title will be Chief Legal Officer and Head of Business Operations, and you will report to Mikhail Kokorich, the Company’s President. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that, you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
LOAN AGREEMENTLoan Agreement • December 16th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • Utah
This Loan Agreement (this “Agreement”) is dated as of December 13, 2024, and is made and entered into between Momentus Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2020 • Stable Road Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Stable Road Acquisition Corp., a Delaware corporation (“SRAC”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among SRAC, Momentus Inc., a Delaware corporation (the “Company”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SRAC (“First Merger Sub”) and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SRAC (“Second Merger Sub”), pursuant to which, among other things, First Merger Sub will merge with and into the Company, with the Company as the surviving corporation of such merger (the “Surviving Corporation”), and immediat
ContractPlacement Agency Agreement • December 10th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
AMENDMENT TO COMMON STOCK PURCHASE WARRANTSCommon Stock Purchase Warrant Amendment • October 3rd, 2023 • Momentus Inc. • Guided missiles & space vehicles & parts
This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of October [●], 2023, by and between Momentus Inc., a Delaware corporation (the “Company”), and __________ (the “Holder”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • December 14th, 2020 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts • Delaware
This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is entered into as of the date set forth above, by and between Stable Road Acquisition Corp., a Delaware corporation (“Parent”), and Mikhail Kokorich (the “Restricted Party”) and shall become effective, if at all, as of the Closing. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • October 7th, 2020 • Stable Road Acquisition Corp. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 7, 2020, by and between Stable Road Acquisition Corp., a Delaware corporation (“Parent”), and [●] (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.
