SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 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”).
COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • December 18th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME OF HOLDER] 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”), subject to the limitations set forth in Section 2(f), and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • December 18th, 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).
ContractPlacement Agency Agreement • December 18th, 2024 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Momentus Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of Class A common stock, par value $0.00001 per share (“Common Stock”), and/or (ii) Pre-Funded Warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) and (iii) Common Warrants to purchase shares of Common Stock (the “Common Warrants”, and together with the Pre‑Funded Warrants, the “Warrants,” and collectively with the Shares, the “Securities”), depending on the beneficial ownership percentage of the purchaser of the Common Stock fol
