COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Momentus Inc. • January 16th, 2024 • 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 January [●], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [●], 20291 (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).
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):
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”).
Stable Road Acquisition Corp. Venice, California 90291Stable Road Acquisition Corp. • August 9th, 2019 • 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANTMomentus Inc. • February 23rd, 2023 • Guided missiles & space vehicles & parts
THIS PRE-FUNDED 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 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).
November 7, 2019Letter 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
COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • November 7th, 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 November [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November [●], 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 Class A common stock, par value $0.00001, per share (the “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 • 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”).
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 WARRANTMomentus Inc. • January 16th, 2024 • Guided missiles & space vehicles & parts
THIS PRE-FUNDED 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 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).
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.
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
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”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG STABLE ROAD ACQUISITION CORP., PROJECT MARVEL FIRST MERGER SUB, INC., PROJECT MARVEL SECOND MERGER SUB, LLC and MOMENTUS INC. DATED AS OF OCTOBER 7, 2020Agreement and Plan of Merger • October 7th, 2020 • Stable Road Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 7, 2020, by and among Stable Road Acquisition Corp., a Delaware corporation (“Parent”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“First Merger Sub”), Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Second Merger Sub”), and Momentus Inc., a Delaware corporation (the “Company”). Each of the Company, Parent, First Merger Sub and Second Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time in accordance with the terms hereof, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter). Defined terms used in this Agreement are listed alphabetica
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”).
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.Letter 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”):
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”).
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).
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”).
Momentus Inc. Santa Clara, CA 95054 Re: Lock-Up Agreement Ladies and Gentlemen:Letter 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:Stable Road Acquisition Corp. • December 14th, 2020 • 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.
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
AMENDMENT TO COMMON STOCK PURCHASE WARRANTSCommon Stock Purchase Warrants • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023, between Momentus Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 2021 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts
THIS AMENDMENT NO. 3 (this “Amendment”), dated as of June 29, 2021, amends the Agreement and Plan of Merger, dated as of October 7, 2020, as previously amended by Amendment No. 1, dated as of March 5, 2021, and Amendment No. 2, dated as of April 6, 2021 (including all schedules, exhibits and annexes thereto (including the Company Disclosure Letter and the Parent Disclosure Letter (each, as defined therein)), the “Agreement”), by and among Stable Road Acquisition Corp., a Delaware corporation (“Parent”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“First Merger Sub”), Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Second Merger Sub”) and Momentus Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined herein but defined in the Agreement shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2021 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts
THIS AMENDMENT NO. 2 (this “Amendment”) dated as of April 7, 2021 amends the Agreement and Plan of Merger, dated as of October 7, 2020, as amended by that certain Amendment No. 1, dated as of March 5, 2021 (including all schedules, exhibits and annexes thereto (including the Company Disclosure Letter and the Parent Disclosure Letter (each, as defined therein)), the “Agreement”), by and among Stable Road Acquisition Corp., a Delaware corporation (“Parent”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“First Merger Sub”), Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Second Merger Sub”) and Momentus Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined herein but defined in the Agreement shall have the meanings ascribed to them in the Agreement.
AMENDMENT TO COMMON STOCK PURCHASE WARRANTSCommon Stock Purchase Warrants • September 7th, 2023 • Momentus Inc. • Guided missiles & space vehicles & parts
This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of September 7, 2023, by and between Momentus Inc., a Delaware corporation (the “Company”), and __________ (the “Holder”).
MOMENTUS INC. 2022 INDUCEMENT EQUITY PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant...Momentus Inc. • May 11th, 2022 • Guided missiles & space vehicles & parts • Delaware
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 29th, 2021 • Stable Road Acquisition Corp. • Guided missiles & space vehicles & parts • Delaware
This Stock Repurchase Agreement (this “Agreement”) is made and entered into on June 8, 2021 by and among [●] (“Stockholder”), [●], both individually and in [his][her] capacity as [●] (collectively, [●]) and Momentus Inc., a Delaware corporation (the “Company”).
