Momentus Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts
This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).
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”).
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 • 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).
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
COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • June 2nd, 2025 • 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 _________ [*], 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Momentus Inc., a Delaware corporation (the “Company”), up to 477,031 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).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June , 2025, 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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2025, 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”).
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
COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Common Stock Purchase Warrant • June 23rd, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts
THIS 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 1,[ ](the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date which is 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).
ContractPlacement Agency Agreement • February 13th, 2025 • 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) Class A Common Warrants to purchase shares of Common Stock (the “Common Warrants”, and together with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2025, 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”).
AMENDED AND RESTATED PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MOMENTUS INC.Purchase Warrant Agreement • February 13th, 2025 • 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 August 11, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 11, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MOMENTUS INC., a Delaware corporation (the “Company”), up to 63,694 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2025, 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”).
ContractPlacement Agency Agreement • July 2nd, 2025 • 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) Class A Common Warrants to purchase shares of Common Stock (the “Common Warrants”, and together with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The
PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOMENTUS, INC.Pre-Funded Common Stock Purchase Warrant • September 29th, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts
This Warrant was issued pursuant to the terms and conditions of that Equity Purchase Agreement, dated September 25, 2025 (each a “Purchase Agreement”), by and among the Company and the purchasers signatory thereto.
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”):
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
AMENDMENT TO LOAN AGREEMENT AND REGISTRATION RIGHTS AGREEMENTLoan Agreement and Registration Rights Agreement • June 18th, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts
This Amendment to Loan Agreement and the Registration Rights Agreement (this “Amendment”) is dated as of June 17, 2025 (the “Effective Date”) 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”).
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”).
JUNIOR SECURED CONVERTIBLE NOTE DUE SEPTEMBER 25, 2026Convertible Security Agreement • September 29th, 2025 • Momentus Inc. • Guided missiles & space vehicles & parts • Delaware
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Momentus Inc., a Delaware corporation, (the “Company” or “Borrower”), having its principal place of business at 3901 N. First Street, San Jose, CA, 95134, email: [***], due September 25, 2026 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).