Form of Warrant Amendment Agreement

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”).

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant issued on ___________ (the “              Warrant”) to purchase __________ shares of Class A common stock of the Company, par value $0.00001 per share (the “Common Stock”) [,which number of shares of Common Stock reflects the 1-for-50 reverse stock split effected by the Company on August 23, 2023];

WHEREAS, pursuant to Section 5(l) of the ________ Warrant, the ________ Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand; and

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:

1.          Amendment to “Exercise Price”.  Subject to Section 5 below, Section 2(b) of the ________ Warrant is hereby amended and restated in its entirety as follows:

“b)          Exercise Price.          The exercise price per share of Common Stock under this Warrant shall be $2.00, subject to adjustment hereunder (the “Exercise Price”).”

2.           Amendment to “Termination Date” Defined Term. The defined term “Termination Date” in the ________ Warrant is hereby defined to mean October [●], 2028.

3.          No Further Amendment. Except as amended by this Amendment, the ________ Warrant remains unaltered and shall remain in full force and effect.

4.          Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of that certain Securities Purchase Agreement, dated as of February 23, 2023, by and between the Company and the Holder with respect to the ________ Warrant.

5.         Nasdaq Approval. For the avoidance of doubt, the effectiveness of this Amendment shall be subject to the approval of the Nasdaq Stock Market LLC (“Nasdaq”) and the applicable Nasdaq listing rules.

6.          Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.