UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-20393

In the Matter of

Momentus, Inc., Stable Road 

Acquisition Corp., SRC-NI 

Holdings, LLC, and Brian Kabot,

Respondents.

:

:

:

:

:

:

:

:

PLAN OF DISTRIBUTION 

I. OVERVIEW

1. The Division of Enforcement submits this Plan of Distribution (the “Plan”) to the 

United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 1101 of 

the Commission’s Rules on Fair Fund and Disgorgement Plans (the “Commission’s Rules”), 17 

C.F.R. § 201.1101. This Plan provides for the distribution of a Fair Fund (the “Fair Fund”), 

comprised of civil money penalties paid by Momentus, Inc. (“Momentus”), Stable Road Acquisition 

Corp. (“Stable Road”)1, SRC-NI Holdings, LLC (“SRC-NI”), and Brian Kabot (“Kabot”)

(collectively, the “Respondents”) in the above-captioned matter.2 

2. As described more specifically below, the Plan seeks to compensate investors who 

were harmed by the Respondents’ conduct described in the Order, involving false and misleading 

statements and omissions made in connection with the offer and sale of Stable Road common stock, 

Stable Road warrants, and Stable Road units (consisting of one share of common stock and one-half 

of one warrant) registered with the Commission and traded on the Nasdaq exchange until August 12, 

2021 (the “Securities”). As calculated using the methodology detailed in the Plan of Allocation 

(attached as Exhibit A), investors will be compensated for their losses on the Securities that were 

purchased or acquired between October 7, 2020 and July 14, 2021 (the “Relevant Period”). In the 

view of the Commission staff and the Fund Administrator, this methodology constitutes a fair and 

reasonable allocation of the Fair Fund. 

3. The Commission has custody of the Fair Fund and shall retain control of the assets of 

the Fair Fund. The Plan is approved by the Commission, and the Commission retains jurisdiction 

over its implementation.

1 The short cite of (“SRAC”) used to refer to Stable Road Acquisition Corp. has been changed to “Stable Road.” 

2

 See Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 

21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, Securities Act 

Rel. No. 10955 (July 13, 2021) (the “Order”).
2

II. BACKGROUND

4. On July 13, 2021, the Commission issued the Order instituting and simultaneously 

settling cease-and-desist proceedings against the Respondents. In the Order, the Commission found 

that Momentus, a privately held space company that aspires to provide space infrastructure services, 

and its former Chief Executive Officer Mikhail Kokorich (“Kokorich”), made materially false 

statements, omitted to state material facts, and engaged in other deceptive conduct as Momentus 

sought to go public through a business combination with Stable Road, a publicly traded specialpurpose acquisition company (“SPAC”). Specifically, the Commission found that Momentus’ 

business plans and multi-billion dollar revenue projections, as provided to investors and described in 

Stable Road’s Form S-4 registration statement/proxy statement filed in connection with the 

anticipated merger, were materially false and misleading. 

5. According to the Order, on October 7, 2020, Momentus and Stable Road announced 

their merger agreement and made presentations to private and institutional investors, as well as to

analysts that contained materially false statements concerning the success of Momentous’ 

technology. On the same day, Stable Road entered into subscription agreements with private 

investment in public equity (“PIPE”) investors who agreed to invest $175 million of capital by 

purchasing 17.5 million shares of common stock of the company, if and after the merger was 

approved. The Commission also found that Stable Road included Momentous’ material 

misstatements and false financial projections in its registration statement filed with the Commission 

in November 2020 and in amendments filed on December 14, 2020 and March 8, 2021 which Kabot 

signed. Further, the Commission found that Momentous and Stable Road did not disclose that, 

among other things, there was no assurance that Momentus’ technology was “sufficiently reliable 

and efficient to permit commercialization...” until June 29, 2021 when it filed the third amendment 

to its registration statement. 

6. According to the Order, Momentous, Kokorich, and Stable Road also concealed and 

made false statements about U.S. government concerns with national security and foreign ownership 

risks posed by Kokorich, including concerns regarding his affiliation with Momentous which 

jeopardized, among other things, the Momentous’ launch schedule and revenue projections that were 

based in part on assumptions about the timing of its first commercial launch. The Commission 

found that in January 2021 Momentus and Stable Road became aware of correspondence from the 

U.S. Defense Department stating that Momentus posed a risk to national security as a result of its 

association with Kokorich. Kokorich, a foreign national could not access parts of Momentus’ 

technology without an export license, which was denied because of national security reasons with 

respect to Kokorich. To address this issue, Kokorich formally stepped down as CEO of Momentus 

on January 25, 2021 and on March 31, 2021, placed his shares of Momentus stock in a voting trust.3 

According to the Order, in its June 29, 2021 amendment to its registration statement, Stable Road 

disclosed that Momentous was forced to reduce its financial projections due to adverse licensing 

decisions stemming from Kokorich’s national security risks, and contributed to a 50% decline in 

Momentous’ enterprise valuation, from $1.1 billion to less than $600 million.

3 Upon announcing Kokorich’s resignation as CEO, Stable Road common stock price declined significantly. Stable 

Road’s stock price also declined significantly on July 14, 2021, the day after the Commission issued the Order.
3

7. In addition, the Commission found that Brian Kabot, Stable Road’s CEO who signed 

public filings that included misrepresentations about Momentus’ technology and national security 

risks, caused Stable Road’s disclosure violations. According to the Order, Stable Road’s public 

filings, including registration statements signed by Kabot, incorporated Momentus’ and Kokorich’s 

false and misleading claims caused investors to be misled about material aspects of Momentus’ 

business. The Commission further found that Kabot, was a managing member of Stable Road’s 

sponsor, SRC-NI, and as such his conduct as described in the Order, was attributable to SRC-NI. 

8. The Commission ordered the Respondents to pay $8,040,000.00 in civil money 

penalties to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) 

of the Sarbanes-Oxley Act of 2002, so the penalties paid can be distributed to harmed investors (the 

“Fair Fund”).

9. The Respondents have paid in full. The Fair Fund has been deposited in a 

Commission-designated account at the United States Department of the, and any accrued interest 

will be added to the Fair Fund. 

III. DEFINITIONS

As used in this Plan, the following definitions will apply:

10. “Administrative Costs” shall mean any administrative costs and expenses, including 

without limitation the fees and expenses of the Tax Administrator and the Fund Administrator, tax 

obligations, bond premium expenses, and investment and banking costs. 

11. “Claim Form” means the form designed by the Fund Administrator, in consultation 

with the Commission staff, for the filing of claims in accordance with this Plan. The claim form will 

require, at a minimum, sufficient documentation reflecting any Preliminary Claimant’s purchases 

and dispositions of the Securities during the Relevant Period such that eligibility under the Plan can 

be determined, tax identification and other related information from the Preliminary Claimant as 

determined necessary by the Fund Administrator in coordination with the Tax Administrator, and a 

certification that the Preliminary Claimant is not an Excluded Party. 

12. “Claim Status Notice” means the notice sent by the Fund Administrator within 

ninety (90) days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient 

Claim Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is 

deficient, in whole or in part, the reason(s) for the deficiency and in the event the claim is denied, the 

Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will also notify 

the Preliminary Claimant of the opportunity to cure any deficiency, request reconsideration, or 

dispute the determination made by the Fund Administrator and provide instructions regarding what 

is required to do so.

13. “Claims Bar Date” means the date established in accordance with this Plan by which 

a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in order to 

receive consideration under the Plan. The Claims Bar Date shall be ninety (90) days after the initial 

mailing of the Claims Packet. Claim Forms submitted by Preliminary Claimants postmarked or 
4

received after the Claims Bar Date will not be accepted unless the Fund Administrator is directed to 

do so by the Commission staff.

14. “Claims Packet” means the materials relevant to submitting a claim that will be 

provided to Preliminary Claimants who request such materials through a website or otherwise prior 

to the Claims Bar Date. The Claims Packet will include, at a minimum, a copy of the Plan Notice 

and a Claim Form (together with instructions for completion of the Claim Form).

15. “Determination Notice” means the written notice sent by the Fund Administrator to 

all Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant of 

its eligibility determination. The Determination Notice will further provide to each Preliminary 

Claimant that they are determined to be an Eligible Claimant with his, her, or its calculated 

Recognized Loss. This Determination Notice will constitute the Fund Administrator’s final notice 

regarding the eligibility status of the claim.

16. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan.

17. “Eligible Claimant” means a Preliminary Claimant, who is not an Excluded Party, 

who submitted a valid Claim Form and has suffered a Recognized Loss, as calculated in accordance 

with the Plan of Allocation.

18. “Excluded Party” shall mean:

(a) The Respondents;

(b) Present or former officers or directors of Respondents or any assigns, 

creditors, heirs, distributees, spouses, parents, dependent children or 

controlled entities of any of the foregoing Persons or entities;

(c) Any employee or former employee of the Respondents or any of its affiliates 

who has been terminated for cause or has otherwise resigned, in connection 

with the conduct described in the Order; 

(d) Any Person who, as of the Claims Bar Date, has been the subject of criminal 

charges related to the conduct described in the Order or any related 

Commission action;

(e) Any firm, trust, corporation, officer, or other entity in which Respondents has 

or had a controlling interest;

(f) The Fund Administrator, its employees, and those Persons assisting the Fund 

Administrator in its role as the Fund Administrator; or

(g) Any purchaser or assignee of another Person’s right to obtain a recovery from 

the Fair Fund for value; provided, however, that this provision shall not be 
5

construed to exclude those Persons who obtained such a right by gift, 

inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party. All Excluded 

Parties will be deemed ineligible to participate in the distribution of the Fair Fund.

19. “Fair Fund” means the fund created by the Commission pursuant to Section 308(a) 

of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondents’ violations 

described in the Order. 

20. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, less 

Administrative Costs. 

21. “Payee” means an Eligible Claimant whose Recognized Loss calculates, in 

accordance with the Plan of Allocation, to a distribution amount is equal to or greater than $10.00 

who will receive a Distribution Payment. 

22. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

23. “Plan Notice” means a written notice from the Fund Administrator to Preliminary 

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining how 

to submit a claim, including instructions for any online claims process; and how to obtain a copy of 

the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan Notice will 

also be available on the Fair Fund’s website that is maintained by the Fund Administrator. 

24. “Plan of Allocation” means the methodology used by the Fund Administrator to 

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is 

attached as Exhibit A.

25. “Preliminary Claimant” shall mean a Person, or their lawful successors, identified 

by the Fund Administrator as having possible claim to recover from the Fair Fund under this Plan, or 

a Person asserting prior to the Claims Bar Date that he, she, or it has a possible claim to recover from 

the Fair Fund under this Plan, as a result of transactions in the Securities during the Relevant Period. 

26. “Recognized Loss” means the amount of loss calculated in accordance with the Plan 

of Allocation.

27. “Relevant Period” means the period of time from October 7, 2020 through July 

13, 2021. 

28. “Securities” refers to Stable Road common stock (“SRAC”), Stable Road warrants 

(“SRACW”) and Stable Road units (“SRACU”), consisting of one share of common stock and onehalf of one warrant) registered with the Commission and traded on the NASDAQ exchange until 

August 12, 2021.
6

29. “Summary Notice” means the notice published in print or internet media that shall 

include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means of 

obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be published three 

(3) times and the first will appear within ten (10) days of the initial mailing of the Claims Packets.

30. “Third-Party Filer” means a third party, including without limitation a nominee, 

custodian, or an intermediary holding in street name, who is authorized to submit and submits a 

claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include 

assignees or purchasers of claims, which are excluded from receiving Distribution Payments.

IV. TAX COMPLIANCE

31. On January 23, 2023, the Commission appointed Heffler, Radetich & Saitta, LLP as 

the tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the 

Fair Fund.

4

 The Tax Administrator will be compensated for reasonable fees and expenses from the 

Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the Commission.5

32. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related 

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the administrator of 

such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the tax-related 

administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not limited to:

(a) Obtaining a taxpayer identification number; 

(b) Requesting funds necessary for the timely payment of all applicable taxes, the 

payment of taxes for which the Tax Administrator has received funds, and the 

filing of applicable returns; and 

(c) Fulfilling any information reporting or withholding requirements required for 

distributions from the Fair Fund.

33. All tax obligations will be paid from the Fair Fund, subject to the review and approval 

of Commission staff.

V. FUND ADMINISTRATOR

34. On February 24, 2023, the Commission appointed Epiq Class Action & Claims 

Solution, Inc. (“Epiq”), as the fund administrator for the Fair Fund (the “Fund Administrator”), and 

the Fund Administrator has obtained a bond in the amount of $8,040,000, as ordered.6 Pursuant to 

Rule 1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be 

removed at any time by order of the Commission or hearing officer. 

4 See Order Appointing Tax Administrator, Exchange Act Rel. No. 96733 (Jan. 23, 2023).

5

 See Omnibus Order Directing the Engagement of Two Tax Administrator for Appointment on a Case-By-Case Basis in 

Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).

6

 See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 96981 (Feb. 24, 2023).
7

35. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, taking reasonable steps to identify 

and contact Preliminary Claimants; obtaining mailing information for Preliminary Claimants; 

establishing a website and staffing a call center to address inquiries during the claims process; 

developing a claims database; preparing accountings; cooperating with the Tax Administrator to 

satisfy any tax liabilities and to ensure compliance with income tax reporting requirements, 

including but not limited to Foreign Account Tax Compliance Act (FATCA); advising Preliminary 

Claimants of deficiencies in claims and providing an opportunity to cure any documentary defects; 

taking antifraud measures, such as identifying false, ineligible and overstated claims; making 

determinations under the criteria established herein as to Preliminary Claimant eligibility; advising 

Preliminary Claimants of final claim determinations; disbursing the Fair Fund in accordance with 

this Plan, as ordered by the Commission; and researching and reconciling errors and reissuing 

payments, when possible.

36. To carry out the purposes of this Plan, the Fund Administrator is authorized to make 

and implement immaterial changes to the Plan upon agreement of the Commission staff. If a change 

is deemed to be material by the Commission staff, Commission approval is required prior to 

implementation by amending the Plan.

37. The Fund Administrator may extend any procedural deadline contained in the Plan 

for good cause shown, if agreed upon by the Commission staff.

38. The Fund Administrator is authorized to enter into agreements with third parties as 

may be appropriate or necessary in the administration of the Fair Fund, provided such third parties 

are not excluded pursuant to other provisions of this Plan. In connection with such agreements, the 

third parties shall be deemed to be agents of the Fund Administrator under this Plan. 

39. The Fund Administrator will be entitled to payment from the Fair Fund of reasonable 

fees and expenses, including the bond premium, incurred in the performance of its duties (including 

any such fees and expenses incurred by agents, consultants or third parties retained by the Fund 

Administrator in furtherance of its duties).

VI. ADMINISTRATION OF THE FAIR FUND

Identification of and Notification to Preliminary Claimants

40. The Fund Administrator will, insofar as practicable, use its best efforts to identify 

Preliminary Claimants from a review of trading records, obtaining records from registered brokerdealers and investment advisors, and seeking information from any other source available to it. 

The Fund Administrator may also engage a third-party firm, after consultation with and approval 

of the Commission staff, to assist in identifying Preliminary Claimants to maximize the 

participation rate of investors in the Fair Fund.

41. Within thirty (30) days after Commission approval of the Plan, the Fund 

Administrator shall:
8

(a) design and submit a Claims Packet, including the Plan Notice and the Claim 

Form, to the Commission staff for review and approval; 

(b) create a mailing and claim database of all Preliminary Claimants based upon 

information identified by the Fund Administrator;

(c) run a National Change of Address search to retrieve updated addresses for all 

records in the database, thereby ensuring the mailing information for 

Preliminary Claimants is up-to-date;

(d) email and/or mail a Claims Packet to each Preliminary Claimant identified by 

the Fund Administrator and to the Fund Administrator’s list of banks, brokers, 

and other nominees in accordance with paragraph 46 below;

(e) establish and maintain a website dedicated solely to the Fair Fund. The Fair 

Fund’s website, located at www.MomentusStableRoadFairFund.com will 

make available a copy of the approved Plan; provide information regarding 

the claims process and eligibility requirements for participation in the Fair 

Fund in the form of frequently asked questions; include in downloadable 

form, the Plan Notice and Claim Form and other related materials; and such 

other information the Fund Administrator believes will be beneficial to 

Preliminary Claimants;

(f) establish and maintain a toll-free telephone number, 888-817-6536 for 

Preliminary Claimants to call to speak to a live representative of the Fund 

Administrator during its regular business hours or, outside of such hours, to 

hear prerecorded information about the Fair Fund. The toll-free number will 

be listed on all correspondence from the Fund Administrator to Preliminary 

Claimants as well as on the Fair Fund’s website; and

(g) establish and maintain a traditional mailing address and an email address 

which will be listed on all correspondence from the Fund Administrator to 

Preliminary Claimants as well as on the Fair Fund’s website. 

42. The Fund Administrator will publish the Summary Notice on the internet and/or in 

print media acceptable to Commission staff three (3) times and will appear within ten (10) days of 

the initial mailing of the Claims Packet.

43. The Commission staff retains the right to review and approve any material posted on 

the Fair Fund’s website, any material mailed, and any scripts used in connection with any 

communication with Preliminary Claimants. 

44. In all materials that refer to the Claims Bar Date, the filing deadline will be clearly 

identified with the calendar date, which is ninety (90) days from the date of the initial mailing of the 

Claims Packet.
9

45. The Fund Administrator will promptly provide a Claims Packet to any Preliminary 

Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.

46. The Fund Administrator will send by mail, email, or other means, the Claims Packet

to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other 

institutions identified during the outreach process, that may have records of the Securities during the 

Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will request 

that these entities, to the extent that they were record holders for beneficial owners of the Securities:

(a) within fourteen (14) days of the Nominees’ or Custodians’ receipt of the 

Claims Packet, notify and send the Claims Packet to the respective beneficial 

owners, so that the beneficial owners may timely file a claim. The burden will 

be on the Nominees or Custodians to ensure the claims process information, 

including the Claims Form and other relevant materials, is properly 

disseminated to the beneficial owners; and/or

(b) provide to the Fund Administrator, within fourteen (14) days of receipt of the 

Claims Packet, a list of last known names and addresses for all beneficial 

owners for whom/which they purchased or acquired and sold or redeemed, as 

the record holder, the Securities during the Relevant Period, so that the Fund 

Administrator can communicate with the beneficial owners directly.

47. At the discretion of the Fund Administrator, in consultation with the Commission 

staff, a reasonable number of additional copies of the Claims Packet shall be made available to any 

Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.

48. Requests to the Fund Administrator for additional copies of the Claims Packet in 

excess of five hundred (500) are subject to approval by the Fund Administrator, in consultation with 

the Commission staff.

49. Documented reasonable out-of-pocket expenses incurred by the Nominees or the 

Custodians, which would not have been incurred but for compliance with paragraph 46 above, shall 

be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the discretion of 

the Fund Administrator, in consultation with the Commission staff. Unless otherwise determined by 

the Fund Administrator in consultation with the Commission staff, out-of-pocket expenses based on 

the following rates will be considered reasonable: 

(a) a maximum of $0.08 per Claims Packet, plus postage at the pre-sort postage 

rate per Claims Packet actually mailed; 

(b) a maximum of $0.05 per email of Summary Notice or Claims Packet link 

disseminated; or

(c) $0.20 per name, address, and email address provided to the Fund 

Administrator, up to a maximum of amount of $1,500.00.
10

50. The Fund Administrator will attempt to locate any Preliminary Claimant whose 

mailing is returned as “undeliverable” and will document all such efforts. The Fund Administrator 

shall use its best efforts to make use of commercially available resources and other reasonably 

appropriate means to obtain updated addresses in response to “undeliverable” notices, and forward 

any returned mail for which an updated address is provided or obtained. The Fund Administrator 

will make available, upon request by the Commission staff, a list of all Preliminary Claimants whose 

Claims Packet has been returned as “undeliverable” due to incorrect addresses and for which the 

Fund Administrator has been unable to locate current addresses.

Filing a Claim

51. To avoid being barred from asserting a claim, on or before the Claims Bar Date, each 

Preliminary Claimant must submit to the Fund Administrator a properly completed Claim Form 

reflecting such Preliminary Claimant’s claim, together with all required supporting documentation as 

the Fund Administrator, in its discretion, deems necessary or appropriate to substantiate the claim. 

Without limitation, this information may include third party documentary evidence of purchases and 

dispositions of Securities during the Relevant Period, as well as holdings of Securities at pertinent 

dates. 

52. Electronic claims submission is encouraged; the Plan Notice will include instructions 

on how Preliminary Claimants can submit their claims electronically via the Fair Fund’s website. If 

using theweb-based claim filing option, a Preliminary Claimant must submit his, her, or its claim to 

the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The Plan Notice will also 

include instructions for submission of claims if the Preliminary Claimant is unable to submit his, her, 

or its claim electronically. 

53. The burden will be upon the Preliminary Claimant to ensure that his, her or its Claim 

Form has been properly and timely received by the Fund Administrator. A Claim Form that is 

postmarked or otherwise received after the Claims Bar Date will not be accepted unless the deadline 

is extended by the Fund Administrator for good cause shown, after consultation with the 

Commission staff. 

54. All Claim Forms and supporting documentation necessary to determine a Preliminary 

Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of the Plan must 

be verified by a declaration executed by the Preliminary Claimant under penalty of perjury under the 

laws of the United States. The declaration must be executed by the Preliminary Claimant, unless the 

Fund Administrator accepts such declaration from a Person authorized to act on the Preliminary 

Claimant’s behalf, whose authority is supported by such documentary evidence as the Fund 

Administrator deems necessary. 

55. When submitting claims to the Fair Fund on behalf of its clients, all Third-Party 

Filers must use the electronic filing template provided by the Fund Administrator in this matter. 

Third-Party Filers that do not comply with the template and format provided by the Fund 

Administrator may be rejected. Third-Party Filers must also submit a signed master proof of claim 

and release, as well as proof of authority to file on behalf of the claimant(s) at the time the electronic 

file of transactions is submitted. Failure to do so may result in rejection of the claim.
11

56. Each Third-Party Filer must establish the validity and amount of each claim in its 

submission. Third-Party Filers must submit such supporting documentary evidence of purchases, 

dispositions, and holdings of Securities as the Fund Administrator deems necessary or appropriate to 

substantiate each individual claim. Without limitation, this includes the complete name of the 

Preliminary Claimant (beneficial account owner) and its TIN (for individuals) or EIN (for 

companies), sufficient contact information to confirm the identity of the beneficial owner, and 

documentation from the original bank, broker or other institution of purchases and dispositions of 

Securities (account statements, confirmations and other documentation of purchases and 

dispositions), as well as holdings of the Securities on pertinent dates. Documentation generated by 

the Third-Party Filer as well as affidavits in lieu of supporting documentation will not be accepted 

unless, for good cause, the Fund Administrator determines it acceptable. The Fund Administrator 

will have the right to request, and the Third-Party Filer will have the burden of providing to the Fund 

Administrator, any additional information and/or documentation deemed necessary by the Fund 

Administrator to substantiate the claim(s) contained in the submission. Documentation from a 

Third-Party Filer that is not acceptable to the Fund Administrator will result in rejection of the 

affected claim(s). The determination of the Fund Administrator to reject a claim for insufficient 

documentation, as reflected on the Determination Notice, is final and within the discretion of the 

Fund Administrator. 

57. The receipt of Securities by gift, inheritance, devise, or operation of law will not be 

deemed to be a purchase of Securities, nor will it be deemed an assignment of any claim relating to 

the purchase of such Securities unless specifically so provided in the instrument of inheritance. The 

recipient of Securities as a gift, inheritance, devise or by operation of law will be eligible to file a 

Claim Form and participate in the distribution of the Fair Fund to the extent the original purchaser 

would have been eligible under the terms of the Plan. Only one claim may be submitted with regard 

to the same transactions in Securities, and in cases where duplicative claims are filed by the donor 

and donee, the donee claim will be honored, assuming it is supported by proper documentation. 

58. Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29 U.S.C.§ 

1002(3), which do not include Individual Retirement Accounts and such plan’s participants, are 

properly made by the administrator, custodian or fiduciary of the plan and not by the plan’s 

participants. The Fund Administrator will distribute any payments on such claims directly to the

administrator, custodian or fiduciary of the retirement plan. The custodian or fiduciary of the 

retirement plan will distribute any payments received in a manner consistent with its fiduciary duties 

and the governing account or plan provisions. 

59. The Preliminary Claimant has the burden of notifying the Fund Administrator of a 

change in his, her or its current address and other contact information, and of ensuring that such 

information is properly reflected on the Fund Administrator's records.

Review of Claims and Deficiency Process

60. The Fund Administrator will review all claim submissions and determine the 

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data and 

supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary Claimant 

will have the burden of proof to establish the validity and amount of his, her or its claim. The Fund 

Administrator will have the right to request, and the Preliminary Claimant will have the burden of 
12

providing to the Fund Administrator, any additional information and/or documentation deemed 

relevant by the Fund Administrator. 

61. The Fund Administrator will provide a Claim Status Notice within ninety (90) days of 

the Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form with the 

Fund Administrator. The Claim Status Notice will provide to each Preliminary Claimant whose 

claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to provide 

required information or documentation). In the event the claim is denied, in whole or in part, the 

Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will also notify 

the Preliminary Claimant of the opportunity to cure any deficiency, request reconsideration, or 

dispute the determination made by the Fund Administrator and provide instructions regarding what 

is required to do so.

62. Any Preliminary Claimant with a deficient claim will have thirty (30) days from the 

date of the Claim Status Notice to cure any deficiencies identified in theClaim Status Notice.

63. Any Preliminary Claimant seeking reconsideration of a denied claim must advise the 

Fund Administrator in writing within thirty (30) days of the date ofthe Claim Status Notice. All 

requests for reconsideration must include the necessary documentation to substantiate the basis upon 

which the Preliminary Claimant is requesting reconsideration of his, her, or its claim. 

64. The Fund Administrator will have the authority, in its sole discretion, to waive 

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims. 

Claims Eligibility Determination

65. Within ninety (90) days of sending the Claims Status Notices, the Fund Administrator 

will complete all claims determinations and send a written notice to all Preliminary Claimants who 

timely submitted a Claim Form notifying the Preliminary Claimant of its eligibility determination. 

The Determination Notice will further provide to each Preliminary Claimant that they are 

determined to be an Eligible Claimant with his, her, or its calculated Recognized Loss. The 

Determination Notice will constitute the Fund Administrator’s final ruling regarding the eligibility 

status of the claim.

66. The Fund Administrator may consider disputes of an Eligible Claimant’s Recognized 

Loss calculation, if presented in writing to the Fund Administrator within thirty (30) days of the date 

of the Determination Notice. The Fund Administrator will consult with Commission staff as 

appropriate. The Fund Administrator will notify the Eligible Claimant in writing within thirty (30)

days of receiving a dispute of its determination, which will constitute the Fund Administrator’s final 

ruling regarding the loss calculations for the claim.

Distribution Methodology

67. Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid 

Claim Form and has suffered a Recognized Loss, as calculated in accordance with the Plan of 

Allocation, will be deemed an Eligible Claimant. 
13

68. No Distribution Payments will be made for less than $10.00. If an Eligible 

Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a distribution 

amount less than $10.00, that Eligible Claimant will be deemed ineligible to receive a Distribution 

Payment and his, her, or its distribution amount will be reallocated on a pro-rata basis to Eligible 

Claimants whose distribution amounts are greater than or equal to $10.00. All Eligible Claimants 

whose Recognized Loss calculates to a distribution amount equal to or greater than $10.00 will be 

deemed a Payee and receive a Distribution Payment.

Establishment of a Reserve

69. Before determining the amount of funds available for distribution and calculating 

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax 

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any 

unexpected expenditures (the “Reserve”).

70. After all disbursements and Administrative Costs are paid, any remaining amounts in 

the Reserve will become part of the Residual described in paragraph 87 below.

Preparation of the Payment File

71. Within ninety (90) days following the date of the Determination Notices described 

above, paragraph 65 above, the Fund Administrator will compile and send to the Commission staff 

the Payee information, including the name, address, calculated Recognized Loss, and the amount of 

the Distribution Payment for all Payees (the “Payee List”). The Fund Administrator will also 

provide a Reasonable Assurances Letter to the Commission staff, representing that the Payee List: 

(a) was compiled in accordance with the approved Plan; (b) is accurate as to Payees’ names, 

addresses, Recognized Losses and amounts of their Distribution Payment; (c) includes the number of 

Payees compensated; (d) the percentage of the Payee’s Recognized Loss being compensated by the 

disbursement from the Fair Fund, and if applicable, the total percentage to include all prior 

disbursements; (e) the total amount of funds to be disbursed; and (f) provides all information 

necessary to make a payment to each Payee.

The Escrow Account

72. Prior to the disbursement of funds from the Net Available Fair Fund, the Fund 

Administrator will establish an escrow account (the “Escrow Account”) with a United States 

commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve 

Act, Subpart D, 12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the “Bank”), 

pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by Commission staff.

73. The Fund Administrator, pursuant to the Escrow Agreement, shall also establish with 

the Bank a separate deposit account (e.g., controlled distribution account, managed distribution 

account, linked checking and investment account) (the “Distribution Account”), insured by the 

Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass through limit. The 

Distribution Account shall be linked with the Escrow Account and shall be named, and records 

maintained, in accordance with the Escrow Agreement. 
14

74. During the term of the Escrow Agreement, the portions of the Fair Fund transferred to 

the Escrow Account (the “Escrow Property”), shall be invested and reinvested in short-term U.S. 

Treasury securities backed by the full faith and credit of the United States Government or an agency 

thereof. The investment shall be, of a type and term necessary to meet the cash liquidity 

requirements for payments to Payees, tax obligations, and/or fees of the Tax Administrator and/or 

Fund Administrator, including investment or reinvestment in a bank account insured by the FDIC up 

to the guaranteed FDIC limit, or in money market mutual funds registered under the Investment 

Company Act of 1940 that invest 100% of their assets in direct obligations of the United States 

Government. 

75. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as necessary.

76. The Fund Administrator shall deposit or invest funds in the Escrow and Distribution 

Accounts so as to result in the maximum reasonable net return, taking into account the safety of such 

deposits or investments. In consultation with Commission staff, the Fund Administrator shall work 

with the Bank on an ongoing basis to determine an allocation of funds between the Escrow and 

Distribution Account.

77. All interest, dividends, and/or income earned by the Escrow Property will accrue for 

the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and 

Distribution Accounts will be the responsibility of the Fund Administrator, who may be reimbursed 

for said costs as provided in this Plan. No such Administrative Costs may be paid to the Bank, its 

agents, and/or its affiliates from the Escrow Property.

 Distribution of the Fair Fund

78. The Fund Administrator will seek to distribute the Net Available Fair Fund to all 

Payees only after all Claim Forms have been processed and all Preliminary Claimants whose claims 

have been rejected or disallowed, in whole or in part, have been notified and provided the 

opportunity to contest or cure pursuant to the procedures set forth herein.

79. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List and 

Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek an 

Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. § 

210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in accordance with 

the Payee List for distribution by the Fund Administrator in accordance with the Plan. All 

disbursements will be made pursuant to a Commission Order. 

80. Upon issuance of an Order to disburse, the Commission staff will direct the transfer of 

funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its best 

efforts to commence mailing Distribution Payment checks and/or effect wire transfers within ten 

(10) business days of the release of the funds into the Escrow Account. All efforts will be 

coordinated to limit the time between the Escrow Account’s receipt of the funds and the issuance of 

Distribution Payments.
15

81. All Distribution Payments will be issued by the Fund Administrator from the 

Distribution Account. All checks will bear a stale date of ninety (90) days from the date of issuance. 

Checks that are not negotiated by the stale date will be voided, and the Bank will be instructed to 

stop payment on those checks. A Payee’s claim will be extinguished if he, she, or it fails to 

negotiate his, her or its check by the stale date, and the funds will remain in the Fair Fund, except if a 

check reissue has been requested before the stale date, such request is governed by paragraph 90. 

82. All Distribution Payments will be preceded or accompanied by a communication that 

includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that the tax 

treatment of the distribution is the responsibility of each Payee and that the Payee should consult his, 

her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a statement that 

checks will be void and cannot be reissued after ninety (90) days from the date the original check 

was issued; and (d) contact information for the Fund Administrator for questions regarding the 

Distribution Payment. The letter or other mailings to Payees characterizing a Distribution Payment 

will be submitted to the Tax Administrator and Commission staff for review and approval. 

83. All Distribution Payments, either on their face or in the accompanying mailing, will 

clearly indicate that the money is being distributed from the Fair Fund established by the 

Commission to compensate investors for harm as a result of securities law violations. 

84. Distribution Payments must be made by check or electronic payment payable to the 

Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any Distribution 

Payment check or electronic Distribution Payment. Any other payment arrangement must be 

discussed with the Fund Administrator in consultation with the Commission staff and must be 

authorized by the Payee. Compensation to a Third-Party Filer for its services may not be paid or 

deducted from the Distribution Payment. 

85. If, after discussion with the Fund Administrator in consultation with the Commission 

staff, and authorization by the Payee(s), a Distribution Payment is to be made to a Third-Party Filer 

to distribute to the Payee(s), the Third-Party Filer will be required to complete a certification, which 

will require them, at a minimum, to attest that any distribution to the custodian, trustee, or 

investment professional representing multiple potentially eligible beneficial owners, will be 

allocated for the benefit of current or former pooled investors and not for the benefit of management. 

The certification form will be available on the Fair Fund website and upon request from the Fund 

Administrator. All such Third-Party Filers must have an auditable mechanism available to the Fund 

Administrator and the Commission staff to confirm that each Payee received the Distribution 

Payment directed to them. 

86. The submission of a Claim Form and the receipt and acceptance of a Distribution 

Payment by a Payee is not intended to be a release of a Payee’s rights and claims against any party.

87. Electronic or wire transfers may be utilized at the discretion of the Fund 

Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty (20) 

or more Payees. Wire transfers will be initiated by the Fund Administrator using a two-party check 

and balance system, whereby completion of a wire transfer will require an authorization by two 

members of the Fund Administrator’s senior staff.
16

88. At the discretion of the Fund Administrator, certain costs that were not factored into 

the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s Distribution 

Payment. In such situations, the Fund Administrator will immediately notify the Tax Administrator 

of the reduction in the Distribution Payment.

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

89. The Fund Administrator shall use its best efforts to make use of commercially 

available resources and other reasonably appropriate means to locate all Payees whose checks are 

returned to the Fund Administrator as “undeliverable.” If new address information becomes 

available, the Fund Administrator will repackage the distribution check and send it to the new 

address. If new address information is not available after a diligent search (and in no event no later 

than ninety (90) days after the initial mailing of the original check) or if the distribution check is 

returned again, the check shall be voided and the Fund Administrator shall instruct the issuing 

financial institution to stop payment on such check. If the Fund Administrator is unable to find a 

Payee’s correct address, the Fund Administrator, in its discretion, may remove such Payee from the 

distribution and the allocated Distribution Payment will remain in the Fair Fund for distribution, if 

feasible, to the remaining Payees.

90. The Fund Administrator will reissue checks to Payees upon the receipt of a valid, 

written request from the Payee prior to the initial stale date. In cases where a Payee is unable to 

endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or 

recipient is deceased) and the Payee or a lawful representative requests the reissuance of a 

Distribution Payment check in a different name, the Fund Administrator will request, and must 

receive, documentation to support the requested change. The Fund Administrator will review the 

documentation to determine the authenticity and propriety of the change request. If, in the discretion 

of the Fund Administrator, such change request is properly documented, the Fund Administrator will 

issue an appropriately redrawn Distribution Payment to the requesting party. Reissued checks will 

be void at the later of ninety (90) days from issuance of the original check or thirty (30) days from 

the reissuance, and in no event will a check be reissued after ninety (90) days from the date of the 

original issuance without the approval of Commission staff.

91. The Fund Administrator will make reasonable efforts to contact Payees who have 

failed to negotiate their Distribution Payment check and take appropriate action to follow up on the 

status of uncashed checks at the request of Commission staff. The Fund Administrator may reissue 

such checks subject to the time limits detailed herein. 

Administrative Costs

92. All Administrative Costs will be paid from the Fair Fund in accordance with the 

Commission’s Rules. 

Disposition of Undistributed Funds

93. If funds remain following the initial distribution, the Fund Administrator, in 

consultation with the Commission staff, may seek subsequent distribution of any available remaining 

funds, pursuant to the Commission’s Rules. 
17

94. A residual will be established for any amounts remaining after the final disbursement 

to Payees from the Fair Fund (the “Residual”). The Residual may include funds from, among other 

things, amounts remaining the Reserve, distribution checks that have not been cashed, checks or 

electronic payments that were not delivered or returned to the Commission, and tax refunds received 

due to the Fair Fund’s overpayment of taxes or for waiver of IRS penalties.

95. Upon completion of the final distribution, the Fund Administrator will direct the 

Bank to void/cancel all Distribution Payments, and return any funds remaining in the Escrow and 

Distribution Accounts to the Commission to become part of the Residual.

96. All funds remaining in the Residual that are infeasible to distribute to investors will 

be returned to the Commission and transferred to the U.S. Treasury after the final accounting is 

approved by the Commission.

Filing of Reports and Accountings

97. In accordance with Rule 1105(f) of the Commission’s Rules, the Fund Administrator 

shall provide to the Commission staff a progress report and a quarterly account statement in a format 

to be provided by Commission staff, within forty-five (45) days of the Commission’s approval of the 

Plan, and shall provide to Commission staff additional reports and quarterly account statements 

within ten (10) days after the end of every calendar quarter. Such progress reports shall inform the 

Commission staff of the activities and status of the Fair Fund during the reporting period, and shall 

specify, at a minimum, the location of the account(s) comprising the Fair Fund, including among 

other things, an interim accounting of all monies in the Fair Fund.

98. When the final distribution is completed, the Fund Administrator shall provide to 

Commission staff a final report summarizing all tasks undertaken and the outcome of its 

administrative efforts. The Fund Administrator shall make arrangement for the final payment of all 

Administrative Costs, and submit a final accounting of all monies received, earned, spent, and 

distributed in connection with the administration of the Plan in a format provided by the 

Commission staff. The Fund Administrator will also submit a report to the Commission staff 

containing the final distribution statistics regarding distributions to individuals and entities, and such 

other information requested by the Commission staff.

Miscellaneous

99. When administering this Plan, the Fund Administrator, and/or each of its designees, 

agents and assigns, may rely on: all applicable law; orders issued by the Commission, including 

orders issued by delegated authority; orders issued by an administrative law judge, if any, appointed 

in this proceeding; and any records, including records containing investor information, provided by 

Commission staff. 

100. Should any additional funds be received pursuant to Commission or Court order, 

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will be 

added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the 

Commission’s Rules. 
18

Wind-down and Document Retention

101. The Fund Administrator will shut down the website, P.O. Box and customer service 

telephone line(s) established specifically for the administration of the Fair Fund six (6) months after 

the transfer of any remaining funds to the Commission, or at such earlier time as the Fund 

Administrator determines with the concurrence of the Commission staff. 

102. The Fund Administrator will retain all materials submitted by Preliminary Claimants 

in either paper or electronic form for a period of six (6) years from the date of approval of a final 

fund accounting. Materials maintained in electronic form must be accessible and readable for the 

duration of retention. Pursuant to the Commission staff's direction, the Fund Administrator will 

either turn over to the Commission or destroy all materials, including documents in any media, upon 

expiration of this period.

Termination of the Fair Fund

103. The Fair Fund will be eligible for termination and the Fund Administrator will be 

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard 

accounting format provided by the Commission staff, has been submitted by the Fund Administrator 

and approved by the Commission; (b) all Administrative Costs have been paid; and (c) any amount 

remaining in the Fair Fund has been returned to the Commission for transfer to U.S. Treasury. 

104. Once the Commission has approved the final accounting, the Commission staff will 

seek an order from the Commission authorizing: (a) the transfer of any amounts remaining in the 

Fair Fund that is infeasible to return to investors, and any amounts returned to the Fair Fund in the 

future that are infeasible to return to investors, to the U.S. Treasury, subject to Section 21F(g)(3) of 

the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the Fund 

Administrator’s bond; and (d) termination of the Fair Fund.

105. Once the Fair Fund has been terminated and funds, if any, are transferred to the U.S. 

Treasury, no further claims will be allowed and no additional payments will be made whatsoever.
Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation is designed to compensate investors based on their losses suffered as 

a result of the Respondents’ conduct described in the Order,

1

involving false and misleading 

statements and omissions made in connection with the offer and sale of Stable Road common stock, 

Stable Road warrants, and Stable Road units (consisting of one share of common stock and one-half 

of one warrant) registered with the Commission and traded on the Nasdaq exchange with trading 

symbols SRAC, SRACW, and SRACU, respectively (the “Securities”). Investors will be 

compensated for losses on the Securities that they purchased or acquired between October 7, 2020 

and July 13, 2021 (the “Relevant Period”). Investors who did not purchase Securities during the 

Relevant Period, or who are an Excluded Party, are ineligible to recover under this Plan. 

Commission staff economists have calculated artificial inflation in the prices of the Securities 

over various date ranges surrounding certain corrective disclosures that Momentus and Stable Road

made2during the Relevant Period and the average closing prices of the Securities during the 

“Lookback Period” (defined below), as reflected in Table A and Table B, respectively.

The Fund Administrator will calculate the amount of loss for each share, warrant, or unit of 

the Securities purchased or acquired during the Relevant Period (“Recognized Loss per 

Transaction”) as follows: 

For each share, warrant, or unit of the Securities purchased or acquired on October 7, 2020

through July 13, 2021, and

A. Sold on or after October 7, 2020, and prior to the close of trading on July 13, 2021, 

the Recognized Loss per Transaction is the least of:

1. the amount of inflation on the purchase/acquisition date as set forth in its 

respective panel of Table A below for the security type minus the amount of 

inflation on the sale date as set forth in its respective panel in Table A for the 

security type; or

2. the purchase/acquisition price minus the sale price; or

3. the purchase/acquisition price minus the share redemption value, if the share 

of common stock was redeemed under the exercise of redemption rights.

1

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

2

 On January 25, 2021, Momentus announced that Kokorich had resigned as CEO, and also announced on March 31, 

2021 that Kokorich had placed his Momentus shares in a voting trust. In the Form S-4 registration statement filed on 

June 29, 2021, Momentus and SARC disclosed that the El Camino Real mission was unsuccessful and that its 

technology was not sufficiently reliable and efficient. ADD disclosure about national security risks and decline in 

Momentous’ valuation. SRAC also disclosed that Momentous was forced to reduce its financial projections due to 

adverse licensing decisions stemming from Kokorich’s national security risks, and contributed to a 50% decline in 

Momentous’ enterprise valuation, from $1.1 billion to less than $600 million.
2

B. Sold after the close of trading on July 13, 2021 and prior to the close of trading on 

August 12, 2021 (i.e., during the “Lookback Period”), the Recognized Loss per 

Transaction is the least of:

1. the amount of inflation per share on the purchase/acquisition date as set forth 

in its respective panel of Table A for the security type; or

2. the purchase/acquisition price minus the sale price; or

3. the purchase/acquisition price minus the share redemption value, if the share 

of common stock was redeemed under the exercise of redemption rights; or

4. the purchase/acquisition price minus the moving average closing price for the 

respective security type as set forth in its respective panel in Table B below.

C. Held as of the close of trading on August 12, 2021, the last day of the Lookback 

Period, the Recognized Loss per Transaction is the lesser of:

1. the amount of inflation on the purchase/acquisition date as set forth in its 

respective panel of Table A for the security type; or

2. the purchase/acquisition price minus the average closing price during the 

Lookback Period, as set forth in the last row of its respective panel in Table B 

for the respective security type.

If the Recognized Loss per Transaction calculates to a negative number, reflecting a gain, the 

Recognized Loss per Transaction will be $0.00. 

To avoid payment of a windfall, the Recognized Loss will be reduced by the amount of any 

compensation for the loss that resulted from the conduct described in the Order that was received 

from another source (e.g., class action settlement), to the extent known by the Fund Administrator.

All prices mentioned in the calculations exclude all taxes, fees and commissions. 

Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade” date 

as opposed to the “settlement” or “payment” date.

Additional Provisions

FIFO Methodology: For each security type separately, transactions for a Preliminary

Claimant who made multiple purchases/acquisitions and sales during the Relevant Period will be 

matched according to the first-in, first-out (“FIFO”) method. The earliest sales during the Relevant 

Period for each type of the Securities will be matched first against any holdings at the opening of the 

Relevant Period. Once the beginning holdings for each type of the Securities have all been matched, 

or in the event there are no beginning holdings, then any further sales will be matched against the 

earliest Relevant Period purchases/acquisitions and chronologically thereafter for each type of the 

Securities. 
3

Acquisitions: The receipt or grant of the Securities by gift, devise, inheritance, or operation 

of law during the Relevant Period is not considered an eligible purchase if the original purchase did 

not occur during the Relevant Period. Securities acquired outside of the Relevant Period will be 

excluded from the calculation of the Recognized Loss. 

Options and Derivatives: Stable Road common stock, warrants, and units are the only 

security types eligible for recovery under this Plan. Option contracts to purchase or sell the 

Securities are not securities eligible for recovery under the Plan. With respect to Securities 

purchased or sold through the exercise of an option, the purchase/sale date is the exercise date of the 

call and the assignment date of the put, and the purchase/sale price is the strike price of the call at the 

time of exercise and the strike price of the put at the time of assignment. Transactions in the 

Securities during the Relevant Period that are pursuant to, or in connection with, a swap or another 

derivative will not be eligible for a recovery and will be excluded from the Recognized Loss 

calculation.

Short Sales: If the sale date falls before the purchase date, then the Recognized Loss per 

Transaction will be $0.00. The date of covering a short sale is deemed to be the date of purchase of 

the Securities and the date of a short sale is deemed to be the date of sale of the Securities. The 

earliest Relevant Period purchases will be matched against any short position existing on the date 

prior to the start of the Relevant Period, and not be entitled to a recovery, until that short position is 

fully covered.

Recognized Loss: Recognized Loss will be the sum of the Recognized Loss per Transaction, 

as calculated above, on all purchases/acquisitions of the Securities during the Relevant Period. If the 

Recognized Loss calculates to a negative number (i.e., a gain), then the Recognized Loss will be 

$0.00.

Market Loss Limitation: If a Preliminary Claimant’s actual market loss on transactions in the 

Securities purchased/acquired during the Relevant Period is less than his, her or its Recognized Loss, 

then the Preliminary Claimant’s Recognized Loss shall be limited to the actual market loss amount. 

If the actual market loss calculates to a gain, then the Preliminary Claimant’s Recognized Loss will 

be $0.00. 

The actual market loss will be calculated for each type of the Securities as (a) the total 

purchase amount for shares, warrants, or units purchased/acquired during the Relevant Period less 

(b) the sales proceeds on any of those shares, warrants, or units sold or redeemed during the 

Relevant Period, and less (c) the holding value on the remaining of those shares, warrants or units, 

which for the purpose of this calculation, will be the price on the last date in Table B for the 

respective security type. For Preliminary Claimants who transacted in multiple security types, the 

actual market loss will be the sum of the market loss (or gain) on all security types, with a market 

gains offsetting market losses. 

Eligible Claimant: A Preliminary Claimant, who is not an Excluded Party, who submitted a 

valid Claim Form and has suffered a Recognized Loss, as calculated above, will be deemed an 

Eligible Claimant.
4

Allocation of Funds: If the Net Available Fair Fund is equal to or exceeds the sum of 

Recognized Losses of all Eligible Claimants, each Eligible Claimant’s distribution amount will equal 

his, her or its Recognized Loss, plus “Reasonable Interest” if applicable. If the Net Available Fair 

Fund is less than the sum of the Recognized Losses of all Eligible Claimants, each Eligible 

Claimant’s distribution amount will equal his, her or its “Pro Rata Share” of the Net Available Fair 

Fund (and no Reasonable Interest). In either case, the distribution amount will be subject to the 

“Minimum Distribution Amount.”

Reasonable Interest: If the Net Available Fair Fund exceeds that necessary to pay all Eligible 

Claimants their Recognized Losses in full, the Fund Administrator, in consultation with the 

Commission staff, may include interest in the distribution amount to compensate for the time value 

of money on Recognized Losses. Reasonable Interest will be calculated using the Short-term 

Applicable Federal Rate plus three percent (3%), compounded quarterly from the end of the 

Relevant Period through the approximate date of the disbursement of the funds. If there are 

insufficient funds to pay Reasonable Interest in full to all Eligible Claimants, Reasonable Interest 

will be awarded on a pro rata basis from the excess funds.

Pro Rata Share: A Pro Rata Share computation is intended to measure Eligible Claimants’ 

Recognized Losses against one another. The Fund Administrator shall determine each Eligible Claimant’s 

Pro Rata Share as the ratio of his, her, or its Recognized Loss to the sum of Recognized Losses of all 

Eligible Claimants.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00. An 

Eligible Claimant whose distribution amount (inclusive of Reasonable Interest, if any) is less than 

the Minimum Distribution Amount will be deemed ineligible to receive a Distribution Payment and 

his, her, or its distribution amount will be reallocated on a pro rata basis to Eligible Claimants 

whose distribution amounts are greater than or equal to the Minimum Distribution Amount. 

Payee: An Eligible Claimant whose distribution amount equals or exceeds the Minimum 

Distribution Amount will be deemed a Payee.

Distribution Payment: Payees will receive a Distribution Payment equal to his, her, or its 

distribution amount. In no event will a Payee receive from the Fair Fund more than his, her, or its 

Recognized Loss, plus Reasonable Interest, if applicable.
5

Table A: Inflation Schedules for Stable Road Securities

Inflation per Security

Date Range SRAC SRACW SRACU

October 7, 2020 through January 4, 2021 $10.88 $5.28 $11.66

January 5, 2021 through January 24, 2021 $9.60 $4.65 $9.75

January 25, 2021 $6.80 $3.49 $5.96

January 26, 2021 through March 7, 2021 $4.52 $1.97 $3.71

March 8, 2021 through May 23, 2021 $2.98 $1.49 $3.32

May 24, 2021 through July 13, 2021 $0.99 $0.80 $0.94

On or after July 14, 2021 $0.00 $0.00 $0.00

Table B: Moving Average Closing Price during Lookback Period Stable Road Securities

Moving Average Closing Price from July 14, 

2021 to Date Shown

Date SRAC SRACW SRACU

7/14/2021 $10.66 $2.36 $12.25

7/15/2021 $10.52 $2.25 $11.75

7/16/2021 $10.51 $2.18 $11.74

7/19/2021 $10.61 $2.19 $11.83

7/20/2021 $10.57 $2.16 $11.89

7/21/2021 $10.53 $2.15 $12.02

7/22/2021 $10.50 $2.14 $11.99

7/23/2021 $10.46 $2.14 $11.90

7/26/2021 $10.42 $2.12 $11.84

7/27/2021 $10.38 $2.09 $11.79

7/28/2021 $10.35 $2.07 $11.75

7/29/2021 $10.33 $2.06 $11.68

7/30/2021 $10.30 $2.03 $11.62

8/2/2021 $10.28 $2.01 $11.56

8/3/2021 $10.26 $1.99 $11.51

8/4/2021 $10.25 $1.96 $11.45

8/5/2021 $10.23 $1.94 $11.40

8/6/2021 $10.19 $1.92 $11.37

8/9/2021 $10.19 $1.90 $11.34

8/10/2021 $10.20 $1.91 $11.32

8/11/2021 $10.20 $1.91 $11.30

8/12/2021 $10.24 $1.93 $11.34