Exhibit 10.17


 


Certain information identified by “[***]” herein has
been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private
or confidential.


 


NATIONAL SECURITY AGREEMENT


 


This NATIONAL SECURITY AGREEMENT (“NSA”) is entered into
as of June 8, 2021 (the “Effective Date”) by and among: (i) Mikhail Kokorich, a Russian national (“Mr. Kokorich”),
in his individual capacity and on behalf of Nortrone Finance S.A., a Panamanian corporation (“Nortrone”); (ii) Lev Khasis,
a Russian national (“Mr. Khasis”), and Olga Khasis, a U.S. citizen (“Mrs. Khasis”), each in their respective individual
capacities and on behalf of Brainyspace LLC, a Delaware limited liability company (“Brainyspace,” and together with Mr. Kokorich,
Nortrone, Mr. Khasis, and Mrs. Khasis, the “Investors”); (iii) Momentus Inc., a Delaware corporation; and (iv) the U.S. Government
(“USG”), represented by the U.S. Departments of Defense (DoD) and the Treasury (“Treasury”) as the CFIUS Monitoring
Agencies (DoD and Treasury collectively, the “CMAs”), with each of the Transaction Parties (as defined below) and the CMAs
referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the Committee on Foreign Investment in the United
States (CFIUS) has received written notification, dated February 18, 2021 (together with all additional information and documentary materials
subsequently submitted to CFIUS by the Transaction Parties in connection therewith, the “Notice”), pursuant to Section 721
of the Defense Production Act of 1950, as amended (“Section 721”), of a transaction that was the subject of CFIUS Case 21-040,
as refiled on May 27, 2021 as CFIUS Case 21-102;


 


WHEREAS, the transaction involves the incorporation of Momentus
and multi-stage acquisitions and related investments between 2017 and 2020 that resulted in foreign control and ownership of
Momentus by the Investors (the “Transaction”);


 


[***]


 


WHEREAS, CFIUS has determined that the
Transaction constitutes a “covered transaction” for purposes of Section 721;


 


WHEREAS, CFIUS has undertaken a review and investigation of the effects
of the Transaction on the national security interests of the United States, including a risk-based analysis, as required by Section 721,
and has determined that there are risks to the national security of the United States that arise as a result of the Transaction;


 


WHEREAS, on June 8, 2021, the Transaction
Parties requested to withdraw the Notice on the basis that the Transaction would be voluntarily fully and permanently abandoned by means
of divestment by the Investors of all interest and rights that they held in Momentus in accordance with the terms of this NSA;


 






     


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


WHEREAS, CFIUS has reviewed the request to withdraw the Notice and
has determined that it


 


is necessary to enter into this NSA for purposes of effectuating
the abandonment of the Transaction and mitigating the risks to the national security of the United States that arise as a result of the
Transaction;


 


WHEREAS, each of the Transaction Parties understands that
Section 721(l)(3)(A)(ii) authorizes the CMAs, acting on behalf of CFIUS, to enter into an agreement with any party to a covered
transaction to effectuate the abandonment of a covered transaction and mitigate any risk to the national security of the United States
that arises as a result of a covered transaction, and that this NSA constitutes an agreement pursuant to that authority;


 


WHEREAS, each of the Transaction Parties affirms that it
is executing this NSA with the understanding that there is no presumption that a waiver or exception will be granted to any provision
of this NSA, and with the understanding that failure to abide by this NSA is subject to all remedies available to the USG; and


 


WHEREAS, each of the Transaction Parties affirms that there
are no side agreements or other arrangements among them that would preclude the execution and implementation of this NSA;


 


NOW, THEREFORE, by the authority vested in CFIUS by Section
721, and associated regulations, and Executive Order 11858 of May 7, 1975, as amended by Executive Order 13456, 73 Fed. Reg. 4677 (January
23, 2008), the CMAs, acting on behalf of CFIUS, hereby enter into this NSA with the Transaction Parties to address CFIUS’s national
security concerns on the following terms:


 


ARTICLE I: DEFINITION OF TERMS


 


As used in this NSA, capitalized terms shall be defined as
set forth below, provided that capitalized terms used in this NSA and not defined in this Article I shall have the meanings assigned
to them elsewhere in the NSA:


 


		A.	“Access” means to, or the right or ability to: (i) enter a physical space (“Physical
Access”); or (ii) obtain, read, copy, edit, divert, release, affect, alter the state of, or otherwise view information, data, or
systems in any form, whether remotely or electronically, including through information technology (IT) systems, cloud computing platforms,
networks, data, security systems, software, and hardware (“Logical Access”).



 


		B.	“Affiliate” means, with respect to a specified Person, any other Person that directly or
indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with such specified Person; provided
that, for purposes of this NSA, Momentus and each of its subsidiaries shall not be considered Affiliates of any of the Investors.



 


		C.	“Amended and Restated Voting Agreement” means that certain Amended and Restated Voting Agreement
by and among Momentus and certain stockholders thereof dated June 21, 2019.



 






    2


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		D.	“Business Identifier Information” means an entity’s: (i) business name, including
all names under which the business is known to be or has
been doing business; (ii) business address; (iii) business phone number, website address, and email address; (iv) employer identification
number or other domestic tax or corporate identification number.






 


		E.	“Communications” means direct or indirect contact or interaction, including in-person meetings,
email correspondence, telephone calls, video conferencing, facsimile correspondence, and any other oral, written, or electronic communications.



 


		F.	“Conditions” means Sections II.A–E, II.F.4, II.G, II.J–M, III.A–D, IV.A,
IV.B, IV.D, IV.E, V.A., VI, VII, VIII.A, X, and XI.A–B.



 


		G.	“Control” (including the terms “Controlled by” and “under common Control
with”) means the power, direct or indirect, whether or not exercised, to determine, direct, or decide important matters affecting
an entity.



 


		H.	“Divestment” means: (i) the sale of all direct and indirect Momentus Interests held or beneficially
owned by the Investors, their respective Affiliates, and the Related Parties to Momentus or a third party or parties, as a result of which
none of the Investors, their respective Affiliates, or the Related Parties directly or indirectly holds or beneficially owns any Momentus
Interests; and (ii) the payment of all proceeds from each sale to the Investors, or the final determination of the Transaction Parties,
subject to the CMAs’ non-objection in their sole discretion, that such payment will not occur.



 


		I.	“Momentus” means Momentus, Inc., a Delaware corporation, and following the SPAC Transaction
Closing Date, the publicly traded entity to be known as “Momentus Inc.” (NASDAQ: MNTS), together with its wholly owned subsidiaries.



 


		J.	“Momentus Interests” means: (i) all classes of stock in Momentus and its subsidiaries, including Class A Common Stock,
Class B Common Stock, FF Preferred Stock, Series Seed Preferred Stock, options to purchase additional common stock, and all shares of
capital stock issued upon the exercise of any options; (ii) any shares of capital stock of Stable Road Acquisition Corp (“SRAC”)
and its subsidiaries or in any successor entity to Momentus, SRAC, or their respective subsidiaries whether by merger, consolidation,
change of name or jurisdiction of incorporation, or by any other manner; and (iii) any security, convertible interest, instrument, or
agreement that confers or could confer voting or other governance rights with respect to Momentus, SRAC, their respective subsidiaries,
or any successor entity to the foregoing.



 


		K.	“Participate” means to be present in person, by phone, or by video conference for oral Communications
and to receive a copy of or be copied on any other Communications.



 


		L.	“Person” means any individual or entity.



 


		M.	“Personal Identifier Information” means an individual’s: (i) full name (last, first, middle); (ii) all other names
and aliases used; (iii) business address; (iv) country and city of residence; (v) date of birth; (vi) place of birth; (vii) U.S. Social
Security number (as applicable); (viii) national identity number, including
nationality, date and place of issuance, and expiration date (as applicable); (ix) U.S. or foreign passport number (if more than one,
all must be fully disclosed), nationality, date and place of issuance, and expiration date and, if a U.S. visa holder, the visa type
and number, date and place of issuance, and expiration date; and (x) dates and nature of foreign government and foreign military service
(as applicable), other than military service at a rank below the top two non-commissioned ranks of the relevant foreign country.






 






    3


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		N.	“Personnel” means any employee, director, officer, agent, consultant, contractor, or other
representative, and includes the respective successor or assigns of the foregoing. For the avoidance of doubt, Personnel of a Transaction
Party does not include any third-party business that is a contractor, consultant, or other representative of such Transaction Party to
the extent that the services provided by such third-party business to such Transaction Party are unrelated to Momentus and to the services,
if any, it provides to another Transaction Party.



 


		O.	“Protected Facility” means any location, facility, or premises, whether or not owned or leased
by Momentus, where: (i) Protected Technical Information is stored, processed, or may otherwise be Accessed; provided that the definition
of Protected Facility shall not include the locations, facilities, or premises of any third-party service provider that provides services
generally to a wide variety of Persons so long as any Protected Technical Information stored or processed at such locations, facilities,
or premises is not accessible to any Investor, the Affiliates of any Investor, or the Related Parties; or (ii) Momentus Personnel conduct
day-to-day operations; provided that the Security Director may, by written notification to the CMAs, exclude one or more personal
residences of Momentus Personnel from the definition of Protected Facility.



 


		P.	“Protected Systems” means any IT system, cloud computing platform, network, security system,
software, or hardware, wherever located, that stores, processes, or otherwise has Access to Protected Technical Information, and includes
any IT system that has Logical Access to the foregoing.



 


		Q.	“Protected Technical Information” means any proprietary technology, technical data, information,
or intellectual property (“IP”) that is: (i) not available in the public domain and is used to design, fabricate, develop,
test, produce, or manufacture any product or service of Momentus or that is licensed or assigned to Momentus, including processes, techniques,
or methods; or (ii) required for or resulting from the design, research and development, testing, production, and manufacture of any product
or service of Momentus or that is licensed or assigned to Momentus, and their associated IP. For the avoidance of doubt, Protected Technical
Information includes the foregoing as it relates to future products and services of Momentus (or that are licensed or assigned to Momentus
in the future), irrespective of whether it exists as of the Effective Date.



 


		R.	“Related Party” means: (i) any entity with respect to which any of the Investors meets the definition of Personnel or
in which any of the Investors or their Affiliates owns, directly or indirectly, a voting interest of five (5) percent or greater; (ii)
any individual who is an immediate family member of any of the Investors, including
a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, grandparent,
and any individual sharing the household of any of the Investors; and (iii) any Person engaged by or cooperating with any of the Investors,
formally or informally, for the purpose of circumventing this NSA.






 






    4


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		S.	“Resident U.S. Citizen” means an individual who holds U.S. citizenship, who is not a dual
citizen, and who resides in the United States during the term of this NSA.



 


		T.	“SPAC Transaction” means the contemplated mergers pursuant to the Agreement and Plan of Merger
dated October 7, 2020, as amended, by and among Momentus, SRAC, Project Marvel First Merger Sub, Inc. (“First Merger Sub”),
and Project Marvel Second Merger Sub, LLC (“Second Merger Sub”), pursuant to which First Merger Sub will merge with and into
Momentus, with Momentus being the surviving entity, immediately following which Momentus will merge with and into Second Merger Sub, with
Second Merger Sub being the surviving entity, as a result of which Momentus will be a publicly traded company (NASDAQ: MNTS).



 


		U.	“SPAC Transaction Closing Date” means the date on which the SPAC Transaction is completed.



 


		V.	“Technical Relationship” means any relationship with a Person that is not an employee of Momentus that contemplates the
provision of or collaboration on Protected Technical Information or its associated know-how, including research partnerships, joint ventures,
co-development arrangements, licensing agreements, customer relationships, consulting arrangements, and any other arrangements that could
provide Access to Protected Technical Information or any technology or IP derived therefrom.



 


		W.	“Transaction Parties” means Momentus and the Investors.



 


		X.	“Trustee” means, with respect to each of the Voting Trust Agreements, the Dorsey & Whitney
Trust Company LLC or a replacement appointed in accordance with Section II.F.



 


		Y.	“United States” or “U.S.” means the several States, the District of Columbia,
and any territory or possession of the United States.



 


		Z.	“Voting Trust Agreements” means any arrangement that sets forth the terms of each of the Investors relinquishing its ability
to direct the voting of Momentus Interests, including but not limited to the following agreements: (i) the Irrevocable Trust Agreement
of Mikhail V. Kokorich dated March 1, 2021; (ii) the Momentus Inc. Voting Trust Agreement dated March 1, 2021 relating to Nortrone Finance,
S.A.; (iii) the Irrevocable Trust Agreement of Olga Khasis dated March 1, 2021; and (iv) the Amended and Restated Limited Liability Company
Agreement of Brainyspace LLC dated March 1, 2021.



 




    5


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


ARTICLE II: VOLUNTARY VOTING TRUSTS AND GOVERNANCE


 


		A.	Voting Trust Agreements. The Investors shall, at all times until the Divestment is completed
in accordance with Article III, abide by the terms of the Voting Trust Agreements as modified from time to time in accordance with this
NSA; provided that in the event of a conflict between the terms of the Voting Trust Agreements and this NSA, the terms of this
NSA shall prevail. For the avoidance of doubt, any violation of the Voting Trust Agreements shall constitute a violation of this NSA.



 


		B.	New or Amended Voting Trust Agreements. Within fifteen (15) days following the Effective Date,
the Transaction Parties shall provide to the CMAs Voting Trust Agreements that are consistent in all respects with the requirements of
this NSA. For the avoidance of doubt, if the sale of all direct and indirect Momentus Interests held or beneficially owned by the Investors,
their respective Affiliates, and the Related Parties to Momentus occurs on the Effective Date, as a result of which none of the Investors,
their respective Affiliates, or the Related Parties directly or indirectly will hold or beneficially own any Momentus Interests, the Voting
Trust Agreements shall be amended to remove any Momentus directors, officers, or employees as “Momentus Voting Advisors” and
“Momentus Trust Protectors” and to reflect that Momentus shall have no further role or involvement with the Voting Trust Agreements.
The Investors shall render the Voting Trust Agreements compliant with the requirements of this NSA by creating new Voting Trust Agreements
or by amending the existing Voting Trust Agreements to conform to the requirements of this NSA. No new Voting Trust Agreement or amendment
of any Voting Trust Agreement shall become effective unless the CMAs, in their sole discretion, provide their prior written non-objection.
If the CMAs do not respond in writing within fourteen (14) days following receipt of the Voting Trust Agreements, Momentus shall send
the CMAs a written notice requesting a decision. If the CMAs do not respond to such request for decision within seven (7) days following
the receipt of such second request for decision, the lack of action shall constitute a non-objection. The Transaction Parties shall ensure
that the new Voting Trust Agreements or amendments, as applicable, are made effective immediately upon written CMA non-objection. The
CMAs shall have sole discretion to determine whether any Voting Trust Agreement, whether proposed or in effect, complies with the requirements
of this NSA. The Investors shall cause Investors’ trust counsel to deliver to the CMAs a legal memorandum in a form satisfactory
to the CMAs in their sole discretion regarding the validity of the trusts and the effectiveness of the new Voting Trust Agreements or
amendments.



 


		C.	Independence of the Trusts. The Investors shall not, and shall have no authority to, decide or
influence any aspect of the governance, operation, or management of the trusts subject to the Voting Trust Agreements.



 


		D.	Trustee and Security Director Requirements, Powers, and Responsibilities. The Transaction Parties
shall ensure, and shall ensure that the Voting Trust Agreements and governance documents of Momentus provide, that:



 


		1.	Each Trustee shall be a Resident U.S. Citizen who is eligible for a U.S. government personnel security
clearance, or a domestic entity, and who has no current or prior contractual, financial, or fiduciary relationship with the Transaction
Parties, their respective Affiliates, or the Related Parties. For the avoidance of doubt, the Dorsey & Whitney Trust Company LLC is
approved to continue to serve as the initial Trustee.



 






    6


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		2.	Momentus shall promptly, and in no event later than three (3) days following the CMA’s non-objection
to the nominee, ensure that an individual nominated by Momentus and subject to the non-objection of the CMAs is elected and installed
as a director of Momentus (the “Security Director”). The Security Director shall be a Resident U.S. Citizen who is eligible
for a U.S. government personnel security clearance and who has no current or prior contractual, financial, or fiduciary relationship with
the Transaction Parties, their respective Affiliates, or the Related Parties, except as otherwise approved in writing by the CMAs.



 


		3.	If at any time a registration statement on Form S-4 (the “Registration Statement”) has been declared effective by the
Securities and Exchange Commission (“SEC”) or the SEC has approved the filing of a definitive proxy statement (the “Proxy
Statement”), in either case in connection with a proposed transaction to make Momentus a publicly traded company, Momentus shall,
and shall ensure that SRAC shall, promptly solicit stockholder approval for the Security Director to serve on Momentus’ board of
directors following the SPAC Transaction Closing Date or the closing date of any other transaction by which Momentus becomes a publicly
traded company. To the extent necessary to ensure that the Security Director remains on Momentus’ board of directors until 2024
following the SPAC Transaction Closing Date or the closing date of any other transaction by which Momentus becomes a publicly traded company,
Momentus shall, after the Registration Statement becomes effective or Proxy Statement is filed and no later than one (1) business day
before the date of the special meeting of SRAC stockholders to approve the SPAC Transaction or any other transaction by which Momentus
becomes a publicly traded company, enter into agreement(s) with third-party stockholders of Momentus and/or SRAC. For the avoidance of
doubt, other than removal of the Security Director with the approval of the CMAs, Momentus’ failure to ensure that the Security
Director remains on Momentus’ board of directors until 2024 shall constitute a violation of this NSA and be subject to liquidated
damages pursuant to Article XII.



 


		4.	The Security Director shall possess qualifications appropriate for serving on the board of directors
of a publicly traded technology company, including technical expertise and business acumen.



 


		5.	Neither the Trustees nor the Security Director shall have a current or prior contractual, financial,
or fiduciary relationship with a current or former Russian government official or have traveled outside of the United States to meet with
a current or former Russian government official, unless
otherwise disclosed in writing to and approved by the CMAs.



 






    7


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		6.	At all times, the Security Director, in his or her sole discretion, shall have the authority to remove
and replace Momentus officers and employees.



 


		7.	The Security Director, in his or her sole discretion, shall have the right to review all contracts with
customers, third-party vendors and service providers, and all contracts related to Technical Relationships and Protected Technical Information
to ensure they comport with the obligations under this NSA. The Security Director shall have the right, in his or her sole discretion
and on behalf of Momentus, to block or terminate any contract that the Security Director determines in his or her sole discretion could
reasonably be expected to allow for actions contrary to this NSA, including provisions that the Security Director determines could reasonably
be expected to provide any of the Investors with Access to Protected Technical Information or could reasonably be expected to cause the
transfer of Protected Technical Information in a manner harmful to U.S. national security.



 


		8.	The Security Director, in consultation with the Security Committee (as defined below), shall develop
the annual budget for third-party services and other expenses necessary for Momentus to perform the obligations under this NSA and the
Voting Trust Agreements, consistent with the requirements in Section II.K.



 


		9.	The Security Officer (as defined below) shall report directly to the Security Director. The Security
Director shall be responsible for reviewing and approving any proposed amendments to the Security Plan and Communications Plan, prior
to submission to the CMAs, and any policies and procedures adopted by Momentus pursuant thereto, in each case in his or her sole discretion.



 


		10.	After the Security Director is installed as a director of Momentus’ board of directors and until
Momentus becomes a public company, the addition of any new director to the Momentus’ board of directors shall require, in addition
to any other applicable required approvals, the approval of the Security Director, to be granted or denied in his or her sole discretion.



 


		11.	After Momentus becomes a public company, the Security Director shall be a member of the Nominating and
Corporate Governance Committee (or equivalent committee) (the “NGC”) of Momentus’ board of directors. The NGC shall
consist of three (3) directors. Any individual nominated to serve as a director of Momentus’ board of directors after Momentus becomes
a public company shall require at least a majority of the members of the NGC voting in favor of such nominee, which majority must include
the Security Director. The Security Director shall consult with the CMAs on nominations to Momentus’ board of directors and exercise
this authority in his or her sole discretion, subject to such consultation with the CMAs.



 






    8


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		12.	By no later than the Effective Date, the Transaction Parties shall have amended the existing Amended and Restated Voting Agreement
to provide that, prior to the time Momentus becomes a public company, the Security Director may be removed only at the direction and with
the approval of the CMAs. The Transaction Parties shall submit the Amended and Restated Voting Agreement, as amended pursuant to this
section, to the CMAs within three (3) days following its revision and promptly resolve any concerns identified by the CMAs. After Momentus
becomes a public company, the Security Director may only be removed for cause and with the approval of: (i) the CMAs; and (ii) at least
two-thirds (2/3) of the voting power of the then-outstanding Momentus Interests entitled to vote generally in the election of directors
voting together as a single class.



 


		13.	If the Security Director recommends that a director be removed from Momentus’ board of directors due to an identified national
security concern, as determined by the Security Director in consultation with the CMAs, Momentus’ board of directors shall ask for
the resignation of such director. If such director does not resign, Momentus’ board of directors shall call a special meeting of
stockholders, in compliance with proxy rules under U.S. securities laws if Momentus is a public company, to vote on the removal of such
director; provided that if Momentus is not a public company, such stockholder vote may be by written consent. In either case, pending
such vote, Momentus shall ensure that such director does not receive any Protected Technical Information.



 


		14.	The Security Director shall have the power to exercise all voting rights in connection with the Momentus
Interests held or beneficially owned by the Investors in his or her sole discretion and until the sale of all direct and indirect Momentus
Interests held or beneficially owned by the Investors, their respective Affiliates, and the Related Parties to Momentus or a third party
or parties, as a result of which none of the Investors, their respective Affiliates, or the Related Parties directly or indirectly holds
or beneficially owns any Momentus Interests.



 


		15.	The Security Director shall serve as the primary liaison between Momentus’ board of directors
and the CMAs and provide timely responses to inquiries from the CMAs. The Security Director shall maintain availability, upon reasonable
notice from the CMAs, for discussions with the CMAs on matters relating to Momentus’ governance and compliance with this NSA.



 


		16.	Within thirty (30) days following the appointment of the Security Director, Momentus’ board of
directors shall establish a board-level security committee (the “Security Committee”) of at least one (1) and no greater than
three (3) directors. The Security Director shall be the Chairman of the Security Committee. The Security Committee shall be responsible
for overseeing Momentus’ development and implementation of policies and procedures to safeguard Protected Technical Information,
Protected Systems, and Protected Facilities in order to ensure compliance with this NSA. The Security Committee shall exercise appropriate
oversight and monitoring of Momentus’ operations to ensure that the protective measures contained in this NSA are effectively maintained
and implemented.



 






    9


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		17.	As of the Effective Date and before and after Momentus becomes a public company, Momentus shall promptly notify the CMAs in writing
of any changes to the composition of Momentus’ board of directors or any committee thereof and provide, for any new directors, Personal
Identifier Information and contact information. Momentus shall, subject to its obligations under U.S. federal, state, and local laws and
regulations, work in good faith to answer any questions the CMAs submit in relation to such directors.



 


		E.	Initial Security Director Nomination. By no later than seven (7) days following the Effective
Date, Momentus shall nominate the Security Director, including the information required for such nomination under
Subsection II.F.2. The CMAs may grant or withhold their non-objection to the Security Director in their sole and absolute
discretion. If the CMAs do not respond in writing within fourteen (14) days following the Effective Date, Momentus shall send the
CMAs a written notice requesting a decision. If the CMAs do not respond to such request for decision within seven (7) days following
receipt of such second request for decision, the lack of action shall constitute a non-objection.



 


		F.	Appointment, Vacancies, and Removal.



 


		1.	For any Person the Investors nominate to fill a Trustee vacancy, the applicable Investor shall provide
complete Personal Identifier Information (for individuals) or Business Identifier Information (for entities), a curriculum vitae or
similar professional synopsis accounting for all periods of time consisting of three consecutive months or longer beginning with graduation
from high school or the equivalent, contact information, and any other information requested by the CMAs for each nominee to ensure that
the nominee can effectively perform the obligations set forth in this NSA and the Voting Trust Agreements.



 


		2.	For any Person Momentus nominates to be a Security Director initially or to fill a vacancy, Momentus
shall provide complete Personal Identifier Information, a curriculum vitae or similar professional synopsis accounting for all
periods of time consisting of three consecutive months or longer beginning with graduation from high school or the equivalent, contact
information, and any other



information requested by the CMAs for each nominee to ensure
that the nominee can effectively perform the obligations set forth in this NSA.


 


		3.	In the case of the initial appointment of the Security Director, such appointment is subject to the CMAs having approved the nominee
pursuant to Section II.E. In the case of other appointments of the Trustees or the Security Director, if the CMAs do not respond in writing
within fourteen (14) days following receipt of all necessary information about each nominee, as determined by the CMAs in their sole discretion,
Momentus or the applicable Investor shall send the CMAs a written notice requesting a decision. If the CMAs do
not respond to such request for decision within seven (7) days following receipt of such second request for decision, the lack of action
shall constitute a non-objection. If the CMAs object to one or more nominees, Momentus or the applicable Investor shall nominate a different
nominee within seven (7) days following receipt of any such objection, subject to the same procedures as the initial nomination. Momentus
or the applicable Investor shall appoint each nominee as a Trustee or Security Director, as applicable, within three (3) days following
the non-objection of the CMAs.






 






    10


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		4.	The applicable Investor shall notify the Third-Party Monitor and the CMAs within twenty-four (24) hours
of becoming aware of the planned or actual resignation, death, disability, or other circumstance creating a vacancy in any Trustee position.
Within fourteen (14) days following a vacancy occurring, the applicable Investor shall nominate a Person to fill such vacancy, subject
to the procedures set forth in Subsection II.F.1.



 


		5.	Momentus shall notify the Third-Party Monitor and the CMAs within twenty-four (24) hours of becoming aware of the planned or actual
resignation, death, disability, or other circumstance creating a vacancy in the Security Director position. Within fourteen (14) days
following a vacancy occurring, Momentus shall nominate a Person to fill such vacancy, subject to the procedures set forth in Subsection
II.F.2.



 


		6.	Until the Divestment is completed in accordance with Article III, the Investors shall not remove any of the Trustees without the prior
written non-objection of the CMAs, which the CMAs may withhold in their sole and absolute discretion. Neither the Trustees nor the Investors
shall remove the Security Director.



 


		7.	The CMAs may, in their sole and absolute discretion, remove any of the Trustees should the CMAs lose confidence in the abilities of
any of the Trustees to perform their obligations under this NSA or the Voting Trust Agreements, or determine that any of the Trustees
have, intentionally or through negligence, failed to meet their obligations or undermined the effectiveness of this NSA or the Voting
Trust Agreements. The applicable Investor shall promptly, and in any event within forty-eight (48) hours of removal or CMAs’ written
notice to such Investor of an intention to remove, nominate a replacement Trustee, subject to the procedures as set forth in Subsection
II.F.1. In all cases, the CMAs shall have the sole discretion whether or not to provide notice prior to removal
of any Trustee.






 


		G.	Non-Interference and Non-Circumvention. The Investors shall not, and shall use their reasonable best efforts to ensure that
the Related Parties do not, take any action to influence, interfere with, or otherwise involve themselves in the Security Director’s
decisions and actions under this NSA and the Voting Trust Agreements, including the power to exercise voting and governance rights in
Momentus, administer the Divestment in accordance with this NSA, and to manage and oversee Momentus’ business operations. An Investor
or Related Party shall be presumed to have attempted to influence, interfere with, or otherwise involve themselves in the Security Director’s
decisions in violation of this Section II.G if the Investor or Related Party, as the case may be, engages in Communications with the
Security Director; provided that an Investor or Related Party shall not be deemed to have violated this Section II.G by having
made Permitted Communications within the meaning of Article VI. The burden shall be on an Investor to rebut the presumption that the
Investor or a Related Party sought to influence or interfere with the Security Director’s decision. The CMAs shall have sole discretion
to determine whether the parties have met their burden to rebut the presumption and whether a presumed attempt constitutes a violation
of this NSA. Momentus shall ensure that the Security Director promptly, and in any event within twenty-four (24) hours of discovery,
reports any actual or potential violation of this NSA or the Voting Trust Agreements to the Third-Party Monitor and the CMAs.






 






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    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		H.	Trustee Duty of Loyalty. Until the Divestment is completed in accordance with Article III, the Trustees shall, in exercising
their obligations under this NSA and the Voting Trust Agreements, owe fiduciary duties to CFIUS and Momentus, and where not inconsistent
with those duties shall act in good faith to protect the legitimate interests of the Investors; provided that the Trustees shall
perform their duties in a manner that they reasonably believe to be, in descending order: (1) first, in the national security interest
of the United States as determined by the CMAs; and (2) second, where not inconsistent with the national security interest of the United
States, in the best interests of Momentus and the Investors, in each case subject to this NSA (collectively, the “Duty of Loyalty”)
and in a manner consistent with all legal and contractual requirements. To the extent that a Trustee believes that a conflict of interest
may exist between her or his fiduciary duties to Momentus and the Duty of Loyalty, the Trustee shall promptly inform the CMAs of such
conflict.



 


		I.	Security Director Duties. Momentus shall ensure that the Security Director, in exercising his or her obligations under this
NSA and the Voting Trust Agreements and to the extent consistent with the Security Director’s duties to Momentus and its stockholders
under Delaware law, owes fiduciary duties to CFIUS. To the extent that the Security Director believes that a conflict of interest is reasonably
likely to exist between her or his fiduciary duties under Delaware law to Momentus and/or its stockholders, the Security Director shall
promptly inform the CMAs of such conflict.



 


		J.	Indemnification. Momentus shall ensure that the Trustees and Security Director are indemnified
and held harmless from any and all claims arising from or in any way connected to their performance as Trustee or the Security Director,
as applicable, except for their own individual gross negligence or willful misconduct.



 


		K.	Resources. Momentus shall ensure that the Trustees and the Security Director have sufficient resources
to perform their obligations under this NSA and the Voting Trust Agreements including, but not limited to, the resources to engage the
Third-Party Monitor and Third-Party Auditor described in Articles V and VIII. The Trustees shall, and Momentus shall instruct the Security
Director to, promptly notify and consult with the CMAs should they believe, in their sole discretion, that they have insufficient resources
to perform their obligations under this NSA and the Voting Trust Agreements; provided that this Section II.K shall not be
interpreted to entitle the Trustees or the Security Director to compensation where the Voting Trust Agreements or other applicable arrangements
do not otherwise provide for such compensation.






 






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    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		L.	Amendment and Termination. Until the Divestment is completed in accordance with Article III, the Investors shall not
                                                          agree to or execute any amendment, waiver, or termination of the Voting Trust Agreements without the prior non-objection of the
                                                          CMAs. The applicable Investor shall submit a draft of any proposed amendment, waiver, or termination to the CMAs and resolve any
                                                          concerns raised by the CMAs prior to executing any such amendment, waiver, or termination. If the CMAs do not respond in writing
                                                          within fourteen (14) days following receipt of a draft, the applicable Investor shall send the CMAs a written notice requesting a
                                                          decision. If the CMAs do not respond to such second request for decision within seven (7) days following the receipt of such request
                                                          for decision, the lack of action shall constitute a non-objection and the applicable Investor may execute the amendment, waiver, or
                                                          termination; provided that the applicable Investor shall provide a final, executed copy
of any such amendment, waiver, or termination to the CMAs within three (3) days following its execution. If the CMAs object, the Investor
shall not agree to or execute the proposed amendment, waiver, or termination.






 


		M.	Validity. Until the Divestment is completed in accordance with Article III, the Investors shall ensure that the Voting Trust
Agreements are and remain valid under applicable state law until terminated in accordance with their terms and this NSA. In the event
that any Voting Trust Agreement’s validity is challenged under applicable state law, the applicable Investor shall represent and enforce the USG’s
interest in preserving the Voting Trust Agreement as negotiated. In the event that any Voting Trust Agreement becomes invalid under applicable
state law, the applicable Investor shall immediately notify the CMAs in writing and shall promptly thereafter propose an amendment to
remedy the affected provisions in accordance with Section II.L. The CMAs may, as necessary in their sole discretion, require the amendment
of the Voting Trust Agreements to address any potential gaps created by the invalidity and the applicable Investor shall promptly execute
such amendment.






 


		N.	Confidentiality. The Investors may request that their respective activities and Communications
with the CMAs pertaining to their Voting Trust Agreements under this NSA be kept confidential from the other Investors.



 


ARTICLE III: VOLUNTARY DIVESTMENT


 


		A.	Standstill. As of the Effective Date and at all times thereafter, the Investors shall not, and shall use their reasonable best
efforts to ensure that their Affiliates and the Related Parties do not, acquire, directly or indirectly, any additional Momentus Interests
including through open-market purchases; except that once Momentus is a public company, indirect acquisitions of Momentus Interests
through a mutual fund or exchange-traded fund over which no Investor exercises any discretion or control shall not constitute a violation
of this Section III.A. The Investors shall not acquire, directly or indirectly, any asset or any interest in any asset that is owned by or licensed or assigned
to Momentus as of the Effective Date. The Investors shall not exercise any pre-existing right related to the governance, management,
or operation of Momentus, and shall not acquire any additional such right.






 






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    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		B.	Accelerated Divestment. On the Effective Date, the Transaction Parties shall execute the Stock Repurchase Agreements in the
forms at Annex A (with respect to Mr. Kokorich’s Momentus Interests), Annex B (with respect to Nortrone’s Momentus Interests),
and Annex C (with respect to Brainyspace’s Momentus Interests) and effect the repurchase of all such Momentus Interests by Momentus
from the applicable Investors in accordance therewith. The Transaction Parties shall comply with the terms of the Stock Repurchase Agreements
in all respects. The Transaction Parties shall not amend or otherwise alter in any way the Stock Repurchase Agreements in the forms at
Annexes A, B, and C, or any of the terms or obligations contained therein, without the CMAs’ prior written approval. For the avoidance
of doubt, the Transaction Parties’ obligation to complete the Divestment shall not be deemed fulfilled until the CMAs so determine,
in their sole discretion, in accordance with Section III.C.



 


		1.	In order to enable CFIUS to verify that the Divestment is fully completed and enable effective enforcement of the terms of this NSA,
the Transaction Parties shall ensure that each of the Stock Repurchase Agreements requires that, with respect to each Consummation Date
(as defined in the Stock Repurchase Agreements), (a) [***] percent [***]%of the Divestment proceeds owed to each of Mr.
Kokorich and Nortrone and (b)[***] percent [***]%) of the Divestment proceeds owed to Brainyspace shall be deposited into
an escrow account (the “Approved Divestment Escrow Account”) in the United States and held for the benefit of the applicable
Investor. The Transaction Parties shall ensure that the Approved Divestment Escrow Account is managed by an escrow agent pursuant to an
escrow agreement, with each of the escrow agent and escrow agreement subject to the prior written approval of the CMAs. The Transaction
Parties shall ensure that the escrow agreement provides that the funds held in the Approved Divestment Escrow Account shall be disbursed
upon the joint written instruction of an authorized representative of Momentus and the applicable Investor. Momentus and the applicable
Investor shall ensure that such joint written instruction is delivered promptly upon, and only upon, the following conditions being met:
(i) the Third-Party Auditor has delivered an Audit report to the CMAs for a period that includes the relevant Consummation Date, (ii)
fifteen (15) days has passed following delivery of such Audit report to the CMAs (the “Determination Period”), and (iii) CFIUS
has not determined and informed the Transaction Parties in writing that one or more Investors is responsible for a material violation
of this NSA. Notwithstanding the quarterly audit schedule set forth in Section VIII.F, Momentus shall request and pay for an additional
Audit immediately upon the funds being placed in the Approved Divestment Escrow Account, the results of which shall be delivered to the
CMAs in an Audit report and trigger the start of the Determination Period. In the event that CFIUS determines and informs the Transaction
Parties in writing, before the Determination Period expires, that one
or more Investors is responsible for a material violation of this NSA (a “Violation Notification”), Momentus shall ensure
that the portion of the Divestment proceeds held in the Approved Divestment Escrow Account corresponding to the Investor or Investors
identified by CFIUS as responsible for the material violation remains in the Approved Divestment Escrow Account until such time that
CFIUS determines and informs the Transaction Parties that the material violation has been resolved to CFIUS’s satisfaction. If
CFIUS has not provided a Violation Notification before the Determination Period expires, the restrictions on the Divestment proceeds
under this Subsection III.B.1 shall no longer apply to the applicable Divestment proceeds, and Momentus shall take all necessary action
to cause the Divestment proceeds held in the Approved Divestment Escrow Account to be released to the applicable Investors.






 






    14


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		C.	CMA Discretion and Verification. The CMAs shall have the sole discretion to determine whether the Divestment has been completed
for purposes of this NSA. Subject to Subsection III.B.1, within twenty-four (24) hours of its becoming available, Momentus shall provide
documentation sufficient to establish that all payments under the Share Repurchase Agreements, executed in the forms at Annexes A, B,
and C, have been disbursed and accompanied by a certification, or, if no payments are to be disbursed, until such agreements are terminated
and the Transaction Parties certify to the CMAs that Momentus will not disburse any payments in connection with the Divestment.



 


Momentus shall provide copies of all documents governing
the terms of the Divestment, or any portion thereof, to the CMAs within twenty-four (24) hours of execution. Within three (3) days following
a request from the CMAs, the Transaction Parties shall further provide any other documentation demonstrating the Transaction Parties’
progress toward or completion of the Divestment.


 


		D.	Status Reports. Until the Divestment is completed, Momentus shall cooperate with the Trustees
and the Security Director to submit reports to the CMAs detailing progress toward, and the status of, the Divestment, including copies
of relevant documents:



 


		1.	at least once every fourteen (14) days following the Effective Date;



 


		2.	within three (3) days following any material development, including filings made with the SEC; correspondence
to or from the SEC; buyer(s) conducting due diligence, buyer(s) submitting a bid, entry into a term sheet, execution of definitive transaction
documents, or closing of a transaction; and



 


		3.	within three (3) days following a request from the CMAs.



 


ARTICLE IV: SECURITY OFFICER


 


		A.	Appointment. Momentus shall at all times employ a security officer (the “Security Officer”)
who reports directly to the Security Director and is responsible for overseeing the compliance with this NSA. The appointment of the Security
Officer shall be subject to the prior non-objection of the CMAs. By no later than the Effective Date, Momentus shall have nominated a
Security Officer. When nominating a Security Officer, both in the case of the initial appointment and the filling of a vacancy, Momentus
shall provide complete Personal Identifier Information, a curriculum vitae or similar professional synopsis, contact information,
and any other information requested by the CMAs to ensure that the individual can effectively perform the obligations set forth in this
NSA. The replacement of the Security Officer shall be subject to the terms and conditions of this Article IV and shall be subject to the
CMAs non-objection. If the CMAs do not respond in writing within fourteen (14) days following the Effective Date in the case of the initial
Security Officer nomination, or, in all other cases, within fourteen (14) days following receipt of all necessary information about the
nominee, as determined by the CMAs in their sole discretion, Momentus shall send the CMAs a written notice requesting a decision. If the
CMAs do not respond to such request for decision within seven (7) days following the receipt of such second request for decision, the
lack of action shall constitute a non-objection. If the CMAs object, Momentus shall nominate a different candidate within seven (7) days
following receipt of any such objection, subject to the same procedures as the initial nomination. Momentus shall appoint the Security
Officer within three (3) days following the non-objection of the CMAs.



 






    15


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		B.	Removal and Replacement. Momentus shall not remove the Security Officer without the prior written consent of the CMAs. Should
the CMAs, in their sole discretion, lose confidence in the abilities of the Security Officer to perform his or her duties under this NSA
or determine that he or she has, intentionally or negligently, failed to meet his or her obligations or has otherwise undermined the effectiveness
of this NSA, the CMAs may direct Momentus to remove the Security Officer and Momentus shall promptly, and in any event within forty-eight
(48) hours, remove the Security Officer. In the event of a vacancy in the Security Officer position, Momentus shall notify the CMAs within
twenty-four (24) hours and shall nominate a replacement Security Officer within three (3) days. Concurrently with the nomination of a
replacement Security Officer, Momentus shall provide complete Personal Identifier Information, a curriculum vitae or similar professional
synopsis, contact information, and any other information requested by the CMAs to ensure that the individual can effectively perform the
obligations set forth in this NSA. If the CMAs do not respond in writing within fourteen (14) days following receipt of all necessary
information about the nominee, as determined by the CMAs in their sole discretion, Momentus shall send the CMAs a written notice requesting
a decision. If the CMAs do not respond to such request for decision with seven (7) days following receipt of such request for decision,
the lack of action shall constitute a non-objection. If the CMAs object, Momentus shall nominate a different candidate within seven (7)
days following of any such objection, subject to the same procedures as the initial nomination. Momentus shall appoint the Security Officer
within three (3) days following the non-objection of the CMAs. During any vacancy, Momentus shall ensure that the Chief Executive Officer
of Momentus fulfills the obligations of the Security Officer.



 


		C.	Qualifications. Momentus shall ensure that the Security Officer is a Resident U.S. citizen who
is eligible for a U.S. government personnel security clearance and who possesses qualifications appropriate for implementing and overseeing
compliance with this NSA. Momentus shall ensure that the Security Officer has no current or prior contractual, financial, or fiduciary
relationship with any of the Investors, their respective Affiliates, or the Related Parties. Momentus shall ensure that the Security Officer
has the appropriate senior-level authority and the necessary technical skills and resources within Momentus to ensure implementation of
and compliance with this NSA. The Security Officer may hold other titles and responsibilities within Momentus, provided that such
other responsibilities do not prevent the Security Officer from fully performing his or her obligations hereunder. The Security Officer
shall also be subject to the restrictions on contact with Russian government officials under Subsection II.D.5.



 


		D.	Responsibilities. Momentus shall ensure that the Security Officer’s primary responsibility
is overseeing day-to-day compliance with this NSA and any compliance plans adopted hereunder. Momentus shall ensure that the Security
Officer serves as a liaison between Momentus and the CMAs, provides timely responses to inquiries from the CMAs, and maintains availability,
upon reasonable notice from the CMAs, for discussions with the CMAs on matters relating to compliance with this NSA. Momentus shall ensure
that the Security Officer Participates in all emails, phone calls and in-person meetings between Momentus and the CMAs. Momentus shall
also ensure that the Security Officer reports any actual or potential violation of this NSA to the CMAs as soon as practicable, but in
any event within twenty-four (24) hours of learning of any such actual or potential violation.



 


		E.	Costs. Momentus shall be responsible
for all costs associated with the Security Officer. 



 






    16


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


ARTICLE V: THIRD-PARTY
MONITOR


 


		A.	Engagement. By no later than the Effective Date, Momentus shall have identified to the CMAs an independent third-party monitor
(the “Third-Party Monitor”) to monitor the Transaction Parties’ compliance with this NSA and serve as a point of contact
for the CMAs. Momentus shall not remove or replace the Third-Party Monitor without the prior non-objection of the CMAs. The written non-objection
of the CMAs shall be conditioned upon the nomination by Momentus of a replacement Third Party Monitor which is acceptable to the CMAs
in their sole and absolute discretion. In the case of the replacement of a Third-Party Monitor with a replacement Third-Party Monitor
approved by the CMAs, Momentus shall appoint the new Third-Party Monitor concurrently with the removal of the existing Third-Party Monitor
to ensure that there are no gaps in coverage. The CMAs, in their sole and absolute discretion, may direct Momentus to terminate the Third-Party
Monitor without approval from the Transaction Parties. In the event that there is a vacancy in the Third-Party Monitor position due to
removal by the CMAs, resignation by the Third-Party Monitor, or otherwise, Momentus shall nominate a replacement Third-Party Monitor within
three (3) days following such vacancy occurring. Momentus shall provide sufficient information requested by the CMAs to assess the nominee.
If the CMAs do not respond in writing within fourteen (14) days following the Effective Date in the case of the initial Third-Party Monitor
nomination, or, in all other cases, within fourteen (14) days following receipt of all information relating to the nominee, as determined
by the CMAs in their sole discretion, Momentus shall send the CMAs a written notice requesting a decision. If the CMAs do not respond
to such request for decision within seven (7) days following the receipt of such second request for decision, the lack of action shall
constitute a non-objection. If the CMAs object to the proposed nominee, Momentus shall submit a nomination for a different candidate within
seven (7) days following receipt of any such objection, subject to the same procedures as the initial nomination. Momentus shall engage
the Third-Party Monitor within three (3) days following the non-objection of the CMAs to the Third-Party Monitor. If a replacement Third-Party
Monitor has not been appointed within thirty (30) days following any vacancy, the CMAs may fill the vacancy by directing Momentus to engage
a candidate meeting the qualifications set forth in Section V.B.



 


		B.	Qualifications. Momentus shall ensure that the Third-Party Monitor is incorporated and has its principal place of business
in the United States and possesses qualifications appropriate for monitoring compliance with this NSA, including experience with critical
technologies and cybersecurity. For any Third-Party Monitor candidate, Momentus shall submit to the CMAs Business Identifier Information
and a detailed professional synopsis of the nominee’s experience, as well as any additional information requested by the CMAs. At
the time of the nomination, Momentus shall ensure that the Third-Party Monitor has no current or prior contractual, financial, or fiduciary
relationship with any of the Transaction Parties, their respective Affiliates, or the Related Parties. Momentus shall ensure that the
Third-Party Monitor does not owe any obligation to any of the Transaction Parties, their respective Affiliates, or the Related Parties
that would limit the independence of the Third-Party Monitor or inhibit the Third-Party Monitor from sharing any information with the
CMAs that the Third-Party Monitor or the CMAs deem relevant to ensuring the Transaction Parties’ compliance with this NSA.



 


		C.	Monitoring Agreement. By no later than the Effective Date, Momentus shall have submitted a draft of a monitoring agreement
(the “Monitoring Agreement”) with the Third-Party Monitor identified to the CMAs under Section V.A to the CMAs. Momentus shall
resolve any concerns raised by the CMAs with respect to the Monitoring Agreement and submit a revised draft of the Monitoring Agreement
to the CMAs within five (5) days following receipt of the CMAs’ comments. If the CMAs do not object in writing within fourteen (14)
days following the Effective Date in the case of the initial Monitoring Agreement, or, in all other cases, fourteen (14) days following
receipt of any draft of the Monitoring Agreement, Momentus shall send the CMAs a written notice requesting a decision. If the CMAs do
not respond to such request for decision within seven (7) days following the receipt of such second request for decision, the lack of
action shall constitute a non-objection. Within three (3) days following the non-objection of the CMAs to the Monitoring Agreement, Momentus
shall enter into the Monitoring Agreement with the Third-Party Monitor. The Monitoring Agreement must have been approved in writing by
the CMAs, in their sole discretion, before it may come into effect. Momentus shall ensure that the executed Monitoring Agreement is not
amended or terminated without the prior written approval of the CMAs. Momentus shall ensure that the Monitoring Agreement includes at
least the following terms:



 


		1.	the CMAs shall be third-party beneficiaries of the Monitoring Agreement;



 






    17


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		2.	the Third-Party Monitor shall report directly to the CMAs and shall owe a fiduciary duty to the USG;



 


		3.	the Third-Party Monitor shall report directly to the CMAs no less frequently than on a weekly basis;



 


		4.	the Third-Party Monitor shall inform the CMAs of any actual or potential violation of this NSA within
twenty-four (24) hours of becoming aware of the actual or potential violation and shall provide, upon request, any information to the
CMAs pertaining to the Transaction Parties’ compliance with this NSA;



 


		5.	the Third-Party Monitor shall abide by the CMAs’ guidance and protocols in performing its functions
under this NSA;



 


		6.	the Third-Party Monitor shall not disclose any information it obtains in connection with the Monitoring Agreement or its services
thereunder to any third party without the prior written consent of the CMAs;



 


		7.	Momentus shall be responsible for all expenses and fees in connection with the Third-Party Monitor and
the Monitoring Agreement;



 


		8.	Mr. Kokorich, Nortrone, Momentus, and Momentus’ Affiliates, including Momentus’ Personnel,
shall cooperate with the Third-Party Monitor and comply with all requests from the Third-Party Monitor to monitor and verify compliance
with this NSA, including unrestricted access to relevant Momentus Personnel, information, documents, and records of Communications;



 


		9.	upon the request of the CMAs, the Third-Party Monitor shall share with the CMAs any such information
provided to it by the Transaction Parties;



 


		10.	except as otherwise agreed to by the CMAs, the Third-Party Monitor shall Participate in all Communications
between Momentus and Momentus Personnel, on the one hand, and any of the Investors or their Affiliates, including their respective Personnel,
on the other hand;



 


		11.	the CMAs, in their sole discretion, may unilaterally direct Momentus to terminate the Third-Party Monitor
and Monitoring Agreement at any time for any reason without approval from the Transaction Parties;



 


		12.	The Third-Party Monitor shall have real-time Access to Momentus’ computer networks as necessary
to perform its duties under the Monitoring Agreement with respect to the NSA; and



 


		13.	The Third-Party Monitor shall provide compliance reports every thirty (30) days for at least the first
six (6) months following the execution of the Monitoring Agreement. After the first six (6) months, the CMAs may, in their sole discretion,
reduce the frequency of the compliance reports to quarterly. The Third-Party Monitor shall send the compliance reports to the CMAs at
least two (2) days prior to sending the compliance reports to Momentus.



 






    18


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ARTICLE VI: COMMUNICATIONS RESTRICTIONS


 


		A.	Restricted Communications. The Investors shall not, and shall use their reasonable efforts to
ensure that their respective Affiliates do not, engage in any Communications with Momentus, Momentus Personnel, or the Security Director,
except to the extent necessary for the following limited purposes or as otherwise permitted in writing by the CMAs, with any conditions
that the CMAs may require in their sole discretion (collectively, the “Permitted Communications”):



 


		1.	Communications directly and exclusively related to the Divestment;



 


		2.	Communications directly and exclusively related to CFIUS matters, including compliance with this NSA
and responding to requests from the CMAs, except to the extent that the CMAs request that any such responses not be shared with any of
the Investors or their respective Affiliates;



 


		3.	Communications among legal counsel to the Transaction Parties exclusively regarding legal guidance and
advice relating to compliance with commitments to CFIUS, and compliance with applicable securities laws and regulations and other regulatory
filings; and



 


		4.	Communications that are personal in nature and do not involve Momentus or its operations, including
any Protected Technical Information.



 


		B.	Communications Log. Momentus, under the direction of the Security Officer and the Security Director, shall maintain a log of
all Communications between Momentus, Momentus Personnel, or the Security Director, on the one hand, and any of the Investors or their
respective Affiliates, on the other hand (the “Communications Log”), which shall include: (1) the date of the Communication;
(2) the mode of the Communication; (3) the names and positions of individuals involved in the Communication; and (4) the nature and contents
of the Communication, including a copy of each such Communication. In addition to regular monitoring under Section VI.C, within five (5)
days following a request by the CMAs, Momentus shall submit a copy of the Communications Log to the CMAs as well as any additional information
requested by the CMAs in their sole discretion, including any documents, records, or Communications.



 


		C.	Monitoring of Communications. Momentus shall ensure that the Security Officer and Third-Party
Monitor, upon their respective appointment in accordance with Articles IV and V, Participate in all Communications, including Permitted
Communications, other than Permitted Communications described in Subsection VI.A.4, between Momentus or Momentus Personnel, on the one
hand, and any of the Investors or their respective Affiliates, on the other hand. For the avoidance of doubt,
all Permitted Communications described in Subsection VI.A shall still be subject to the logging requirements under Section VI.B. The
Investors shall not, and shall use their reasonable best efforts to ensure their Affiliates do not, Participate in any Communications,
including Permitted Communications, with the Security Director, unless the Security Officer and Third-Party Monitor also Participate.
Momentus shall submit a copy of the Communications Log to the Third-Party Monitor and CMAs on a bi-weekly basis and as otherwise requested
by the Third-Party Monitor or the CMAs. The Security Officer and Third-Party Monitor shall review the Communications Log to ensure that
all such Communications are compliant with this NSA.






 






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		D.	Record Retention. Each of Momentus (with respect to itself and its Personnel)
and the Investors shall use their best efforts to not delete or alter:



 


		1.	any records, documents, or written or otherwise recorded Communications in the possession, custody, or
control of Momentus, regardless of the date of creation, that relate to or were created, sent or received by any of the Investors or their
respective Affiliates;



 


		2.	any records, documents, or written or otherwise recorded Communications in the possession, custody, or
control of an Investor, regardless of the date of creation, that relate to or were created, sent, or received by Momentus or its respective
Affiliates;



 


		3.	any records, documents, or written or otherwise recorded Communications, regardless of the date of creation, between Momentus, Momentus
Personnel and former Momentus employees (while employed at Momentus), former directors, and former independent contractors (while providing
services to Momentus), or any of the Investors, on the one hand, and [***], its Affiliates, and their respective Personnel and
former employees (while employed at [***]), former directors and former independent contractors (while providing services to [***]),
on the other hand, pertaining to any transactions, services, agreements, projects, missions, discussions, or dealings of any kind between
such parties;



 


		4.	any written or otherwise recorded Communications related to Momentus between Momentus, Momentus Personnel,
on the one hand, and any of the Investors or their respective Affiliates, on the other hand; or



 


		5.	network logs detailing Access to Protected Systems.



 


		E.	Non-Circumvention. Each Investor shall use its best efforts to ensure that its Related Parties
do not take any action that would breach any other provision of this Article VI if it were taken by such Investor. For the avoidance of
doubt, each Transaction Party shall ensure that all Communications (including Permitted Communications) by that Transaction Party that
are subject to this Article VI comply with all other provisions of this NSA, including the prohibitions on Access to Protected
Technical Information, Protected Systems, and Protected Facilities, and Momentus’ engagement in Technical Relationships, and each
Investor shall use its best efforts to ensure that such Communications by its Affiliates or Related Parties so comply.






 






    20


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		F.	Communications Plan. By no later than the Effective Date, Momentus shall have submitted a draft
of a communications plan that establishes policies and procedures to ensure compliance with this Article VI (the “Communications
Plan”) to the CMAs. Momentus shall resolve any concerns raised by the CMAs with respect to the Communications Plan and submit a
revised draft of the Communications Plan to the CMAs within five (5) days following receipt of the CMAs’ comments. If the CMAs do
not respond in writing within fourteen (14) days following the Effective Date in the case of the initial Communications Plan, or, in all
other cases, within fourteen (14) days following receipt of any draft of the Communications Plan, Momentus shall send the CMAs a written
notice requesting a decision. If the CMAs do not respond to such request for decision within seven (7) days following the receipt of such
second request for decision, the lack of action shall constitute a non-objection. Within three (3) days following the non-objection of
the CMAs to the Communications Plan, Momentus shall adopt the Communications Plan.



 


		G.	Amendment. If at any time Momentus, the Security Officer, the Security Director, or the CMAs
determine that the Communications Plan should be amended, Momentus, the Security Officer, and the Security Director shall engage in consultations
with the CMAs and amend the Communications Plan, subject to the same procedures as the initial draft.



 


ARTICLE VII: TECHNOLOGY CONTROLS


 


		A.	Access Restrictions. The Investors shall not, and shall use their reasonable best efforts to ensure that their respective Affiliates
and the Related Parties do not, directly or indirectly, Access any Protected Technical Information, Protected Facilities, or Protected
Systems, or make any attempt, direct or indirect, whether or not successful, to Access any Protected Technical Information, Protected
Facilities, or Protected Systems. Momentus shall ensure that none of the Investors, their respective Affiliates, or the Related Parties
obtains any Access to any Protected Technical Information, Protected Facilities, or Protected Systems.



 


		B.	Technical Relationships. Momentus shall not engage in a Technical Relationship with any of the Investors, their respective
Affiliates, or the Related Parties. Momentus shall, within thirty (30) days following the Effective Date and thereafter on a bi-weekly
basis, submit a report to the Third-Party Monitor and the CMAs that identifies, for the preceding two weeks, all Technical Relationships
in which Momentus has engaged. For each bi-weekly report, Momentus shall provide: the identity of the Person; the Person’s nationality
(for individuals) or principal place of business (for entities); a description of the nature, purpose, scope, and duration of the Technical
Relationship; copies of any documents setting forth the terms of the Technical Relationship; and, at the request of the CMAs, any other
information about the Technical Relationship. In addition, for each Person listed in the bi-weekly report, Momentus shall,
as described at 31 C.F.R. § 800.204, certify in writing that such Person is not any of the Investors, their respective Affiliates,
or the Related Parties. If the CMAs determine, in their sole discretion, that any Technical Relationship is with any of the Investors,
their respective Affiliates, or the Related Parties; could otherwise reasonably be expected to provide any of the Investors with Access
to Protected Technical Information; or could reasonably be expected to cause the transfer of Protected Technical Information in a manner
harmful to U.S. national security, the CMAs may direct Momentus to terminate such Technical Relationship and Momentus shall promptly,
and in any event within three (3) days, terminate such Technical Relationship.






 






    21


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		C.	Personnel. Momentus shall not hire or engage any of the Investors, their respective Affiliates, the Related Parties, or the
Personnel of, or former employees, former directors, or former independent contractors of, any of the foregoing to be Personnel of Momentus.



 


		D.	Obligation to Perform Diligence. Momentus, in consultation with the Third-Party Monitor, shall perform due diligence on all
Persons to which it grants Access to Protected Technical Information, Protected Systems, and Protected Facilities, and with which it engages
in Technical Relationships, to ensure that such Persons are not the Investors, their respective Affiliates, or, to the best knowledge
of Momentus after performing such diligence, the Related Parties. Such due diligence may include conducting background checks, gathering
necessary information from such Persons, cross-referencing information with relevant databases, and incorporating provisions in relevant
contracts, as appropriate. Momentus’ lack of knowledge that a Person to which it grants Access to Protected Technical Information,
Protected Systems, or Protected Facilities, or with which it engages in Technical Relationships, is an Investor, an Affiliate of an Investor,
or a Related Party due to Momentus’ failure to perform due diligence on such Person shall not excuse a violation of this NSA.



 


		E.	Export and Sanctions Controlled Activities. Momentus shall submit written notification to the Third-Party Monitor, Security
Officer, and the CMAs within three (3) days following any submissions to, correspondence with, and determinations made by the Department
of Commerce Bureau of Industry and Security (BIS), the Department of State Directorate of Defense Trade Controls (DDTC), or the Office
of Foreign Assets Control (OFAC) regarding licenses for any exports, re-exports, transfers, transshipments, or deemed exports or re-exports,
any other authorizations, waivers or exceptions, commodity jurisdiction (CJ) requests or determinations, commodity classification automated
tracking system (CCATS) determinations, self-disclosures, and enforcement actions, as applicable. Momentus shall also provide written
notice to the Third-Party Monitor, Security Officer, and the CMAs at least three (3) days prior to utilizing any export control waivers,
exceptions, or general licenses that do not require notification to BIS, DDTC, or OFAC. Momentus shall not seek authorization to export
any Protected Technical Information that is controlled under the Export Administration Regulations, the International Traffic in Arms
Regulations, or OFAC regulations to: (1) any individual who is domiciled or resident in the Russian Federation or who holds Russian citizenship;
(2) any entity organized under the laws of or with its principal place of business in the Russian Federation; or (3) any Person, wherever located,
acting on behalf of or in concert with the foregoing.






 






    22


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		F.	Security Plan. By no later than the Effective Date, Momentus shall have submitted a draft of a
security plan that establishes policies and procedures to safeguard Protected Technical Information, Protected Systems, and Protected
Facilities in order to ensure compliance with this NSA (the “Security Plan”) to the CMAs. Momentus shall resolve any concerns
raised by the CMAs with respect to the Security Plan and submit a revised draft of the Security Plan to the CMAs within five (5) days
following receipt of the CMAs’ comments. If the CMAs do not respond in writing within fourteen (14) days following the Effective
Date in the case of the initial Security Plan, or, in all other cases, within fourteen (14) days following receipt of any draft of the
Security Plan, Momentus shall send the CMAs a written notice requesting a decision. If the CMAs do not respond to such request for decision
within seven (7) days following the receipt of such second request for decision, the lack of action shall constitute a non-objection.
Within three (3) days following the non-objection of the CMAs to the Security Plan, Momentus shall adopt the Security Plan. If at any
time Momentus or the CMAs determine that the Security Plan should be amended, Momentus shall engage in consultations with the CMAs and
amend the Security Plan.



 


		1.	Momentus shall develop the Security Plan in accordance with standards developed or published by the National Institute of Standards
and Technology, the International Organization for Standardization, the Center for Internet Security, or another standards organization
with provisions pertaining to information and physical security as communicated by the CMAs.



 


		2.	Momentus shall ensure that the Security Plan includes, consistent with the framework on which it is based, provisions for the encryption
of data in transit and at rest; inventory of authorized devices, software, hardware, applications, and credentials; secure configurations
of systems and devices; data recovery; security training; Access controls; log controls; incident detection, handling, and response; penetration
testing; and other robust processes and protections necessary to ensure the security of Protected Technical Information and Protected
Systems.



 


		3.	Momentus shall ensure that the Security Plan provides clear guidance and processes for identifying,
marking, and limiting Access to Protected Technical Information; complying with export control authorities; and ensuring the protection
and confidentiality of Momentus’ trade secrets.



 


		4.	Momentus shall ensure that the Security Plan establishes processes for conducting due diligence on relevant Persons, including prompt
vetting of existing Momentus Personnel, (e.g., conducting background
checks, gathering necessary information, incorporating provisions in relevant contracts, as appropriate) and vetting of new Momentus Personnel
prior to providing Access to Protected Technical Information, Protected Systems, or Protected Facilities, or engaging in Technical Relationships
with such Persons.



 




    23


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    


 


		5.	As part of the Security Plan, Momentus shall implement a visitation policy to govern Physical Access
to Protected Facilities, including logging all visitors and the relevant details of their visits, verifying visitors’ identities,
requiring visitors to wear badges, and requiring visitors to be escorted as appropriate. Momentus shall submit any information regarding
visitors to Protected Facilities requested by the Third-Party Monitor or the CMAs. The Investors, their Affiliates, and any Persons known
by Momentus, after performing the diligence required under Section VII.D., to be Related Parties, shall not be permitted to visit any
Momentus Facilities unless the CMAs provide prior written approval of such visit, the Security Officer Participates in the visit, and
the number of escorts equals or exceeds the number of visitors.



 


		6.	As part of the Security Plan, Momentus shall implement a violation reporting policy that requires Momentus
Personnel to report any actual or potential violation of this NSA to the Security Officer; provides clear and accessible options for reporting
actual or potential violations (e.g., dedicated email account,
hotline); and provides for non-retaliation against any Personnel who report actual or potential violations. The Security Officer shall
promptly, and in any event within twenty-four (24) hours, report to the CMAs any actual or potential violation reported by Momentus Personnel.



 


		7.	Momentus shall be responsible for all costs associated with the Security Plan.



 


		8.	Momentus shall ensure compliance with the Security Plan. For the avoidance of doubt, any violation of
the Security Plan shall constitute a violation of this NSA.



 


		G.	Dissemination and Training. Within seven (7) days following the CMAs’ non-objection to the Security Plan, Momentus shall
disseminate the Security Plan to all Momentus Personnel and conduct a training to ensure that all Momentus Personnel acknowledge and understand
the Security Plan and the obligations and prohibitions under this NSA (“Training”). Momentus shall provide copies of any Training
material to the CMAs in advance of the Training. Momentus shall provide the Security Plan to, and conduct Training for, any new Momentus
Personnel following the initial dissemination and Training, and Momentus shall further implement an annual Training program for existing
Momentus Personnel thereafter. Momentus shall ensure that the Security Officer implements and oversees the dissemination and Training
processes.



 


ARTICLE VIII: THIRD-PARTY AUDIT


 


		A.	Third-Party Audit. Momentus shall engage a third-party auditor (the “Third-Party Auditor”) to conduct audits of
the Transaction Parties’ compliance with this NSA, including auditing: the Transaction Parties’ compliance with the restrictions
on Communications; Access to Protected Technical Information, Protected Systems, and Protected Facilities; Momentus’ engagement
in Technical Relationships; and Momentus’ implementation of and compliance with the Security Plan (the “Audit”). Momentus
shall ensure that the Audit further includes vulnerability testing, penetration testing, and other cybersecurity tools necessary to ensure that there
are no vulnerabilities in Protected Systems that could enable the circumvention of this NSA. Momentus shall be responsible for all costs
associated with the Audit.






 






    24


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		B.	Engagement. By no later than the Effective Date, Momentus shall have submitted the identity of
the Third-Party Auditor to the CMAs. If the CMAs do not respond in writing within fourteen (14) days following the Effective Date in the
case of the initial Third-Party Auditor, or, in all other cases, fourteen (14) days following receipt of all information relating to the
nominee, Momentus shall send the CMAs a written notice requesting a decision. If the CMAs do not respond to such request for decision
within seven (7) days following the receipt of such second request for decision, the lack of action shall constitute a non-objection.
If the CMAs object to the proposed nominee, Momentus shall submit a nomination for a different candidate to the CMAs within five (5) days
following receipt of any such objection, subject to the same procedures as the initial nomination. Momentus shall engage the Third-Party
Auditor within three (3) days following the non-objection of the CMAs to the Third-Party Auditor.



 


		C.	Qualifications. Momentus shall ensure that the Third-Party Auditor is a U.S. Person and has no
current or prior contractual, fiduciary, or financial relationship with any of the Transaction Parties, their respective Affiliates, or
the Related Parties except as otherwise permitted by the CMAs. Momentus shall ensure that each auditor nominated has the qualifications
appropriate for completing the Audit in accordance with the Audit Plan.



 


		D.	Audit Plan. By no later than the Effective Date, Momentus shall have submitted a draft of the
scope and terms of the Audit (the “Audit Plan”) to the CMAs. Momentus shall resolve any concerns raised by the CMAs with respect
to the Audit Plan and submit a revised draft of the Audit Plan to the CMAs within five (5) days following receipt of the CMAs’ comments.
If the CMAs do not respond in writing within fourteen (14) days following the Effective Date in the case of the initial Audit Plan, or,
in all other cases, within fourteen (14) days following receipt of any draft of the Audit Plan, Momentus shall send the CMAs a written
notice requesting a decision. If the CMAs do not respond to such request for decision within seven (7) days following the receipt of such
second request for decision, the lack of action shall constitute a non-objection. Within three (3) days following the non-objection of
the CMAs to the Audit Plan, Momentus shall adopt the Audit Plan.



 


		E.	Conduct of Audit. Momentus shall ensure that the Third-Party Auditor completes the Audit consistent
with the Audit Plan. Momentus shall ensure that the Third-Party Auditor submits the full report of the Audit to the CMAs directly within
three (3) days following the completion of the Audit. During the course of the Audit, Mr. Kokorich, Nortrone and Momentus shall provide
all information deemed necessary by the Third-Party Auditor to conduct the Audit, including unrestricted access to relevant Momentus Personnel
and documents, including any records of Communications. Momentus shall provide the Third-Party Auditor with Access to Protected Technical
Information, Protected Systems, and Protected Facilities, in each case as deemed necessary by the Third-Party Auditor to conduct the Audit.



 






    25


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		F.	Audit Frequency. Momentus shall conduct an Audit on a calendar quarterly basis, consistent with the same processes as the initial
Audit. The completion date for the initial Audit and the following quarterly Audits will be specified in the Audit Plan. The CMAs may
require additional Audits to address an actual or potential violation of this NSA, in their sole discretion and following consultations
with Momentus regarding the actual or potential violation and the scope of the additional audit. Upon completion of any Audit, the Transaction
Parties may request in writing that the CMAs consider modifications to this NSA. The CMAs may grant or reject any such proposal in their
sole discretion.



 


ARTICLE IX: INFORMATION MEETINGS


 


At the request of the CMAs, but not less than once every twelve (12)
months unless waived in writing by the CMAs, the Transaction Parties shall meet with the CMAs and the Third-Party Monitor at a mutually
agreed upon time and location or by telephone to discuss compliance with the NSA (each such meeting, an “Information Meeting”).
At each Information Meeting, the Transaction Parties shall provide all information requested, and answer questions posed, by the CMAs.
The CMAs may, in their sole discretion, exclude one or more of the Transaction Parties from all or part of an Information Meeting. In
addition to discussing the provisions of this NSA, such Information Meetings may cover: any ongoing or anticipated business operations
affecting Momentus’ products and services; Momentus’ product and service roadmaps and related research and development activities;
Momentus’ past, present, or prospective Technical Relationships; Momentus’ past, present, or prospective work with the USG;
any planned changes to the ownership or corporate structure of Momentus; and any other topics related to the Transaction Parties. If the
CMAs pose written questions to any Transaction Party following an Information Meeting, such Transaction Party shall submit written responses
to the CMAs within five (5) days following receipt of the questions, unless otherwise extended by the CMAs.


 


ARTICLE X: ACCESS AND INSPECTIONS


 


Momentus shall grant, or cause to be granted, the CMAs and their representatives
Physical Access to any Protected Facility or any other facility or premises owned, leased, managed, or operated by Momentus or its Affiliates,
in order to conduct onsite reviews or audits concerning the implementation of and compliance with this NSA, including the ability to meet
with Momentus Personnel and to inspect books and records, Communications, information, equipment, and servers. This right shall extend
to the facilities, premises, employees, books and records, information, equipment, and servers of any third party or agent working on
behalf of any of Momentus or its Affiliates, provided that Momentus or its Affiliates possesses the authority to permit such access.
If Momentus or its Affiliates does not possess such authority, Momentus or its Affiliates shall use best efforts to obtain permission
from the third party or agent for the CMAs to facilitate such access for purposes of monitoring compliance with this NSA. Unless otherwise
required in the interest of national security in the sole discretion of the CMAs, the CMAs shall provide twenty-four (24) hours advance
notice for such access and inspections. Momentus and its Affiliates shall cooperate with the CMAs and provide the CMAs with information
as may be requested by the CMAs in their sole discretion to enforce and verify compliance with this NSA. The Investors shall cooperate
with the CMAs and provide the CMAs with information as may be reasonably requested to enforce and verify compliance with this NSA.


 






    26


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


ARTICLE XI: COMPLIANCE REPORTS


 


		A.	Quarterly Reports. No later than ninety (90) days following the Effective Date and thereafter
on a quarterly basis, in coordination with the Third-Party Monitor, (1) Mr. Kokorich, and Nortrone and (2) Momentus each shall submit
a separate quarterly report to the CMAs concerning its implementation of and compliance with this NSA (each a “Quarterly Compliance
Report”). Each Quarterly Compliance Report must include, at a minimum:



 


a detailed description of the manner
in which the Transaction Party is effectuating its obligations under this NSA, including all actions taken and policies promulgated; and


 


a detailed description of all instances
of noncompliance with this NSA and violations of policies promulgated pursuant to this NSA, whether inadvertent or intentional, and the
steps taken to prevent such noncompliance and violations from recurring.


 


		B.	Certification. In consultation with the CMAs, the applicable Transaction Parties shall address
any concerns raised by the CMAs regarding the information provided in their respective Quarterly Compliance Report to the CMAs’
satisfaction. Each Quarterly Compliance Report must be signed by the chief executive officer of the respective Transaction Party, or duly
authorized designee thereof, and certify that the Quarterly Compliance Report is accurate and complete in all material respects.



 


		C.	Opinions. The Third-Party Monitor shall provide its opinion regarding the accuracy of the certifications
directly to the CMAs. With respect to Momentus’ certification, Momentus shall ensure that the Security Officer also provides its
opinion regarding the accuracy of the certification directly to the CMAs and provides a summary to the CMAs of the sufficiency of the
Security Plan.



 


		D.	Noncompliance Reports. Mr. Kokorich, Nortrone, Mr. Khasis, Mrs. Khasis, and Brainyspace shall
submit a report to the CMAs within three (3) days of becoming aware of any instance of noncompliance with this NSA by such Party, whether
inadvertent or intentional. Any such report shall include a detailed description of the instance of noncompliance and the steps taken
to prevent such noncompliance from recurring.



 


ARTICLE XII: LIQUIDATED DAMAGES


 


		A.	Remedies. If the CMAs believe that any of the Transaction Parties has breached or is about to
breach this NSA (each such event, a “Breach”), the CMAs or other appropriate USG authority may seek any and all remedies available
under law, including injunctive relief or other judicial relief, specific performance, and actual damages. In the event that the CMAs
believe that a Breach of any of the Conditions has occurred, [***], and Momentus further agree as follows:



 


		1.	Each of [***] and Momentus as determined by the CMAs, in their sole discretion, to be responsible
for a Breach of the Conditions shall pay liquidated damages to the USG in the amount of one hundred thousand dollars ($100,000) per day,
starting on the date on which the Breach first occurred up to and including the date upon which the CMAs determine that the Breach has
been cured, as a reasonable assessment of the harm to national security that would result from such Breach, provided that such
liquidated damages shall not exceed an aggregate amount of one million dollars ($1,000,000) per Breach.



 






    27


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


In each case, CFIUS may consider the severity of the
Breach or other violation and other relevant facts and circumstances in deciding whether to seek a lesser amount than the liquidated damages
specified above. Nothing in this NSA is intended to create rights to damages enforceable at law by the Transaction Parties against the
USG, or to limit any rights the USG may have under law or regulation or this NSA.


 


ARTICLE XIII: ESCROW


 


No later than the Effective Date, Momentus shall deposit into escrow
the sum of one million dollars ($1,000,000), an amount sufficient to cover the expenses of the Trustees, Security Director, Third-Party
Monitor, and Third-Party Auditor over a two (2) year period. Any interest earned on such funds shall be allocated to Momentus. The CMAs
may accept, in their sole discretion, in lieu of the deposit of funds into escrow by Momentus, the delivery by Momentus of letters of
credit or surety bonds in that amount. No later than the Effective Date, Momentus shall submit to the CMAs a form of escrow agreement
and a proposed escrow agent (or, alternatively, documentation pertaining to a substitute letters of credit or surety bonds), in each case
that has been approved in writing in advance by the CMAs in their sole discretion. No funds shall be withdrawn from the escrow account
prior to June 8, 2023 without the prior written non-objection of the CMAs.


 


ARTICLE XIV: GENERAL PROVISIONS


 


		A.	Effectiveness. Except as otherwise specifically provided in this NSA, the obligations imposed
by this NSA shall take effect immediately upon the Effective Date and shall remain in effect until this NSA is terminated in accordance
with the terms herein.



 


		B.	Choice of Law. This NSA shall be governed by and interpreted according to the federal laws of
the United States.



 


		C.	Forum Selection. A civil action brought by any Party for judicial relief with respect to any
dispute or matter whatsoever arising under, in connection with, or incident to, this NSA shall be brought, if at all, in accordance with
Section 721(e)(2) to the extent applicable. If Section 721(e)(2) is not applicable, such civil action shall be brought in the U.S. District
Court for the District of Columbia.



 


		D.	Other Laws. Nothing in this NSA is intended to limit, alter, or constitute a waiver of:



 


		1.	any obligation imposed on the Transaction Parties by any U.S. federal, state, or local laws;



 






    28


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		2.	any enforcement authority available under any U.S. federal, state, or local laws;



 


		3.	the sovereign immunity of the United States; or



 


		4.	any authority or jurisdiction the USG may possess over the activities of the Transaction Parties or their
agents located within or outside the United States.



 


		E.	Computing Time. All references to “days” in
this NSA mean calendar days unless otherwise expressly provided. In computing any time period
pursuant to this NSA:



 


		1.	the day of the event that triggers the period is excluded; and



 


		2.	the last day of the period is included, but if the last day is a Saturday, Sunday, or federal holiday, the period continues to run
until the end of the next day that is not a Saturday, Sunday, or federal holiday.



 


		F.	Tolling of Deadlines. Any non-objection or approval provision applicable to the CMAs pursuant
to this NSA shall be tolled during a lapse in appropriations or a shutdown in federal government operations.



 


		G.	Notice Regarding Legal Representation. The Transaction Parties shall provide notice to the CMAs,
including contact information, of any legal representation in connection with their obligations under this NSA, whether outside legal
counsel or internal general counsel, within five (5) days following the Effective Date and thereafter within five (5) days following any
change to such legal representation.



 


		H.	Change in Circumstances. If, after this NSA takes effect, the CMAs or the Transaction Parties believe that changed circumstances
warrant a modification or termination of this NSA (including if the CMAs determine that the terms of this Agreement are inadequate or
no longer necessary to address national security concerns), then the Transaction Parties shall negotiate in good faith with the CMAs to
modify or terminate this Agreement. Rejection of a proposed modification alone shall not constitute evidence of a failure to negotiate
in good faith.



 


		I.	Successors and Assigns. This NSA is binding upon, and inures to the benefit of, the Transaction Parties and their respective
successors and assigns; for purposes of this NSA, successors and assigns under this section include any corporate name changes. No Transaction
Party may assign any obligation under this NSA without the prior written consent of the CMAs. For the avoidance of doubt, Second Merger
Sub assuming the obligations of this NSA following the SPAC Transaction Closing Date shall be considered a succession rather than an assignment.
The Transaction Parties shall remain liable for all the obligations under this NSA that are assigned to any other Person. In the event
that any Transaction Party effects the transfer, separation, or sale of a material portion of its business operations or assets that are
subject to requirements under this NSA, including by way of a sale of assets, spin-off, split-off, reorganization, or similar transaction,
such Transaction Party shall immediately notify the CMAs and, after consultation with the CMAs, the transferee, successor, or acquirer,
as applicable, may, without any further action required of the Transaction Parties, execute a joinder agreement under which such transferee,
successor, or acquirer, as applicable, assumes the relevant obligations under this NSA and becomes a Party hereto. In the event that any
Transaction Party effects the transfer, separation, or sale of a material portion of its business operations or assets that are subject
to requirements under this NSA to an Affiliate, such Transaction Party shall, at the time of such transaction, cause the relevant Affiliate
to execute a joinder agreement under which the Affiliate takes on the relevant obligations under this NSA and becomes a Party hereto.
For the avoidance of doubt, neither Mr. Kokorich nor Nortrone shall assign the right to be paid any Divestment proceeds in connection
with the Stock Repurchase Agreements under Subsection III.B.1.



 






    29


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		J.	Joinder. At any time after the Effective Date, one or more additional Persons may become a party
hereto by executing and delivering to the CMAs a joinder agreement. Immediately upon acceptance by the CMAs of such joinder agreement,
each such additional Person will become a party to this NSA as a “Transaction Party” and assume all of the obligations of
a Transaction Party hereunder, and this NSA shall be deemed amended by such joinder agreement with no further action or consent required.



 


		K.	Termination. After this NSA takes effect, it shall terminate only upon written notice by the CMAs to the Transaction Parties.
Termination of this NSA does not relieve a Transaction Party from liability for any violation of this NSA occurring while the NSA was
in effect or for fraud. Article I (Definition of Terms) and Article XIV (General Provisions) shall survive a termination of this NSA.
Once the Divestment is completed in accordance with Article III, Mr. Khasis, Mrs. Khasis, and Brainyspace shall no longer constitute Investors
or Transaction Parties except for purposes of Sections III.A–C and Articles VI, VII, and XIV; provided that the CMAs shall
review the compliance of Mr. Khasis, Mrs. Khasis, and Brainyspace with Articles VI and VII no later than twelve (12) months following
the Effective Date, and, if the CMAs inform the Transaction Parties in writing that they have not identified, in their sole discretion,
any violations of such obligations, Mr. Khasis, Mrs. Khasis, and Brainyspace shall no longer constitute Investors or Transaction Parties
for purposes of Articles VI and VII. The Transaction Parties may request that this NSA be further modified once the Divestment is completed
in accordance with Article III to reflect the absence of any direct or indirect ownership of Momentus Interests by the Investors, their
respective Affiliates, or the Related Parties. The CMAs may determine, in their sole discretion, whether the NSA should be terminated
following such a request.



 


		L.	Interpretation. The section headings and numbering in this NSA are inserted for convenience only and shall not affect the meaning
or interpretation of the terms of this NSA. All references herein to Articles and Sections shall be deemed references to Articles and
Sections of this NSA unless the context shall otherwise require. The words “hereof,” “herein,” and “hereunder”
and words of like import used in this NSA shall refer to this NSA as a whole and not to any particular provision of this NSA. Whenever
the words “include,” “includes,” or “including” are used in this NSA, they shall be deemed to be followed
by the words “without limitation.” The word “extent” in the phrase “to the extent” means the degree
to which a subject or other thing extends and such phrase shall not mean simply “if.” Whenever any provision in this NSA refers
to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person. The definitions given for terms in this NSA shall apply equally to both the singular and
plural forms of the terms defined.



 






    30


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		M.	Notices. All notices and other communications given or
made relating to this NSA shall be in writing and shall be deemed to have been duly given or made as of the date of receipt and shall
be sent by electronic mail addressed to the Parties’ designated representatives at the addresses shown below, or to such other
representatives at such other addresses as the Parties may designate in accordance with this section:



 


If to the CMAs:


 


U.S. Department of the Treasury


Attention: Phil Ludvigson


Office of Mitigation Monitoring and Enforcement


Investment Security


1500 Pennsylvania Avenue, NW


Washington, DC 20220


[***]


 


U.S. Department of Defense


Attention: Andrew Pahutski


Director, Foreign Investment Review


U.S. Department of Defense


Washington, DC 20301


[***]


 


If to the Transaction Parties:


 


If to Mr. Kokorich and Nortrone:


 


[***]


 


If to Momentus:


 


[***]


 


with a copy to:


 


[***]


 


[***]


 


If to Mr. Khasis, Mrs. Khasis, and Brainyspace:


 


[***]


 






    31


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


		N.	Severability. The provisions of this NSA shall be severable and if any provision hereof or the
application of such provision under any circumstances is held invalid by a court of competent jurisdiction, it shall not affect the validity
or enforceability of any other provision of this NSA or the application of such other provision, which shall remain in full force and
effect.



 


		O.	United States Government Remedies. Each of the Transaction Parties acknowledges that if it fails to comply with any of the
terms of this NSA, the CMAs or any other appropriate USG authority may seek any and all remedies available under applicable law, including
injunctive or other judicial relief, and remedies under Section 721 and 31 C.F.R. Part 800. Each of the Transaction Parties acknowledges
that, pursuant to Section 721 and 31 C.F.R. Part 800, any Person who violates a material provision of this NSA may be liable to the United
States for liquidated damages plus a civil penalty not to exceed $250,000 per violation or the value of the Transaction, whichever is
greater, with the amount of the penalty imposed being based on the nature of the violation. The taking of any action by the CMAs or other
appropriate USG authority in the exercise of any remedy shall not be considered as a waiver by the CMAs or such other USG
authority of any other rights or remedies. Nothing in this NSA is intended to create rights to damages enforceable at law by the Transaction
Parties against the USG, or to limit any rights the USG may have under law or regulation or this NSA.



 


		P.	Waiver. The failure of the CMAs to insist on strict performance of any of the provisions of this
NSA, or to exercise any right granted herein, shall not be construed as a relinquishment or future waiver; rather, the provision or right
shall continue in full force. No waiver by the CMAs of any provision of or right under this NSA shall be valid unless it is in writing
and expressly provides for the waiver of a specified requirement under a particular provision of this NSA. The CMAs shall have the authority
to grant or revoke any waiver, exception, or approval in their sole discretion.



 


		Q.	Amendment. This NSA may be amended only by written agreement signed by all
of the Parties.



 


		R.	Entire Agreement. This NSA, together with any Annexes hereto, constitutes the entire understanding of the Parties hereto and
supersedes all prior agreements or understandings with respect to the subject matter hereto.



 


		S.	Counterparts. This NSA may be executed in two or more counterparts, including .pdf or other electronic
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.



 


[Remainder of this page intentionally left blank]


 




    32


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    


 


Agreed to on the date first written
above:


 


	Mikhail Kokorich	 
	 	 	 
	By:	/s/ Mikhail Kokorich	 
	Name: 	Mikhail Kokorich	 
	 	 	 
	Nortrone Finance S.A.	 
	 	 	 
	By:	/s/ Mikhail Kokorich 	 
	Name:	Mikhail Kokorich	 
	Title:	Owner	 



 



     


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


Agreed to on the date first written
above:


 


	Lev Khasis	 
	 	 	 
	By:	/s/ Lev Khasis 	 
	Name: 	Lev Khasis	 


 




     


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


Agreed to on the date first written above:


 


	Brainyspace LLC	 
	 	 	 
	By:	/s/ Olga Khasis	 
	Name: 	Olga Khasis	 
	Title:	Manager	 



 



     


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

  


Agreed to on the date first written above:


 


	Momentus Inc.	 
	 	 	 
	By:	/s/ Dawn Harms	 
	Name: 	Dawn Harms	 
	Title:	Chief Executive Officer	 



 



     


    Certain information identified by “[***]” herein has been excluded from this exhibit because it is (i) not material and (ii) the type of information that the registrant treats as private or confidential.
 
 


    

 


Agreed to on the date first written above:


 


	For the U.S. Department of the Treasury	 
	 	 	 
	By:	/s/ Andrew Fair	 
	Name: 	Andrew Fair	 
	Title:	Acting CFIUS Staff Chair	 
	 	 	 
	For the U.S. Department of Defense	 
	 	 	 
	By:	/s/ Andrew J. Pahutski 	 
	Name:	Andrew J. Pahutski	 
	Title:	Director, Office of Foreign Investment Review