FORM OF COMMON STOCK PURCHASE WARRANT CASTELLUM, INC.Castellum, Inc. • January 29th, 2024 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is obtained (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the date Shareholder Approval is obtained (the “Termination Date”) but not thereafter, to subscribe for and purchase from CASTELLUM, INC., a Nevada corporation (the “Company”), up to [ l ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). For purposes hereof, “Shareholder Approval” means such approval, if required, by the applicable rules and regulations of the NYSE American LLC (or any successor entity) from the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2024 • Castellum, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2024 between Castellum, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between CASTELLUM, INC., THE SELLING STOCKHOLDERS NAMED HEREIN, and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERSUnderwriting Agreement • October 18th, 2022 • Castellum, Inc. • Services-management consulting services • New York
The undersigned, CASTELLUM, INC., a company incorporated under the laws of the State of Nevada (the “Company”) and the stockholders of the Company named on Schedule 1-B hereto (each a “Selling Stockholder and collectively, the “Selling Stockholders”), hereby confirm their agreement (this “Agreement”) with EF Hutton, Division of Benchmark Investments, LLC, (hereinafter referred to as “you” (including its correlatives), or “EF Hutton” or the “Representative”) and with the other underwriters named on Schedule 1-A hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) for the purchase and sale of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the following terms:
EXHIBIT A Form of Representative’s Warrant AgreementCastellum, Inc. • October 4th, 2022 • Services-management consulting services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________, 2023. [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THIS PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING.]
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2023 • Castellum, Inc. • Services-management consulting services • Nevada
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 13, 2023, by and between Castellum, Inc., a Nevada corporation (the “Company”), and Crom Cortana Fund LLC, a Delaware limited liability company (the “Investor”).
ContractCommon Stock Purchase Warrant • February 16th, 2023 • Castellum, Inc. • Services-management consulting services
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2022 • Castellum, Inc. • Services-management consulting services • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 1, 2020 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”), and Mark Fuller (“Employee”).
AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENTSubordination and Standby Agreement • February 23rd, 2024 • Castellum, Inc. • Services-management consulting services • North Carolina
THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”), CASTELLUM, INC., a Nevada corporation with an address at 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814 (“Castellum”), SPECIALTY SYSTEMS, INC., a New Jersey corporation with an address at 1451 Route 37 West, Toms River, New Jersey 08755 (“SSI”), CORVUS CONSULTING, LLC, a Delaware limited liability company dba CORVUS DEFENSE CONSULTING LLC with an address at 15416 Kentwell Circle, Centreville, Virginia 20120 (“Corvus”), MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation with an address at 1252 Chloe Drive, Gallatin, Tennessee 37066 (“MFS”) and GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., a Maryland corporation with an address at 44145 Airport View Drive, Suite 102, Hollywood
WARRANT TO PURCHASE COMMON STOCK OF CASTELLUM, INC.Castellum, Inc. • June 29th, 2022 • Services-management consulting services • Maryland
This certifies that ___________________ or his registered assigns (the “Holder”) is entitled, subject to the terms and conditions of this Warrant (this "Warrant"), to purchase from Castellum, Inc. (the “Company”) at any time during the Exercise Period (defined below) and prior to _____________ (the “Expiration Date”) all, or any portion, of ___________ shares of Warrant Stock (as defined below) as may be purchased at a price per share equal to the Exercise Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed exercise form in the form attached hereto as Exhibit 1 (the “Notice of Exercise Form”) and simultaneous payment of the full Exercise Price for the shares of Warrant Stock so purchased in lawful money of the United States.
LEASE AGREEMENTLease Agreement • September 2nd, 2022 • Castellum, Inc. • Services-management consulting services
BOARD AGREEMENTBoard Agreement • September 2nd, 2022 • Castellum, Inc. • Services-management consulting services • Nevada
This Board Agreement (the “Agreement”) is made effective as of ______ ___, 2022 by and between Castellum, Inc., a Nevada corporation, with its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda, ME 20814 (the “Company”), and ___________, an individual resident of the District of Columbia (the “Director”).
STOCK PURCHASE AGREEMENT AMONGStock Purchase Agreement • September 2nd, 2022 • Castellum, Inc. • Services-management consulting services • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2019, by and among BioNovelus, Inc. (“Buyer”), Bayberry Acquisition Corp. (the “Company”), and all of the stockholders of Company (collectively, the “Stockholders” and individually a “Stockholder”). Certain capitalized terms used in this Agreement are defined elsewhere in this Agreement.
CONFIDENTIALCastellum, Inc. • January 29th, 2024 • Services-management consulting services • New York
ContractCastellum, Inc. • December 1st, 2023 • Services-management consulting services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AGREEMENT AND PLAN OF MERGER made and entered into as of March 22, 2023, by and among CASTELLUM, INC., GTMR MERGER SUB, INC.,Agreement and Plan of Merger • March 28th, 2023 • Castellum, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (together with the Schedules and Exhibits attached hereto, herein referred to as this “Agreement”), dated as of March 22, 2023 (the “Closing Date”), by and among Castellum, Inc., a Nevada corporation (the “Buyer”), GTMR Merger Sub, Inc., a Delaware corporation, and wholly-owned subsidiary of the Buyer (“Merger Sub”), Global Technology and Management Resources, Inc., a Maryland corporation (the “Company”, and also referred to as the “Surviving Entity”), the stockholders of the Company listed on Schedule B (each, a “Stockholder” and collectively, the “Stockholders”), and James Morton, as the representative of the Stockholders (the “Stockholder Representative”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 8.1 of this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2024 • Castellum, Inc. • Services-management consulting services • North Carolina
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made this 22 day of February, 2024, by and between CASTELLUM, INC., a Nevada corporation (“Castellum”), SPECIALTY SYSTEMS, INC., a New Jersey corporation (“Specialty Systems”), CORVUS CONSULTING, LLC, a Delaware limited liability company d/b/a Corvus Defense Consulting LLC (“Corvus”), MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation (“Mainnerve”), and GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., a Maryland corporation (“GTMR” and, together with Castellum, Specialty Systems, Corvus, and Mainnerve, individually or collectively, as the context may require, the “Borrower”); and LIVE OAK BANKING COMPANY, a North Carolina banking company (“Lender”).
TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • June 29th, 2022 • Castellum, Inc. • Services-management consulting services • North Carolina
THIS TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is made this 11th day of August, 2021, by and between CASTELLUM, INC., a Nevada corporation (“Castellum”), SPECIALTY SYSTEMS, INC., a New Jersey corporation (“Specialty Systems”), CORVUS CONSULTING, LLC, a Delaware limited liability company d/b/a Corvus Defense Consulting LLC (“Corvus”), MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation (“Mainnerve”), and MERRISON TECHNOLOGIES LLC, a Virginia limited liability company (“Merrison” and, together with Castellum, Specialty Systems, Corvus, and Mainnerve, individually or collectively, as the context may require, the “Borrower”); and LIVE OAK BANKING COMPANY, a North Carolina banking company (“Lender”).
Contract Specialist Contracting Officer Contracting Officer Representative Contractor Representatives or PR: 1300768825 -____________ ) SLIN 700001 - ____________Castellum, Inc. • September 2nd, 2022 • Services-management consulting services
Contractor will provide CyberSecurity support for lab security support for multiple ALRE programs. These services will include supporting efforts for Risk Management Framework (RMF) which the contractor will initiate and plan the Assessment and Authorization (A&A), perform the Implementation & Validation of assigned IA controls, submit for a certification determination and accreditation decision, maintain the Authority to Operate (ATO) and conduct reviews.
AGREEMENT AND PLAN OF MERGER made and entered into as of August 12, 2021, by and among CASTELLUM, INC., KC HOLDINGS COMPANY, INC., SPECIALTY SYSTEMS, INC., AND THE STOCKHOLDERS NAMED HEREINAgreement and Plan of Merger • September 2nd, 2022 • Castellum, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (together with the Schedules and Exhibits attached hereto, herein referred to as this “Agreement”), dated as of August 12, 2021 (the “Closing Date”), by and among Castellum, Inc., a Nevada corporation (the “Surviving Entity”), KC Holdings Company, Inc., a Delaware corporation (“Holdco”), Specialty Systems, Inc., a New Jersey corporation and wholly-owned subsidiary of Holdco (the “Company”) and Emil Kaunitz (“Kaunitz”) and William Cabey (“Cabey” and together with Kaunitz, the “Stockholders”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 7.1 of this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2022 • Castellum, Inc. • Services-management consulting services • North Carolina
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made this 28 day of March, 2022, by and between CASTELLUM, INC., a Nevada corporation (“Castellmn”), SPECIALTY SYSTEMS, INC., a New Jersey corporation (“Specialty Systems”), CORVUS CONSULTING, LLC, a Delaware limited liability company d/b/a Corvus Defense Consulting LLC (“Corvus”), MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation (“Mainnerve”), and MERRISON TECHNOLOGIES LLC, a Virginia limited liability company (“Merrison” and, together with Castellum, Specialty Systems, Corvus, and Mainnerve, individually or collectively, as the context may require, the “Borrower”); and LIVE OAK BANKING COMPANY, a North Carolina banking company (“Lender”).
On Castellum Letterhead]Letter Agreement • February 23rd, 2024 • Castellum, Inc. • Services-management consulting services
This Letter Agreement sets forth our agreement regarding your existing $6,400,000 of promissory notes owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you. We have agreed as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2023 • Castellum, Inc. • Services-management consulting services • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executed this 22nd day of March, 2023 Maryland corporation (the “Company”), James Morton (the “Executive”), and solely with respect to Section 5(c), Castellum, Inc., a Nevada corporation (the “Parent”).
First Amendment to Stock Purchase AgreementStock Purchase Agreement • June 29th, 2022 • Castellum, Inc. • Services-management consulting services
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment #1”) is made and entered into as of June 2, 2019, by and among BioNovelus, Inc. (“Buyer”), Bayberry Acquisition Corp. (the “Company”), and all of the stockholders of the Company (collectively, the “Stockholders” and individually a “Stockholder”)(Buyer, the Company, and the Stockholders collectively are the “Parties”). Terms not defined herein use the same definitions as used in the Stock Purchase Agreement dated May 6, 2019 by and among the Parties (the “Agreement”). Certain capitalized terms used in this Amendment #1 and not otherwise defined use their definitions from the Agreement.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 28th, 2023 • Castellum, Inc. • Services-management consulting services • Maryland
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is being entered into as of March __, 2023, by [______]1, individually (the “Restricted Party”), in favor of and for the benefit of Global Technology and Management Resources, Inc., a Maryland corporation (the “Company”), Castellum, Inc., a Nevada corporation (the “Parent”), and each of the Parent’s and the Company’s respective present and future successors, assigns and direct and indirect subsidiaries (together with the Parent and the Company, individually, a “Covered Party” and collectively, the “Covered Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
Item 1 - LABOR HOUR SUBCONTRACT AGREEMENT (REV 01/01/2020)Castellum, Inc. • September 2nd, 2022 • Services-management consulting services • Virginia
This Labor Hour (LH) Subcontract Agreement constitutes the entire agreement and understanding between the parties with respect to ALL documents incorporated herein and supersedes all prior representations and agreements. It shall not be varied except by an instrument in writing of subsequent date duly executed by authorized representatives of the parties.
BUSINESS ACQUISITION AGREEMENT BY AND BETWEEN CASTELLUM, INC. AND LEXINGTON SOLUTIONS GROUP, LLC February 11, 2022Business Acquisition Agreement • June 29th, 2022 • Castellum, Inc. • Services-management consulting services • Maryland
This BUSINESS ACQUISITION AGREEMENT (this “Agreement”), dated as of February 11, 2022, is made by and between Castellum, Inc., a Nevada corporation (“Buyer”) and Lexington Solutions Group, LLC, a Virginia limited liability company (the “Seller”). Capitalized terms used herein shall have the meaning set forth on Exhibit A.
February 16, 2024 Mr. Emil Kaunitz VIA EMAIL Re: Letter Agreement regarding extending your promissory note Dear Emil:Letter Agreement • February 23rd, 2024 • Castellum, Inc. • Services-management consulting services
This Letter Agreement sets forth our agreement regarding your existing $400,000 promissory note issued in August 2021 and owed by Castellum, Inc. (“Castellum”) and one or more of its affiliates to you (the “Note”). We have agreed as follows:
Second Amendment to Stock Purchase AgreementStock Purchase Agreement • June 29th, 2022 • Castellum, Inc. • Services-management consulting services
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment #2”) is made and entered into as of June 8, 2019, by and among BioNovelus, Inc. (“Buyer”), Bayberry Acquisition Corp. (the “Company”), and all of the stockholders of the Company (collectively, the “Stockholders” and individually a “Stockholder”)(Buyer, the Company, and the Stockholders collectively are the “Parties”). Terms not defined herein use the same definitions as used in the Stock Purchase Agreement dated May 6, 2019 by and among the Parties (the “Agreement”). Certain capitalized terms used in this Amendment #2 and not otherwise defined use their definitions from the Agreement.
February 13, 2023 VIA ELECTRONIC MAIL Castellum, Inc.Castellum, Inc. • February 16th, 2023 • Services-management consulting services
AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENTSubordination and Standby Agreement • February 23rd, 2024 • Castellum, Inc. • Services-management consulting services • North Carolina
THIS AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of February 22, 2024 (the “Effective Date”), between LIVE OAK BANKING COMPANY, a North Carolina banking company, having an office at 1741 Tiburon Drive, Wilmington, North Carolina 28403 (the “Lender”); CASTELLUM, INC., a Nevada corporation with an address at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182 (“Castellum”), SPECIALTY SYSTEMS, INC., a New Jersey corporation with an address at 1451 Route 37 West, Toms River, New Jersey 08755 (“SSI”), CORVUS CONSULTING, LLC, a Delaware limited liability company dba CORVUS DEFENSE CONSULTING LLC with an address at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182 (“Corvus”), MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation with an address at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182 (“MFS”) and GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., a Maryland corporation with an address at 44145 Airport View Drive, Suite
