ContractCommon Stock Purchase Warrant • June 29th, 2022 • 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 • June 29th, 2022 • Castellum, Inc. • Services-management consulting services • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 25, 2022 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”), and David T. Bell (“Employee”).
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 • June 29th, 2022 • Castellum, Inc. • Services-management consulting services
BOARD AGREEMENTBoard Agreement • June 29th, 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 • June 29th, 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.
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”).
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”).
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.
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.
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.
