EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 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”).
WARRANT TO PURCHASE COMMON STOCK OF CASTELLUM, INC.Warrant Agreement • June 29th, 2022 • Castellum, Inc. • 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.
ContractNote Agreement • June 29th, 2022 • Castellum, Inc. • 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 August 12, 2021, by and among CASTELLUM, INC., KC HOLDINGS COMPANY, INC., SPECIALTY SYSTEMS, INC., AND THE STOCKHOLDERS NAMED HEREINMerger Agreement • June 29th, 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.
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.
