AGREEMENT AND PLAN OF MERGER made and entered into as of March 22, 2023, by and among CASTELLUM, INC., GTMR MERGER SUB, INC.,Merger Agreement • 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.
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”).
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).
