FORM OF COMMON STOCK PURCHASE WARRANT CASTELLUM, INC.Common Stock Purchase Warrant • January 29th, 2024 • Castellum, Inc. • 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”).
CONFIDENTIALPlacement Agent Agreement • January 29th, 2024 • Castellum, Inc. • Services-management consulting services • New York
