CASTELLUM SUPPORTS NATIONAL SECURITY AND CORPORATE ENTERPRISE NETWORKS
Competencies in cyber security, information technology, information warfare, and electronic warfare
Castellum, Inc. (OTC Pink: ONOV) is a technology company which is executing strategic acquisitions in the cyber security, information technology, information warfare,electronic warfare, software engineering, data analytics and program support. In June 2019, the company brought on a new management team specifically to pursue an acquisition-led growth strategy. The company completed its first acquisition in November 2019.
Code of Ethics and Business Conduct The manner in which we conduct business is grounded in a defined code of conduct and ethics that can be found at the bottom of this website. Brief History of Castellum
- June 2019 . BioNovelus Acquired by Bayberry Acquisition Corporation (Wright/Fuller)
- July 2019 . Stop Sign for trading removed
- August 2019 . Yield Sign for trading removed
- September 2019 . LOI to purchase Corvus Consulting, LLC
- November 2019 . Corvus Consulting Acquisition Announced
- January 2020 . RSM named audit firm
- January 2020 . BioNovelus changes name to Castellum
- March 2020. RSM completes audit
- January 2021. MFSI Acquisition Announced
- August 2021. Merrison Tech and Specialty Systems, Inc. Acquisitions Announced
Executive Management and Board of Directors
Mark Fuller is an accomplished leader and manager with over forty years of experience in public and private companies, large corporations and start-up ventures with businesses in the commercial and government sectors.He has served in numerous executive roles including Chairman, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Revenue Officer. In addition, he has held senior leadership positions responsible for engineering, operations, sales, corporate development/strategy and service delivery.Mark’s work history includes commercial companies and government contractors across various industries; telecommunications, Internet, software, cyber security, energy management, renewable energy, real estate and consulting. As part of management teams and as an outside advisor, he has raised over $3 billion in funding for the growth and expansion of businesses. In 2003 he was a founding shareholder of Chesapeake Government Technologies, which was acquired by Widepoint Corporation (Amex: WYY) in 2004 where he served as a Director and CEO. He has also led and been involved in various mergers and acquisitions.Mark is a graduate of the United States Military Academy at West Point, New York where he received a Bachelor of Science in Engineering and has earned FINRA (NASD) Series 7 and 66 licenses.
Jay Wright has over twenty years of experience in finance and public markets. As the Chairman, Chief Executive Officer or Chief Financial Officer of three public companies over the past eleven years, he has structured numerous private and public financing transactions. He also served as Chief Financial Officer for TAMSCO, a privately held government contractor, which he helped sell for $83.5 million in 2003, and was a founding shareholder of Chesapeake Government Technologies, which was acquired by Widepoint Corporation (Amex: WYY) in 2004. He has expertise in all aspects of structuring private placements and in creating exits via mergers and acquisitions and open market sales. Previously, Mr. Wright worked as an investment banker with Merrill Lynch in New York and a mergers and acquisitions lawyer with Foley & Lardner in Chicago and Skadden, Arps in New York. Mr. Wright received his law degree from the University of Chicago Law School and his Bachelor’s degree in Business Administration from Georgetown University, summa cum laude, where he also serves as an adjunct finance professor. Mr. Wright is a member of the Illinois state bar and is Series 7, 24 and Series 66 qualified. Mr. Wright is the co-author of Finance and Accounting for Nonfinancial Managers, Sixth Edition (Perseus Books, 2010)..
Emil Kaunitz was raised in Irvington, New Jersey and graduated from Ohio Northern University where he obtained a Bachelor of Science in Physics. He also earned a Master of Science in Computer Science from Pratt Institute. Emil was employed by Sperry Systems Management in Great Neck, Long Island, where he was an inertial navigation field engineer and spent over two years at sea on Navy ships. He also developed computer systems for the Navy’s Polaris Submarine program, Sperry’s Shipboard Collision Avoidance System and the Operations Research Simulator for the Merchant Marine Academy at Kings Point. Subsequently, Emil was a consultant for the Naval Air Engineering Center at Lakehurst, where he developed the Information Technology Strategy for support of the Navy’s Test Programs for Avionic Automatic Test Equipment.
In 1978, Emil formed Specialty Systems, Inc. in Toms River, a system and software development company to serve commercial, government and defense clients. In July of 2018, the company celebrated its 40th year in business and continues to provide government and commercial clients the highest quality state-of-the-art automation systems. Today, with a staff of 91, Specialty Systems services Navy and Army clients, the Australian Navy, State, County, Municipal and Local Government agencies, as well as commercial firms. The company has served almost half of New Jersey State agencies and is positioned as the primary supplier of aircraft carrier flight deck management systems for the Navy.
Emil served on the Save Lakehurst Base Committee; this group was largely responsible for saving Naval Air Warfare Center, Lakehurst, NJ from closure in the 1995 BRAC. Emil has been the Chairperson of the Friends of Navy Lakehurst since 1995 and has served as the Lakehurst representative of the Governor’s Commission to Support and Enhance New Jersey’s Military and Coast Guard Installations. He is currently serving on the Governor’s Council on Armed Forces and Veterans’ Affairs and Defense Enhancement Coalition as the Lakehurst Base representative.
Since 1993, Emil has supported the Lakehurst Base and the State of New Jersey in the retention of Military bases. His past and continued service to various organizations that support Joint Base MDL and the Lakehurst community continues today.
In 1978, Emil formed Specialty Systems, Inc. in Toms River, a system and software development company to serve commercial, government and defense clients. In July of 2018, the company celebrated its 40th year in business and continues to provide government and commercial clients the highest quality state-of-the-art automation systems. Today, with a staff of 91, Specialty Systems services Navy and Army clients, the Australian Navy, State, County, Municipal and Local Government agencies, as well as commercial firms. The company has served almost half of New Jersey State agencies and is positioned as the primary supplier of aircraft carrier flight deck management systems for the Navy.
Emil served on the Save Lakehurst Base Committee; this group was largely responsible for saving Naval Air Warfare Center, Lakehurst, NJ from closure in the 1995 BRAC. Emil has been the Chairperson of the Friends of Navy Lakehurst since 1995 and has served as the Lakehurst representative of the Governor’s Commission to Support and Enhance New Jersey’s Military and Coast Guard Installations. He is currently serving on the Governor’s Council on Armed Forces and Veterans’ Affairs and Defense Enhancement Coalition as the Lakehurst Base representative.
Since 1993, Emil has supported the Lakehurst Base and the State of New Jersey in the retention of Military bases. His past and continued service to various organizations that support Joint Base MDL and the Lakehurst community continues today.
Captain (Retired) Glen Ives is responsible for establishing and growthing Castellum's Navy and Marine Corps Division. Additionally he will identify companies for potential acquisition. In his previous role as President and CEO of Sabre Systems, he brought together a world class team of technology leaders and professionals and transformed the company into a leading technology solutions and services enterprise, providing software and systems engineering solutions for mission critical requirements across the high value domains of Cyber, AI/ML, C5ISR, Data Science and Analytics, Cloud Technologies, and Digital Transformation. A graduate of the United States Naval Academy and United States Army War College, he served as a Naval Officer and Naval Aviator deployed throughout the world and across the United States.
His last Navy assignment was in Southern Maryland as Commanding Officer of the World’s Finest Naval Air Station Patuxent River, the nation’s premier Research, Development, Test and Evaluation Center of Excellence for Naval Aviation; representing a $45 billion enterprise of over 22,000 engineering, technology and business professionals.
He also served as President of the Southern Maryland Navy Alliance and helped lead Maryland’s efforts to become a FAA designated UAS Test Site for UAS integration into the National Airspace, and he coordinated and brokered a partnership with the states of Maryland, Virginia and New Jersey and their respective state universities.
His leadership while President of the Southern Maryland Navy Alliance, also helped to bring the University System of Maryland to the Southern Maryland region with an anticipated $85 million Academic and Research, Development and Technology Innovation complex at the University System of Maryland at Southern Maryland. This new multi-million dollar center will fuel technology innovation, transfer and commercialization, and new startups. It will also significantly strengthen the Southern Maryland region’s work force through education and training opportunities, grow better paying, higher quality professional careers and jobs, and diversify the region’s economy and industry base.
Glen also served on the Board of Directors of the Professional Services Council (PSC), the leading advocate of the government technology and professional services industry, as well as the Southern Maryland Navy Alliance (Past President). He is a member of the Board of Trustees of St. Mary’s College of Maryland and the Advisory Board for the University System of Maryland at Southern Maryland.
He also served as President of the Southern Maryland Navy Alliance and helped lead Maryland’s efforts to become a FAA designated UAS Test Site for UAS integration into the National Airspace, and he coordinated and brokered a partnership with the states of Maryland, Virginia and New Jersey and their respective state universities.
His leadership while President of the Southern Maryland Navy Alliance, also helped to bring the University System of Maryland to the Southern Maryland region with an anticipated $85 million Academic and Research, Development and Technology Innovation complex at the University System of Maryland at Southern Maryland. This new multi-million dollar center will fuel technology innovation, transfer and commercialization, and new startups. It will also significantly strengthen the Southern Maryland region’s work force through education and training opportunities, grow better paying, higher quality professional careers and jobs, and diversify the region’s economy and industry base.
Glen also served on the Board of Directors of the Professional Services Council (PSC), the leading advocate of the government technology and professional services industry, as well as the Southern Maryland Navy Alliance (Past President). He is a member of the Board of Trustees of St. Mary’s College of Maryland and the Advisory Board for the University System of Maryland at Southern Maryland.
Advisory Board
Tom McMillen—Olympian, Rhodes Scholar, professional basketball player, Congressman, author, businessman—first received acclaim in high school when he was named the best basketball player in the US, featured on the cover of Sports Illustrated, A graduate of the University of Maryland, McMillen was a Rhodes Scholar, played eleven years in the NBA, was a member of the 1972 Olympic team, served three terms in the US House of Representatives and was co-chair of the President’s Council on Fitness and Sports. McMillen currently serves as CEO and President of the LEAD1, comprising 130 of the premier college athletic programs representing over $8 billion in revenue. During his career, McMillen has been an active investor, principal and board member in many companies, including ten public companies. He was formerly a member of the board of regents of the University of Maryland System and was the Founding Chairman of the National Foundation on Physical Fitness, Sports, and Nutrition. His book, Out of Bounds, examines the conflicts between sports and ethics.
General (Retired) John F. Campbell retired from the US Army on 1 May 2016 after 37 years of active duty service. He was most recently the Commander of all US and NATO Forces in Afghanistan from August 2014 to March of 2016. He also served as the 34th Vice Chief of Staff of the U.S. Army; the second highest ranking officer in the 1.1 million US Army. General Campbell has commanded at all levels of the Army, from a company of paratroopers, to a Special Forces Operational Detachment Alpha, to a light infantry battalion, to a brigade of paratroopers in the 82d Airborne Division to the Commanding General of the famed 101st Airborne Division.
General Campbell has deployed multiple times to both Iraq and Afghanistan and has over 54 months in combat. He holds a Bachelor of Science degree from the U.S. Military Academy and master’s degrees in Public Administration from Golden Gate University and an honorary MS in National Security Strategy from the Army War College. During his military service, General Campbell earned a number of individual and campaign awards and decorations to include the Defense Distinguished Service medal, three Distinguished Service Medals, the Defense Superior Service Medal, three Legions of Merit, three Bronze Star Medals, the Combat Infantry Badge, Combat Action Badge, Master Parachutist Badge and the Ranger and Special Forces Tabs. In 2018 he was inducted into the inaugural class of the 82d Airborne Division’s Hall of Fame. He currently serves on several corporate boards and veteran non-profit boards and is the Chairman for Army Emergency Relief (AER) and Chairman for NS2 Serves.
Bernie Champoux joined Hanwha in May 2017, formed and led the establishment of their US & Americas business for four years, before moving to Government Relations, May 2021. Prior to Hanwha, he consulted for Lockheed Martin, L3, CENTRA Technology, Analytical Services (ANSER), and the Defense Science Board. He is a founding Director, Korean Defense Veterans Association; a Director for MFSI Government Group, the National Defense Industrial Association, and Vice Chairman, Korean War Veterans Memorial Foundation.
Bernie served nearly 39 years in the US Army commanding from Platoon through Field Army in light, mechanized, and motorized Infantry, with multiple tours in the Rangers, and numerous operational deployments including over three years in combat. He led the 25th Infantry Division as the last Division Headquarters in Iraq during Operation New Dawn.
Bernie was the Executive Officer to the Commander in Chief, United States Southern Command and the Executive Assistant to the Vice Chairman of the Joint Chiefs of Staff. He was also both the Deputy and Chief of Legislative Liaison, Office of the Secretary of the Army.
Following in his father's footsteps who served as a company commander during the Korean War, Bernie served almost four years in the Republic of Korea culminating his tour of duty as the Commander, Eighth Army while simultaneously serving as the Chief of Staff for United Nations Command, ROK-US Combined Forces Command, and United States Forces Korea. He received the Gukseon Medal, Order of National Merit from the ROK government and the Department of Defense Distinguished Service Medal for his contributions to the ROK-US Alliance.
Bernie received his BA from Saint Anselm College, is a graduate of the US Army War College, and the Army Strategic Leader Development Program.
Bernie served nearly 39 years in the US Army commanding from Platoon through Field Army in light, mechanized, and motorized Infantry, with multiple tours in the Rangers, and numerous operational deployments including over three years in combat. He led the 25th Infantry Division as the last Division Headquarters in Iraq during Operation New Dawn.
Bernie was the Executive Officer to the Commander in Chief, United States Southern Command and the Executive Assistant to the Vice Chairman of the Joint Chiefs of Staff. He was also both the Deputy and Chief of Legislative Liaison, Office of the Secretary of the Army.
Following in his father's footsteps who served as a company commander during the Korean War, Bernie served almost four years in the Republic of Korea culminating his tour of duty as the Commander, Eighth Army while simultaneously serving as the Chief of Staff for United Nations Command, ROK-US Combined Forces Command, and United States Forces Korea. He received the Gukseon Medal, Order of National Merit from the ROK government and the Department of Defense Distinguished Service Medal for his contributions to the ROK-US Alliance.
Bernie received his BA from Saint Anselm College, is a graduate of the US Army War College, and the Army Strategic Leader Development Program.
Prior to joining Seagate in 2019 as the Senior Vice President of Human Resources, Internal Communications and Community Engagement, Patricia had a demonstrated track record of success in change management in large, complex, cross-functional organizations. She was most recently a senior advisor with the Thayer Leader Development Group. In the United States Army, she reached the rank of Major General, serving as the first-ever Director responsible for strategy, budget and policy for the U.S. Army’s cyber capabilities. She has led strategic alignment and problem-solving initiatives among interagency and international partners, with three decades of experience in Asia and the Middle East. She holds three masters degrees in the following areas: Human Resources Development, Strategic Intelligence and Strategic Studies.
Brigadier General Craig Nixon is a successful entrepreneur, retired General Officer and passionate supporter of veteran non-profit organizations. He was inducted into Ranger Hall of Fame andselected for the Auburn University at Montgomery Top Fifty in Fifty Alumni. Over a 29 - year Army career, Brigadier General Nixon served in a wide range of assignments with seven tours in special operations units including tours as the 75th Ranger Regiment Commander, and the Director of Operations for JSOC and USSOCOM during combat operations in Afghanistan and Iraq. He is a highly decorated soldier whose awards include the Distinguished Service Medal, Silver Star, three Bronze Stars, and the Purple Heart. After retiring from the Army in 2011, he was an original Partner at McChrystal Group and helped create a highly successful leadership consulting company leading engagements with a number of Fortune 500 Companies. He left to become the CEO for ACADEMI and over three years thru a combination of organic growth and acquisitions built Constellis Group - one of the world’s largest private security firms. He is currently the CEO of Nixon Six Solutions, a consulting firm focusing on growth and market entry strategy, leadership, and M&A. He is also a board member for a number of defense and technology companies, senior advisor to several capital funds and is an avid supporter of veteran focused non-profit organizations.
Trey Blalock is the Chief Development Officer and Chief Legal Officer for Health Care Navigator and its affiliates. He spearheads all transactional efforts, is responsible for developing, evaluating and executing all acquisition, disposition, construction, and investment and growth opportunities, and leads all strategic initiatives. Trey also provides HCN senior management with counsel and direction regarding significant legal events and oversees a team of lawyers, paralegals and other professionals that supports and assists HCN affiliates in matters related to licensure, litigation, corporate structuring, contract negotiation, survey response and risk management.Prior to joining HCN, Trey was in private practice for over 25 years and was a partner with several major law firms. His practice was primarily transactional, focusing on mergers and acquisitions, securities issuances and structured finance with companies in the financial services, government contracting, health care, energy and technology industries. He worked with companies of all sizes, including early stage, pre-revenue ventures, well-established middle market enterprises, and Fortune 1000 companies, and is familiar with the issues confronting businesses at all stages of development. He advised on matters ranging from negotiation strategy, business implementation and risk assessment to capital formation, corporate governance and disclosure. His broad areas of expertise include strategic planning, restructuring, M&A, problem-solving, management, market development, business growth, and leadership. He was instrumental in developing the securitization market for numerous alternative asset classes, including subprime loans and subordinated debt instruments.
In January 2020, Trey was selected to the OnCon Icon Top 50 Corporate Counsel List by a vote of his peers. He currently serves as an Advisory Board Member to Live Oak Endeavors, LLC and Second Act Financial Services.Trey received his bachelor of arts (economics) degree, cum laude, from the University of California, Los Angeles in 1980. He received his juris doctor degree, magna cum laude, from Tulane Law School in 1983, and served on the Board of Editors of The Tulane Law Review. He is admitted to practice in New York, California, Texas and the District of Columbia, and complies with continuing legal education requirements of the New York State Bar Association. He frequently serves as an arbitrator in customer and industry disputes under the FINRA Dispute Resolution program.
In January 2020, Trey was selected to the OnCon Icon Top 50 Corporate Counsel List by a vote of his peers. He currently serves as an Advisory Board Member to Live Oak Endeavors, LLC and Second Act Financial Services.Trey received his bachelor of arts (economics) degree, cum laude, from the University of California, Los Angeles in 1980. He received his juris doctor degree, magna cum laude, from Tulane Law School in 1983, and served on the Board of Editors of The Tulane Law Review. He is admitted to practice in New York, California, Texas and the District of Columbia, and complies with continuing legal education requirements of the New York State Bar Association. He frequently serves as an arbitrator in customer and industry disputes under the FINRA Dispute Resolution program.
F. Austin Branch is the Executive Director, Information Strategy and Programs, COLSA Corporation. Austin Branch joined the COLSA Corporation in July, 2015 after serving almost 30 years in Federal service as an Army Officer and Senior Civilian. He was commissioned as an Infantry Officer in 1986 from The Citadel, Charleston S.C. and went on to serve in multiple Command and Staff positions in conflict and in peace becoming the Army's first Information Operations Officer. Austin pioneered military operations in the information environment in key leadership positions in the Army, Joint Special Operations Command, Joint Staff, EUCOM, and deployed Joint and multinational Task Force Organizations across the globe. Upon retirement from the Army, Austin joined the Office of the Undersecretary of Defense for Intelligence as the Deputy Director and Chief of Operations for the Defense Policy Analysis Office with oversight of National special plans and technical operations. In 2008 was selected as a Defense Intelligence Senior Executive as Senior Advisor for Defense Information Operations focused on oversight, policy and support for Service and Joint Information Operations, and associated Special Access programs. In 2010, Austin was selected by the Secretary of Defense to lead the Information Operations and Military Information Support Defense Enterprise as the first Senior Director for this mission area in the Office of Policy and Special Operations and Low Intensity Conflict. In this capacity, Austin was DOD's senior representative for IO and special program oversight, policy and assessments. In 2013, Austin was selected by the Director for the National Counter-Terrorism Center and the DNI to establish and lead a new organization to address Domestic Counter Terrorism, Counter Violent Extremism, and Counter Terrorism Cyber Strategy and Policy in support of the National Security Council. In this capacity, he also served as the National Co-lead for countering ISIS propaganda and influence and associated IPC lead strategist for National Security Council. Austin is also one of the founder's of the newly formed Non-profit, Information Professionals Association (IPA). IPA is a professional organization established to serve the interests of the broader Information community worldwide and for issues related to Cognitive Security. Along with serving on Castellum's Advisory Board, Austin also serves on America Abroad Media's board, as well as several professional Boards and Committees including the 2019 Defense Science Board.
Captain (Retired) Chuck Zingler is an Executive Vice President at Guardian Centers, LLC, a privately owned training solutions company that supports Warfighters and National Security personnel, first responders, casualty assistance and consequence management professionals around the globe.
Over the past fifteen years, Chuck has helped lead small and large companies in achieving and sustaining market-leading growth, by developing strategies, mapping processes, coaching executives, account leaders, BD/sales and capture personnel on the leading practices and habits that consistently win.
Chuck graduated from the U.S. Naval Academy and commissioned in the U.S. Navy where he was trained as an operational intelligence officer, mission planner, and targeteer. He served for 26 years, including leadership positions at sea, ashore and overseas, in peacetime as well as in conflict. Her received his M.S. in Strategic Intelligence from the Defense Intelligence College and served as a National Security Fellow at Harvard University, J.F. Kennedy School of Government.
Chuck graduated from the U.S. Naval Academy and commissioned in the U.S. Navy where he was trained as an operational intelligence officer, mission planner, and targeteer. He served for 26 years, including leadership positions at sea, ashore and overseas, in peacetime as well as in conflict. Her received his M.S. in Strategic Intelligence from the Defense Intelligence College and served as a National Security Fellow at Harvard University, J.F. Kennedy School of Government.
CASTELLUM, INC.CODE OF ETHICS AND BUSINESS CONDUCTAs adopted by the Board of Directors on July 10, 20221. Introduction.1.1 The Board of Directors of Castellum, Inc., a Nevada corporation, (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to:(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company;(c) promote compliance with applicable governmental laws, rules and regulations;(d) promote the protection of Company assets, including corporate opportunities and confidential information;(e) promote fair dealing practices;(f) deter wrongdoing; and(g) ensure accountability for adherence to the Code.1.2 All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.2. Honest and Ethical Conduct.2.1 The Company's policy is to promote high standards of integrity by conducting its affairs honestly and ethically.2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.3. Conflicts of Interest.23.1 A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that at may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company. Each director, officer, and employee and their family members may not accept gifts from persons or entities if such gifts are made in order to influence them in their capacity as an officer, employee, or director of the Company, or if acceptance of such gifts could create the appearance of a conflict of interest. Receipt of normal compensation (as set forth in employment agreements, consulting agreements, or offer letters from the Company, or as approved by the Chief Executive Officer (“CEO”) of the Company) and reimbursement of expenses within company guidelines in the ordinary course of business and/or as approved by the CEO of the Company (or the Board for the CEO’s expenses) are not conflicts of interest under this policy. Owning equity in the Company, in and of itself, is not a conflict of interest (generally it is an alignment of interests); however, in the event of a potential change of control of the business, an ownership position of more than 9.99% of the Company’s equity securities may constitute a potential conflict of interest depending on the facts and circumstances of the situation. The potential to become an executive officer or director in an acquiring company may be a potential conflict of interest requiring recusal from board discussions of a potential acquisition. The Board of Directors shall evaluate such situations and the potential need for a special committee of the Board to address such issues.3.2 Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director, officer, or their family members are expressly prohibited.3.3 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.3.4 Persons other than directors and executive officers who have questions about a potential conflict of interest, or who become aware of an actual or potential conflict should discuss the matter with and seek a determination and prior authorization or approval from the Company’s General Counsel. The General Counsel may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Executive Officer with a written description of the activity and seeking the Chief Executive Officer's written approval.Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Governance Committee of the Board of Directors.4. Compliance.34.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.4.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules, and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Company’s General Counsel.4.3 No director, officer or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information regarding the Company or any other company to:(a) obtain profit for himself or herself; or(b) directly or indirectly "tip" others who might make an investment decision on the basis of that information.5. Disclosure.5.1 The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.5.2 Each director, officer, and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure, to the extent that person is able, that the Company's books, records and accounts are accurately maintained. Each director, officer, and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.5.3 Each director, officer and employee who is involved in the Company's disclosure process must:(a) be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and(b) take all necessary steps, to the extent that person is able, to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.6. Protection and Proper Use of Company Assets.46.1 All directors, officers, and employees should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability and are prohibited. All directors, officers, and employees are required to comply with the Company’s cybersecurity policies.6.2 All Company assets should be used only for legitimate business purposes, though incidental personal use is permitted. Any suspected incident of fraud or theft should be reported for investigation immediately.6.3 The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.7. Corporate Opportunities. All directors, officers, and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers, and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers, and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer, or employee may compete with the Company.8. Confidentiality. Directors, officers, and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers, or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed.9. Fair Dealing. Each director, officer, and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer, or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.10. Reporting and Enforcement.10.1 Reporting and Investigation of Violations.(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Governance Committee, and, if it involves material financial matters, the Audit Committee.(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the General Counsel.5(c) After receiving a report of an alleged prohibited action, the Governance Committee, Audit Committee, the General Counsel, or the Chief Executive Officer must promptly take all appropriate actions necessary to investigate.(d) All directors, officers, and employees are expected to cooperate in any internal investigation of misconduct.10.2 Enforcement.(a) The Company must ensure prompt and consistent action against violations of this Code.(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Governance or Audit Committee determines that a violation of this Code has occurred, such Committee will report such determination to the Board of Directors.(c) If, after investigating a report of an alleged prohibited action by any other person, the General Counsel or the Chief Executive Officer determines that a violation of this Code has occurred, the General Counsel or Chief Executive Officer will report such determination to the Governance Committee and/or Audit Committee (as applicable) of the Board of Directors.(d) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.10.3 Waivers.(a) Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code provided that such waiver is documented in writing with the reasons for such waiver.(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC and applicable stock exchange rules.10.4 Prohibition on Retaliation.The Company does not tolerate acts of retaliation against any director, officer, or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.6ACKNOWLEDGMENT OF RECEIPT AND REVIEWAcknowledgment of Receipt and ReviewTo be signed and returned to the Human Resources Department.I, _______________________, acknowledge that I have received and read a copy of the Castellum, Inc. Code of Ethics and Business Conduct (the “Code”). I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.I understand that I should approach the General Counsel if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.____________________________NAME____________________________PRINTED NAME____________________________DATE