UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, Reticulate Micro, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of ___________, 2023, by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
ContractWarrant Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of 1 January 2024, between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and Eduardo Martinez, an individual (the “Executive”).
STOCK OPTION AGREEMENTStock Option Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).
Executive Consulting Services AgreementExecutive Consulting Services Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Executive Consulting Services Agreement (this “Agreement”) is entered into as of October 1, 2022 (the “Effective Date”) by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and Joshua Cryer, an individual, (“Consultant”). The Company and Consultant may be referred to herein, individually, as a “Party” and, together, as the “Parties”.
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • October 11th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the principal amount of the Units (as defined below) of Reticulate Micro, Inc., a Nevada corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Units pursuant to Rule 506(b) promulgated under the Securities Act, up to $1,000,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one investor to participate in this Offering (as defined below) is $25,000, however, the Company reserves the ri
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Securities (as defined below) of Reticulate Micro, Inc., a Nevada corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise up to a maximum of $3,000,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one investor in the Offering (as defined below) to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions in an amount less than this amo
RETICULATE MICRO, INC. CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • October 11th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Warrant is being issued pursuant to a Subscription Agreement, dated ________________, 2024 (the “Subscription Agreement”), by and among the Company, the Initial Holder and the other parties thereto.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND A WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK of RETICULATE MICRO, INC.Public Offering Subscription Agreement • July 17th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Subscription Agreement relates to my/our agreement to purchase ________ units (the “Units”), with each Unit consisting of one share of class A common stock, $0.001 par value per share (the “Class A Common Stock”), and one Class A Common Stock purchase warrant to purchase one share of our Class A Common Stock, to be issued by Reticulate Micro, Inc., a Nevada corporation (the “Company”), for a purchase price of $3.50 per Unit, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Units, dated [*], 2024 contained in the offering statement on Form 1-A declared “qualified” by the Securities and Exchange Commission (the “SEC”) on [*], 2024 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated_____________, 2023, by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • July 17th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of July 17, 2024, by and among Reticulate Micro, Inc. (the “Company”), having an address at 3255 Bayside Lakes Blvd., Suite 106, Palm Bay, FL 32909, Boustead Securities, LLC, serving as the representative of the selling agents (the “Selling Agent”), having an address at 6 Venture, Suite 395, Irvine, CA 92618 USA, and Sutter Securities, Inc. (the “Deposit Account Agent”), a broker-dealer registered with the United States Securities and Exchange Commission (the “SEC”), having an office at 6 Venture, Suite 395, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain offering statement filed with the SEC dated May 24, 2024, under File Number 024-12440, including all attachments, schedules and exhibits thereto, as amended from time to time (the “Offering Statement”).
Executive Consulting Services AgreementExecutive Consulting Services Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Executive Consulting Services Agreement (this “Agreement”) is entered into as of 30, 2022 (the “Effective Date”) by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and Michael Chermak, an individual, (“Consultant”). The Company and Consultant may be referred to herein, individually, as a “Party” and, together, as the “Parties”.
PUBLIC OFFERING SUBSCRIPTION AGREEMENTSubscription Agreement • August 5th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Subscription Agreement relates to my/our agreement to purchase units, with each unit consisting of one share of class A common stock, $0.001 par value per share (the “Class A Common Stock”), and one Class A Common Stock purchase warrant to purchase one share of Class A Common Stock, (the “Units”), to be issued by Reticulate Micro, Inc., a Nevada corporation (the “Company”), for a purchase price of $3.50 per Unit, for a total purchase price of $__________ USD (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Units, dated July 31, 2024 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
Subscription AgreementSubscription Agreement • April 12th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
Intellectual Property License AgreementIntellectual Property License Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Intellectual Property License Agreement (this “Agreement”), effective as of August 8, 2022 (the “Effective Date”), is by and between Cytta Corporation (“Cytta”) a Nevada Corporation located at 2500 N Rainbow Blvd., Suite 2101, Las Vegas, NV 89108, (herein the “Licensor”) Mr. Gary Campbell , an individual located at 2500 N Rainbow Blvd., Suite 2101, Las Vegas, NV 89108, and Mr. Michael Collins, an individual located at 12545 Presnell St., Los Angeles, CA 90066 (collectively, “Supporting Licensors”), and Reticulate Micro, Inc.(“Reticulate”), a Nevada Corporation, with offices located at 12545 Presnell St., Los Angeles, CA 90066 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
AGREEMENT FOR THE PURCHASE AND SALE OF OUTSTANDING MEMBERSHIP INTERESTS OF EDWARE, LLCPurchase and Sale Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Agreement for the Purchase and Sale of Outstanding Membership Interests of Edware, LLC (“Agreement”) is made as of December 30, 2022, among EDWARE, LLC, a Delaware limited liability company (the “Company”), MAZHAR HUSSAIN, the holder of all of the issued and outstanding membership interests of the Company (the “Seller”), and RETICULATE MICRO, INC., a Nevada corporation (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of November 25, 2024, between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and Andrew Sheppard, an individual (the “Executive”).
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • California
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (the “Agreement”), dated March 14, 2023 (the “Effective Date”) is entered into between Basestones Capital Ltd., a Nevada corporation (“Seller”) and Reticulate Micro, Inc., a Nevada corporation (“Buyer”). (collectively, the “Parties,” or each, individually, a “Party”).
LEASE AGREEMENTLease Agreement • October 23rd, 2023 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Florida
This lease (“Lease”) is entered into between EAST COAST PETRO, INC., hereinafter referred to as “LESSOR”, and RETICULATE MICRO, INC. hereinafter referred to as “LESSEE,” whose business address is 3255 BAYSIDE LAKES BLVD SE PALM BAY FL 32909.
Reticulate Micro, Inc. Maximum: 2,857,142 Units SELLING AGENCY AGREEMENTSelling Agency Agreement • July 17th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
Reticulate Micro, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 2,857,142 units (the “Units”), with each Unit consisting of: (i) one share of class A common stock, $0.001 par value per share (the “Common Stock”), of the Company; and (ii) a warrant to purchase one share of Common Stock (the “Warrant”) to investors (collectively, the “Investors”), at a purchase price of $3.50 per Unit (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Boustead Securities, LLC and Digital Offering, LLC (the “Selling Agents”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares, the Warrants, and the Common Stock underlying the Warrants are referred to herein as the “Securities.” Th
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • August 5th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of July 30, 2024, by and among Reticulate Micro, Inc., a Nevada corporation (the “Company”), Digital Offering LLC, a Delaware limited liability company (the “Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
SELLING AGENCY ENGAGEMENT AGREEMENTSelling Agency Engagement Agreement • May 24th, 2024 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document. The terms of our agreement in principle are as follows:
