Reticulate Micro, Inc. Sample Contracts
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.
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”).
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”).
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”).
Executive Consulting Services AgreementExecutive Consulting Services Agreement • April 22nd, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This Executive Consulting Services Agreement (this “Agreement”) is entered into as of April 16, 2025 (the “Effective Date”) by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and Maxwell Kit, an individual, (“Consultant”). The Company and Consultant may be referred to herein, individually, as a “Party” and, together, as the “Parties”.
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”).
RETICULATE MICRO, INC. CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • March 26th, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
This Warrant is being issued pursuant to a Subscription Agreement, dated ________________, 2025 (the “Subscription Agreement”), by and among the Company, the Initial Holder and the other parties thereto.
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
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber whose name appears on the signature page to this Agreement (the “Subscriber”) in connection with the subscription to purchase the number of units (the “Units”), with each Unit consisting of (i) an unsecured promissory note (the “Note”) bearing interest of 12% per annum and (ii) a five-year-term warrant (the “Warrant”) to purchase shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), set forth on the signature page to this Agreement, of Reticulate Micro, Inc., a Nevada corporation (the “Company”), for an aggregate of purchase price as set forth on the signature page to this Agreement. Each Unit is priced at $25,000 (the “Purchase Price”) and will include a Note with an aggregate principal amount of $25,000, and a Warrant to acquire 25,000 shares of Class A Common Stock (the “Warrant Shares”) at an exercise price of $1.00 per share. A Subscriber may subscrib
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 22nd, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated 4 April 2025 (the “Effective Date”), by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 6th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc. • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of October 15, 2025 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 17th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc. • Nevada
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated October 7, 2025 (the “Effective Date”), by and between RMX Industries Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • March 31st, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Separation Agreement”) is made by and between PAUL SCARDINO, an individual (“SCARDINO”), and RETICULATE MICRO, INC., a Nevada corporation (the “Company”). SCARDINO and the Company are referred to herein collectively as the “Parties” and each individually as a “Party”.
AMENDMENT No. 1 TO INDEPENDENT DIRECTOR AgreementIndependent Director Agreement • October 17th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc.
AMENDMENT NO. 1 TO INDEPENDENT DIRECTOR AGREEMENT (this “Amendment”), dated as of October 7, 2025, by and between RMX Industries, Inc., a Nevada corporation (the “Company”) and M. Steven Kirchof (the “Director”). Each of the Company and the Director are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • January 2nd, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
JOINT VENTURE AGREEMENT, dated as of December 26, 2024 (this “Agreement”), by and between Reticulate Micro, Inc., a Nevada corporation (“RM”), the owners of K2E (as defined below) that are executing this Agreement (the “K2E Owners”), and K2 Endeavor DMCC (“K2E”), a UAE Free Trade Zone entity. Each of RM, K2E and the K2E Owners is referred to herein individually as a “Party” and, collectively, as the “Parties.”
GUARANTYGuaranty • November 6th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc. • Nevada
This GUARANTY, dated as of November 5, 2025 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [●], in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
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.
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 31st, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Florida
THIS MUTUAL TERMINATION AGREEMENT (the “Agreement”) is entered into on the 14th day of January 2025 by and between East Coast Petro, Inc. (“Lessor”), and Reticulate Micro, Inc. ( “Lessee”).
Amendment to Securities Purchase AgreementSecurities Purchase Agreement • November 6th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc.
This Amendment to Securities Purchase Agreement (the “Amendment”) is entered into as of November 5, 2025 (the “Effective Date”), by and between RMX Industries, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
AMENDMENT No. 1 TO Employment AgreementEmployment Agreement • April 22nd, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of April 16, 2025, by and between Reticulate Micro, Inc., a Nevada corporation (the “Company”) and Andrew Sheppard (the “Executive”). Each of the Company and the Executive are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
BLOCKED ACCOUNT CONTROL AGREEMENT | SECURED PARTY CONTROL (Negotiated) V1.7_08_24_21Blocked Account Control Agreement • November 6th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc.
BLOCKED ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 20, 2025, by and among RMX Industries Inc (“Company”), [●] (together with its permitted successors and assigns, “Secured Party”) and JPMorgan Chase Bank, N.A. (“Bank” and together with Company and Secured Party, “Parties” and each of the Parties in its individual capacity, “Party”).
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”.
TERMINATION AGREEMENTTermination Agreement • September 19th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc. • Delaware
This Termination Agreement (the “Agreement”) is entered into by and between Boustead Securities, LLC (the “Boustead”), and RMX Industries, Inc. (Formerly Reticulate Micro, Inc., the “Company”), on September 15, 2025 (the “Effective Date”). Boustead and the Company may each be referred to herein as a “Party,” or collectively 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 17th, 2025 • RMX Industries, Inc. • Services-computer programming, data processing, etc. • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2025, is by and among RMX Industries, Inc., a Nevada corporation with offices located at 4514 Cole Avenue, Suite 600, Dallas, Texas 75205 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
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”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • March 20th, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • Nevada
This SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Separation Agreement”) is made by and between Joshua Cryer, an individual (“Cryer”), and Reticulate Micro, inc., a Nevada corporation (the “Company”). Cryer and the Company are referred to herein collectively as the “Parties” and each individually as a “Party”.
AMENDMENT NO. 1 TO SELLING AGENCY AGREEMENTSelling Agency Agreement • May 12th, 2025 • Reticulate Micro, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 1 TO SELLING AGENCY AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2025, by and among Reticulate Micro, Inc., a Nevada corporation (the “Company”), Boustead Securities, LLC, a California limited liability company (“Boustead”), and Digital Offering, LLC, a Delaware limited liability company (“Digital Offering”). Each of the Company, Boustead and Digital Offering are sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”