| RELATED PARTY TRANSACTIONS |
NOTE
9 – RELATED PARTY TRANSACTIONS
Related
Party transactions with the Company are as follows:
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1) |
Short-term notes payable,
convertible notes, and legacy liabilities issued to related parties are described in NOTE 6. |
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2) |
A board resolution was
passed on February 13, 2020 that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony
Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company
while they receive less than full salaries. |
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3) |
During 2024, the board
of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact
that they are not receiving payments of salaries on a consistent basis. CEO Ben Slager is to receive annual salary of $525,000 and
CFO Anthony Santelli $325,000. |
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4) |
In June 2024, the board
of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers
to be paid in restricted stock units and options of 4%, 3%, and 3%, respectively, of the equity and warrants granted to investors
on the next $50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring salary or
lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company raises capital
through sale of its common stock. As of September 30, 2025, Ben Slager is to be issued 282,800 RSUs and options with a 15-cent exercise
price, and both Anthony Santelli and Chris Kneppers are each to be issued 212,100 RSUs and options. None of the RSUs nor options
have been issued as of September 30, 2025. |
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5) |
As of April 1, 2024, the
board of directors approved ceasing accruing interest on back pay due to officers and on directors’ fees. In lieu of interest,
the Company will pay an additional $25,000 to each director contingent upon the financing of the first plant or the successful uplisting
to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100% of the outstanding back pay balance due to Officers Ben Slager
and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically come due upon a
Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7. |
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6) |
As of August 28, 2024,
each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any new investor first introduced to the
Company by the Director. The warrants shall either be at the same price as any warrants being offered in the raise, or, if there
are no warrants in the raise, then at the closing market price on the date in which the funds are received. All warrants will have
a 5-year expiration from the date of the investment. No such cash/warrants have been earned to date. |
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