| 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 March 31, 2026, Ben Slager is to be issued 419,440 RSUs and options with an
exercise price ranging from 15 to 18 cents and expiring five years from issuance, and both Anthony Santelli and Chris Kneppers are
each to be issued 314,580 RSUs and 314,580 options with the same terms. None of the RSUs nor options have been issued as of March
31, 2026. |
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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 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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7) |
On
December 15, 2025, the Board of Directors approved of a $500,000 bonus for Ben Slager for having met the milestone of being able
to produce over 500 lbs of sugar in an 8-hour day, an offer originally made on March 12, 2021, as an incentive to upscale and commercialize
the Company’s patented CTS system. This amount is accrued in Deferred Wages and Directors’ Fees – Related party
as of March 31, 2026 and December 31, 2025. |
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