| RELATED PARTIES AND TRANSACTIONS |
NOTE
10 – RELATED PARTIES AND TRANSACTIONS
Related
Party transaction with the Company are as follows:
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1) |
Short-term
notes payable, convertible notes 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 stock options of 4%, 3%, and 3%, respectively, of the equity and warrants
sold 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 the end of 2025, Ben Slager is to be issued 382,000 RSUs and 282,800 options
with a 15 cent exercise price and 99,200 options with an 18 cent exercise price, all expiring five years from the date of issuance,
and both Anthony Santelli and Chris Kneppers are each to be issued 286,500 RSUs and 212,100 options with a 15-cent exercise price
and 74,400 with an 18-cent exercise price. These remain payable as of December 31, 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 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 were earned in 2025. |
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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. |
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