NOTE 10 - DUE TO RELATED PARTIES

In support of the Company’s efforts and cash requirements, it has relied and continues to rely on certain ‘advances’ from related parties and from one professional consultant. This reflects the willingness of certain members of senior management and those associated with the Company’s successful future not to take remuneration payments owing to them in accordance with their contracts, and in certain cases not to be reimbursed in a timely fashion for expenses legitimately incurred on behalf of the Company (“related party advances”). These Company liabilities are composed of legitimately incurred contractual remuneration, advances or amounts paid in satisfaction of the Company’s liabilities to third parties (often as expenses).

On February 29, 2024, seven senior employees and consultants of the Company who were owed a total of $2.23 million on that date, concluded agreements deferring payment of outstanding amounts owing to them on certain specific terms (“Debt Extension Agreements”). The Debt Extension Agreements replaced previously signed agreements relating to debt deferral and remuneration and were signed to cover all debts owing from time to time to the seven employees and consultants of the Company. Debts included were those: (i) legitimately incurred unpaid contractual remuneration (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future remuneration that will not be paid in a timely fashion being accumulated as a debt in accordance with the terms of the Debt Extension Agreement.

The Debt Extension Agreements set out the terms under which the seven employees and consultants would receive their past indebtedness except for the employee that resigned, their future remuneration. Each of these agreements provides for all the indebtedness due to the respective persons to become due and payable as soon as the Company shall have either (i) achieved an annual EBITDA of $5 million per annum as indicated by reference to the Annual Report of the Company on Form 10-K/A or if no such report is filed, in accordance with the audited financial reports presented to the shareholders, or, (ii) achieved a quarterly income figure of $12 million, or, (iii) the Board of Directors of the Company shall declare the Indebtedness due. Until such time as payment is made, all Indebtedness shall incur interest at 8%. The Agreements additionally provide for the respective salaries fixed in the employment or consulting agreements to be reduced to at least ¼ of the amount of remuneration set forth in the employment or consulting agreement from March 1, 2024. Remuneration will increase to ½ of the agreed salary either (a) on the date on which the Company shall raise more than $3 million in equity or debt finance, or (b) the date on which the Company shall receive booked revenue. The Debt Extension Agreement on one employee was further lowered by an addendum dated July 1, 2024.

The agreements further provide for each signatory with the Company to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

On the date of this filing there have been no conversions of indebtedness by any current, or former employee or consultant on the date of this fiscal year ended 2024 10K/A filing. Furthermore, on August 21, 2026, the Board of Directors unanimously approved to cancel all back salaries, accrued interest for all current employees, former employees and consultants.

The indebtedness of the Company to the signatories of the Debt Extension Agreements shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness due, on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the Agreement within 11 days of the month end in which the remuneration was incurred.

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Execution Date.

By signature of an addendum with each of the signatories of the Debt Extension Agreements on July 1, 2024, the said agreements shall only enter into force on the first date following May 30, 2025 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2025, each of the Debt Extension Agreements shall become void and cease to have effect.

As of December 31, 2024, none of these Debt Extension Agreements had entered into force, however the Company was abiding by the terms of the said agreements.

It is anticipated that the forbearance shown by the Company’s personnel will continue until such time as the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing.