NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that the following subsequent event exists:

On May 10, 2024, the February 14, 2022 Note agreement between the Company and Sklar was amended to extend the maturity date to December 31, 2024.

Amendment to the Soylent Voting Agreement

On February 15, 2023 in connection with the closing of the Soylent Acquisition, STCB entered into a Voting Agreement (the “Original Soylent Voting Agreement”) with Mr. Sklar and certain other stockholders of STCB. Effective May 14, 2024, STCB, Mr. Sklar and certain other stockholders holding a majority of the shares then held by such stockholders entered into an amendment to the Soylent Voting Agreement (the “Soylent Voting Agreement Amendment” and together with the Original Soylent Voting Agreement, the “Soylent Voting Agreement”). The Soylent Voting Agreement Amendment generally provides that (i) until February 15, 2025, the stockholders and Mr. Sklar vote all shares such person has voting control over in favor of limited acquisitions, with the approval of the Stockholder Representative (defined in the Soylent Merger Agreement); (ii) requires that until the termination of the Soylent Voting Agreement the stockholders and Mr. Sklar shall vote all shares such person has voting control over in favor of the election of (a) a board of directors consisting of seven (7) members, inclusive of (1)  Sklar, (2) two such other person as may be designated by Mr. Sklar from time to time, (3) three directors as designated by a majority of the former Soylent preferred stockholders party to the Soylent Voting Agreement (the “Stockholder Directors”), and (4) an independent director designated by mutual agreement of Sklar and a majority of the former Soylent preferred stockholders party to the Soylent Voting Agreement; and (iii) provides that the elected directors adopt a Compensation Committee, Audit Committee and Governance Committee and customary charters. This description does not attempt to be exhaustive and is qualified in its entirety by reference to the Soylent Voting Agreement Amendment which is an exhibit to this Quarterly Report on Form 10-Q.

On February 15, 2023 in connection with the closing of the Soylent Acquisition, STCB entered into a Registration Rights Agreement (the “Original Soylent RRA”) with the Stockholder Representative. Effective May 14, 2024, STCB and the Stockholder Representative entered into an amendment to the Soylent Voting Agreement (the “Soylent RRA Amendment” and together with the Original Soylent RRA. the “Soylent RRA”). The Soylent RRA Amendment generally extended the Filing Date to May 15, 2025, and referenced the Second Share Adjustment to align with the Stockholder Agreement. This description does not attempt to be exhaustive and is qualified in its entirety by reference to the Soylent Voting Agreement Amendment which is an exhibit to this Quarterly Report on Form 10-Q.