CitroTech Inc. Transition Agreement with CTO

CitroTech Inc. has entered into a Transition Agreement with its Chief Technology Officer, Stephen Conboy. effective March 31, 2026. Mr. Conboy will transition from his role as CTO to an outside advisor to the CEO for a 90-day period ending June 30, 2026. During this period, he will assist in transitioning relationships and providing information on inventions, receiving $10,000 per month and reimbursement for pre-approved expenses, along with an advance of up to $200,000 in products. Post-transition, Mr. Conboy gains exclusive rights to sell specified company products within a defined geographic area, subject to minimum sales thresholds, and will receive preferred pricing on company products. The agreement also includes equity provisions, allowing the company to buy back or register a portion of Mr. Conboy's shares upon securing $10 million in financing. Additionally, the company will issue restricted common shares valued at $1.5 million annually, starting when gross revenue exceeds $10 million, until a $7.5 million royalty is satisfied, subject to offsets and ownership limitations. The agreement also includes a broad release of claims, confidentiality, non-disclosure, and non-disparagement clauses, with provisions for compensation suspension and liquidated damages in case of breach.