KonaRed Corp

On December 12, 2018, pursuant to a Revenue Loan and Security Agreement with Decathlon Alpha III, LP (“Decathlon”), Decathlon advanced a loan to the Company in the amount of $1,000,000. Interest shall accrue on the loan from the date of issuance in accordance with rates determined by a percentage of projected revenues outlined in the payment schedule in the Revenue Loan and Security Agreement. The loan will be repaid in monthly installments on the 15th of each month following the date of issuance in amounts as outlined in the aforementioned schedule. The loan is secured by a security interest in all assets of the Company and will mature in May 2023. If desired and if certain terms are met, the Company will have the option to receive an advance of an additional $200,000 during 2019. It is noted in the agreement, that any advance should not be interpreted to cause this loan to be considered as a revolving line of credit.

On December 6, 2016, the Company entered into a securities purchase agreement (the “Securities Agreement”) with PCF Holdings Group, LLC. (“PCF”) under which PCF committed to invest, or cause to be invested, $940,000 in three tranches of (i) $300,000, (ii) $500,000 and (iii) $140,000, respectively for the purchase of Stock Units. Under the Securities Agreement, PCF (or its designee) will purchase from the Company up to 28.5 million stock units (each a “Stock Unit” and in the plural, the “Stock Units”), to be paid in three tranches. The series of warrants for each tranche each have the same three exercise prices, include cashless exercise rights, and have the same three expiry terms. The first tranche was priced at $0.024 per Stock Unit and the second and third tranches are priced at $0.04 per Stock Unit. Each Stock Unit consists of one share of restricted common stock of the Company (each a “Share”) and three separate warrant classes (each a “Warrant” and the shares underlying the Warrants being the “Warrant Shares” or, in the singular a “Warrant Share”) respectively have (i) an exercise price of $0.055 per share for a term of five years, (ii) an exercise price of $0.20 per shares for a term of three years and (iii) an exercise price of $0.25 per share for a term of 18 months. The fair market value of the shares based on closing market price on date of sale was $625,000 and the embedded value of the warrants based on a Black-Scholes option pricing model was $1,410,059. These shares were issued to three accredited investors (as that term is defined in Rule 501 of Regulation D under the Securities Act) or qualified under the terms Rule 506 Regulation D, and in issuing these shares we relied on the exemptions from registration requirements provided for in Rule 506 Regulation D and/or Section 4(a)(2) of the Securities Act. For the second and third tranches, each Stock Unit shall be priced at $0.04 per Stock Unit and shall consist of one Share and three separate warrant classes (each a “Warrant” and the shares underlying the Warrants being the “Warrant Shares”, or in the singular a “Warrant Share”) that shall respectively have (i) an exercise price of $0.055 per share for a term of five years, (ii) an exercise price of $0.20 per share for a term of three years and (iii) an exercise price of $0.25 per share for a term of 18 months. At the initial Tranche Closing, PCF purchased 12,500,000 Stock Units for a purchase price of $300,000 in cash (the “Initial Tranche”) and paid the related Supply Agreement license fee of $200,000. Subject to the continued accuracy and validity of the representations and warranties of the Company to PCF, the satisfaction by the Company of all its covenants set forth in the Securities Agreement and other considerations, then not later than 120 days from the Initial Tranche Closing (the “Second Tranche Closing”), Purchaser shall purchase 12,500,000 Stock Units (the “Second Tranche) for a purchase price of $500,000; and then not later than 120 days from the Second Tranche Closing (the “Third Tranche Closing”), Purchaser shall purchase 3,500,000 Stock Units (the “Third Tranche) for a purchase price of $140,000. The Securities Agreement includes a Beneficial Ownership Limitation and at no time may PCF exercise warrants or purchase shares if such exercises or purchases would result in PFC and its affiliates owning an aggregate of shares of our common stock in excess of 17.5% of the then outstanding shares of our common stock. PCF and its affiliates may sell or transfer Units, Shares or Warrants that exceed, or might cause PCF to exceed, the Beneficial Ownership Limitation in order for PCF to comply with the Beneficial Ownership Limitation. PCF may at any time request one registration under the Securities Act, of all or part of its Shares (including any Warrant Shares issuable upon exercise of any Warrants) (a “Demand Registration”), however the Company will not be obligated to effect any Demand Registration within nine months from the Initial Tranche Closing, or when Purchaser has the ability to freely sell the securities proposed to be registered under Rule 144, without being subject to any volume or manner of sale restrictions thereunder.

Michael Hartman has been Chief Marketing Officer and Executive Vice President of CEC Entertainment Inc. since January 2015. Mr. Hartman served as Senior Marketing Officer of Busch Gardens and Sesame Place at SeaWorld Entertainment, Inc. Mr. Hartman oversaw marketing programs for Busch Gardens parks in Tampa, Fla. and Williamsburg, Va.; water parks Adventure Island in Tampa and Water Country USA in Williamsburg; and Sesame Place, a Sesame-Street-themed park in Langhorne, Pa. near Philadelphia. He managed corporate marketing functions that support the Busch Gardens brands and Sesame Place. He held a variety of senior marketing positions in 13 years at PepsiCo, most recently Vice President of Marketing for Pepsi Beverages Company in Somers, N.Y. He managed marketing for the $2.5 billion non-carbonated beverage portfolio, including Aquafina, Lipton and Gatorade. He also headed marketing for Pepsi-QTG Canada and was Vice President, Quaker Snack Bars at Frito-Lay Convenience Foods in Chicago. Prior to joining Pepsi, he held marketing positions with Colgate-Palmolive, Reckitt Benckiser and Clarion Performance Properties.

Mark Masten serves as CEO of Joolies Organic Medjool Dates. Previously he was the VP of Global Sales at POM Wonderful. Mr. Masten has over 20 years of experience in development for health foods and beverage brands in the United States and internationally. Prior to his employment at POM Wonderful, Mr. Masten was employed at well-known companies such as Popchips and Wonderful Pistachios & Almonds. Mr. Masten has been recognized among the top leaders in The Wonderful Company for setting strategy, developing annual operating plans and executing against them. He has also launched the Wonderful Pistachio brand in North America and globally, using an integrated sales and marketing campaign and has gained California Pistachio Industry recognition for providing record returns for growers 9 straight years, as well as profit improvement. Mr. Masten has broad experience with top leaders in the health food and beverages industry.

Understanding that we are an emerging growth company, our Board of Directors has established compensation policies and practices for senior management that include a relative overweighting of equity-based compensation and a relative underweighting of current cash compensation. The Board of Directors believes that, in addition to preserving the Company’s limited cash resources, this aligns the interest of senior management with the interest of shareholders. (In addition, the Board of Directors believes that, given the nature and phase of development of our Company, the persons who have chosen to be and remain our shareholders expect and desire that management take significant risks with the goal of achieving rapid growth, and so that to the extent our compensation policies and practices tend our management toward risk-taking, that result is consistent with the desires of our shareholder body (and also consistent with the best interest of the Company).

There are no standard compensation agreements in place with any director for services as a director. During the year ended December 31, 2017, we paid no cash fees and no equity-based compensation to our directors (other than compensation to our named executive officers Kyle Redfield and Shaun Roberts, all of which compensation is fully reflected in the Summary Compensation Table).