NOTE

–

RELATED PARTY TRANSACTIONS

The Company has received loans from several related parties, as described above in Notes

and

A loan totaling

$17,901

was made to Emergence Global as of both

March 31, 2021

and

December 31, 2020.

The loan was made for the business purpose of assisting Emergence with operating expenses. Emergence Global's Chief Executive Officer is Joseph Byrne, a

shareholder and former CEO, and current President and member of the board of CEN. Joseph Byrne, previously served as the Chief Executive Officer and member of the Board of Directors of the Company from

July 2017

until

November 13, 2019.

There are advances of

$1,229,328

and

$1,179,328

to CEN Ukraine as of

March 31, 2021

and

December 31, 2020,

respectively. Such advances were made for the purpose of funding the operations of CEN Ukraine as summarized in Note

CEN Ukraine was founded by Bill Chaaban. Prior to

December 3, 2017,

Bill Chaaban directly owned

51%

of CEN Ukraine. CEN Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Bill Chaaban personally funded the establishment and initial phases of CEN Ukraine. On

December 14, 2017,

the Company entered into a controlling interest purchase agreement with Bill Chaaban, our Chief Executive Officer and member of our board of directors, and another shareholder of CEN Ukraine, Usamakh Saadikh, a member of our board of directors, for

51%

of the outstanding equity interests of CEN Ukraine. The consideration will be paid by issuing common shares of the Company. The agreement, which is subject to certain conditions, has

not

closed as of

May 12, 2021,

as the Company needs to raise additional funds in order to proceed with the closing. Bahige (Bill) Chaaban, our Chief Executive Officer and member of our Board of Directors, and Usamakh Saadikh, a member of our Board of Directors, each directly own

25.5%

of CEN Ukraine respectively. The remaining

49%

of CEN Ukraine is owned by XN Pharma, which is an entity jointly owned by Bahige (Bill) Chaaban and Usamakh Saadikh. Bahige (Bill) Chaaban and Usamakh Saadikh do

not

currently hold any positions with CEN Ukraine. CEN Ukraine is operated and controlled by its sole director. Pursuant to Ukrainian law, shareholders of a company do

not

have the ability to control the company or the actions of its director. CEN Ukraine is operated under the direction of its management per the guidelines of Ukrainian law.

July 12, 2017,

the Company's Shareholders elected individuals to serve as Directors on the Board. These individuals hold long-term convertible notes payable issued prior to the election. All notes payable bear interest at

per annum and are convertible to common shares with various maturity dates. They became related parties when they were elected.

During both of the

three

-months ended

March 31, 2021

and

2020,

the Company incurred payroll and consulting expenses of

$31,200

with certain Board Members and Officers. As of

March 31, 2021

and

December 31, 2020,

$361,400

and

$330,200,

respectively, was payable to these related parties for payroll and consulting charges, which are included within accrued expenses.

During

2017,

the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a

$300,000

note payable. This equipment was then sold to CEN Ukraine for a loss of

$255,141

in exchange for a

$44,859

note receivable, payable in

equal installments beginning in

2017

through

2026.

payments have been received as of

March 31, 2021,

however, management expects this balance to be collectible.

Jamaal Shaban (“Lessor”), cousin of Bill Chaaban, leased

North Rear Road, a

10.4

acre site of land in Canada which included

two

buildings and a security vault, to the Company under an agreement effective

January 2017

for monthly rental payments of CAD

4,000

plus taxes for a period of

five

years. This lease was assigned by the Lessor to Jamsyl Group, a

third

-party, when Jamsyl Group purchased the property from Jamaal Shaban in

October 2019.

Effective

August 1, 2020,

the Company entered into a mutual termination and release agreement with Jamsyl Group in exchange for

36,500

shares of CEN common stock, valued at

$50,700,

which vested immediately, based upon remaining lease payments owed. The lease had been accounted for as an operating lease utilizing an

discount rate. All remaining associated right-of-use assets as of

August 1, 2020

$48,110

and associated liabilities of

$45,118

were written off in conjunction, resulting in a loss on lease termination of

$53,692.

During the

three

-months ended

March 31, 2020,

lease expenses of

$8,719

related to this agreement were recognized within general and administrative expenses.

The Company also leased office space in Windsor, Ontario from R&D Labs Canada, Inc., whose president is Bill Chaaban. This lease was subsequently assigned to RN Holdings Ltd, a

third

-party, on

May 8, 2019

when RN holdings purchased the building. Under the lease agreement effective

October 1, 2017,

monthly rents of CAD

2,608

are due through

September 2022,

at which point monthly rents of CAD

3,390

are due. Effective

August 1, 2020,

the Company ceased making payments and abandoned the leased space. Accordingly, the Company determined that there was

future economic value to the associated right-of-use asset and recognized a full impairment loss of

$146,795

August 1, 2020.

As of

May 12, 2021,

the Company has

not

reached an agreement with RN Holdings Ltd to modify or to settle the remaining contractual liability, which therefore remains recorded as of

March 31, 2021

under its original contractual terms. The associated liability as of

March 31, 2021

and

December 31, 2020

was

$170,169

and

$164,997,

respectively, utilizing an

discount rate. During the

three

-months ended

March 31, 2021

and

2020,

lease expenses of

$5,172

and

$6,325,

respectively, related to this agreement were recognized within general and administrative expenses.

Effective with the

August 1, 2020

lease termination and abandonments, all property, plant, and improvements, which were located at these properties were abandoned.

Maturities of the operating lease liability at

March 31, 2021

was as follows:

	Amount
2022	$	41,480
2023		28,618
2024		32,348
2025		32,348
2026		32,348
Thereafter		48,522

Total lease payments	$	215,664
Less imputed interest		45,495
Present value of lease liability	$	170,169