ENTITY STRUCTURE & GOVERNANCE

Two Entities, One Mission

A brother-sister dual entity model: CaribVista Land Trust (non-profit) activates idle farmland and employs local farmers. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Both founded by the same person. Governed independently. Transparent to development finance partners.

BROTHER-SISTER MODEL // INDEPENDENT ENTITIES // COMMON FOUNDER

01 // ENTITY RELATIONSHIP

FOUNDER / COMMON LEADER

CEO of IAGRO SAT · Board of CaribVista (ex-officio, non-voting on conflicts)

SATIAGRO SAT Caribbean

FOR-PROFIT TECHNOLOGY COMPANY

Products:

Sentinel-2 satellite monitoring (10m)
ML crop health classification
NDVI/EVI/SAVI vegetation indices
Hurricane damage assessment
Carbon MRV verification
Yield forecasting models

Owns all technology IP. Can serve any client.

CLTCaribVista Land Trust

PROPOSED NON-PROFIT // NOT YET INCORPORATED

Mission:

Lease idle land from AG government
Partner with Barbuda Council for communal land
Employ and train local farmers
Manage crop production at scale
Sell produce to tourism sector & export
Reinvest surplus into community

Proposed entity. Requires development finance engagement to proceed.

CaribVista Land Trust pays IAGRO SAT for satellite monitoring services at arm's length pricing. IAGRO SAT has no control over CaribVista operations. CaribVista board independently approves all contracts.

02 // GOVERNANCE FRAMEWORK

Independent Governance with Barbuda Council Representation

CARIBVISTA LAND TRUST BOARD (8 SEATS)

INDEPENDENT

Independent Chair

Antigua & Barbuda agriculture or business leader

INDEPENDENT

Community Representative

Farmer association or rural community leader

INDEPENDENT

Barbuda Council Rep

Barbuda Council-appointed representative for communal land matters

INDEPENDENT

Legal/Finance Expert

Attorney or CPA with non-profit governance experience

INDEPENDENT

Academic/Technical

UWI Five Islands or regional agricultural research

INDEPENDENT

CDB Observer

CDB-appointed representative (non-voting)

AFFILIATED

Founder

Ex-officio, non-voting on conflict matters

INDEPENDENT

Staff Representative

Elected by CaribVista employees after Year 1

7 of 8 seats are independent. Founder is ex-officio and non-voting on any conflict-of-interest matter. Barbuda Council representative has veto power on Barbuda land decisions.

03 // GOVERNANCE SAFEGUARDS

Eight Safeguards Against Conflicts of Interest

01Independent Board Majority

At least 6 of 8 board members have NO financial relationship with IAGRO SAT

Source: CDB Procurement Procedures 2021

02Written Conflict of Interest Policy

Adopted at incorporation, signed annually by all board members and officers

Source: Antigua & Barbuda Companies Act

03Recusal Protocol

Founder recuses from ALL votes on own compensation and any IAGRO SAT contract

Source: IRS Section 4958

04Arm's Length Pricing

All services priced at or below market rate, with competitive bids documented annually

Source: OECD Transfer Pricing Guidelines

05Annual Independent Audit

By external firm with no relationship to either entity

Source: Antigua & Barbuda Companies Act / CDB requirement

06Public Disclosure

Entity relationship disclosed in annual reports, grant applications, board minutes

Source: CDB due diligence requirement

07Barbuda Council Oversight

Barbuda Council representative has veto on any Barbuda land-related decisions

Source: Barbuda Land Act 2007

08Separate Bank Accounts

No commingling of funds between entities whatsoever

Source: Antigua & Barbuda Companies Act

04 // SERVICE PRICING

Arm's Length Technology Pricing

IAGRO SAT charges CaribVista the same rates available to any client. Pricing benchmarked against Farmonaut ($3/ha/month), EOSDA ($2-5/ha/month), Cropin ($30-120/ha/yr), and Planet Labs API.

Scale	Base Fee	Per Ha	Hurricane Module	Total Annual	Effective $/ha/yr
Pilot (300 ha)	$18,000	$48	$4,000	$36,400	$121
Medium (1,800 ha)	$18,000	$40	$8,000	$98,000	$54
Full (7,225 ha)	$18,000	$34	$15,000	$278,650	$39

At full scale (7,225 ha), IAGRO SAT's monitoring service costs $39/ha/year — well below commercial alternatives. This is 0.13% of projected gross revenue. Hurricane damage assessment module is critical for Antigua & Barbuda's extreme exposure.

05 // REVENUE TRAJECTORY

10-Year Revenue Model

Year	Hectares	CV Revenue	CV Expenses	CV Net	IAGRO Fee	IAGRO Net
Y1	300	$2.5M	$1.8M	$700K	$36K	$-22K
Y2	900	$6.8M	$3.9M	$2.9M	$62K	$8K
Y3	1,800	$14.2M	$7.8M	$6.4M	$98K	$42K
Y5	3,600	$35.0M	$18.2M	$16.8M	$158K	$105K
Y10	7,225	$210.0M	$115.0M	$95.0M	$279K	$280K

KEY INSIGHT

CaribVista Land Trust generates $95M net revenue by Year 10 from 7,225 ha of activated farmland. IAGRO SAT's technology fee represents less than 0.3% of CaribVista revenue — proving the service is priced to benefit the non-profit mission, not to extract value. The IAGRO SAT contract is optional — CaribVista can use any monitoring provider.

06 // REAL-WORLD PRECEDENTS

This Structure Has Proven Precedents

Mozilla Foundation + Corporation

PARENT-SUBSIDIARY

Non-profit foundation created for-profit Corporation (2005) to handle $500M+ in search revenue. Foundation owns 100% of Corporation.

Lesson: Non-profit can legitimately contract with or own a for-profit when it serves the mission.

Source: mozilla.org/foundation/moco/

Patagonia / Holdfast Collective

TRUST + NON-PROFIT

Founder transferred 100% of Patagonia to Patagonia Purpose Trust (2% voting) + Holdfast Collective (98% economic, 501(c)(4)). For-profit generates revenue, non-profit funds climate action.

Lesson: For-profit can generate revenue that funds a non-profit mission while maintaining separate legal identities.

Source: patagonia.com/ownership/

Non-Profit Hospital Systems

NON-PROFIT + FOR-PROFIT VENDOR

US non-profit hospitals routinely contract with for-profit IT/management companies. Same individuals sometimes serve on both boards. Heavily regulated, works at massive scale.

Lesson: Structurally identical to CaribVista contracting IAGRO SAT. Key: independent approval, fair market pricing, annual audit.

Source: beckershospitalreview.com

TechnoServe / Digital Green

NON-PROFIT + TECH PARTNERS

Agricultural non-profits that contract with for-profit technology providers. Funded by Gates Foundation, MacArthur, World Bank, government partners.

Lesson: The non-profit-contracts-for-profit-tech-provider model is standard in agricultural development.

Source: technoserve.org, digitalgreen.org

07 // LEGAL FRAMEWORK

Antigua & Barbuda Legal Considerations

Companies Act

CaribVista Land Trust would be incorporated under the Companies Act of Antigua & Barbuda as a company limited by guarantee (not-for-profit). Registration through the Intellectual Property & Commerce Office (IPCO).

Barbuda Land Act 2007

All land on Barbuda is held in common by Barbudans. Agricultural leases require Barbuda Council approval. The communal tenure system is constitutionally protected. CaribVista would operate through community partnership agreements, not direct land purchase.

Crown Lands on Antigua

Government-owned former sugar estate lands on Antigua can be leased for agricultural purposes through the Ministry of Agriculture. Standard lease terms: 10-25 years renewable. Duty-free concessions available for agricultural equipment.

Development Finance Procurement Compliance

All contracts between CaribVista and IAGRO SAT must comply with CDB Procurement Procedures (January 2021) and equivalent IDB/World Bank standards. Competitive bidding, transparent pricing, independent approval. Development finance partners retain right of review at any time.

Foreign Investment Framework

Antigua & Barbuda Investment Authority (ABIA) oversees foreign investment. Agricultural investment eligible for incentives under the Fiscal Incentives Act. Work permits required for non-nationals.

08 // DEVELOPMENT FINANCE PATHWAY

Pathway to Development Finance Partnership

Phase 0

Months 1-6

Technical Assistance Grant

$500K for detailed feasibility, EIA, Barbuda Council consultation, legal incorporation of CaribVista

Phase 1

Months 7-18

Pilot (300 ha on Antigua)

$4M CAPEX — government co-finance + concessional lending (CDB/IDB). Prove the model works.

Phase 2

Years 2-3

Barbuda Expansion (1,800 ha)

Community partnership with Barbuda Council. Integrate with post-Irma reconstruction. $12M expansion.

Phase 3

Years 4-10

Full Scale (7,225 ha)

Full activation across both islands. Export infrastructure, processing facilities, carbon credit programme.

09 // REGIONAL CONTEXT

Part of a 15-Country Caribbean Initiative

Barbados

13,468 ha

Pilot

Antigua & Barbuda

8,500 ha

Phase 1

Jamaica

85,000 ha

Phase 2

Trinidad & Tobago

22,000 ha

Phase 2

Guyana

180,000 ha

Phase 3

Suriname

45,000 ha

Phase 3

Belize

38,000 ha

Phase 3

Dominican Republic

120,000 ha

Phase 4

Haiti

95,000 ha

Phase 4

Total regional idle land: 459,500 ha (filtered from 10.3M ha satellite grassland through tenure, infrastructure, soil, and protected-area exclusions) accessible across 15 Caribbean nations. Each country has a complete intelligence dossier. Antigua & Barbuda is a Phase 1 priority alongside Barbados due to government idle land availability and development finance eligibility (CDB, IDB, World Bank).

10 // RISK MITIGATION

Investment Risk Mitigation

Hurricane destruction

HIGH

Agroforestry design (40%), root crops (25%), CCRIF parametric insurance, satellite-based rapid damage assessment for claims

Water scarcity

HIGH

Drip irrigation, desalination allocation from APUA, 50,000L rainwater cisterns per 5 ha, drought-tolerant crop varieties

Barbuda communal land complexity

MEDIUM

Barbuda Council board seat with veto, community benefit-sharing, employment guarantees for Barbudans

Conflict of interest perception

LOW

7/8 independent board seats, annual audit, development finance partner right of review, arm's length pricing, public disclosure

Market/price volatility

LOW

Tourism sector premium demand, diversified 70/30 crop mix, CARICOM + EU market access, organic certification premiums

CARIBVISTA | IAGRO SAT CARIBBEAN // ENTITY STRUCTURE // FEBRUARY 2026

← Executive Brief Agriculture Feasibility Proof Annex Full 37-section dossier →

© 2026 IAGRO SAT Caribbean. All rights reserved.
Sources: AG Companies Act, Barbuda Land Act 2007, CDB Procurement Procedures, OECD Transfer Pricing
CaribVista Land Trust is a proposed entity — not yet incorporated.
CONFIDENTIAL — For named recipients only. Do not redistribute.