Consulting
Services Agreement


 


This
Consulting Services Agreement (the “Agreement”) is entered this
1st of April 2017 between Chad Tendrich, located at 1375 Gateway Blvd, Boynton Beach, Florida 33426 (“Consultant”),
and Cyclone Power Technologies, Inc., located at 601 NE 26th Ct., Pompano Beach, FL 33064 (“Company”).


 


WHEREAS,
the Company requires the services of an expert to advise in financial, business and banking/investor matters, and the Consultant
has such experience and expertise;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties hereinafter set forth,
the parties hereto hereby agree as follows:


 


Engagement


 


	 	1.	Company hereby engages
    Consultant and Consultant hereby accepts the engagement to become a business consultant to the Company and to render such
    advice, consultation, information, and services to the Directors and/or Officers of the Company regarding public company financial
    and business matters, audit and compliance matters, budgeting and forecast modeling, and other corporate strategic growth
    matters for the Company. It shall be expressly understood that Consultant shall have no power to bind Company to any contract
    or obligation or to transact any business in Company’s name or on behalf of Company in any manner.


 


Term


 


	 	2.	The term (“Term”)
    of this Agreement shall commence on the date hereof and continue for twelve months (12) months. This Agreement may be terminated
    on a 30 day notice by the Company prior to, or immediate by the Company in the case of a breach by the Consultant of this
    Agreement. In the case of an early termination, the Company shall have no further obligations to the Consultant as of the
    date of termination. This Agreement shall be extended for twelve (12) months terms at the end of the initial Term, unless
    either party gives notice within ten (10) days prior to the new term of its desire to terminate this Agreement.


 


Compensation
and Fees 


 


	 	3.	Company agrees starting April 1, 2017 to pay
    and deliver to Consultant $10,000 worth of restricted common stock of the Company (the “Stock Consideration”)
    per month ( convertible at a reasonable agreed discount) for its services during the Term hereof and shall be considered earned
    on the first of each month (even if the actual certificate is issued at a later date). 



 



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	 	4.	The Stock shall be restricted bearing all appropriate
    legends. Shares shall be considered earned by Consultant at 1st of each month. 


 


Representations,
Warrants and Covenants 


 


	 	5.	The Company represents, warrants and covenants
    to the Consultant that Company has the full authority, right, power and legal capacity to enter into this Agreement and to
    consummate the transactions provided for herein. 
	 	 	 
	 	6.	In the performance of its duties hereunder,
    the Consultant represents, warrants and covenants to the Company that it shall comply with all laws, rules and regulation
    of the Securities Exchange Commission, FINRA, any securities exchange that the Company’s securities are then listed,
    the Federal Trade Commission and any and all other regulatory bodies. Consultant hereby indemnifies and holds the undersigned
    and the Company harmless for any breach of this paragraph including a reasonable sum for attorney fees. 
	 	 	 
	 	7.	The Consultant further represents that it and
    all individuals associated with it shall at all times conduct its business in a legal manner subject to all state and federal
    securities laws. This Agreement may be terminated immediately if this provision is breached or if any facts become known to
    the Company, in the Company’s sole and absolute discretion, that would lead it to believe otherwise, or that may do
    harm to the image and reputation of the Company. 


 


Exclusivity;
Performance; Confidentiality


 


	 	8.	The services of Consultant hereunder shall not
    be exclusive, and Company may hire other consultants to perform similar or the same services. The Consultant agrees that it
    will, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of the
    Consultant pursuant to the terms of this Agreement. 
	 	 	 
	 	9.	Consultant acknowledges and agrees that confidential
    and valuable information proprietary to Company and obtained during its engagement by the Company, shall not be, directly
    or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise
    known to the public generally or is not otherwise secret and confidential.


 


Litigation
and Fees


 


	 	10.	Any controversy or claim arising out of or relating
    to this Agreement, or breach thereof, may be resolved by mutual agreement; or if not, shall be settled in accordance with
    Florida, in the courts of Palm Beach County. The prevailing party shall be entitled, in addition to such other relief as many
    be granted, to a reasonable sum for attorney’s fees. 



 



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Notices



 


	 	11.	Any notice or other communication required or
    permitted hereunder must be in writing and sent by either (i) certified mail, postage prepaid, return receipt requested and
    first class mail, (ii) overnight delivery with confirmation of delivery, or (iii) facsimile transmission with an original
    mailed by first class mail, postage prepaid. 


 


Additional
Provisions


 


	 	12.	No waiver of any of the provisions of this Agreement
    shall be deemed or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No
    waiver shall be binding unless executed in writing by the party making the waiver. No supplement, modification, or amendment
    of this Agreement shall be binding unless executed in writing by all parties.
	 	 	 
	 	13.	This Agreement constitutes the entire agreement
    between the parties and supersedes any prior agreements or negotiations. There are no third party beneficiaries of this Agreement.
    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, regardless
    of laws of conflicts.


 


Counterparts



 


	 	14.	This Agreement may be executed simultaneously
    in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
    the same instrument.
	 	 	 
	 	15.	For reporting purposes in public flings, this
    agreement shall be reported as “Tendrich Consulting Agreement dated April 1, 2017”


 


In
Witness Whereof, the parties hereto have
entered into this Agreement on the date first written above.


 


	 	Cyclone Power Technologies, Inc.
	 	 	 
	 	By:	 
	 	 	Frankie Fruge, President/Director
	 	Date:	
	 	 	 
	 	By:	 
	 	 	Chad Tendrich
	 	Date:	


 




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