Consulting
Services Agreement


 


This
Consulting Services Agreement (the “Agreement”) is entered this
1st of October 2016 between Cayden Capital LLC, located at 4829 NW 124th Way, Parkland, FL 33076 (“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 Investment Banking Services, 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, make referrals and introductions and services to the Directors and/or Officers
    of the Company regarding public company financial and business matters, real estate expansion plans, 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 12 months (12) months. This Agreement may be terminated on 30 days notice by the Company,
    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 six (6) 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 to pay and deliver to Consultant $10,000.00 (U.S. Dollars) per month for its services during the Term hereof. Starting
    on October 1, 2016.
	 	 	 
	 	4.	In
    the event that the Company is unable to pay the Consultant its $10,000.00 monthly fee, both the Company and Consultant agree
    that the debt will be convertible into equity at a then agreed upon discount to its value at the time the payment should have
    been made.
	 	 	 
	 	5.	The
    Stock shall be restricted bearing all appropriate legends. Shares shall not be considered earned until delivered to the Consultant.


 




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	Representations,
    Warrants and Covenants
	 	 	 
	 	6.	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.
	 	 	 
	 	7.	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.
	 	 	 
	 	8.	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
	 	 	 
	 	9.	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.
	 	 	 
	 	10.	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
	 	 	 
	 	11.	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.
	 	 	 
	Notices
	 	 	 
	 	12.	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.


 






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	Additional
    Provisions
	 	 	 
	 	13.	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.
	 	 	 
	 	14.	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
	 	 	 
	 	15.	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


 




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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
	 	Date:	 
	 	 	 
	 	By:	 
	 	 	Cayden
    Capital LLC
	 	 	Tony
    Pedone its Manager
	 	Date:	 


 




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