Exhibit 10.3

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of 10/19/2026 (the “Effective Date”), by and between SDR Drone Inc. a Florida Corporation (the “Company”), and SJT Capital LLC, a Florida LLC (the “Consultant”).

WHEREAS, the Company wishes to engage the Consultant pursuant to the terms and conditions of this Agreement, and the Consultant wishes to be engaged by the Company pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement

The Company engages the Consultant, and the Consultant accepts such engagement, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending as provided in Section 4 (the “Engagement Period”).

2. Position and Duties

The Consultant shall serve as an independent contractor and not as an employee, agent, joint venturer, partner, broker-dealer, investment adviser or fiduciary of the Company.

During the Engagement Period, the Consultant shall use commercially reasonable efforts to provide general strategic consulting and advisory services relating to the Company’s business, public-market strategy, financing alternatives and capital-markets matters (collectively, the “Services”).

The Services may include, as the Consultant deems appropriate:

(a) reviewing Company information and materials;

(b) facilitating introductions to investment banks, broker-dealers, financial institutions, institutional market participants, strategic counterparties, commercial partners and other professional relationships in connection with the Company’s business and capital-markets strategy, subject to the activity limitations set forth below;

(c) providing general strategic, business and capital-markets advice;

(d) providing assistance concerning public-market positioning, financing alternatives, corporate development, strategic opportunities and the Company’s potential listing on a senior national securities exchange;

(e) assisting the Company in identifying and evaluating potential investment banking relationships, relevant market participants and strategic opportunities, including providing guidance regarding the Company’s capital-markets strategy and the potential sequencing of related initiatives;

(f) communicating periodically with Company management regarding relevant developments, introductions, strategic considerations and the general progress of the engagement, as reasonably appropriate; and

(g) providing such other related consulting or advisory assistance as the Consultant and the Company may mutually agree.

The foregoing descriptions are illustrative only and shall not be construed as mandatory deliverables, minimum performance obligations or separate conditions to the Consultant’s compensation. The Consultant shall retain discretion regarding the manner, timing, scope and level of effort devoted to the Services and shall not be required to devote any minimum number of hours, make any minimum number of introductions, arrange any minimum number of meetings, prepare any particular deliverable or achieve any specific result.

The Consultant shall not be responsible for any delay, nonperformance or outcome resulting from market conditions, third-party decisions, the Company’s conduct or lack of cooperation, inaccurate or incomplete information supplied by or on behalf of the Company, or circumstances outside the Consultant’s reasonable control.

The Consultant shall not negotiate the terms of any securities offering on behalf of the Company, recommend or solicit the purchase or sale of securities, handle investor funds or securities, provide investment advice to prospective investors, bind the Company, effect securities transactions, or engage in any activity requiring registration as a broker, dealer or investment adviser unless such activity is conducted through an appropriately registered entity or is otherwise permitted by applicable law based on advice of qualified securities counsel.

Any written external material prepared specifically for the Company shall be subject to the Company’s prior review and approval. The Company shall have sole discretion to accept or reject any relationship, engagement, transaction or agreement introduced or discussed by the Consultant.

The Consultant may rely without independent verification on information provided, authorized or approved by the Company and shall not be responsible for any inaccuracy or omission in such information unless actually known by the Consultant.

The Consultant does not guarantee any financing, uplisting, securities offering, investment-banking engagement, strategic transaction, commercial relationship or other outcome.

Introduced Relationships; Non-Circumvention. During the Engagement Period and for twenty-four (24) months after its expiration or termination, the Company shall not circumvent the Consultant with respect to any investment bank, broker-dealer, financial institution, institutional market participant, strategic counterparty, commercial partner or other business relationship first introduced to the Company by the Consultant during the Engagement Period, including any transaction, engagement or relationship pursued or completed during that period, and shall not represent that any such relationship was independently originated by the Company or another service provider. An introduced relationship may be established by reasonable written evidence, including an email, text message, CRM record, meeting invitation or other written communication identifying the introduction. The Company shall keep the Consultant reasonably informed regarding material communications with any such introduced party relating to the Services. Nothing in this paragraph entitles the Consultant to transaction-based compensation or compensation contingent upon the completion, size or success of any securities offering, financing or other transaction.

Status of the Consultant. The Consultant represents, warrants and covenants that neither the Consultant nor any of its members, managers, officers, employees or control persons is subject to any event described in Rule 262(a) of Regulation A or Rule 506(d)(1) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or to any statutory disqualification described in Section 3(a)(39) of the Securities Exchange Act of 1934 (the “Exchange Act”).

3. Compensation

(a) Share Compensation. As base consideration for the Services, and in addition to any milestone or other compensation expressly provided for under this Agreement, the Company shall, no later than five (5) business days following mutual execution of this Agreement, issue to the Consultant an aggregate of 250,000 shares of the Company’s common stock (the “Shares”).

The Shares shall be fully earned, fully vested and nonforfeitable as of the Effective Date, regardless of any administrative delay in their issuance, recording or delivery. The Shares shall not be subject to repurchase, forfeiture, clawback, cancellation, return or reduction as a result of the expiration or termination of this Agreement, any subsequent failure or cessation of Services, or any other event occurring after the Effective Date. Any Shares not yet issued or delivered shall remain an unconditional obligation of the Company.

The Company represents and warrants that the Shares have been duly authorized and, upon issuance, will be validly issued, fully paid and nonassessable. Promptly following issuance, the Company shall provide the Consultant with reasonably satisfactory evidence that the Shares have been recorded on the Company’s stock ledger and, where applicable, in the records of the Company’s transfer agent.

The Shares are being issued by the Company pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Consultant represents and warrants that: (i) it is an “accredited investor” as defined in Rule 501(a) under the Securities Act; (ii) it is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof; (iii) it has had access to such information concerning the Company as it has requested and is capable of evaluating the merits and risks of the investment; (iv) it understands that the Shares are restricted securities that have not been registered under the Securities Act and may not be resold absent registration or an available exemption; (v) it consents to the placement of a customary restrictive legend and to stop-transfer instructions; and (vi) it was not solicited by any form of general solicitation or general advertising.

(b) Restricted Securities; Registration and Transfer Cooperation. The Consultant acknowledges that the Shares are restricted securities under the Securities Act of 1933, as amended (the “Securities Act”), and may not be transferred unless registered or transferred pursuant to an available exemption from registration.

Subject to applicable law and the availability of a registration form for which the Company is eligible, the Company shall use commercially reasonable efforts to file, within sixty (60) days after the Effective Date, a registration statement covering the resale of all Shares then issued or issuable to the Consultant under this Agreement, to cause such registration statement to become effective as promptly as practicable thereafter, and to maintain its effectiveness until the earlier of (i) the sale of all Shares covered by it or (ii) the date on which all such Shares may be sold without restriction under Rule 144 under the Securities Act. If the Company is not eligible to use an available registration form within that period, it shall file the registration statement as promptly as practicable after becoming eligible.

Any additional Shares earned or issuable pursuant to Section 3(f), including milestone compensation becoming payable after the filing or effectiveness of an initial registration statement, shall be included in such registration statement to the extent legally permissible. To the extent such Shares cannot be included in an existing effective registration statement, the Company shall use commercially reasonable efforts to register such Shares for resale through an appropriate amendment or subsequent registration statement as promptly as practicable after the applicable milestone occurs, subject to applicable law, SEC requirements and the Company’s eligibility to use an available registration form.

If, at any time while any Shares remain restricted, the Company files or amends another registration statement that legally permits inclusion of the Shares for resale by the Consultant, the Company shall include all Shares requested by the Consultant, subject only to applicable law, SEC requirements and any limitations imposed by the managing underwriter in a bona fide underwritten offering. Any suspension of prospectus use must be based on a good-faith determination of a material legal or disclosure concern, shall be limited to the shortest commercially reasonable period and shall not exceed thirty (30) days in any ninety-day period or sixty (60) days in any twelve-month period. The Company’s obligations under this paragraph shall survive until all Shares have been sold or may be sold without restriction under Rule 144.

The Company shall reasonably cooperate with the Consultant and the Company’s transfer agent in connection with any lawful resale, transfer or removal of restrictive legends, including by providing customary issuer instructions, representation letters, legal opinions and other Company-side documentation reasonably required for those purposes within five (5) business days after receiving a complete written request from the Consultant or the Company’s transfer agent. The Company shall bear its own registration, filing, Company-counsel, legal-opinion, transfer-agent, issuer-instruction and legend-removal fees and expenses relating to the Shares. The Consultant shall be responsible for its own selling commissions and fees of counsel separately retained by it. The Company does not warrant that any registration statement will be declared effective by any particular date or that any particular exemption from registration will be available.

The Company’s registration, transfer-cooperation and legend-removal obligations shall apply to all Shares issued or issuable under this Agreement, including base and milestone compensation, and shall survive expiration or termination of this Agreement.

(c) Additional Services and Compensation. If the Company requests that the Consultant perform services beyond the Services expressly described in this Agreement, including additional strategic advisory, transaction preparation, due-diligence coordination, investor-relations support or assistance in evaluating potential investment-banking relationships, the parties may agree in a separate written agreement to additional fixed compensation for such services. The Consultant shall have no obligation to perform such additional services unless and until that separate written agreement is executed. Any additional compensation shall be negotiated and documented in advance, shall reflect the nature and scope of the additional services performed, and shall not be calculated as a percentage of capital raised, securities sold, transaction value or financing proceeds. Unless the Consultant is acting through an appropriately registered broker-dealer or pursuant to an applicable exemption confirmed by qualified securities counsel, no additional compensation shall be conditioned solely upon the closing, size or success of any securities offering or financing.

(d) Expenses. Each party shall bear its own expenses incurred in connection with this Agreement, except that the Company shall reimburse the Consultant for reasonable, documented out-of-pocket expenses that the Company approves in writing in advance.

(e) Taxes. The Consultant shall be solely responsible for and shall pay any income, sales, use, value-added or other taxes or similar charges now due or becoming due in the future in connection with this Agreement or the Shares issued to it. To the extent required by applicable law, such taxes or charges may be withheld by the Company and remitted to the appropriate authority. The Consultant acknowledges that the receipt, holding and disposition of the Shares may have tax consequences and has been advised to consult its own tax adviser.

(f) Fixed Milestone Compensation. In addition to the Share Compensation set forth in Section 3(a), the Company shall issue the Consultant the following fixed milestone share compensation upon occurrence of the applicable milestone:

Investment Banking Engagement: 50,000 shares. “Investment Banking Engagement” means the execution by the Company of a written engagement letter with a broker-dealer registered under Section 15 of the Exchange Act that was first introduced to the Company by the Consultant.

Senior Exchange Listing: 200,000 shares. “Senior Exchange Listing” means the approval of the Company’s common stock for listing on the New York Stock Exchange, the NYSE American or the Nasdaq Stock Market.

Each milestone issuance shall be fixed in advance and issued within five (5) business days after the applicable milestone occurs.

Milestone compensation shall remain earned and payable if the applicable milestone occurs during the Engagement Period or within twelve (12) months following expiration or termination of this Agreement, provided that, with respect to the Investment Banking Engagement milestone, the relevant investment bank was first introduced by the Consultant during the Engagement Period, and, with respect to the Senior Exchange Listing milestone, the Consultant provided strategic consulting or advisory services relating to the Company’s public-market positioning, capital-markets strategy or potential senior-exchange listing during the Engagement Period. No additional showing of causation, minimum level of contribution or continuing involvement following expiration or termination shall be required. The Company shall not avoid or reduce milestone compensation by terminating this Agreement or by delaying, restructuring or pursuing an applicable milestone following termination.

The milestone share compensation described in this subsection constitutes fixed compensation for the Consultant’s general strategic advisory, relationship-development and coordination services and shall not be calculated by reference to the amount of capital raised, the number or value of securities sold, transaction value, financing proceeds or investor participation. No milestone issuance shall be conditioned upon the closing of a securities offering, the sale of securities or the Company’s receipt of financing proceeds.

Upon satisfaction of the applicable milestone, the shares earned under this subsection shall be fully earned, fully vested and nonforfeitable, and shall not be subject to repurchase, forfeiture, clawback, cancellation, return, repayment or reduction because of any subsequent event. All shares issued or issuable under this subsection shall be treated as “Shares” for purposes of this Agreement, including the Company’s obligations regarding authorization, valid issuance, stock-ledger evidence, transfer-agent records, registration cooperation, transfer cooperation and indemnification. These obligations shall survive expiration or termination of this Agreement.

4. Term and Expiration

The Engagement Period shall commence on the Effective Date and continue through 11:59 p.m. ET on June 27, 2027, unless extended by written agreement. The Consultant may terminate upon ten (10) days’ written notice, or immediately if it determines in good faith that continued performance could create a material legal, regulatory, compliance or reputational concern. The Company may terminate for convenience upon thirty (30) days’ written notice or for Cause. “Cause” means (i) a material breach of an express obligation under this Agreement that remains uncured for thirty (30) days after written notice reasonably describing the breach (or, if not reasonably capable of cure within such period, failure to commence and diligently pursue cure); (ii) fraud, willful misconduct or gross negligence in performing the Services; or (iii) a knowing material violation of applicable licensing or securities laws in performing the Services. No termination shall affect fully vested base Shares, previously earned amounts or the milestone tail provided in Section 3(f).

Expiration or termination of this Agreement shall not affect the Consultant’s ownership of Shares or any provision that by its nature is intended to survive, including the introduced-relationship and non-circumvention protections in Section 2, confidentiality, material-nonpublic-information protections, intellectual-property rights, indemnification, advancement, limitations of liability, governing law, accrued payment obligations, and the Company’s registration and transfer-cooperation obligations.

5. Confidential Information; Material Nonpublic Information; Ownership of Work Product

(a) Confidential Information. The Consultant acknowledges that nonpublic information, observations and data obtained in connection with the engagement concerning the business or affairs of the Company or any of its Subsidiaries (collectively, “Confidential Information”) are and will remain the property of the Company and its Subsidiaries. The Consultant shall not disclose Confidential Information to an unauthorized Person or use it for the account of itself or any other Person without the prior written consent of the Company, except as permitted below. Confidential Information does not include information that the Consultant can demonstrate: (i) was lawfully known to it without restriction before disclosure by the Company; (ii) becomes publicly available other than through a breach of this Agreement; (iii) is independently developed without use of Confidential Information; (iv) is lawfully received from a third party without a duty of confidentiality; or (v) is approved in writing for release by the Company. The Consultant may disclose Confidential Information to its attorneys, accountants, employees, contractors and professional advisers who have a need to know and are subject to confidentiality obligations, and may disclose information as required by law, subpoena, court order or regulatory requirement, provided that, when legally permitted, it gives the Company prompt notice and reasonable cooperation. Upon expiration or written request, the Consultant shall return or destroy Company materials containing Confidential Information, except for archival copies maintained through routine backup systems or copies retained for legal, tax, insurance, compliance or recordkeeping purposes, all of which shall remain subject to this Section. These confidentiality obligations shall survive for three years after expiration of the Engagement Period; trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

(b) Material Nonpublic Information. The Company shall not disclose, and shall cause its representatives not to disclose, any information that the Company reasonably believes constitutes material nonpublic information (“MNPI”) unless the Consultant has expressly agreed in writing in advance to receive that information for the specific matter or subject identified in such writing. Unless otherwise agreed in writing, the parties shall conduct ordinary communications under this Agreement on a basis intended not to convey MNPI. If the Company determines that it or any of its representatives may have inadvertently disclosed MNPI to the Consultant, the Company shall promptly notify the Consultant and use commercially reasonable efforts to publicly disclose or otherwise cleanse that information as promptly as practicable, subject to applicable law.

(c) Ownership of Work Product. The Company shall own the copyrights and other intellectual-property rights in deliverables created specifically and exclusively for the Company by the Consultant in performing the Services (the “Work Product”), and such Work Product shall, to the extent legally possible, be treated as work made for hire. To the extent any Work Product does not qualify as work made for hire, the Consultant assigns to the Company all right, title and interest in such Work Product without further consideration and shall execute reasonable instruments necessary to confirm that assignment.

(d) Background Materials. The Consultant retains all right, title and interest in and to its pre-existing materials, methodologies, processes, templates, software, databases, contacts, know-how, analytical techniques, general skills and other intellectual property developed independently of this Agreement (“Background Materials”). To the extent Background Materials are incorporated into Work Product, the Consultant grants the Company a nonexclusive, perpetual, royalty-free license to use those Background Materials solely as incorporated into the applicable Work Product. Nothing in this Agreement transfers ownership of the Consultant’s Background Materials, general knowledge, contacts, methods or independently developed intellectual property to the Company. For the avoidance of doubt, Background Materials include the Consultant’s existing and independently developed relationships, introductions, contact lists, market knowledge, transaction experience, presentation formats, strategic methods and business-development processes, none of which shall constitute Work Product or become the property of the Company merely because they are used in performing the Services.

(e) Name, Logo and Publicity. Neither the Company nor any of its representatives shall use the Consultant’s name, trademarks, service marks, logos, biography, likeness or other identifying information in any press release, investor presentation, website, social-media post, marketing material, promotional communication or other public statement, or state or imply any endorsement, sponsorship, recommendation or affiliation by the Consultant beyond the actual contractual relationship, without the Consultant’s prior written consent.

Notwithstanding the foregoing, the Company may disclose the existence and terms of this Agreement, the identity of the Consultant and such other information as is expressly required by applicable law, regulation, SEC rules, securities-exchange requirements or applicable governmental or regulatory authority, including filing this Agreement as an exhibit where legally required. Any disclosure beyond what is required for such purposes, including voluntary promotional references to the Consultant or its relationships, shall remain subject to the Consultant’s prior written consent.

To the extent legally permissible and reasonably practicable, the Company shall provide the Consultant with reasonable advance notice of any required public disclosure identifying the Consultant and a reasonable opportunity to review the relevant disclosure for factual accuracy. Nothing in this Section shall prohibit or delay any disclosure required by applicable law or regulation.

6. Enforcement

The parties agree that money damages may be an inadequate remedy for a breach of Section 2 or Section 5. Accordingly, the nonbreaching party may, in addition to any other rights and remedies, seek specific performance, injunctive relief or other equitable relief to enforce or prevent violations of Section 2 or Section 5. If, at the time of enforcement, a court holds that any restriction stated in Section 2 or Section 5 is unreasonable under the circumstances then existing, the maximum period, scope or geographical area reasonable under those circumstances shall be substituted. All rights and remedies under this Agreement are cumulative and not exclusive. This Section 6 shall survive expiration or termination of the Engagement Period.

7. Representations and Warranties

(a) Consultant Representations. The Consultant represents and warrants that: (i) the Consultant is not bound by any employment, non-competition, non-solicitation, nondisclosure, confidentiality or similar agreement that would materially impair its performance under this Agreement; (ii) this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (iii) the representations set forth under “Status of the Consultant” above are true and correct; and (iv) the Consultant holds all licenses and registrations required to perform the Services.

(b) Company Representations. The Company represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement and the issuance of the Shares; (iii) this Agreement is a valid and binding obligation of the Company; (iv) execution and performance of this Agreement do not violate any agreement binding on the Company; (v) the Company will comply with applicable securities laws and other applicable laws in connection with any transaction contemplated or pursued during the engagement; (vi) all information and materials supplied, authorized or approved by the Company for use by the Consultant shall be accurate and complete in all material respects and shall not contain any material misstatement or omit any material fact necessary to make the information or materials supplied, in light of the circumstances under which they are used, not misleading; and (vii) the Company will not knowingly request or direct the Consultant to perform any activity that would require a license or registration the Consultant does not possess.

8. Survival of Representations and Warranties

All representations and warranties contained in this Agreement shall survive its execution, delivery and expiration or termination.

9. Indemnification; Advancement; Limitation of Liability

(a) Company Indemnification. The Company shall indemnify, defend and hold harmless the Consultant and its members, managers, officers, directors, employees, agents, representatives, affiliates, successors and assigns (collectively, the “Consultant Indemnified Parties”) from and against any and all third-party claims, losses, liabilities, damages, judgments, settlements, penalties, costs, expenses and reasonable attorneys’ fees and defense costs arising out of, relating to or resulting from: (i) any breach of this Agreement, misrepresentation, fraud, willful misconduct, gross negligence or violation of applicable law by the Company or its representatives; (ii) any information, statement, communication, material or disclosure supplied, authorized or approved by or on behalf of the Company; (iii) the Company’s business, operations, securities, capitalization, financial condition, financings, offerings, transactions, listing or uplisting activities, or use of the Services; or (iv) any third-party claim, regulatory inquiry, investigation, action or proceeding arising from or relating to the Company, its securities, its conduct or the Consultant’s authorized performance of the Services.

The Company’s indemnification obligations shall apply except to the extent that a final, nonappealable judgment of a court of competent jurisdiction determines that the applicable loss resulted directly from the fraud, willful misconduct or gross negligence of the applicable Consultant Indemnified Party. The mere assertion of allegations concerning the Consultant’s acts, omissions or performance shall not, by itself, relieve the Company of its obligations under this Section.

(b) Consultant Indemnification. The Consultant shall indemnify and hold harmless the Company and its officers, directors, employees, agents, representatives, affiliates, successors and assigns against third-party claims, losses, liabilities and reasonable defense costs, but only to the extent directly resulting from the Consultant’s fraud, willful misconduct, gross negligence or knowing material violation of applicable securities or licensing laws in performing the Services, as established by a final, nonappealable judgment of a court of competent jurisdiction or expressly acknowledged in a written settlement approved by the Consultant.

Allegations alone, including allegations concerning unregistered broker-dealer activity or other regulatory matters, shall not establish an indemnification obligation. The Consultant shall have no obligation to indemnify the Company for losses attributable to the Company’s own acts, omissions, instructions, disclosures, approved materials or violations of applicable law. Any indemnification obligation of the Consultant under this subsection shall remain subject to the limitation of liability set forth in Section 9(d), except as expressly provided therein.

(c) Advancement and Defense. The Company shall advance reasonable attorneys’ fees and defense costs incurred by any Consultant Indemnified Party in connection with any claim, investigation, action or proceeding potentially subject to indemnification under Section 9(a), as such costs are incurred, within ten (10) business days after receiving reasonable supporting documentation and a written undertaking to repay amounts advanced if a final, nonappealable judgment determines that the applicable Consultant Indemnified Party was not entitled to indemnification.

The Company’s obligation to advance defense costs shall not be defeated solely by the assertion of allegations against the Consultant or by the fact that a proceeding includes claims potentially outside the scope of indemnification. Where a proceeding involves both potentially covered and uncovered matters, the Company shall advance reasonable defense costs attributable to potentially covered matters, subject to an appropriate allocation and subsequent adjustment based on the final determination of responsibility.

The parties shall cooperate reasonably in the defense of covered claims. The Consultant shall have the right to participate reasonably in the selection of defense counsel. If an actual conflict of interest exists between the Company and any Consultant Indemnified Party, such party may retain separate counsel at the Company’s expense, subject to the foregoing reasonableness standard.

Neither party shall settle any claim or proceeding in a manner that imposes an admission of liability, nonmonetary obligation or unreleased liability upon the other party without that party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. No settlement shall impose an indemnification obligation upon the Consultant unless the Consultant expressly agrees in writing to such obligation.

(d) Limitation of Liability. Neither party shall be liable to the other for indirect, incidental, consequential, special, exemplary or punitive damages, lost profits or diminution in value arising out of or relating to this Agreement, whether in contract, tort or otherwise, except to the extent resulting from fraud or willful misconduct. This exclusion shall not limit amounts otherwise payable to third parties under an applicable indemnification obligation.

Except for fraud or willful misconduct, the Consultant’s aggregate liability arising out of or relating to this Agreement, including any indemnification obligation under Section 9(b), shall not exceed the fair market value of the 250,000 base Shares issued or required to be issued under Section 3(a), measured as of the Effective Date using the closing sale price of the Company’s common stock on its principal trading market on that date or, if no closing sale price is reported on that date, on the most recent preceding trading day for which a closing sale price is reported.

Nothing in this Section shall limit or reduce the Company’s obligation to issue Shares, satisfy accrued compensation obligations, honor registration and transfer-cooperation obligations, or perform any other express payment or delivery obligation under this Agreement. The indemnification, advancement and limitation-of-liability provisions of this Section shall survive expiration or termination of the Engagement Period.

10. Certain Definitions

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.

“Person” means an individual, partnership, corporation, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization, governmental entity or any other entity.

“Subsidiary” or “Subsidiaries” means, with respect to a Person, any entity of which a majority of the voting power or similar ownership interests is owned or controlled, directly or indirectly, by that Person. Unless otherwise stated, “Subsidiary” means a Subsidiary of the Company.

11. Miscellaneous

(a) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered United States mail, return receipt requested, or email with confirmation of transmission, to the addresses and email addresses set forth below, or to such other address or email address as a party may designate by written notice in accordance with this Section. Notice shall be deemed effective: (i) upon personal delivery; (ii) upon confirmed email transmission, provided that no delivery-failure notice is received; (iii) on the next business day after deposit with a nationally recognized overnight courier; or (iv) on the third business day after deposit in the United States mail.

If to the Company:

SDR Drone Inc.

Attn: Paul Strickland

Address: 801 US Highway 1, North Palm Beach, FL 33408

Email: paul@sdrdrone.com

If to the Consultant:

SJT Capital LLC

Attn: Stephen Temes

Address: 404 Washington Ave #660, Miami Beach, FL 33139

Email: steve@sjtcapitalllc.com

(b) Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless executed in writing by the Company and the Consultant, with any organizational approvals required by applicable law or the Company’s governing documents. A failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

(c) Severability. Whenever possible, each provision shall be interpreted to be effective and valid under applicable law. If any provision is held invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and the affected provision shall be reformed to the minimum extent necessary to make it enforceable.

(d) Entire Agreement. This Agreement constitutes the complete agreement between the parties concerning its subject matter and supersedes all prior oral or written understandings, agreements and representations concerning that subject matter. No promise concerning compensation, registration, transferability, financing, listing, reimbursement or other matter shall be binding unless expressly included in this Agreement or a subsequent written agreement signed by the parties.

(e) Non-Exclusivity. The engagement is nonexclusive. The Consultant may provide services to other persons and entities, including persons or entities operating in industries related to the Company, provided that the Consultant complies with its confidentiality obligations under this Agreement.

(f) No Fiduciary or Professional-Adviser Relationship. The Consultant is not acting as a fiduciary, broker-dealer, investment adviser, attorney, accountant or tax adviser to the Company or any other Person under this Agreement. The Company shall rely on its own legal, accounting, tax, investment-banking and other professional advisers.

(g) Successors and Assigns. This Agreement shall bind and benefit the parties and their permitted successors and assigns. The Consultant may not assign its duties without the Company’s prior written consent, except that the Consultant may assign its rights to receive compensation or other accrued payment rights to an Affiliate upon written notice to the Company, provided such assignment does not increase the Company’s obligations. The Company may not assign this Agreement or its obligations concerning the Shares, registration cooperation, indemnification, advancement or payment unless the assignee or successor assumes all such obligations in writing; provided that no assignment shall release the Company from accrued obligations unless the Consultant expressly agrees in writing.

(h) No Third-Party Beneficiaries. Except for indemnified persons expressly identified in Section 9, nothing in this Agreement is intended to confer upon any Person other than the parties and their permitted successors and assigns any rights or remedies under or by reason of this Agreement.

(i) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically or in portable document format shall have the same effect as original signatures.

(j) Descriptive Headings; Interpretation; No Strict Construction. Headings are for convenience only. Singular terms include the plural and vice versa as the context requires. “Include” and “including” are illustrative and not limiting. The parties participated jointly in negotiating and drafting this Agreement, and no presumption shall arise for or against any party by reason of authorship. Prior drafts shall not be used as evidence of intent.

(k) Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES. ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE STATE COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA. EACH PARTY IRREVOCABLY CONSENTS TO THE PERSONAL JURISDICTION OF THOSE COURTS AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS. THE PREVAILING PARTY IN ANY SUCH ACTION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS.

(l) Waiver of Jury Trial. EACH PARTY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE VALIDITY, INTERPRETATION, PROTECTION, COLLECTION OR ENFORCEMENT OF EITHER.

(m)Actions by the Company. Any action, approval, consent, election or determination required or permitted to be taken by the Company under this Agreement may be taken by the Company’s board of directors or equivalent governing body, any duly authorized committee thereof, or any officer or other representative of the Company acting within the scope of authority granted by the Company’s governing body, governing documents or applicable law.

(n)Further Assurances. Each party shall execute and deliver such additional documents and take such additional actions as may be reasonably necessary to carry out the express terms of this Agreement, provided that no party shall be required to assume any material additional obligation not expressly stated herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

SDR DRONE INC.

CONSULTANT:

SJT Capital LLC