Consulting Agreement between ABCO Energy, Inc., and TEN, Associates, LLC, dated November 30, 2015

2.0 Consideration. Company shall initially pay Consultant ["Fee Shares"] 1,000,000 shares of S-1 stock within five [5] business days from the date that this Agreement is signed by both parties. Thereafter, upon the last to occur of [i] the effectiveness of Form S-8 Registration Statement to be filed with the SEC in connection with additional shares to be issued  under  this Agreement and [ii] shareholder approval  of the Agreement [collectively, the "S-8 Issue Date"] Consultant will receive 1,000,000 shares of S-8 stock and shall receive another 1,000,000 shares each on a date which is 60 and 120 days from the S-8 Issue Date, respectively, for a total of 3,000,000 shares of S-8 stock and 1,000,000 shares of S-1 shares for twelve months in lieu of monetary compensation and Company agrees all shares shall be deemed to have fully been earned by Consultant as of the date of issue under the terms of this Agreement. Notwithstanding anything to the contrary contained herein, Consultant agrees that it will not become the owner of record of more than 9.9999 % of the outstanding shares of any class of the Company's outstanding securities. The Company shall be the sole judge of whether Consultant is or is not an affiliate of the Company.

 

3.0 Piggyback Registration Rights. If [i] any at any time the Fee Shares become restricted securities and [ii] the Company proposes to register any equity securities under the Act, whether for its own account and for the account of other security holders [SS"] in the same filing, or on behalf of SS only, on each such occasion, the Company will give written notice to Consultant, no less than fifteen (15) business days prior to the anticipated filing date, of its intention to do so and to register any of Consultant's unregistered securities in any such Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by the Consultant of such registerable securities so registered.

6.0 Indemnity. The Company and the Consultant shall indemnify the other against all claims, actions, proceedings, investigations, demands, judgments and awards (together "Claims") which may be instituted, made, threatened or alleged against or otherwise involve either of the Company or the Consultant, against all losses, liabilities, damages, costs, charges and expenses (together "Losses") which may be suffered or incurred by the Company or the Consultant, in connection with or arising out of the Services rendered or duties performed by the Consultant under this Agreement except where the Claims and Losses have arisen as a result of gross negligence or willful misconduct of the Consultant or of the Consultant's professional advisors or agents