Consulting Agreement between the Company and JRZ Capital, LLC, dated November 14, 2024

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CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made effective as of November 1, 2024, by and between Spectral Capital Corp. (“Company”) and JRZ Capital LLC, an Pennsylvania limited liability company, (“Consultant”).

WHEREAS, Consultant has familiarity with the Company and its business;

WHEREAS, Consultant has significant experience in assisting publicly listed companies on matters relating to Investor Relations and capital markets strategies; and

WHEREAS, the Company desires to retain Consultant on a consulting basis to provide strategic advisory services to the Company, and Consultant desires and agrees to provide the Company with such services, in each case on the terms and conditions herein set forth.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Engagement; Term; No Regulated Activity. 

(a)The Company hereby engages Consultant, and Consultant hereby accepts such engagement, to provide to the Company the strategic advisory consultancy services described on Schedule A hereto (the “Services”). The Services will be provided on a non-exclusive basis, and the Company may retain other third parties to perform the Services or any similar services during the Term (as defined below). Consultant shall report directly only to the Company’s Chief Executive Officer and/or President. 

(b)This Agreement shall have a term (the “Term”) of One (01) month commencing November 1, 2024 (the “Effective Date”). At the conclusion of the One (01) month, the Term, this Agreement will terminate and be of no further force and effect. The parties may agree to extend this agreement via written amendment if so desired. 

                       (c)The parties acknowledge that the Company is engaging Consultant purely as a consultant and not as a securities broker, investment banker, finder, investment advisor or similar regulated capacity. Consultant shall use commercially reasonable efforts not to perform any services hereunder (including, without limitation solicitations on behalf of the Company for third party funding) which would require Consultant to be registered, licensed or regulated by any applicable law, rule or regulation. In providing the Services, Consultant shall use commercially reasonable efforts to comply with all applicable laws, rules and regulations. During the Term, Consultant will not, and will cause its affiliates not to, undertake or continue any outside activity, whether or not competitive with the business of the Company, which could foreseeably give rise to a conflict of interest, or otherwise interfere with Consultant’s duties and obligations to the Company. Consultant agrees to indemnify and save the Company harmless from any and all  

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liability, cost and expense suffered by the Company or its affiliates as a consequence of the Consultant’s failure to comply with the foregoing obligations.

2.Consideration. 

(a)As consideration for the Services to be provided by Consultant to the Company, Consultant will be paid a consulting fee of Fifty Thousand Dollars ($50,000.00) USD (the “Consulting Fee”). Fifty Thousand Dollars ($50,000.00) USD is due upon execution of the agreement.  

(b)In addition to the consideration set forth in Section 2(a) Consultant shall be entitled to reimbursement for reasonable expenses in connection with the provision of Services to the Company under this Agreement, which expenses must be approved by the Company in advance.  The Consultant shall invoice the Company on a monthly basis (by email or other form of communication) at the end of each month and payment shall be due by wire transfer within 10 business days thereafter.  

(c)Consultant shall be solely responsible for the payment of all federal, state and local taxes, withholdings and/or other assessments or deductions required to be paid by any applicable law or regulation based upon Consultant’s receipt of the consideration hereunder. 

(d)It is specially agreed that Consultant’s consideration hereunder is not contingent and shall not be tied to any amount of capital raised by the Company from any source, nor tied to any other transaction entered into by the Company, prior to, during or following the Term. 

3.Confidentiality; No Unlawful Trading or Shorting. 

(a)Consultant and its affiliates shall, during the Term and thereafter, keep in strictest confidence, and shall not disclose to any third party or use for any purpose whatsoever, except for the purpose of providing the Services under this Agreement and for the direct benefit of the Company, any and all confidential, non-public and/or proprietary information, in any form whatsoever, relating, in any way, to the Company, its products, business plans (including, without limitation, those relating to product development, regulatory strategy, sales and marketing, manufacturing, pricing and competition), financial and accounting results or information (including projections), know-how, technology and any intellectual property rights it may have. Consultant acknowledges that certain of the foregoing types of information disclosed to Consultant, or of which Consultant otherwise becomes aware of, during the Term may be or be deemed to be “material non-public information” within the meaning of the federal securities laws (“MNPI”). MNPI will only be disclosed to Consultant on a need to know basis and for the specific purpose of providing the Services, and Consultant shall use such MNPI only for such specific purpose.  

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(b)Consultant (on behalf of itself and its affiliates) agrees to abide by all securities and related laws, rules and regulations in connection with providing the Services including, without limitation, those laws, rules and regulations relating to the receipt, handling and use of MNPI. 

(c)Consultant (on behalf of itself and its affiliates) agrees that it will not buy or sell Common Stock or other securities of the Company (or of which the Company’s securities are derivatives) on the basis of MNPI regarding the Company or otherwise. During the Term and thereafter, Consultant for itself and its agents agrees not to sell the Common Stock on a “short” basis. 

4.Independent Contractor. The relationship of Consultant with the Company is that of an independent contractor and Consultant shall not be considered an employee of the Company. Consultant will not make any binding representations about the Company, nor shall it act as the Company’s agent, nor shall it have any right or authority whatsoever to propose or accept, in the name and on behalf of the Company, any representation, undertaking, guarantee, promise, agreement, contract or any other kind of an obligation. 

5.Remedies. Consultant agrees that its obligations under Section 1(c) and Section 3 hereunder are necessary and reasonable in order to protect the Company and its business, and expressly agrees that monetary damages would be inadequate to compensate the Company for any breach of any covenant or agreement set forth herein. Accordingly, Consultant agrees and acknowledges that any such breach, or any threatened breach, will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against the breach or threatened breach of such Sections or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security. 

6.Indemnification; Limitation of Liability. 

(a)Both during and after the Term, the Company and Consultant shall indemnify, defend and hold harmless each other, and all their affiliates from and with respect to all actions, suits, proceedings, judgments, demands, claims, liabilities, losses or expenses whatsoever (including reasonable attorneys' fees) arising from the business and/or activities of the party from whom indemnification is being sought, and any affiliates of such party. 

(b)NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF OPPORTUNITY, ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE DAMAGES WERE REASONABLY FORESEEABLE. IN EVENT OF ANY BREACH OF THIS AGREEMENT BY THE CONSULTANT, OR ANY OTHER CLAIM RELATED TO THE SERVICES PERFORMED OR TO BE PERFORMED UNDER THIS AGREEMENT BY THE CONSULTANT, IN NO EVENT SHALL THE LIABILITY OF THE CONSULTANT EXCEED THE CONSIDERATION ACTUALLY RECEIVED BY CONSULTANT HEREUNDER. 

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7.Waivers. No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the party to be charged, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given. 

8.No Assignment. Consultant shall not assign any of its rights or obligations under this Agreement without the prior written consent of the Company. Notwithstanding the forgoing, the Company acknowledges and agrees that the Company will cause Michael Layman, and other agents, contractors and representatives of the Company, to provide the Services contemplated herein. 

9.Governing Law; Venue. This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of laws principles thereof. Each of Consultant and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted only in the Chancery Court in Dover, Delaware (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of such Delaware courts. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. 

10Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understandings between the parties with respect thereto, whether written or oral. In addition, any amendment or modification of this Agreement will only be effective or binding unless reduced to writing and executed by both parties hereto. 

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first above written.

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Schedule A

Services

Consultant shall perform the following Services during the Term:

1.Consultant will provide strategic advice tailored to the needs of the Company regarding (i) the Company’s operations and related obligations as a U.S. publicly-listed and reporting company, (ii) the industries and businesses in which the Company is engaged, including the Company’s publicly-listed competitors and (iii) other aspects of or concerning the Company’s business about which Consultant has knowledge or expertise.  

2.Consultant will review as necessary and advise the Company with respect to the Company’s business plans and strategies, both on a general basis and as they relate to the Company’s communications and interactions with the investment community.   

3.Consultant will aid and advise the Company in establishing contacts with financial professionals personally known to Consultant, including brokers, fund managers, market makers, analysts and other marketplace professionals.   

4.Consultant organize and deploy a comprehensive digital marketing campaign which will include: 

·Reddit Distribution - Custom “due-diligence” posts, comments, threads, and content will be written, distributed, commented, shared, and engaged with on the Reddit platform. This includes (but is not limited to): ticker tagging with trending stocks, technical analysis posts, catalyst/news coverage, etc. 

·Dedicated Email  -  3 build-up series emails, 2 ticker reveal emails,  and update emails with news and catalysts during the month. 

·Featured Editorial – A deep-dive into the company fundamentals, technical, and upcoming catalysts. This page will be used as a landing page for external traffic sources. 

·Discord Community Live Events- Live events will be hosted within our numerous Discord Trading communities. Live events will discuss the company's roadmap, catalysts, and price action.  

·Additional Channels - All content will be cycled through these additional media channels and channel partners. Telegram Groups (Mining/Metals focused), Stock Trading Discord Groups, Linked In Investor Groups, Facebook Investing Groups, Small-Cap Investing Forums and Small-Cap Investing Websites (Featured Editorials 

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