On April 30, 2024, Cemtrex, Inc. entered into a Standstill Agreement (the ?Agreement?) with Streeterville Capital, LLC (?Streeterville?). Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated September 20, 2021 and February 22, 2022, for a period of one year (the ?Standstill Period?) and Streeterville further agreed to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively, provided that the Company engages in a financing on or before May 10, 2024. In exchange, the Company agreed to pay to Streeterville the greater of $4 million or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

Any payments made will be deemed payments under the notes. This Standstill Agreement (this ?Agreement?) is entered into as of April 30, 2024 (the ?Effective Date?) by and between Streeterville Capital, LLC, a Utah limited liability company (?Lender?), and Cemtrex, Inc., a Delaware corporation (?Borrower?). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Notes.

A. Borrower previously sold and issued to Lender that certain Promissory Note, as amended, dated September 30, 2021 in the original principal amount of $5,755,000.00 (the ?September Note?) pursuant to that certain Note Purchase Agreement dated September 30, 2021 by and between Lender and Borrower (the ?September Purchase Agreement,? and together with the September Note and all other documents entered into in conjunction therewith, the ?September Transaction Documents?). Borrower also previously sold and issued to Lender that certain Promissory Note, as amended, dated February 22, 2022 in the original principal amount of $9,205,000.00 (the ?February Note,?

and together with the September Note, the ?Notes?) pursuant to that certain Note Purchase Agreement dated February 22, 2022 by and between Lender and Borrower (the ?February Purchase Agreement,? and together with all other documents entered into in conjunction therewith, the ?February Transaction Documents,? and together with the September Transaction Documents, the ?Transaction Documents?).

Maturity Date Extension. In the event Lender receives the Financing Payment on or before May 10, 2024, then the Maturity Date of the September Note will automatically be extended until June 30, 2025 and the Maturity Date of the February Note will automatically be extended until February 22, 2026.