Drone Aviation Holding Corp. Sample Contracts

Drone Aviation Holding Corp. – DRONE AVIATION HOLDING CORP. and CLEARTRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October __, 2019 WARRANT AGENCY AGREEMENT (October 11th, 2019)

WARRANT AGENCY AGREEMENT, dated as of October __, 2019 (“Agreement”), between Drone Aviation Holding Corp., a corporation organized under the laws of the State of Nevada (the “Company”), and ClearTrust, LLC (the “Warrant Agent”).

Drone Aviation Holding Corp. – ANTHONY L.G., PLLC (October 11th, 2019)

We have acted as counsel to Drone Aviation Holding Corp., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (File No. 333-232020) (as amended through the date hereof, the “Registration Statement”) relating to the registration by the Company of (i) up to an aggregate of $10,000,000 of units (the “Units”) consisting of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Common Warrants”), (ii) up to an aggregate of $1,500,000 of Shares and Common Warrants for which the Underwriters (as defined below) have been granted an over-allotment option, and (iii) up to an aggregate of $13,800,000 of shares of Common Stock issuable from time to time upon exercise of the Common Warrants (

Drone Aviation Holding Corp. – FORM OF COMMON STOCK PURCHASE WARRANT DRONE AVIATION HOLDING CORP. (October 11th, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___________] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Drone Aviation Holding Corp., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject

Drone Aviation Holding Corp. – UNDERWRITING AGREEMENT (October 11th, 2019)

The undersigned, Drone Aviation Holding Corp., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Drone Aviation Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and Aegis Capital Corp. are acting as co-representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.

Drone Aviation Holding Corp. – AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT (September 5th, 2019)

This Amendment No. 6 to the Employment Agreement (“Amendment”), dated September 4, 2019, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Daniyel Erdberg (the “Executive”).

Drone Aviation Holding Corp. – STOCK REDEMPTION AGREEMENT Dated as of September 4, 2019 (September 5th, 2019)

This Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and Robert Guerra (“Shareholder”).

Drone Aviation Holding Corp. – AMENDMENT NO. 1 TO DIRECTOR AGREEMENT (September 5th, 2019)

This Amendment No. 1 to the Director Agreement (“Amendment”) between Drone Aviation Holding Corp. and Global Security & Innovative Strategies, LLC and David V. Aguilar dated January 9, 2017 is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville FL 32224 (the “Company”) and Global Security & Innovative Strategies, LLC, an Arizona corporation with an address 1401 H Street NW, Suite 875, Washington, D.C. 20005 (the “Contractor”) effective as of September 4, 2019.

Drone Aviation Holding Corp. – STOCK REDEMPTION AND NOTE CANCELLATION AGREEMENT Dated as of April 30, 2019 (May 3rd, 2019)

This Stock Redemption and Note Cancellation Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between (i) Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and (ii) Daniyel Erdberg (“Shareholder”). Each of the Company and Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties.”

Drone Aviation Holding Corp. – DRONE AVIATION HOLDING CORP. (OTCQB: DRNE ) Investor Presentation April 2019 F ORWARD - L OOKING S TATEMENT Certain information and statements in this presentation constitute forward - looking statements . Words such as forecast, project, intend, expect, should, would, could, may, will, anticipates, believes, plans and other similar expressions and all statements which are not historical facts are considered forward - looking statements or information . These statements are based on DRNE’s current expectations, estimates, forecasts and projections about, among other things, the development and (April 1st, 2019)
Drone Aviation Holding Corp. – INDEPENDENT CONTRACTOR AGREEMENT (March 22nd, 2019)

This Agreement is entered into on March 21, 2019, between Drone Aviation Holding Corp. (dba Drone Aviation Corp. and Lighter Than Air Systems) (“the Company”), a Nevada corporation located at 11651 Central Parkway #118, Jacksonville FL 32224 and Cognitive Carbon Corporation (“the Contractor”), a Florida corporation located at 916 Fiddlers Creek Rd. Ponte Vedra Beach, FL.

Drone Aviation Holding Corp. – VOLUNTARY SEPARATION AGREEMENT (March 22nd, 2019)

DRONE AVIATION HOLDING CORP (“Company”) and Kevin Hess (“Employee”) make the following Voluntary Separation Agreement (the “Agreement”).

Drone Aviation Holding Corp. – Contract (January 31st, 2019)

THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Drone Aviation Holding Corp. – Drone Aviation Secures an Additional $2.0 Million in Capital, Completing Private Placement Raising an Aggregate of $4.0 Million - Proceeds to Expand Production and Staffing Following Receipt of Previously Announced $3.8 Million Contract - (January 31st, 2019)

JACKSONVILLE, FL – January 31, 2019 – Drone Aviation Holding Corp. (OTCQB: DRNE) (“Drone Aviation” or the “Company”), a developer of specialized, tethered aerial monitoring and communications platforms serving national defense and security customers, today announced that it completed an additional equity raise, securing an additional $2.0 million through a private placement of common stock to certain accredited investors, including members of the Company’s management. The Company’s most recent capital raise follows an initial closing of $2.0 million of new equity capital announced on January 8, 2019 for an aggregate of $4.0 million.

Drone Aviation Holding Corp. – Contract (January 31st, 2019)

THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Drone Aviation Holding Corp. – DRONE AVIATION HOLDING CORP. (OTCQB: DRNE ) Investor Presentation January 2019 F ORWARD - L OOKING S TATEMENT Certain information and statements in this presentation constitute forward - looking statements . Words such as forecast, project, intend, expect, should, would, could, may, will, anticipates, believes, plans and other similar expressions and all statements which are not historical facts are considered forward - looking statements or information . These statements are based on DRNE’s current expectations, estimates, forecasts and projections about, among other things, the development a (January 23rd, 2019)
Drone Aviation Holding Corp. – DRONE AVIATION HOLDING CORP. AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (December 27th, 2018)

This Common Stock Purchase Agreement (this “Agreement”) is made as of December 21, 2018 (the “Effective Date”) by and among Drone Aviation Holding Corp., a Nevada corporation with its principal office at 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).

Drone Aviation Holding Corp. – AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE SERIES 2017-08 (December 27th, 2018)

THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE SERIES 2017-08 (the “December 2018 Amendment”) is made effective as of December 21, 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and ______ (the “Holder”) (collectively the “Parties”).

Drone Aviation Holding Corp. – AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (December 27th, 2018)

THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the “Amendment”) is made effective as of December __, 2017 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Corporation”) and ________________ (the “Holder”) (collectively the “Parties”).

Drone Aviation Holding Corp. – DECEMBER 2018 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE SERIES 2016 (December 27th, 2018)

THIS DECEMBER 2018 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE SERIES 2016 (the “December 2018 Amendment”) is made effective as of December 21, 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and _________ (the “Holder”) (collectively, the “Parties”).

Drone Aviation Holding Corp. – AMENDMENT TO WARRANT (December 27th, 2018)

THIS AMENDMENT TO WARRANT (the “Amendment”) is made effective as of December 21, 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and Dr. Phillip Frost (the “Holder”) (collectively, the “Parties”).

Drone Aviation Holding Corp. – AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT (December 7th, 2018)

This Amendment No. 5 to the Employment Agreement (“Amendment”), dated December 4, 2018, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Felicia Hess (the “Executive”).

Drone Aviation Holding Corp. – AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (December 7th, 2018)

This Amendment No. 4 to the Employment Agreement (“Amendment”), dated December 4, 2018, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Kevin Hess (the “Executive”).

Drone Aviation Holding Corp. – AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (December 7th, 2018)

This Amendment No. 3 to the Employment Agreement (“Amendment”), dated December 4, 2018, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Jay H. Nussbaum (the “Executive”).

Drone Aviation Holding Corp. – AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (December 7th, 2018)

This Amendment No. 4 to the Employment Agreement (”Amendment”), dated December 4, 2018, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Kendall Carpenter (the “Executive”).

Drone Aviation Holding Corp. – AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT (December 7th, 2018)

This Amendment No. 5 to the Employment Agreement (“Amendment”), dated December 4, 2018, is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and Daniyel Erdberg (the “Executive”).

Drone Aviation Holding Corp. – DRONE AVIATION HOLDING CORP. COMMON STOCK PURCHASE AGREEMENT (October 26th, 2018)

This Common Stock Purchase Agreement (this “Agreement”) is made as of October 24, 2018 (the “Effective Date”) by and among Drone Aviation Holding Corp., a Nevada corporation with its principal office at 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).

Drone Aviation Holding Corp. – AMENDMENT NO. 3 TO INDEPENDENT CONTRACTOR AGREEMENT (October 26th, 2018)

This Amendment No. 3 to the Independent Contractor Agreement (“Amendment”), dated November ___, 2018 (the “Effective Date”), is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and _________ (the “Contractor”).

Drone Aviation Holding Corp. – PROMISSORY NOTE (October 26th, 2018)

FOR VALUE RECEIVED, the undersigned, DRONE AVIATION HOLDING CORP., a Nevada corporation (the “Maker”), promises to pay to Jay Nussbaum, (the “Payee”), at Jacksonville, Florida, or at such other place as the legal holder hereof may designate in writing, the principal sum of $100,000.00, with interest thereon from the date hereof at the Applicable Rate (as hereinafter defined). All principal and accrued interest shall be due and payable on November 30, 2018. The “Applicable Rate,” means Six Percent (6%) per annum.

Drone Aviation Holding Corp. – AMENDMENT NO. 1 TO GSIS-Drone Aviation Consulting Agreement, November 2017 (September 28th, 2018)

This Amendment No. 1 to the Consulting Agreement (“Amendment”) between Drone Aviation Holding Corp. and Global Security & Innovative Strategies, LLC dated September 26, 2018 is by and between Drone Aviation Holding Corp., a Nevada corporation with an address 11651 Central Parkway #118, Jacksonville FL 32224 (the “Company”) and Global Security & Innovative Strategies, LLC, an Arizona corporation with an address 1401 H Street NW, Suite 875, Washington, D.C. 20005 (the “Contractor”).

Drone Aviation Holding Corp. – AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE (September 28th, 2018)

THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE SERIES 2017-18 (the “Amendment”) is made effective as of September 26, 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and Frost Nevada Investments Trust (the “Holder”) (collectively the “Parties”).

Drone Aviation Holding Corp. – PROMISSORY NOTE (September 28th, 2018)
Drone Aviation Holding Corp. – SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT (April 2nd, 2018)

THIS SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT (the “Amendment”) is made effective as of March [__], 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Corporation”) and [____________] (the “Holder”) (collectively the “Parties”).

Drone Aviation Holding Corp. – March 13, 2018 Mr. Robert J. Guerra Dear Mr. Guerra, We are pleased to offer you a seat on the Board of Directors of Drone Aviation Holding Corp., a Nevada corporation (the “Company”) for a term of two (2) years. Upon your execution of this letter agreement, you will have consented to your appointment, which will be contingent and dependent upon approval of the Director Agreement by the Board of Directors (such date, the “Appointment Date”). For and in consideration of the services to be performed by you, the Company agrees to pay for your services as follows: (April 2nd, 2018)

You hereby also consent to the use of your name and biographical information in documentation prepared by the Company as it relates to your becoming a member of the Company’s Board Kindly indicate your consent to the matters discussed herein by signing and returning a copy of this letter to us as soon as possible.

Drone Aviation Holding Corp. – MARCH 2018 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (March 23rd, 2018)

THIS MARCH 2018 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE SERIES 2016 (the “March 2018 Amendment”) is made effective as of March 23, 2018 (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and _____________ (the “Holder”) (collectively the “Parties”).

Drone Aviation Holding Corp. – FORM OF DIRECTOR AGREEMENT (December 13th, 2017)

DIRECTOR AGREEMENT (this “Agreement”) made as of the ___ day of [__] by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and _________ (“Nominee”).