AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE SERIES 2017-08

Exhibit 10.3b

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE SERIES 2017-08

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”).

BACKGROUND

A. The Company and Holder are the parties to that certain Secured Convertible Promissory Note Series 2017-08 Note originally issued by the Company to the Holder on August 3, 2017 (the “Note”);

B. The Parties amended the Note on September 26, 2018 pursuant to the terms of an Amendment to Convertible Promissory Note (the “September 2018 Amendment”);

C. The principal balance of the Note is $2,000,000.00 as of the Effective Date and the accrued and unpaid interest on the Note is $15,369.86 as of December 21, 2018 (collectively, the “Indebtedness”); and

D. In exchange for the Holder’s agreement to immediately convert the Indebtedness concurrently with the execution of this December 2018 Amendment on the Effective Date (the “Conversion”) and such other good and valuable consideration provided for in this December 2018 Amendment, the Parties desire to amend the Note as set forth below and take such further action as set forth below as part of the Company’s efforts to strengthen its balance sheet and improve its working capital.

NOW THEREFORE, in consideration of the execution and delivery of the December 2018 Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Section 2(c) of the Note shall be amended to delete Section 2(c) in its entirety and replace it with the following:

2(c) Conversion Price. For purposes of this Note, the term “Conversion Price” shall mean, with respect to conversion pursuant to Sections 2(a), (b), (c) and (d)(ii), $0.50 per share subject to adjustment in accordance with Section 2(g).

2. The Holder hereby elects to convert the Indebtedness pursuant to the terms and conditions of the Note, as amended hereby and as set forth in the Notice of Conversion attached hereto as Exhibit A.

3. This December 2018 Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. All initial capitalized terms used in this December 2018 Amendment shall have the same meaning as set forth in the Note unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this December 2018 Amendment, shall remain in full force and effect.

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SIGNATURE PAGE TO NOTE AMENDMENT

IN WITNESS WHEREOF, the parties hereto have executed this December 2018 Amendment as of the date first above written.

DRONE AVIATION HOLDING CORP.
By:			By:
	Xxxxxxx X. Xxxxxxxxx			Trustee
	Chief Financial Officer

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EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert promissory NOTE)

The undersigned hereby elects to convert the principal amount and accrued interest due under the Note (defined below) into shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Drone Aviation Holding Corp., a Nevada corporation (the “Company”) according to the conditions of the Secured Convertible Promissory Note Series 2017-2018 issued by the Company on August 3, 2017, as amended (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion
Balance of Principal Amount of the Note prior to Conversion:	$
Principal Amount of Note to be Converted:	$
Accrued Interest:	$
Total Amount to be Converted:	$
Number of shares of Common Stock to be Issued:
Applicable Conversion Price:	$0.50
Balance of Principal Amount of Note subsequent to Conversion:	$0
Address for Delivery: Transfer Agent Book Shares or DWAC Instructions: Broker no: _________ Account no: ___________

HOLDER:

By:

Name:

Title:

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