0001213900-19-020245 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.