Exhibit 10.4


 


SECOND
AMENDMENT TO RESTRICTED STOCK AGREEMENT


 


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”).


 


BACKGROUND


 


A. The Corporation and Holder are the parties to that certain Restricted Stock Agreement for [________] shares of the Corporation’s
Common Stock, par value $0.0001 per share that was granted by the Corporation to the Holder on September 26, 2016 and amended
on August 3, 2017 (collectively and as amended, the “RSA Agreement”); and


 


B. In recognition of the Company securing a substantial sales order and recent business development activity, the Parties desire
to further amend the RSA Agreement, as set forth below.


 


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


 


1. Section 1(b) of the RSA Agreement, as amended, shall be replaced in its entirety with the following:


 


Section
1(b) - Vesting of Restricted Stock. The restrictions and conditions in Paragraphs 7(b) and (c) of this Agreement shall
lapse upon the earlier of (i) the Vesting Date or Dates specified in the following schedule or (ii) upon the occurrence of a Change
of Control (as hereinafter defined) so long as the Holder in the case of either (i) or (ii) remains a director, officer or employee
of, or consultant or advisor to, the Corporation from the date hereof through the applicable Vesting Date. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraphs 7(b) and (c) shall lapse only with respect to the
number of shares of Restricted Stock specified as vested on such date.


 


	 	Incremental Number of
 Shares Vested	 	Vesting Date
	 	 	 	 
	 	[__](100%)	 	   March [__], 2018



 


A
"Change of Control" shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities representing
more than 30% of the combined voting power of the Corporation is acquired by any "person" as defined in sections 13(d)
and 14(d) of the Exchange Act (other than the Corporation, any subsidiary of the Corporation, or any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation), (ii) the merger or consolidation of the Corporation with
or into another corporation where the shareholders of the Corporation, immediately prior to the consolidation or merger, would
not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities
of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in
substantially the same proportion as their ownership of the Corporation immediately prior to such merger or consolidation, (iii)
the sale or other disposition of all or substantially all of the Corporation's assets to an entity, other than a sale or disposition
by the Corporation of all or substantially all of the Corporation's assets to an entity, at least 50% of the combined voting power
of the voting securities of which are owned directly or indirectly by shareholders of the Corporation, immediately prior to the
sale or disposition, in substantially the same proportion as their ownership of the Corporation immediately prior to such sale
or disposition, or (iv) during any period of two consecutive years, individuals who at the beginning of such period were members
of the Corporation’s Board of Directors ("Incumbent Directors") cease for any reason (other than death) to constitute
at least a majority thereof; provided that each new director whose election, or nomination for election by the Corporation's shareholders,
was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such
period shall be deemed an Incumbent Director unless such approval was made directly or indirectly in connection with an actual
or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies
or consents by or on behalf of any person other than the Board.


 


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


  




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SIGNATURE
PAGE TO RESTRICTED STOCK AGREEMENT AMENDMENT


 


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


 


	DRONE
    AVIATION HOLDING CORP.	 	ACCEPTED AND ACKNOWLEDGED:
	 	 	 	 	 
	By:	    	 	By:	                      
	 	Jay
    H. Nussbaum	 	Name:	  
	 	Chief
    Executive Officer	 	Title:	 


 


 


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