Exhibit 10.33


 


AMENDMENT
NO. 2


 


TO


 


 INDEPENDENT
CONTRACTOR AGREEMENT


 


This
Amendment No. 2 to the Independent Contractor Agreement (“Amendment”), dated August 3, 2017 (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 Dr. Phillip Frost, 4400 Biscayne Blvd, Miami FL 33137
(the “Contractor”).


 


WHEREAS,
the parties entered into an Independent Contractor Agreement on August 27, 2014 (the “Agreement”); and


 


WHEREAS,
the parties amended the Agreement on May 1, 2016 pursuant to that certain Amendment No. 1 (the “First Amendment”);
and


 


WHEREAS,
the parties wish to further amend the Agreement as set forth below, with the understanding that all other provisions of the Agreement
shall remain unchanged;


 


NOW,
THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:


 


		1.	Section
                                         3 of the Agreement - Term The term of the Agreement is hereby extended from May 1, 2017
                                         until April 30, 2018 (the “Expiration Date”).






 


		2.	Section
                                         4 of the Agreement shall be amended in its entirety to include the following:






 


Compensation:
As compensation for the Services performed by Contractor during the term from May 1, 2017 until April 30, 2018, the Company
shall compensate Contractor as follows:


 


(a)
Equity Compensation: As Compensation for the Services performed by Contractor during the term of this Amendment, Drone
shall issue Contractor (x) a warrant to purchase 2,000,000 shares of the Company’s Common Stock, par value $0.0001 per share
(the “Common Stock”) at a price of $1.00 per share in accordance with the form of Warrant attached hereto as Exhibit
A (the “Warrant”) and (y) 150,000 unregistered shares of the Company’s Common Stock (the “Consulting Shares”),
which Consulting Shares shall fully vest upon the occurrence of a Change of Control (as hereinafter defined).


 






     


     


    

 


(b)
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 Company is acquired by any "person" as defined in sections 13(d) and
14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation
where the shareholders of the Company, 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 Company immediately prior to such merger or consolidation, (iii) the sale or other disposition of all or substantially
all of the Company's assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company'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 Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership
of the Company 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 Company’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 Company'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.


 


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





 


IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first stated above.


 





	 	DRONE
    AVIATION HOLDING CORP.
	 	 	 
	 	By:	
	 	 	Name:
    Kendall W. Carpenter
	 	 	Title:
      Chief Financial Officer
	 	 	 
	 	 	
	 	 	                    Dr.
    Phillip Frost 




 






    	 	- 2 -	 



     


    

 


EXHIBIT
A


 


FORM
OF WARRANT


 


 


[to
be inserted]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



     

     

    




 


 AMENDMENT
NO. 2


 


TO



 


INDEPENDENT
CONTRACTOR AGREEMENT


 


This
Amendment No. 2 to the Independent Contractor Agreement (“Amendment”), dated August 3, 2017 (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 Steven Rubin, 4400 Biscayne Blvd, Miami FL 33137 (the
“Contractor”).


 


WHEREAS,
the parties entered into an Independent Contractor Agreement on August 27, 2014 (the “Agreement”); and


 


WHEREAS,
the parties amended the Agreement on May 1, 2016 pursuant to that certain Amendment No. 1 (the “First Amendment”);
and


 


WHEREAS,
the parties wish to further amend the Agreement as set forth below, with the understanding that all other provisions of the Agreement
shall remain unchanged;


 


NOW,
THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree as follows:


 


		1.	Section
                                         3 of the Agreement - Term The term of the Agreement is hereby extended from May 1, 2017
                                         until April 30, 2018 (the “Expiration Date”).



 


		2.	Section
                                         4 of the Agreement shall be amended in its entirety to include the following:



 


Compensation:
As compensation for the Services performed by Contractor during the term from May 1, 2017 until April 30, 2018, the Company
shall compensate Contractor as follows:


 


(a)
Stock Compensation: As Compensation for the Services performed by Contractor during the term of this Amendment, Drone shall
issue Contractor 100,000 unregistered shares of the Company’s common stock, par value $0.0001 (the “Consulting Shares”),
which shall fully vest upon the occurrence of a Change of Control (as hereinafter defined).


 






    	 	- 3
                                                                                                                                                                                                                                                                                   -	 



     


    

 


(b)
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 Company is acquired by any “person” as defined in sections 13(d) and
14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities
under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation
where the shareholders of the Company, 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 Company immediately prior to such merger or consolidation, (iii) the sale or other disposition of all or substantially
all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’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 Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership
of the Company 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 Company’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 Company’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.


 


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


 


IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first stated above.


 


	 	DRONE
    AVIATION HOLDING CORP.
	 	 	 
	 	By:
    	 
	 	Name: 	Kendall
    W. Carpenter
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	 	 
	 	 	Steven
    Rubin


 


 


-
2 -