Exhibit 10.34


 


NEITHER
THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


DRONE
AVIATION HOLDING CORP.


 


WARRANT



 


	Warrant
    No. 20170803	Original
    Issue Date: August 3, 2017


 


DRONE
AVIATION HOLDING CORP., a Nevada corporation (the “Company”), hereby certifies that, for value received,
Dr. Phillip Frost or his registered assigns (the “Holder”), is entitled to purchase from the Company up to
a total of 2,000,000 shares of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant
Shares”), at any time and from time to time from and after the Original Issue Date and through and including August
3, 2022 (the “Expiration Date”).


 


1.
Definitions. As used in this Warrant, the following terms shall have the respective definitions set forth in this Section
1.


 


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market (other than the OTC Bulletin Board, OTCQB or OTCQX), the
closing bid price per share of the Common Stock for such date (or the nearest preceding date) on such market; (ii) if prices for
the Common Stock are then quoted on the OTC Bulletin Board, the closing bid price per share of the Common Stock for such date
(or the nearest preceding date) so quoted; (iii) if prices for the Common Stock are then reported in the “Pink Sheets”
published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported; or (iv) in all other cases, the fair market value
of a share of Common Stock as determined by an independent qualified appraiser selected in good faith and paid for by the Company.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any securities into which such common
stock may hereafter be reclassified.


 


“Exercise
Price” means $1.00, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or
into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property.


 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the (other than the OTC Bulletin
Board, OTCQB or OTCQX)), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board, OTCQB
or OTCQX), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board or
the OTCQB or OTCQX as reported by the OTC Markets Group, or (iii) if the Common Stock is not quoted on any Trading Market, a day
on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or
any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then Trading Day shall mean any day, other than
a Saturday or Sunday and other than a day that banks in the State of New York are generally authorized or required by applicable
law to be closed.


 






    	 	- 1 -	 



     


    

 


“Trading
Market” means whichever of the New York Stock Exchange, NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successor of the foregoing) on which
the Common Stock is listed or quoted for trading on the date in question.


 


2.
Registration of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.
Registration of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations of a holder of a Warrant.


 


4.
Exercise and Duration of Warrants. 


 


(a)
This Warrant shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Original
Issue Date through and including the Expiration Date. At 5:00 p.m., Eastern time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.


 


5.
Delivery of Warrant Shares. 


 


(a)
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate
Warrant Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto)
to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of
the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder and the Company shall
promptly (but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the
Holder, a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by applicable law,
shall be free of restrictive legends. A “Date of Exercise” means the date on which the Holder shall have delivered
to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed
and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price
for the number of Warrant Shares so indicated by the Holder to be purchased.


 


(b)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in
the manner required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in
the manner required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares,
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A)
the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by
(B) the closing bid price of the Common Stock at the time of the obligation giving rise to such purchase obligation and (2) at
the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In.


 






    	 	- 2 -	 



     


    

 


(d)
The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge
to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable
and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying
the then-current Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 






    	 	- 3 -	 



     


    

 


(b)
Fundamental Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant
(the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. At the Holder’s option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant substantially in the form of this Warrant
and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for
the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is
effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph
(b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d)
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of
a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s transfer agent.


 


10.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.


 


11.
No Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Closing Price of one Warrant Share on the date of exercise.


 






    	 	- 4 -	 



     


    

 


12.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective if provided:


 


if
to the Holder, shall be delivered or sent by mail or e-mail transmission as follows:


 


Dr.
Phillip Frost


4400
Biscayne Blvd


Miami,
FL 33137


 


with
a copy (which shall not constitute notice) to: 


 


[__] 


 


if
to the Company shall be delivered or sent by mail or e-mail transmission to:


 


Drone
Aviation Holding Corp.

11651 Central Parkway

Jacksonville, FL 32224

Attention: Chief Executive Officer


 


Any
such statements, requests, notices or agreements shall be effective only upon receipt. Any party to this Warrant may change such
address for notices by sending to the parties to this Warrant written notice of a new address for such purpose.


 


In
case any time: (1) the Company shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend payable
in stock upon its capital stock or make any distribution to the holders of its capital stock; (3) the Company shall offer for
subscription pro rata to the holders of its capital stock any additional shares of stock of any class or other rights; (4) there
shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the
Company with, or sale of all or substantially all of its assets to, another corporation; or (5) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give
prompt written notice to the Holder. Such notice shall also specify the date as of which the holders of capital stock of record
shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their capital stock
for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least 20 days
prior to the action in question and not less than 20 days prior to the record date or the date on which the Company’s transfer
books are closed in respect thereto.


 


13.
INTENTIONALLY DELETED.


 


14.
Registration Rights.


 


(a)
Registration Under the Securities Act of 1933. As of the date hereof, none of the Warrants or the Warrant Shares have been
registered for purposes of public resale or distribution under the Securities Act.


 


(b)
Registrable Securities. As used herein, the term “Registrable Security” means the Warrant Shares and any
shares of Common Stock issued upon any stock split or stock dividend in respect of such Warrant Shares; provided, however,
that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the
date of determination, (i) it has been registered under the Securities Act and disposed of pursuant thereto, (ii) registration
under the Securities Act is no longer required for the Holder for subsequent public distribution of such security without regard
to volume restrictions under Rule 144 (including Rule 144(a)) promulgated under the Securities Act or otherwise, or (iii) it has
ceased to be outstanding. The term “Registrable Securities” means any and/or all of the securities falling
within the foregoing definition of a “Registrable Security.” In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition
of Registrable Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this
Section.


 


(c)
Piggyback Registration. If, prior to the Expiration Date, the Company proposes to prepare and file a registration statement
or post-effective amendments thereto covering the resale of shares of Common Stock held by stockholders of the Company (in any
such case, other than in connection with an underwritten public offering, registered direct offering in which the Company has
engaged a placement agent, merger, acquisition, pursuant to Form S-8 or Form S-4 or their respective successor forms, or on any
form which does not include substantially the same information as would be required to be included in a registration statement
covering the sale of Registrable Securities) (for purposes of this Section, collectively, the “Registration Statement”),
it will give written notice of its intention to do so (“Notice”), at least 30 days prior to the filing of each
such Registration Statement, to all Holders of the Registrable Securities. Upon the written request of such a Holder (a “Requesting
Holder”), made within 10 days after the Notice is given, that the Company include any of the Requesting Holder’s
Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best
efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register (“Piggyback
Registration”), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as
provided below).


 






    	 	- 5 -	 



     


    

 


Notwithstanding
the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant
to this Section (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made)
to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective
date thereof, without incurring any liability to any holder of Registrable Securities.


 


(d)
Covenants With Respect to Registration. In connection with any registration of Registrable Securities pursuant to this Agreement,
the parties agree that:


 


(i)
With respect to each inclusion of securities in a Registration Statement pursuant to the Section, the Company shall bear the following
fees, costs, and expenses: all registration, filing fees, printing expenses, fees and disbursements of counsel and accountants
for the Company, all internal expenses, the premiums and other costs of policies of insurance against liability arising out of
the public offering, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or qualified. Fees and disbursements of special counsel and accountants
for the selling Holders, underwriting discounts and commissions, and transfer taxes for selling Holders and any other expenses
incurred by the selling Holders and relating to the sale of securities by the selling Holders not expressly included above shall
be borne by the selling Holders.


 


(ii)
The Company shall take or cause to be taken all necessary action to qualify the Registrable Securities for sale under the securities
laws of such jurisdictions of the United States as the Holders reasonably designate and to continue such qualifications in effect
so long as required for the distribution of the Registrable Securities, except that the Company shall not be required in connection
therewith to qualify as a foreign corporation, to subject itself to taxation in any jurisdiction, or to execute a general consent
to service of process in any jurisdiction.


 


(iii)
The Company shall indemnify any Holder of the Registrable Securities to be sold pursuant to any Registration Statement and each
person, if any, who controls such Holder, against all loss, claim, damage, expense or liability (including all expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under
the Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise, arising from such registration
statement, except to such extent that such losses, claims, damages, expenses or liabilities occur as a result of information provided
to the Company by or on behalf of such Holder or as a result of such Holder’s gross negligence or willful misconduct.


 


(iv)
The Holders of Registrable Securities to be sold pursuant to a registration statement, and such Holder’s successors and
assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from
information furnished by or on behalf of such Holder, or such Holder’s successors or assigns, for specific inclusion in
such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the placement agent
have agreed to indemnify the Company as set forth in the Engagement Letter and to provide for just and equitable contribution
as set forth in the Engagement Letter.


 


(v)
Nothing contained in this Agreement shall be construed as requiring any Holder to exercise the Warrants held by such Holder prior
to the initial filing of any Registration Statement or the effectiveness thereof.


 


(vi)
If the Company shall fail to comply with the provisions of this Section, the Company shall, in addition to any other equitable
or other relief available to the Holders of Registrable Securities, be liable for any or all consequential damages sustained by
the Holders of Registrable Securities requesting registration of their Registrable Securities; provided, however,
that the Holders of Registrable Securities shall not be entitled to any special or punitive damages with respect to any such failure
on behalf of the Company.


 






    	 	- 6 -	 



     


    

 


(vii)
The Company shall promptly deliver copies of all correspondence between the Commission and the Company, its counsel or its auditors
with respect to the Registration Statement to each Holder of Registrable Securities included for registration in such Registration
Statement pursuant to this Section requesting (in writing) such correspondence and shall permit each Holder of Registrable Securities
to do such reasonable investigation, upon reasonable advance notice, with respect to information contained in or omitted from
the Registration Statement as it deems reasonably necessary. Such investigation shall include access to books, records and properties
and opportunities necessary or helpful to discuss the business of the Company with its officers and independent auditors, all
to such reasonable extent, at such reasonable times, upon such reasonable notice and as often as any such Holder of Registrable
Securities shall reasonably request; provided, that the Company may require each such Holder to enter into reasonable confidentiality
and non-disclosure agreements with respect to the information contained in or derived from such investigations.


 


15.
Miscellaneous. 


 


(a)
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person other than the Company and
the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder and their successors and assigns.


 


(b)
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed in accordance with the laws of the State of Florida, regardless of the laws that might otherwise govern under applicable
principles of conflicts of law thereof. The Holder agrees, on behalf of itself and its representatives, to submit to the jurisdiction
of any court of competent jurisdiction located in the State of Florida, County of Miami-Dade, to resolve any dispute relating
to this agreement and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of
any objection to personal jurisdiction or venue.


 


(c)
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or
affect any of the provisions hereof.


 


(d)
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights
of a stockholder with respect to the Warrant Shares.


 


(f)
Use of Proceeds. The Company shall use the proceeds from any exercise of this Warrant to pay off any of the Company’s
secured indebtedness held by a bank and to the extent there is no such indebtedness, the balance of the proceeds from any exercise
may be used by the Company for its general working capital purposes.


 


[Remainder
of page intentionally left blank, signature page follows]


 



    	 	- 7 -	 



     


    

 


In
witness whereof, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	DRONE
    AVIATION HOLDING CORP.
	 	 
	 	By:	/s/
    Kendall W. Carpenter
	 	Name:	Kendall
    W. Carpenter
	 	Its:	EVP
    and CFO


 






    	 	- 8 -	 



     


    

 


EXERCISE
NOTICE


 


The
undersigned Holder hereby irrevocably elects to purchase _________ shares of Common Stock pursuant to the attached Warrant. Capitalized
terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


(1)
The undersigned Holder hereby exercises its right to purchase _________ Warrant Shares pursuant to the Warrant.


 


(2)
The Holder intends that payment of the Exercise Price shall be made as (check one):


 


_____
“Cash Exercise” under Section 10


 


_____
“Cashless Exercise” under Section 10


 


(3)
If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $____________ to the Company in accordance with the
terms of the Warrant.


 


(4)
Pursuant to this Exercise Notice, the Company shall deliver to the Holder ____________ Warrant Shares in accordance with the terms
of the Warrant.


 





	Dated ______________ __, _____	Name of Holder: 
	 	 
	 	(Print)
	 	 
	 	 
	 	 	 
	 	By:	 
	 	Its:	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)




 


	 	 	 



 






    	 	- 9 -	 



     


    

 


Warrant
Shares Exercise Log


 


	Date	 	Number of Warrant
 Shares Available
 to be Exercised	 	Number of Warrant
 Shares Exercised	 	Number of Warrant
 Shares Remaining
 to be Exercised
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 









 






    	 	- 10 -	 



     


    

 


FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the attached Warrant to purchase
______________ shares of Common Stock to which such Warrant relates and appoints ______________ attorney to transfer said right
on the books of the Company with full power of substitution in the premises.


 


Dated:
__________ __, _______


 


	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	Address
    of Transferee
	 	 
	 	 
	 	 
	 	 
	 	Note:
    Address for Delivery may not be a P.O. box and must be a physical address where stock certificates may be delivered in connection
    with this purchase or any future stock issued through splits, warrant conversions or other circumstances. The delivery address
    may be a personal residence, or a broker dealer where the certificate would be deposited


 


	Attest:
    	 
	 	 


 


 


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