Exhibit 10.7


 


DRONE
AVIATION HOLDING CORP.




RESTRICTED STOCK AGREEMENT

(Non-Assignable)


________


____
Shares of Restricted Stock of

Drone Aviation Holding Corp.


THIS
CERTIFIES that on ____, 20__, _____ (“Holder”) was granted _____ (___) shares of fully paid and non-assessable shares
(“Shares”) of the Restricted Stock (par value $0.0001 per share) of Drone Aviation Holding Corp. (the “Corporation”),
a Nevada corporation. A determination of the Board of Directors of the Corporation (the “Committee”) as to any questions
which may arise with respect to the interpretation of the provisions of this award shall be final.


TERMS
AND CONDITIONS. It is understood and agreed that the award evidenced by this agreement is subject to the following terms and conditions:


1.Vesting.
The Shares shall vest upon the consummation of an equity and/or debt financing exceeding $3,725,000, provided that Holder remains
continuously engaged as a director, officer or employee of, or consultant or advisor to, the Corporation from the date hereof
through the applicable vesting date.


2.Regulatory
Compliance and Listing. The issuance or delivery of any stock certificates representing Shares may be postponed by the Corporation
for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable
listing requirements of any national securities exchange, any rules, regulations or other requirements under any other law, or
any rules or regulations applicable to the issuance or delivery of such Shares, and the Corporation shall not be obligated to
deliver any such Shares to the Holder if delivery thereof would constitute a violation of any provision of any law or of any regulation
of any governmental authority or any national securities exchange.


3.Investment
Representations and Related Matters. The Holder hereby represents that the Shares awarded pursuant to this agreement are being
acquired for investment purposes and not for resale or with a view towards distribution thereof. The Holder acknowledges and agrees
that any sale or distribution of Shares may be made only pursuant to either (a) a registration statement on an appropriate form
under the Securities Act of 1933, as amended (“Securities Act”), which registration statement has become effective
and is current with regard to the Shares being sold, or (b) a specific exemption from the registration requirements of the Securities
Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation,
prior to any such sale or distribution. The Holder hereby consents to such action as the Corporation deems necessary or appropriate
from time-to-time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities
Act or to implement the provisions of this agreement, including but not limited to placing restrictive legends on certificates
evidencing Shares and delivering stop transfer instructions to the Corporation’s stock transfer agent.



    

     

    




4.No
Right To Continued Employment; Forfeiture. This agreement does not confer upon the Holder any right to continued employment
by the Corporation or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the right to the
Holder’s employer to terminate employment at any time for any reason or no reason.


5.Construction.
This agreement will be construed by and administered under the supervision of the Committee, and all determinations will be final
and binding on the Holder.


6.Dilution.
Nothing in this agreement will restrict or limit in any way the right of the Committee to issue or sell stock of the Corporation
(or securities convertible into stock of the Corporation) on such terms and conditions as it deems to be in the best interests
of the Corporation, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions,
stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any stock bonus or
employee stock ownership plan.


7.Legends.
The Shares shall bear a legend in substantially the following form:


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR (B) AN OPINION OR COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


8.Notices.
Any notice hereunder to the Corporation shall be addressed to it at Drone Aviation Holding Corp., 11651 Central Parkway #118,
Jacksonville, FL 32224, Attention: CEO, and any notice hereunder to the Holder shall be addressed to the Holder at the last known
home address shown in the records of the Corporation, subject to the right of any party hereto to designate another address at
any time hereafter in writing.


9.Counterparts.
This agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.


 


10.Governing
Law. This agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of
Florida without reference to principles of conflicts of laws.


 


[SIGNATURE
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IN
WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorized officer.


	Dated:
    ______, 20__	DRONE
                                         AVIATION HOLDING CORP.

                                                                     

        By:  ______________________________

           Name:

           Title:

         

        

	 	 


 


	 	 
	ACCEPTED
    AND ACKNOWLEDGED:	 
	 	 
	 	 
	By:	 	 
	 

        

        Dated:
	



        ______,
        20__
	 



 


 


 





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