Form of Amendment to Stock Option Agreement

Exhibit 10.4

AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the “Amendment”) is made effective as of __________ (the “Effective Date”) by and between Drone Aviation Holding Corp., a Nevada corporation (the “Corporation”) and ________ (the “Optionee”) (collectively the “Parties”).

BACKGROUND

A.     The Corporation and Optionee are the parties to that certain Nonqualified Stock Option Agreement for ________ shares of the Corporation’s Common Stock, par value $0.0001 per share that was granted by the Corporation to the Optionee on _________ (the “Option Agreement”); and

B.     The Parties desire to amend the Option 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 8 – Termination of the Option Agreement shall be deleted in its entirety and replaced with the following:

8. Termination of Employment. If the Optionee’s employment with or service to the Company and all Related Corporations is terminated by the Optionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised at any time up to and including the Expiration Date.

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

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