Exhibit 4.5


 


EXECUTIVE
CONSULTING AGREEMENT


 


THIS
INDEPENDENT CONSULTING AGREEMENT “AGREEMENT” is entered into on this 3rd day of July, 2020 (the “Effective
Date”)


 


BETWEEN:


 


DRAGANFLY
INC.


(the “Company”)


 


and
-


 


SCOTT
LARSON 


(“Executive”)


 


WHEREAS
The Company is builder and supplier of quality, cutting-edge unmanned aerial vehicles and geoinformation software that serves the
public safety, agriculture, industrial inspections, security, and mapping and surveying markets.


 


AND
WHEREAS The Consultant is an Executive with relevant operational, financial and corporate development experience in the technology
sector and whose skills are a material inducement for the Company to enter into this Agreement;


 


AND
WHEREAS The Company desires to retain the Executive as an Independent Contractor on a limited basis to provide corporate development,
operational, financial assistance and to generally assist the company in its strategic plan (the “Services”); and


 


NOW
THEREFORE The Executive agrees to provide the Services as an Independent Contractor to the Company, subject to the terms of this
Agreement.


 


ARTICLE
I


COMMENCEMENT
AND TERM


 


1.01 Term


 


The
Company will employ Executive for a term commencing on the effective date of this Agreement and Executive’s engagement with the
Company shall be terminable in accordance with the applicable provision in Article VI of this Agreement.


 


ARTICLE
II 


ASSIGNMENT


 


2.01 Position


 


Executive
shall be employed by the Company as a member of the senior executive team in the position of President (“President”).


 




    	 



    	- 2 -



    

 


2.02 Duties


 


As
set out below, Executive shall perform the duties and exercise the powers that are normally performed or exercised by President (the
“Duties”). In addition, Executive shall perform such Duties and exercise such powers as prescribed or specified by
the Board of Directors. Executive acknowledges that the nature of Executive’s position and Duties make him a fiduciary to the Company.
Executive further acknowledges that such Duties and responsibilities may require frequent travel and frequent performance of work at
irregular times acting reasonably.


 


Executive
shall be responsible for leading the development and execution of the Company’s long-term strategy with a view to creating shareholder
value. Executive shall, under direction of the CEO and Board of Directors, among other things:


 


		(a)	be
                                            responsible for all day-to-day management decisions;
	 	 	 
		(b)	implement
                                            the Company’s short and long-term plans;
	 	 	 
		(c)	act
                                            as a direct liaison between the Board of Directors and management of the Company;
	 	 	 
		(d)	communicate
                                            on behalf of the Company to shareholders, employees, Government authorities, other stakeholders,
                                            and the public.



 


ARTICLE
III


REMUNERATION


 


3.01 Salary
Compensation


 


Commencing
on the Effective Date, the Company shall pay Executive:


 


		a)	An
                                            annual base salary of US$140,000 (the “Base Salary”) per annum, payable
                                            monthly.
	 	 	 
		b)	The
                                            Executive will also be eligible for an “Annual Bonus” of 100% of the Base
                                            Salary, for a total potential Annual Bonus of US$140,000. The annual Bonus will be determined
                                            following the completion of the Company’s financial year each year based on performance
                                            metrics to be negotiated by the end of August 31, 2020, as determined by the Company’s
                                            compensation committee. The Annual Bonus shall be prorated for 2020.



 


The
Base Salary and Annual Bonus shall be reviewed by the Company’s compensation committee following the completion of the Company’s
financial year each year. The Annual Bonus, if deemed to be payable, will be due to the Executive regardless of whether the term has
ended.


 


3.02
Equity Awards


 


Concurrent
with the execution hereof and by virtue of Executive’s position, the Company will grant the Executive 500,000 stock options to
acquire common shares of the Company (the “Stock Options”) will vest after nine months from the Effective Date and
any common shares resulting from the exercise of such Stock Options shall be pooled over a period of six months.


 




    	 



    	- 3 -



    

 


3.03 Expense
Reimbursement


 


The
Company shall reimburse Executive on a monthly basis for all bona-fide business expenses (including travel, accommodation, entertainment/business
expenses) incurred by Executive on behalf of the Company upon submission of written receipts or other written evidence. Any single or
series of related expenses exceeding US$5,000 and any expenses exceeding US$5,000 in the aggregate in any month shall be subject to pre-approval
by the CEO.


 


ARTICLE
IV


DUTIES
OF EXECUTIVE


 


4.01 Rules
and Regulations


 


Executive
shall be bound by and shall faithfully observe and abide by all applicable laws and all the rules and regulations to which the Company
may be subject from time to time, which are brought to Executive’s notice or of which Executive should reasonably be aware.


 


4.02 Conflict
of Interest


 


As
a fiduciary to the Company, Executive shall refrain from any situation in which Executive’s personal interests’ conflict,
or may appear to conflict, with Executive’s Duties with the Company. Executive shall not participate in the ownership of, have
any financial involvement with or work for, any competing business or for any client or potential client of the Company or otherwise
take steps that would benefit him personally while causing loss or damage to the Company, including reputational and/or financial loss
or damage. Executive acknowledges that if there is any doubt in this respect, Executive shall inform the Board of Directors and obtain
prior written authorization.


 


ARTICLE
V


CONFIDENTIAL
INFORMATION, INTELLECTUAL PROPERTY, NON-


COMPETITION
AND NON-SOLICITATION 


 


5.01 Definitions


 


		(a)	In
                                            this Agreement, unless something in the subject-matter or context is inconsistent therewith:



 


“Confidential
Information” means all confidential information of the Company, including but not limited to trade secrets, customer lists
and other confidential information concerning the business and affairs of the Company.


 




    	 



    	- 4 -



    

 


“Intellectual
Property” means, without limitation, any domestic and foreign:


 


(i)
patents, inventions, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part
of patents or patent applications; (ii) proprietary and non-public business information, including inventions, developments, trade secrets,
know-how, methods, processes, designs, technology, technical data, schematics, formulae and client lists, and documentation relating
to any of the foregoing; (iii) works of authorship, copyrights, copyright registrations and applications for copyright registration;
(iv) designs, design registrations, design registration applications and integrated circuit topographies; (v) trade names, business names,
corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark
applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vi) computer software and programs (both
source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials
related to the computer software and programs; (vii) any other intellectual property and industrial property and moral rights, title
and interest therein, anywhere in the world and whether registered or unregistered, registrable or unregistrable, or protected or protectable
under intellectual property laws, or (viii) any derivatives of or improvements on any of the foregoing,


 


which
Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice,
during the period of time Executive is in the employ of the Company, including the copyright thereon.


 


In
the context of any action taken by Executive, the words “directly or indirectly” include any action taken by Executive
for Executive’s own benefit or the benefit of any person competing with the Company, whether taken individually or in partnership
or jointly or in conjunction with any person as principal, agent, trustee, employee or shareholder (other than holding of shares listed
on a Canadian or United States stock exchange that does not exceed 5% of the outstanding shares so listed).


 


5.02 Confidential
Information


 


		(a)	Executive
                                            acknowledges that, by reason of Executive’s employment with the Company, Executive
                                            will have access to Confidential Information. Executive agrees that, during and after Executive’s
                                            employment with the Company, Executive will not disclose to any person, except in the proper
                                            course of Executive’s employment with the Company, or use for Executive’s own
                                            purposes or for any purposes other than those of the Company, any Confidential Information
                                            acquired, created or contributed to by Executive.
	 	 	 
		(b)	Any
                                            breach of Section 5.02(a) by Executive will result in material and irreparable harm to the
                                            Company although it may be difficult for the Company to establish the monetary value flowing
                                            from such harm. Executive therefore agrees that the Company, in addition to being entitled
                                            to the monetary damages which flow from the breach, will be entitled to injunctive relief
                                            in a court of appropriate jurisdiction in the event of any breach by Executive of Section
                                            5.02(a).



 




    	 



    	- 5 -



    

 


5.03 Intellectual
Property


 


Executive
hereby irrevocably and unconditionally waives all moral rights arising under the Copyright Act (Canada) as amended (or any successor
legislation of similar effect), or similar legislation in any applicable jurisdiction, or at common law, that Executive may have now
or in the future with respect to Intellectual Property, including, without limitation, any right Executive may have to have Executive’s
name associated with the Intellectual Property or to have Executive’s name not associated with the Intellectual Property, any right
Executive may have to prevent the alteration, translation or destruction of the Intellectual Property, and any rights Executive may have
to control the use of the Intellectual Property in association with any product, service, cause, or institution. Executive agrees that
this waiver may be invoked by the Company, and by any of its authorized agents or assignees, in respect of any or all of the Intellectual
Property. Executive agrees that all Intellectual Property is and shall be owned by the Company and not Executive and hereby assigns all
such Intellectual Property to the extent not already owned by the Company by operation of law. Executive further agrees to, promptly,
at the request of the Company, take all such steps and execute all such assignments and other documents as the Company may reasonably
require or consider helpful to effect or evidence the assignment and transfer of the Intellectual Property and to protect, obtain or
maintain any patents, copyrights, trade-marks or other proprietary rights in the Intellectual Property.


 


5.04 Non-Solicitation


 


		(a)	During
                                            the Restricted Period, Executive shall not, directly or indirectly:



 


		(i)	other
                                            than for the benefit of the Company or any of its affiliates solicit any customer of the
                                            Company who was a customer in the twelve (12) months preceding Executive’s last day
                                            of active employment for the purpose of selling or providing any products or services similar
                                            to those sold or provided by the Company;
	 	 	 
		(ii)	refer
                                            any customer of the Company who was a customer in the twelve (12) months preceding Executive’s
                                            last day of active employment to a competitor of the Company;
	 	 	 
		(iii)	solicit
                                            for business of any person or entity who is, or was at any time within the previous 12 months,
                                            a customer of the Business conducted by the Company (or a potential customer with whom Executive
                                            had Business-related dealings in the prior 12 month period prior to termination); or
	 	 	 
		(iv)	otherwise
                                            attempt to interfere with or damage the business relationship between the Company, on the
                                            one hand, and any customer of the Company who was a customer in the twelve (12) months preceding
                                            Executive’s last day of employment.



 




    	 



    	- 6 -



    

 


		(b)	For
                                            a period of 12 months following cessation of Executive’s active employment, Executive
                                            shall not, directly or indirectly:



 


		(i)	solicit
                                            the employment of (whether as an employee, independent contractor or otherwise) any personnel
                                            of the Company (other than any personnel who at the time of the solicitation has not worked
                                            for the Company or any of its affiliates for a period of at least six (6) months); or
	 	 	 
		(ii)	otherwise
                                            attempt to interfere with or damage the business relationship between the Company, on the
                                            one hand, and any personnel of the Company, on the other hand. Notwithstanding the foregoing,
                                            the restrictions set forth in this Subsection 5.05(b)(ii) shall not prohibit Executive from
                                            conducting general solicitations of employment or engagement that are not targeted to personnel
                                            of the Company.



 


5.05 Acknowledgements


 


Executive
acknowledges that:


 


		(a)	the
                                            business of the Company is carried on throughout Canada and that the Company is interested
                                            in and solicits or canvasses opportunities throughout Canada;
	 	 	 
		(b)	the
                                            reputation of the Company in the industry and its relationships with its customers is the
                                            result of hard work, diligence and perseverance on behalf of the Company over an extended
                                            period of time;
	 	 	 
		(c)	the
                                            nature of the business of the Company is such that the on-going relationship between the
                                            Company and its customers is material and has a significant effect on the ability of the
                                            Company to continue to obtain business from its customers with respect to both long term
                                            and new contracts; and
	 	 	 
		(d)	in
                                            light of the foregoing, the restrictions in this Article 5 are reasonable and valid and Executive
                                            hereby waives all defences to the strict enforcement thereof.



 


5.06 Equitable
Remedies


 


Executive
further acknowledges and agrees that: (i) the Company would suffer irreparable and ongoing damages (including a significant loss of the
value and goodwill of the Business) in the event that any provision of this Article 5 (or Section 6.04) were not performed in accordance
with its terms or otherwise were breached; and (ii) monetary damages, even if available, alone would not be an adequate remedy for any
such non-performance or breach. Accordingly, such Executive agrees that in the event of any breach or threatened breach of any provision
of this Article 5, or Section 6.04, the Company shall be entitled, in addition to all other rights and remedies that it may have existing
in its favor at law, in equity or otherwise to seek injunctive or other equitable relief (including a temporary restraining order, a
preliminary injunction and a final injunction) to prevent any such breach or threatened breach and to enforce such provisions specifically,
without the necessity of posting a bond or other security or of proving actual damages. The prevailing party in any action commenced
under this Section 5.07 (whether through a monetary judgment, injunctive relief or otherwise) also shall be entitled to recover reasonable
legal fees and court costs incurred in connection with such action.


 




    	 



    	- 7 -



    

 


ARTICLE
VI


TERMINATION
OF CONSULTING AGREEMENT


 


6.01 Termination
by the Company For Cause


 


The
Company may immediately terminate this Consulting Agreement with the Executive, at any time, for Cause (without notice or payment of
compensation in lieu of notice or damages of any kind) by notifying Executive in writing of such termination. For greater certainty,
“Cause” means: (i) Executive’s conviction of or admission to the commission of an indictable offence or Executive’s
conviction of or admission to a violation of another criminal law involving the affairs of the Company; (ii) any intentional act of fraud,
theft, embezzlement or other illegal conduct by Executive involving the Company; (iii) a material breach (which breach is not promptly
cured within five (5) business days after receiving written notice of same) of Executive’s obligations under any agreement entered
into between Executive and the Company or any of its affiliates; willful or substantial neglect by Executive of Executive’s Duties
and responsibilities under this Agreement for a period of ten (10) business days after receiving written notice of the same; Executive’s
material breach of the Company’s policies or procedures that is not reasonably curable in the Company’s sole discretion (acting
reasonably) or any other willful misconduct which causes material harm to the Company or its business reputation, including due to any
adverse publicity; and/or (vi) any conduct that constitutes cause at common law.


 


6.02 Termination
by the Company Without Cause


 


In
the event that Executive’s Consulting Agreement is terminated by the Company without Cause or Executive resigns his engagement
for Good Reason, as defined below, then, subject to Executive’s execution and non-revocation of a release in a form satisfactory
to the Company as set out in Section 6.05 below, the Company shall pay Executive severance in an amount equal to the Base Salary for
a period of four (4) months. This Severance shall only be applicable if this Agreement is not terminated, or any reason, prior to the
four (4) month anniversary of the Effective Date. For clarity:


 


		(a)	Executive
                                            shall not be entitled to any severance in the event that Executive’s Independent Consulting
                                            Agreement with the Company is terminated for Cause or Executive resigns without Good Reason;
	 	 	 
		(b)	Executive
                                            shall not be entitled to any severance in the event that this Agreement is terminated prior
                                            to the four month anniversary of the Effective Date;
	 	 	 
		(c)	Executive
                                            agrees that such payments and other benefits set out in this Section 6.02 shall be his complete
                                            and full entitlements to notice or pay in lieu as set out under the Employment Standards
                                            Act of Canada, contract or common law.



 


6.03 Voluntary
Resignation for Good Reason


 


Good
Reason will be established where Executive voluntarily resigns after any of the following actions are taken by the Company or any of
its subsidiaries without Executive’s consent (any of the following being “Good Reason”): (i) a reduction in
the Base Salary or any target bonus agreed from time to time (but not including any diminution related to a broader compensation
reduction that is not limited to any particular employee or executive); or (ii) a material diminution in Executive’s title,
Duties, or responsibilities from those in effect on the date hereof (it being understood that Executive’s obligation to report
to the Board of Directors and the Board of Director’s exercise of its final authority over Company matters shall not give rise
to any such claim of diminution); provided, however, that no event shall constitute Good Reason unless Executive has notified the
Company in writing describing the event which constitutes Good Reason and then only if the Company fails to cure such event within
thirty (30) days after the Company’s receipt of such written notice.


 




    	 



    	- 8 -



    

 


6.04 Return
of Property


 


Upon
any cessation of Executive’s employment under this Agreement, or for any reason at any time, and as a condition of the Company
paying Executive any termination payments or benefits required hereunder, Executive shall at once deliver or caused to be delivered to
the Company all books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable
to others, which are in the possession, charge, control or custody of Executive.


 


6.05 Expense
Reimbursement


 


Upon
termination for any reason, any expenses properly and legally incurred under this Agreement shall be promptly repaid to Executive.


 


6.06 Release


 


Executive
acknowledges and agrees that the payments, benefits and entitlements pursuant to this Article that are in excess of his statutory minimums
shall be in full satisfaction of all terms of the cessation of Executive’s employment, including termination pay pursuant to the
ESA. Except as otherwise provided in this Article or as may be required by the ESA, Executive shall not be entitled to any further termination
payments, damages, compensation or entitlements whatsoever. As a condition precedent to any payment or entitlement pursuant to this Article
that exceeds Executive’s statutory minimum entitlements, Executive agrees to deliver to the Company prior to any such payment or
receipt of such entitlement, a full and final release from all actions or claims in connection therewith in favour of the Company, its
affiliates, subsidiaries, directors, officers, employees and agents, in a form reasonably satisfactory to the Company.


 


ARTICLE
VII


DIRECTORS
AND OFFICERS


 


7.01 Indemnity


 


Subject
to the provisions of the Canada Business Corporations Act, the Company agrees to indemnify and save Executive harmless from and
against all demands, claims, costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably
incurred by Executive in respect of any civil, criminal or administrative action or proceeding to which Executive is made a party by
reason of being or having been a director or officer of the Company or of any affiliated Company whether before or after any cessation
of employment if:


 


		(a)	Executive
                                            acted honestly and in good faith with a view to the best interests of the Company; and



 




    	 



    	- 9 -



    

 


		(b)	in
                                            the case of a criminal or administrative action or proceeding that is enforced by a monetary
                                            penalty, Executive had reasonable grounds for believing that Executive’s conduct was
                                            lawful.



 


7.02 Insurance


 


If
Executive is a director or officer at the relevant time, Executive shall be covered by comprehensive directors’ and officers’
liability insurance, which shall be established and maintained by the Company at its expense. The insurance policies to be maintained
by the Company hereunder may contain exclusions from coverage in respect of negligence or mala fides acts on the part of Executive.


 


ARTICLE
VIII


CONTRACT
PROVISIONS


 


8.01 No
Breach of Obligations to Others


 


Executive
acknowledges and represents to the Company that in carrying out Executive’s Duties and functions for the Company, Executive will
not disclose to the Company any confidential information of any third party. Executive acknowledges and represents to the Company that
Executive has not brought to the Company nor will Executive use in the performance of Executive’s Duties and functions with the
Company any confidential materials or property of any third party. Executive further acknowledges and represents that Executive is not
a party to any agreement with or under any legal obligation to any third party that conflicts with any of Executive’s obligations
to the Company under this Agreement.


 


8.02 Headings


 


The
headings of the Articles and paragraphs herein are inserted for convenience of reference only and shall not affect the meaning or construction
hereof.


 


8.03 Independent
Advice


 


Executive
confirms having had the reasonable opportunity to obtain independent legal advice regarding this Agreement that Executive is signing
this Agreement freely and voluntarily with full understanding of its contents.


 


8.04 Governing
Law


 


This
Agreement shall be governed by the laws in force in the Province of British Columbia and the laws of Canada applicable therein.


 




    	 



    	- 10 -



    

 


8.05 Entire
Agreement


 


This
Agreement constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided
for or herein before discussed or mentioned with reference to Executive’s employment, and it cancels and replaces any and all prior
understandings and agreements between Executive and the Company. All promises, representations, collateral agreements and understandings
not expressly incorporated in this Agreement are hereby superseded by the within Agreement.


 


8.06 Severability


 


If
any provision contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair
the validity of any other provision herein and each such provision is deemed to be separate and distinct.


 


8.07 Survival


 


This
Agreement shall continue in full force and effect during the term of this Agreement and, upon the termination of this Agreement pursuant
to Sections 6.01, 6.02 or 6.03, Sections 5.02, 5.03, 5.04, 5.05 and 6.05 shall survive such termination.


 


8.08 Notice


 


Any
notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered,
delivered by facsimile transmission (with confirmation of receipt) or mailed by prepaid registered mail addressed as follows:


 


		(a)	in the case of the Company:

                                                                                 

                                                                                XXXXX




 


		(b)	in
                                            the case of Executive:



 


Scott
Larson


Suite 3907 – 1788 Gilmore Ave.


Burnaby, BC


V5C 0L5


 


8.09 Amendments
and Waiver


 


No
modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the
parties hereto and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.


 




    	 



    	- 11 -



    

 


8.10 Successors


 


This
Agreement and all rights of Executive hereunder shall enure to the benefit of and be enforceable by Executive and Executive’s personal
or legal representatives, heirs, executors, administrators and successors and shall enure to the benefit of and be binding upon the Company,
its successors and assigns.


 


8.11 Taxes
and Deductions


 


All
payments under this Agreement shall be subject to withholding of such amounts, if any, relating to tax or other payroll deductions as
the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.


 


8.12 Currency


 


All
dollar amounts set forth or referred to in this Agreement refer to the currency of the United States of America.


 


8.13 Counterparts


 


This
Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


 


8.14 Copy
of Agreement


 


Executive
hereby acknowledges receipt of a copy of this Agreement duly executed by the Company.


 




    	 



    	- 12 -



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


 


Draganfly
Corporation


 


	 	
	 	Name:	Cameron
                                            Chell
	 	Title:	CEO



 


	 	Scott Larson