Exhibit 4.8


 


EMPLOYMENT
AGREEMENT AMENDING AGREEMENT


 


THIS
AGREEMENT, effective as of _____________, 2021 (the “Effective Date”) is between:


 


DRAGANFLY
INC.,


 


a
company duly incorporated under the laws of the Province of British Columbia with a business address at 2108 St. George Avenue, Saskatoon,
Saskatchewan S7M 0K7,


 


‎(Hereinafter
referred to as the “Company”)


 


OF
THE FIRST PART.‎


 


-and-


 


PAUL
SUN,


 


an
individual residing at 1179 Fairmeadow Trail, Oakville , Ontario L6M 2M8


 


‎(Hereinafter
referred to as the “Employee” or “you”)‎


 


OF
THE SECOND PART.‎


 


(collectively,
the “Parties”)


 


WHEREAS:


 


		A.	The
                                            Company ‎and the Employee entered into an Employment Agreement dated November, 2020 (the
                                            “Employment Agreement”) setting out the terms and conditions of the Employee’s
                                            employment;
	 	 	 
		B.	The
                                            Company wishes to continue to engage the services of the Employee and the Employee desires
                                            to continue to be employed by the Company upon the terms and subject to the conditions of
                                            the Employment Agreement as amended by the terms of this Employment Agreement Amending Agreement
                                            hereinafter set forth;



 




    	 



    	- 2 -



    

 


NOW
THEREFORE in consideration of the promises and the mutual covenants and agreements contained in this Employment Agreement Amending
Agreement (this “Amending Agreement”), including the increase to the Employee’s base salary and the grant of
restricted share units, and in exchange for the Employee’s continued employment, the Parties agree to amend the Employment Agreement
as follows:


 


	1.	Provision
                                            3.1 entitled “Consideration for Services” in the Employment Agreement will be
                                            replaced with the following:



 


As
compensation for carrying out the Services during the term of this Agreement, the Company agrees to pay the Employee a salary in the
amount of CDN$220,000.00 (the “Annual Salary”) payable by semi-monthly instalments. The Company will review the Annual
Salary annually during the term of this Agreement and may, in its sole discretion, adjust the Annual Salary.


 


	2.	Provision
                                            3.2 entitled “Consideration for Services” in the Employment Agreement will be
                                            removed.



 


	3.	Provision
                                            3.3 entitled “Consideration for Services” in the Employment Agreement will be
                                            replaced with the following:



 


In
addition to the above Annual Salary, the Employee shall be eligible to earn a discretionary annual performance bonus (“Performance
Bonus”). The Performance Bonus will be determined following the completion of the ‎Company’s financial year each
year, based on performance metrics to be ‎determined by the Company’s compensation committee in its sole discretion‎. The
Company shall pay the Employee the Performance Bonus, if any, within the thirty (30) days following the Employee’s completion of
each Term (as hereinafter defined), beginning from the Effective Date. The Employee understands and agrees that payment of a Performance
Bonus should not be considered to be expected compensation and the payment of a Performance Bonus in any one or successive years shall
not create an entitlement to a Performance Bonus in any subsequent year. Further, the Employee shall be eligible to earn a Performance
Bonus on a pro-rated basis, and the Employee shall be entitled to receive a pro rata portion of the Performance Bonus for any period
of employment predating the payment of the Performance Bonus. To be eligible for a Performance Bonus, the Employee must also be Actively
Employed on the date of payment of any such ‎bonus. For purposes of this Agreement, the last day that the Employee is “Actively
Employed” ‎shall be the later of:‎ (i) the ‎last day that‎ the Employee actually performs their ‎duties prior
to the termination ‎of the Employee’s employment with the ‎Company for ‎any reason; or (ii) the ‎end of ‎the
minimum ‎period of statutory notice of termination prescribed by the Ontario Employment Standards Act, 2000 (the “ESA”)‎.
This is because a Performance Bonus is not earned until the payment date. For clarity, ‎except to the extent required by the ESA:
‎‎‎(i) the last day that the Employee is Actively ‎Employed ‎shall not be extended by any ‎‎‎‎contractual
or ‎‎common law notice of ‎‎termination period in ‎respect ‎of which the Employee ‎receives ‎‎or
may ‎‎receive pay ‎in ‎lieu of notice ‎of termination or damages ‎in ‎lieu of such ‎notice ‎of ‎‎termination;
and ‎(ii) entitlement to any ‎Performance Bonus‎ shall not ‎be included ‎in any ‎entitlement which the Employee
‎may ‎have to pay in lieu or damages in lieu ‎‎of ‎notice ‎‎of ‎termination. ‎


 




    	 



    	- 3 -



    

 


Beginning
in the calendar year of 2021, the Employee’s annual target Performance Bonus is CDN$220,000.00, pro-rated to the date of this Amending
Agreement for 2021. To clarify, the Performance Bonus remains discretionary as solely determined and approved by the Board. The Employee
understands and agrees that payment of a Performance Bonus should not be considered to be expected compensation and the payment of a
Performance Bonus in any one or successive years shall not create an entitlement to a Performance Bonus in any subsequent year.


 


	4.	Provision
                                            3.6 entitled “Consideration for Services” will be added into the Employment Agreement
                                            as follows:



 


Subject
to the receipt of all necessary regulatory approvals, the Company shall grant to you 30,000 restricted share units (“RSU”)
in Draganfly Inc., which shall vest and be governed in accordance with the Company’s RSU plan.


 


	5.	All
                                            other terms and conditions of employment set out in the Employment Agreement will remain
                                            unchanged and in effect.



 


	6.	The
                                            Employee hereby releases the Company from any and all claims he has or may have arising in
                                            any way out of the terms of this Amending Agreement or the changes to his employment as set
                                            out herein, specifically includes any claims under any applicable human rights, workers’
                                            compensation, employment standards, employment or labour legislation including but not limited
                                            to the Employment Standards Act, 2000, the Human Rights Code, the Workplace
                                            Safety and Insurance Act, 1997 and the Pay Equity Act.



 


	7.	This
                                            Amending Agreement amends the Employment Agreement. This Amending Agreement and the Employment
                                            Agreement shall be read together and constitute one agreement. The Parties agree that the
                                            terms of the Amending Agreement will be effective on the Effective Date.



 


	8.	This
                                            Amending Agreement enures to the benefit of and binds the parties hereto and their respective
                                            heirs, executors, legal personal representatives, successors and permitted assigns.



 


	9.	If
                                            there is a conflict between any provision of this Amending Agreement and any provision of
                                            the Employment Agreement, the relevant provision(s) of this Amending Agreement are to prevail.



 


	10.	This
                                            Amending Agreement is governed by, and is to be construed and interpreted in accordance with
                                            the laws of Ontario. The Parties irrevocably attorn to the jurisdiction to the Ontario Superior
                                            Court of Justice in Toronto.



 


‎[signature
page follows]‎


 




    	 



    	- 4 -



    

 


TO
EVIDENCE THEIR AGREEMENT the parties have executed the Amending Agreement this _______ day of _____________ 2021:


 


	 	 	 
	DRAGANFLY
    INC.	 	PAUL
    SUN
	 	 	 
	Authorized
    Signatory	 	(Consultant
    Signature)
	I
    have authority to bind the Corporation