Exhibit 4.4


 


INDEPENDENT
CONSULTANT 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”)


 


-and-


 


1502372
ALBERTA LTD.,


a
corporation having an address at L120, 2303 – 4 Street SW, Calgary, AB T2S 2S7


 


‎(Hereinafter
referred to as the “Consultant”)


 


-and-


 


CAMERON
CHELL,


 


the
principal of the Consultant


 


‎(Hereinafter
referred to as the “Principal”)‎


 


(collectively,
the “Parties”)


 


WHEREAS:


 


		A.	The
                                            Parties entered into an Independent Consultant Agreement dated October 1, 2019 (the “Independent
                                            Consultant Agreement”) setting out the terms and conditions of the Consultant’s
                                            engagement;
	 	 	 
		B.	The
                                            Company wishes to continue to engage the services of the Consultant and the Principal, and
                                            the Consultant and Principal desire to continue to be engaged by the Company upon the terms
                                            and subject to the conditions of the Independent Consultant Agreement as amended by the terms
                                            of this Independent Consultant Agreement Amending Agreement hereinafter set forth;



 




    	 



    	- 2 -



    

 


NOW
THEREFORE in consideration of the promises and the mutual covenants and agreements contained in this Independent Consultant Agreement
Amending Agreement (this “Amending Agreement”), including the increase to the Consultant’s consulting fees and
the grant of restricted share units, and in exchange for the Consultant and Principal’s continued engagement, the Parties agree
to amend the Independent Consultant Agreement as follows:


 


	1.	Provision
                                            3.1 entitled “Consideration for Services” in the Independent Consultant 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 to the Consultant a consulting
fee in the amount of CAD $400,000 per year for the remainder of this Agreement or until any change is mutually agreed upon. All fees
will be paid on a monthly basis upon submission of an invoice.


 


	2.	Provision
                                            3.2 entitled “Consideration for Services” will be added into the Independent
                                            Consultant Agreement as follows:



 


As
further compensation for carrying out the Services during the term of this Agreement, the Consultant will be eligible to receive an annual
success fee (the “Success Fee”) ‎as determined by the Company in its sole ‎discretion. The Success Fee, if
any, for a given year: (i) 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; (ii) will be paid following
the completion of such year; and (iii) is not ‎earned or accrued until and unless the Consultant is engaged on the last day of the
period for ‎which the Success Fee is payable. ‎ The Consultant understands and agrees that payment of a Success Fee should not
be considered to be expected compensation and the payment of a Success Fee in any one or successive years shall not create an entitlement
to a Success Fee in any subsequent year.


 


Beginning
in the calendar year of 2021, the Consultant’s target annual Success Fee is CDN$300,000.00, pro-rated to the date of this Amending
Agreement for 2021.


 


	3.	Provision
                                            3.3 entitled “Consideration for Services” will be added into the Independent
                                            Consultant Agreement as follows:



 


Subject
to the receipt of all necessary regulatory approvals, the Company shall grant to the Consultant 40,000 restricted share units (“RSU”)
in Draganfly Inc., which shall vest and be governed in accordance with the Company’s RSU plan.


 


	4.	All
                                            other terms and conditions of engagement set out in the Independent Consultant Agreement
                                            will remain unchanged and in effect.



 




    	 



    	- 3 -



    

 


	5.	The
                                            Consultant hereby releases the Company from any and all claims it has or may have arising
                                            in any way out of the terms of this Amending Agreement or the changes to its engagement as
                                            set out herein, specifically includes any claims under any applicable human rights, workers’
                                            compensation, employment standards, employment or labour legislation.
	 	 
	6.	This
                                            Amending Agreement amends the Independent Consultant Agreement. This Amending Agreement and
                                            the Independent Consultant 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.
	 	 
	7.	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.
	 	 
	8.	If
                                            there is a conflict between any provision of this Amending Agreement and any provision of
                                            the Independent Consultant Agreement, the relevant provision(s) of this Amending Agreement
                                            are to prevail.
	 	 
	9.	This
                                            Amending Agreement is governed by, and is to be construed and interpreted in accordance with
                                            the laws of British Columbia. The Parties irrevocably attorn to the jurisdiction to the Courts
                                            of the Province of British Columbia.



 


[signature
page follows]


 




    	 



    	- 4 -



    

 


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


 


	 	 	 
	DRAGANFLY
                                            INC.

     

    Authorized
Signatory

    I
    have authority to bind the Corporation
	 	1502372
                                            ALBERTA LTD.

     

    by
    its authorized signatory,

    Cameron Chell

    




 


		 	
	 	 	CAMERON
                                            CHELL
	 	 	 
	 	 	Principal
    of 1502372 Alberta Ltd.