Exhibit
4.10


 


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-


 


JUSTIN
HANNEWYK,


 


(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 April 30, 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;


 


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
    6.(a) entitled “Base Salary” in the Employment Agreement will be replaced with the following:
	 	 
	 	Your
    annual base salary under this Agreement will be CDN$180,000, payable in accordance with our regular payroll schedule, as may be increased
    by the Company from time to time in its sole discretion (“Base Salary”).


 




    	 



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	2.	Provision
    6.(b) entitled “Stock Options” in the Employment Agreement will be replaced with the following:
	 	 
	 	As
    President of Dronelogics, you will be eligible for the stock options as set out in Schedule “B”. In addition, as of the
    Effective Date the Company will grant to you 25,000 restricted share units (“RSU”) in Draganfly Inc., which shall
    vest and be governed in accordance with the Company’s RSU plan.
	 	 
	3.	Provision
    6.(c) entitled “Incentive” in the Employment Agreement will be replaced with the following:
	 	 
	 	In
    addition to your Base Salary, you will be eligible to participate in any incentive plans the Company may implement, or amend, from
    time to time in consultation with Dronelogics’ board of directors (“Incentive Plan”). Your compensation
    under the Incentive Plan, if any, 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 consultation with Dronelogics’ board
    of directors at their sole discretion.
	 	 
	 	Subject
    to your attainment of the Incentive Plan targets, as determined by the Company’s compensation committee and the Dronelogics’
    board of directors, your annual target compensation under the Incentive Plan will be CDN$180,000, pro-rated to the date of this Amending
    Agreement for 2021.
	 	 
	 	Except
    as expressly stated otherwise elsewhere in this Agreement, if you resign from your employment with Dronelogics or Dronelogics terminates
    your employment for cause, any Incentive Plan payment for the calendar year in which the date of termination of employment occurs
    shall be cancelled, and you will not be entitled to any Incentive Plan payment for any period following the termination date, but
    any unpaid Incentive Plan payment payable to you in respect of a calendar year that has ended prior to the date of your termination
    of employment will be paid to you.
	 	 
	 	Except
    as expressly stated otherwise elsewhere in this Agreement, if your employment with Dronelogics ends for any reason other than your
    resignation or for cause, any Incentive Plan payment payable to you for the calendar year in which the date of termination of employment
    occurs shall be prorated based on the number of days of your employment with Dronelogics in the calendar year in which the date of
    termination occurs, and any unpaid Incentive Plan payment payable to you in respect of a calendar year that has ended prior to the
    date of termination of your employment will be paid to you, but you will not be entitled to any Incentive Plan payment for any period
    following the termination date.
	 	 
	4.	All
    other terms and conditions of employment set out in the Employment Agreement will remain unchanged and in effect.
	 	 
	5.	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, the Human Rights Code, the Workers Compensation Act, and the Personal Information Protection
    Act.
	 	 
	6.	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.
	 	 
	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 Employment 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 of the Courts in the Province of British Columbia.


 


[signature
page follows]


 




    	 



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TO
EVIDENCE THEIR AGREEMENT the parties have executed the Amending Agreement this ______ day of _______________________2021:


 


	/s/
Scott Larson	 	/s/
Justin Hannewyk
	DRAGANFLY
    INC.	 	JUSTIN
    HANNEWYK
	 	 	 
	Authorized
    Signatory	 	(Consultant
    Signature)
	I
    have authority to bind the Corporation