Exhibit 4.3


 


DRAGANFLY
INC.


 


sHARE
COMPENSATION PLAN


 


	1.	DEFINITIONS
                                            AND INTERPRETATION



 


	1.1	Definitions:
                                            For purposes of the Plan, unless the context requires otherwise, the following words
                                            and terms shall have the following meanings:



 


		(a)	“1933
                                            Act” means the United States Securities Act of 1933, as amended;



 


		(b)	“Account”
                                            has the meaning attributed to that term in section 4.8;



 


		(c)	“Administrators”
                                            means the Board or such other persons as may be designated by the Board from time to time;



 


		(d)	“Affiliate”
                                            has the meaning attributed to that term in the Securities Act (British Columbia);



 


		(e)	“Associate”
                                            has the meaning attributed to that term in the Securities Act (British Columbia);



 


		(f)	“Award
                                            Date” means the date or dates on which an award of Restricted Share Units is made
                                            to a Participant in accordance with section 4.1;



 


		(g)	“Blackout
                                            Period” means the period during which designated directors, officers and employees
                                            of the Corporation cannot trade the Common Shares pursuant to the Corporation’s policy
                                            respecting restrictions on directors’, officers’ and employee trading which is
                                            in effect at that time (which, for greater certainty, does not include the period during
                                            which a cease trade order is in effect to which the Corporation or in respect of an insider,
                                            that insider is subject);



 


		(h)	“Board”
                                            means the board of directors of the Corporation from time to time;



 


		(i)	“Business
                                            Day” means each day other than a Saturday, Sunday or statutory holiday in Vancouver,
                                            British Columbia, Canada;



 


		(j)	“Change
                                            of Control” means:



 


		(i)	the acceptance
                                            of an Offer by a sufficient number of holders of voting shares in the capital of the Corporation
                                            to constitute the offeror, together with persons acting jointly or in concert with the offeror,
                                            a shareholder of the Corporation being entitled to exercise more than 50% of the voting rights
                                            attaching to the outstanding voting shares in the capital of the Corporation (provided that
                                            prior to the Offer, the offeror was not entitled to exercise more than 50% of the voting
                                            rights attaching to the outstanding voting shares in the capital of the Corporation),



 


		(ii)	the completion
                                            of a consolidation, merger or amalgamation of the Corporation with or into any other corporation
                                            whereby the voting shareholders of the Corporation immediately prior to the consolidation, merger
or amalgamation receive less than 50% of the voting rights attaching to the outstanding voting shares of the consolidated, merged or
amalgamated corporation or any parent entity, or



 






     


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		(iii)	the completion
                                            of a sale whereby all or substantially all of the Corporation’s undertakings and assets
                                            become the property of any other entity and the voting shareholders of the Corporation immediately
                                            prior to that sale hold less than 50% of the voting rights attaching to the outstanding voting
                                            securities of that other entity immediately following that sale;



 


Notwithstanding
the foregoing, if it is determined that an award hereunder with respect to a U.S. Participant is subject to the requirements of Section
409A of the Code and payable upon a Change of Control, the Corporation will not be deemed to have undergone a Change of Control unless
the Corporation is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section
409A of the Code to the extent required for the award to comply with Section 409A of the Code;


 


		(k)	“Code”
                                            means the U.S. Internal Revenue Code of 1986, as amended, and includes the valid and
                                            binding governmental regulations, court decisions and other regulatory and judicial authority
                                            issued or rendered thereunder;



 


		(l)	“Common
                                            Shares” means the common shares of the Corporation;



 


		(m)	“Consultant”
                                            means an individual (other than an employee or a director of the Corporation) or company
                                            that:



 


		(A)	is engaged
                                            to provide on an ongoing bona fide basis, consulting, technical, management or other services
                                            to the Corporation or to an Affiliate of the Corporation, other than services provided in
                                            relation to an offer or sale of securities of the Corporation in a capital-raising transaction,
                                            or services that promote or maintain a market for the Corporation’s securities;



 


		(B)	provides
                                            the services under a written contract between the Corporation or the Affiliate and the individual
                                            or the company, as the case may be;



 


		(C)	in the reasonable
                                            opinion of the Corporation, spends or will spend a significant amount of time and attention
                                            on the affairs and business of the Corporation or an Affiliate of the Corporation; and



 


		(D)	has a relationship
                                            with the Corporation or an Affiliate of the Corporation that enables the individual to be
                                            knowledgeable about the business and affairs of the Corporation;



 


		(n)	“Corporation”
                                            means Draganfly Inc., a corporation existing under the Business Corporations Act (British
                                            Columbia) and the successors thereof;



 


		(o)	“Effective
                                            Date” means August 19, 2019;



 






     


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		(p)	“Eligible
                                            Person” means:



 


		(i)	any officer
                                            or employee of the Corporation and/or any officer or employee of any Subsidiary of the Corporation
                                            and any director of the Corporation and/or any director of any Subsidiary of the Corporation;
                                            and



 


		(ii)	a Consultant;



 


		(q)	“Event
                                            of Termination” means an event whereby a Participant ceases to be an Eligible Person
                                            and shall be deemed to have occurred by the giving of any notice of termination of employment
                                            or service (whether voluntary or involuntary and whether with or without cause), retirement,
                                            or any cessation of employment or service for any reason whatsoever, including disability
                                            or death;



 


		(r)	“Exchange”
                                            means the Canadian Stock Exchange or any other stock exchange or quotation system where the
                                            Common Shares are listed on or through which the Common Shares are listed or quoted;



 


		(s)	“Grant
                                            Date” means the date on which a grant of Options is made to a Participant in accordance
                                            with section 5.1;



 


		(t)	“insider”
                                            has the meaning attributed to that term in the Securities Act (British Columbia);



 


		(u)	“Insider
                                            Participant” means a Participant who is (i) an insider of the Corporation
                                            or any of its Subsidiaries, and (ii) an associate of any person who is an insider by
                                            virtue of (i);



 


		(v)	“Investor
                                            Relations Activities” means any activities, by or on behalf of the Corporation
                                            or shareholder of the Corporation, that promote or reasonably could be expected to promote
                                            the purchase or sale of securities of the Corporation, but does not include:



 


		(i)	the dissemination
                                            of information provided, or records prepared, in the ordinary course of business of the Corporation:



 


		(A)	to promote
                                            the sale of products or services of the Corporation, or



 


		(B)	to raise
                                            public awareness of the Corporation, that cannot reasonably be considered to promote the
                                            purchase or sale of securities of the Corporation;



 


		(ii)	activities
                                            or communications necessary to comply with the requirements of:



 


		(A)	applicable
                                            securities laws;



 


		(B)	the by-laws,
                                            rules or other regulatory instruments of the Exchange or any other self-regulatory body or
                                            exchange having jurisdiction over the Corporation;



 






     


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		(iii)	communications
                                            by a publisher of, or writer for, a newspaper, magazine or business or financial publication,
                                            that is of general and regular paid circulation, distributed only to subscribers to it for
                                            value or to purchasers of it, if:



 


		(A)	the communication
                                            is only through the newspaper, magazine or publication, and



 


		(B)	the publisher
                                            or writer receives no commission or other consideration other than for acting in the capacity
                                            of publisher or writer; or



 


		(iv)	activities
                                            or communications that may be otherwise specified by the Exchange.



 


		(w)	“Market
                                            Price” means, as of any date, the closing price of the Common Shares on the Exchange
                                            for the last market trading day prior to the date of grant of the Option or if the Common
                                            Shares are not listed on a stock exchange, the Market Price shall be determined in good faith
                                            by the Administrators;



 


		(x)	“Market
                                            Value” means, on any date, the volume weighted average price of the Common Shares
                                            traded on the Exchange for the five (5) consecutive trading days prior to such date;



 


		(y)	“Offer”
                                            means a bona fide arm’s length offer made to all holders of voting shares in the capital
                                            of the Corporation to purchase, directly or indirectly, voting shares in the capital of the
                                            Corporation;



 


		(z)	“Option”
                                            means an option granted to an Eligible Person under the Plan to purchase Common Shares;



 


		(aa)	“Option
                                            Agreement” has the meaning ascribed to that term in section 3.2;



 


		(bb)	“Participant”
                                            means an Eligible Person selected by the Administrators to participate in the Plan in accordance
                                            with section 3.1 hereof;



 


		(cc)	“Payout
                                            Date” means the day on which the Corporation pays to a Participant the Market Value
                                            of the RSUs that have become vested and payable;



 


		(dd)	“Plan”
                                            means this share compensation plan, as amended, replaced or restated from time to time;



 


		(ee)	“reserved
                                            for issuance” refers to Common Shares that may be issued in the future upon the
                                            vesting of Restricted Share Units which have been awarded and upon the exercise of Options
                                            which have been granted;



 


		(ff)	“Restricted
                                            Share Unit” means a right granted in accordance with section 4.1 hereof to
                                            receive one Common Share that becomes vested in accordance with section 4.3;



 






     


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		(gg)	“Restricted
                                            Share Unit Agreement” has the meaning ascribed to that term in section 3.2;



 


		(hh)	“Share
                                            Compensation Arrangement” means a stock option, stock option plan, employee stock
                                            purchase plan or any other compensation or incentive mechanism involving the issuance or
                                            potential issuance of Common Shares to directors, officers and employees of the Corporation
                                            and any of its Subsidiaries or to Consultants;



 


		(ii)	“Subsidiary”
                                            has the meaning ascribed thereto in the Securities Act (British Columbia) and “Subsidiaries”
                                            shall have a corresponding meaning;



 


		(jj)	“United
                                            States” means the United States of America, its territories and possessions, any
                                            state of the United States and the District of Columbia;



 


		(kk)	“U.S.
                                            Participant” means a Participant who is a citizen of the United States or a resident
                                            of the United States, as defined in section 7701(a)(30)(A) and section 7701(b)(1)
                                            of the Code and any other Participant who is subject to tax under the Code with respect to
                                            compensatory awards granted pursuant to the Plan;



 


		(ll)	“U.S.
                                            Person” means a “U.S. person”, as such term is defined in Rule 902
                                            of Regulation S under the 1933 Act; and



 


		(mm)	“Withholding
                                            Obligations” has the meaning ascribed to that term in section 4.6.



 


	1.2	Headings:
                                            The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience
                                            of reference only and shall not affect the construction or interpretation of the Plan.



 


	1.3	Context,
                                            Construction: Whenever the singular or masculine are used in the Plan, the same shall
                                            be construed as being the plural or feminine or neuter or vice versa where the context so
                                            requires.



 


	1.4	References
                                            to this Plan: The words “hereto”, “herein”, “hereby”,
                                            “hereunder”, “hereof” and similar expressions mean or refer to the
                                            Plan as a whole and not to any particular article, section, paragraph or other part hereof.



 


	1.5	Currency:
                                            All references in this Plan or in any agreement entered into under this Plan to “dollars”,
                                            “$” or lawful currency shall be references to Canadian dollars, unless the context
                                            otherwise requires.



 


	2.	PURPOSE
                                            AND ADMINISTRATION OF THE PLAN



 


	2.1	Purpose:
                                            The purpose of the Plan is to advance the interests of the Corporation and its Subsidiaries,
                                            and its shareholders by: (i) ensuring that the interests of Eligible Persons are aligned
                                            with the success of the Corporation and its Subsidiaries; (ii) encouraging stock ownership
                                            by Eligible Persons; and (iii) providing compensation opportunities to attract, retain
                                            and motivate Eligible Persons.



 






     


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	2.2	Common Shares
                                            Subject to the Plan:



 


		(a)	The total
                                            number of Common Shares reserved and available for grant and issuance pursuant to this Plan,
                                            and the total number of Restricted Share Units that may be awarded pursuant to this Plan,
                                            shall not exceed 20% (in the aggregate) of the issued and outstanding Common Shares from
                                            time to time;



 


		(b)	The aggregate
                                            sales price (meaning the sum of all cash, property, notes, cancellation of debt, or other
                                            consideration received or to be received by the Corporation for the sale of the securities)
                                            or amount of Common Shares issued during any consecutive 12-month period will not exceed
                                            the greatest of the following: (i) U.S.$1,000,000; (ii) 15% of the total assets of the Corporation,
                                            measured at the Corporation's most recent balance sheet date; or (iii) 15% of the outstanding
                                            amount of the Common Shares of the Corporation, measured at the Corporation's most recent
                                            balance sheet date; and



 


		(c)	The number
                                            of Common Shares issuable pursuant to the exercise of Options under the Plan within a 12
                                            month period to all Eligible Persons retained to provide Investor Relations Activities (together
                                            with those Common Shares that are issued pursuant to any other Share Compensation Arrangement)
                                            shall not, at any time, exceed 1% of the issued and outstanding Common Shares.



 


	2.3	Administration
                                            of the Plan: The Plan shall be administered by the Administrators, through the recommendation
                                            of the Compensation Committee of the Board. Subject to any limitations of the Plan, the Administrators
                                            shall have the power and authority to:



 


		(a)	adopt rules
                                            and regulations for implementing the Plan;



 


		(b)	determine
                                            the eligibility of persons to participate in the Plan, when Restricted Share Units and Options
                                            to Eligible Persons shall be awarded or granted, the number of Restricted Share Units and
                                            Options to be awarded or granted, the vesting criteria for each award of Restricted Share
                                            Units and the vesting period for each grant of Options;



 


		(c)	interpret
                                            and construe the provisions of the Plan and any agreement or instrument under the Plan;



 


		(d)	subject
                                            to regulatory requirements, make exceptions to the Plan in circumstances which they determine
                                            to be exceptional;



 


		(e)	require
                                            that any Participant provide certain representations, warranties and certifications to the
                                            Corporation to satisfy the requirements of applicable laws, including without limitation,
                                            the registration requirements of the 1933 Act and applicable state securities laws, or exemptions
                                            therefrom; and



 


		(f)	make all
                                            other determinations and take all other actions as they determine to be necessary or desirable
                                            to implement, administer and give effect to the Plan.



 






     


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	3.	ELIGIBILITY
                                            AND PARTICIPATION IN PLAN



 


	3.1	The Plan
                                            and Participation: The Plan is hereby established for Eligible Persons. Restricted Share
                                            Units may be awarded and Options may be granted to any Eligible Person as determined by the
                                            Administrators in accordance with the provisions hereof. The Corporation and each Participant
                                            acknowledge that they are responsible for ensuring and confirming that such Participant is
                                            a bona fide Eligible Person entitled to receive Options or Restricted Share Units, as the
                                            case may be.



 


	3.2	Agreements:
                                            All Restricted Share Units awarded hereunder shall be evidenced by a restricted share
                                            unit agreement (“Restricted Share Unit Agreement”) between the Corporation
                                            and the Participant, substantially in the form set out in Exhibit A or in such other
                                            form as the Administrators may approve from time to time. All Options granted hereunder shall
                                            be evidenced by an option agreement (“Option Agreement”) between the Corporation
                                            and the Participant, substantially in the form as set out in Exhibit B or in such other
                                            form as the Administrators may approve from time to time.



 


	4.	AWARD
                                            OF RESTRICTED SHARE UNITS



 


	4.1	Award of
                                            Restricted Share Units: The Administrators may, at any time and from time to time, award
                                            Restricted Share Units to Eligible Persons. In awarding any Restricted Share Units, the Administrators
                                            shall determine:



 


		(a)	to whom
                                            Restricted Share Units pursuant to the Plan will be awarded;



 


		(b)	the number
                                            of Restricted Share Units to be awarded and credited to each Participant’s Account;



 


		(c)	the Award
                                            Date; and



 


		(d)	subject
                                            to section 4.3 hereof, the applicable vesting criteria.



 


Upon
the award of Restricted Share Units, the number of Restricted Share Units awarded to a Participant shall be credited to the Participant’s
Account effective as of the Award Date.


 


	4.2	Restricted
                                            Share Unit Agreement: Upon the award of each Restricted Share Unit to a Participant,
                                            a Restricted Share Unit Agreement shall be delivered by the Administrators to the Participant.



 


	4.3	Vesting:



 


		(a)	Subject
                                            to subsections (c) and (d) below, at the time of the award of Restricted Share Units,
                                            the Administrators shall determine in their sole discretion the vesting criteria applicable
                                            to such Restricted Share Units.



 


		(b)	For greater
                                            certainty, the vesting of Restricted Share Units may be determined by the Administrators
                                            to include criteria such as performance vesting, in which the number of Common Shares to
                                            be delivered to a Participant for each Restricted Share Unit that vests may fluctuate based
                                            upon the Corporation’s performance and/or
the Market Price of the Common Shares, in such manner as determined by the Administrators in their sole discretion.



 






     


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		(c)	Each Restricted
                                            Share Unit shall be subject to vesting in accordance with the terms set out in the Restricted
                                            Share Unit Agreement.



 


		(d)	Notwithstanding
                                            anything to the contrary in this Plan, all vesting and issuances or payments, as applicable,
                                            in respect of a Restricted Share Unit shall be completed no later than December 15 of
                                            the third calendar year commencing after the Award Date for such Restricted Share Unit.



 


	4.4	Blackout
                                            Periods: Should the date of vesting of a Restricted Share Unit fall within a Blackout
                                            Period or within nine Business Days following the expiration of a Blackout Period, such date
                                            of vesting shall be automatically extended without any further act or formality to that date
                                            which is the tenth Business Day after the end of the Blackout Period, such tenth Business
                                            Day to be considered the date of vesting for such Restricted Share Unit for all purposes
                                            under the Plan. Notwithstanding section 6.4 hereof, the ten Business Day period referred
                                            to in this section 4.4 may not be extended by the Board.



 


	4.5	Vesting and
                                            Settlement: As soon as practicable after the relevant date of vesting of any Restricted
                                            Share Units awarded under the Plan and with respect to a U.S. Participant, no later than
                                            60 days thereafter, but subject to subsection 4.3(d), a Participant shall be entitled to
                                            receive and the Corporation shall issue or pay (at its discretion):



 


		(a)	a lump sum
                                            payment in cash equal to the number of vested Restricted Share Units recorded in the Participant’s
                                            Account multiplied by the Market Value of a Common Share on the Payout Date;



 


		(b)	the number
                                            of Common Shares required to be issued to a Participant upon the vesting of such Participant’s
                                            Restricted Share Units in the Participant’s Account, duly issued as fully paid and
                                            non-assessable shares and such Participant shall be registered on the books of the Corporation
                                            as the holder of the appropriate number of Common Shares; or



 


		(c)	any combination
                                            of the foregoing.



 


	4.6	Taxes and
                                            Source Deductions: the Corporation or an affiliate of the Corporation may take such reasonable
                                            steps for the deduction and withholding of any taxes and other required source deductions
                                            which the Corporation or the affiliate, as the case may be, is required by any law or regulation
                                            of any governmental authority whatsoever to remit in connection with this Plan, any Restricted
                                            Share Units or any issuance of Common Shares (“Withholding Obligations”).
                                            Without limiting the generality of the foregoing, the Corporation may, at its discretion:
                                            (i) deduct and withhold those amounts it is required to remit pursuant to the Withholding
                                            Obligations from any cash remuneration or other amount payable to the Participant, whether
                                            or not related to the Plan, the vesting of any Restricted Share Units or the issue of any
                                            Common Shares; (ii) allow the Participant to make a cash payment to the Corporation
                                            equal to the amount required to be remitted, pursuant to the Withholding Obligations, which
                                            amount shall be remitted by the Corporation to the appropriate governmental authority for
                                            the account of the Participant; or (iii) settle a portion of vested Restricted Share
                                            Units of a Participant in cash equal to the amount
the Corporation is required to remit, pursuant to the Withholding Obligations, which amount shall be remitted by the Corporation to the
appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps undertaken in connection
with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common Shares to be issued to
a Participant on vesting of any Restricted Share Units may be made conditional upon the Participant (or other person) reimbursing or
compensating the Corporation or making arrangements satisfactory to the Corporation for the payment to it in a timely manner of all taxes
required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant.



 






     


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	4.7	Rights Upon
                                            an Event of Termination:



 


		(a)	If an Event
                                            of Termination has occurred in respect of any Participant, any and all Common Shares corresponding
                                            to any vested Restricted Share Units in the Participant’s Account shall be issued as
                                            soon as practicable after the Event of Termination to the former Participant in accordance
                                            with section 4.5 hereof. With respect to each Restricted Share Unit of a U.S. Participant,
                                            such Restricted Share Unit will be settled and shares issued as soon as practicable following
                                            the date of vesting of such Restricted Share Unit as set forth in the applicable Restricted
                                            Share Unit Agreement, but in all cases within 60 days following such date of vesting.



 


		(b)	If an Event
                                            of Termination has occurred in respect of any Participant, any unvested Restricted Share
                                            Units in the Participant’s Account shall, unless otherwise determined by the Administrators
                                            in their discretion, forthwith and automatically be forfeited by the Participant and cancelled.
                                            With respect to any Restricted Share Unit of a U.S. Participant, if the Administrators determine,
                                            in their discretion, to waive vesting conditions applicable to a Restricted Share Unit that
                                            is unvested at the time of an Event of Termination, such Restricted Share Unit shall not
                                            be forfeited or cancelled, but instead will be deemed to be vested and settled and shares
                                            delivered following the date of vesting of such Restricted Share Unit as set forth in the
                                            applicable Restricted Share Unit Agreement.



 


		(c)	Notwithstanding
                                            the foregoing subsection 4.7(b) and subject to the requirements of the Exchange, if
                                            a Participant retires in accordance with the Corporation’s retirement policy, at such
                                            time, any unvested performance-based Restricted Share Units in the Participant’s Account
                                            shall not be forfeited by the Participant or cancelled and instead shall be eligible to become
                                            vested in accordance with the vesting conditions set forth in the applicable Restricted Share
                                            Unit Agreement after such retirement (as if retirement had not occurred), but only if the
                                            performance vesting criteria, if any, are met on the applicable date.



 


		(d)	For greater
                                            certainty, if a Participant’s employment is terminated for just cause, each unvested
                                            Restricted Share Unit in the Participant’s Account shall forthwith and automatically
                                            be forfeited by the Participant and cancelled.



 


		(e)	For the
                                            purposes of this Plan and all matters relating to the Restricted Share Units, the date of
                                            the Event of Termination shall be determined without regard to any applicable severance or
                                            termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory,
                                            or at common law).



 






     


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	4.8	Restricted
                                            Share Unit Accounts: A separate notional account for Restricted Share Units shall be
                                            maintained for each Participant (an “Account”). Each Account will be credited
                                            with Restricted Share Units awarded to the Participant from time to time pursuant to section 4.1
                                            hereof by way of a bookkeeping entry in the books of the Corporation. On the vesting of the
                                            Restricted Share Units pursuant to section 4.3 hereof and the corresponding issuance
                                            of Common Shares to the Participant pursuant to section 4.5 hereof, or on the forfeiture
                                            and cancellation of the Restricted Share Units pursuant to section 4.7 hereof, the applicable
                                            Restricted Share Units credited to the Participant’s Account will be cancelled.



 


	4.9	Record Keeping:
                                            the Corporation shall maintain records in which shall be recorded:



 


		(a)	the name
                                            and address of each Participant;



 


		(b)	the number
                                            of Restricted Share Units credited to each Participant’s Account;



 


		(c)	any and
                                            all adjustments made to Restricted Share Units recorded in each Participant’s Account;
                                            and



 


		(d)	any other
                                            information which the Corporation considers appropriate to record in such records.



 


	5.	GRANT
                                            OF OPTIONS 



 


	5.1	Grant of
                                            Options: Subject to section 2.2, the total number of Common Shares reserved and
                                            available for grant pursuant to this section on exercise of Options (together with those
                                            Common Shares issuable pursuant to any other Share Compensation Arrangement, including Restricted
                                            Share Units) shall not exceed 20% of the number of issued and outstanding Common Shares from
                                            time to time.



 


The Administrators
may at any time and from time to time grant Options to Eligible Persons. In granting any Options, the Administrators shall determine:


 


		(a)	to whom
                                            Options pursuant to the Plan will be granted;



 


		(b)	the number
                                            of Options to be granted, the Grant Date and the exercise price of each Option;



 


		(c)	the expiration
                                            date of each Option; and



 


		(d)	subject
                                            to section 5.3 hereof, the applicable vesting criteria,



 


provided,
however that the exercise price for a Common Share pursuant to any Option shall not be less than the Market Price on the Grant Date in
respect of that Option.


 


	5.2	Option Agreement:
                                            Upon each grant of Options to a Participant, an Option Agreement shall be delivered by
                                            the Administrators to the Participant.



 






     


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	5.3	Vesting:



 


		(a)	Subject
                                            to subsection 2.2(c) above with respect to grants to Eligible Persons providing Investor
                                            Relations Activities, at the time of the grant of any Options, the Administrators shall determine,
                                            in accordance with minimum vesting requirements of the Exchange, the vesting criteria applicable
                                            to such Options.



 


		(b)	The Administrators
                                            may determine when any Option will become exercisable and may determine that Options shall
                                            be exercisable in instalments or pursuant to a vesting schedule. The Option Agreement will
                                            disclose any vesting conditions prescribed by the Administrators.



 


	5.4	Term of Option/Blackout
                                            Periods: The term of each Option shall be determined by the Administrators; provided
                                            that no Option shall be exercisable after ten years from the Grant Date. Should the term
                                            of an Option expire on a date that falls within a Blackout Period or within nine Business
                                            Days following the expiration of a Blackout Period, such expiration date shall be automatically
                                            extended without any further act or formality to that date which is the tenth Business Day
                                            after the end of the Blackout Period, such tenth Business Day to be considered the expiration
                                            date for such Option for all purposes under the Plan. Notwithstanding section 6.4 hereof,
                                            the ten Business Day period referred to in this section 5.4 may not be extended by the
                                            Board.



 


	5.5	Exercise
                                            of Option:



 


Options
that have vested in accordance with the provisions of this Plan and the applicable Option Agreement may be exercised at any time, or
from time to time, during their term and subject to the provisions of Section 5.9 hereof as to any number of whole Common Shares that
are then available for purchase thereunder; provided that no partial exercise may be for less than 100 whole Common Shares. Options may
be exercised by delivery of a written notice of exercise to the Administrators, substantially in the form attached to this Plan as Exhibit C,
with respect to the Options, or by any other form or method of exercise acceptable to the Administrators.


 


	5.6	Payment and
                                            Issuance: 



 


		(a)	Upon actual
                                            receipt by the Corporation or its agent of the materials required by subsection 5.5 and receipt
                                            by the Corporation of cash, a cheque, bank draft or other form of acceptable payment for
                                            the aggregate exercise price, the number of Common Shares in respect of which the Options
                                            are exercised will be issued as fully paid and non-assessable shares and the Participant
                                            exercising the Options shall be registered on the books of the Corporation as the holder
                                            of the appropriate number of Common Shares. No person or entity shall enjoy any part of the
                                            rights or privileges of a holder of Common Shares which are subject to Options until that
                                            person or entity becomes the holder of record of those Common Shares. No Common Shares will
                                            be issued by the Corporation prior to the receipt of payment by the Corporation for the aggregate
                                            exercise price for the Options being exercised.



 


		(b)	Without
                                            limiting the foregoing, unless otherwise determined by the Administrators or not compliant
                                            with any applicable laws or rules of the Exchange, a Participant may elect a cashless exercise
                                            in a notice of exercise in accordance with the following:
(i) cashless exercise of Options shall only be available to a Participant who intends to immediately sell the Common Shares issuable
upon exercise of such Options and the proceeds of sale will be sufficient to satisfy the exercise price of the Options, and (ii) if an
eligible Participant elects to exercise the Options through cashless exercise and complies with any relevant protocols approved by the
Administrators, a sufficient number of the Common Shares issued upon exercise of the Options will be sold by a designated broker on behalf
of the Participant to satisfy the exercise price of the Options, the exercise price of the Options will be delivered to the Corporation
and the Participant will receive only the remaining unsold Common Shares from the exercise of the Options and the net proceeds of the
sale after deducting the exercise price of the Options, applicable taxes and any applicable fees and commissions, all as determined by
the Administrators from time to time. The Corporation shall not deliver the Common Shares issuable upon a cashless exercise of Options
until receipt of the exercise price therefor, whether by a designated broker selling the Common Shares issuable upon exercise of such
Options through a short position or such other method determined by the Administrators in compliance with applicable laws.



 






     


    - 12 -


    

 


	5.7	Cashless
                                            Exercise: Provided that the Common Shares are listed and posted for trading on a stock
                                            exchange or market that permits cashless exercise, a Participant may elect a cashless exercise
                                            in a notice of exercise, which election will result in all of the Common Shares issuable
                                            on the exercise being sold. In such case, the Participant will not be required to deliver
                                            to the Administrators a cheque or other form of payment for the aggregate exercise price
                                            referred to above. Instead the following provisions will apply:



 


		(a)	The Participant
                                            will instruct a broker selected by the Participant to sell through the stock exchange or
                                            market on which the Common Shares are listed or quoted, the Common Shares issuable on the
                                            exercise of Options, as soon as possible upon the issue of such Common Shares to the Participant
                                            at the then applicable bid price of the Common Shares.



 


		(b)	Before the
                                            relevant trade date, the Participant will deliver the exercise notice including details of
                                            the trades to the Corporation electing the cashless exercise and the Corporation will direct
                                            its registrar and transfer agent to issue a certificate for such Participant’s Common
                                            Shares in the name of the broker (or as the broker may otherwise direct) for the number of
                                            Common Shares issued on the exercise of the Options, against payment by the broker to the
                                            Corporation of (i) the exercise price for such Common Shares; and (ii) the amount
                                            the Corporation determines, in its discretion, is required to satisfy the Corporation withholding
                                            tax and source deduction remittance obligations in respect of the exercise of the Options
                                            and issuance of Common Shares.



 


		(c)	The broker
                                            will deliver to the Participant the remaining proceeds of sale, net of any brokerage commission
                                            or other expenses.



 


	5.8	Taxes and
                                            Source Deductions: The Corporation or an affiliate of the Corporation may take such reasonable
                                            steps for the deduction and withholding of any taxes and other required source deductions
                                            which the Corporation or the affiliate, as the case may be, is required by any law or regulation
                                            of any governmental authority whatsoever to remit pursuant
to the Withholding Obligations in connection with this Plan, any Options or any issuance of Common Shares. Without limiting the generality
of the foregoing, the Corporation may, at its discretion: (i) deduct and withhold those amounts it is required to remit, pursuant
to the Withholding Obligations, from any cash remuneration or other amount payable to the Participant, whether or not related to the
Plan, the exercise of any Options or the issue of any Common Shares; or (ii) allow the Participant to make a cash payment to the
Corporation equal to the amount required to be remitted, pursuant to the Withholding Obligations, which amount shall be remitted by the
Corporation to the appropriate governmental authority for the account of the Participant. Where the Corporation considers that the steps
undertaken in connection with the foregoing result in inadequate withholding or a late remittance of taxes, the delivery of any Common
Shares to be issued to a Participant on the exercise of Options may be made conditional upon the Participant (or other person) reimbursing
or compensating the Corporation or making arrangements satisfactory to the Corporation for the payment in a timely manner of all taxes
required to be remitted, pursuant to the Withholding Obligations, for the account of the Participant.



 






     


    - 13 -


    

 


	5.9	Rights Upon
                                            an Event of Termination:



 


		(a)	If an Event
                                            of Termination has occurred in respect of a Participant, any unvested Options, to the extent
                                            not available for exercise as of the date of the Event of Termination, shall, unless otherwise
                                            determined by the Administrators in their discretion, forthwith and automatically be cancelled,
                                            terminated and not available for exercise without further consideration or payment to the
                                            Participant.



 


		(b)	Except as
                                            otherwise stated herein or otherwise determined by the Administrators in their discretion
                                            (provided such determination does not exceed a maximum of one year), upon the occurrence
                                            of an Event of Termination in respect of a Participant, any vested Options granted to the
                                            Participant that are available for exercise may be exercised only before the earlier of:



 


		(i)	the expiry of the Option; and



 


		(ii)	six months after the date of the
Event of Termination.



 


		(c)	Notwithstanding the foregoing
subsections 5.9(a) and (b), if a Participant’s employment is terminated for just cause, each Option held by the Participant,
whether or not then exercisable, shall forthwith and automatically be cancelled and may not be exercised by the Participant.



 


		(d)	For the purposes of this Plan
and all matters relating to the Options, the date of the Event of Termination shall be determined without regard to any applicable severance
or termination pay, damages, or any claim thereto (whether express, implied, contractual, statutory, or at common law).



 


	5.10	Record Keeping:
                                            The Corporation shall maintain an Option register in which shall be recorded:



 


		(a)	the name and address of each holder
of Options;



 






     


    - 14 -


    

 


		(b)	the number of Common Shares subject
to Options granted to each holder of Options;



 


		(c)	the term of the Option and exercise
price, including adjustments for each Option granted; and



 


		(d)	any other information which the
Corporation considers appropriate to record in such register.



 


	6.	GENERAL



 


	6.1	Effective
                                            Date of Plan: The Plan shall be effective as of the Effective Date.



 


	6.2	Change of
                                            Control: If there is a Change of Control transaction then, notwithstanding any other
                                            provision of this Plan except subsection 4.3(d) which will continue to apply in all
                                            circumstances, the Administrators may, in their sole discretion, determine that any or all
                                            unvested Restricted Share Units and any or all Options (whether or not currently exercisable)
                                            shall vest or become exercisable, as applicable, at such time and in such manner as may be
                                            determined by the Administrators in their sole discretion such that Participants under the
                                            Plan shall be able to participate in the Change of Control transaction, including, at the
                                            election of the holder thereof, by surrendering such Restricted Share Units and Options to
                                            the Corporation or a third party or exchanging such Restricted Share Units or Options, for
                                            consideration in the form of cash and/or securities, to be determined by the Administrators
                                            in their sole discretion. Notwithstanding the foregoing, with respect to Options of U.S.
                                            Participants, any exchange, substitution or amendment of such Options will occur only to
                                            the extent and in a manner that will not result in the imposition of taxes under Section
                                            409A of the Code, and with respect to Restricted Share Units of U.S. Participants, any surrender
                                            or other modification of Restricted Share Units will occur only to the extent such surrender
                                            or other modification will not result in the imposition of taxes under Section 409A of the
                                            Code.



 


	6.3	Reorganization
                                            Adjustments:



 


		(a)	In
                                            the event of any declaration by the Corporation of any stock dividend payable in securities
                                            (other than a dividend which may be paid in cash or in securities at the option of the holder
                                            of Common Shares), or any subdivision or consolidation of Common Shares, reclassification
                                            or conversion of Common Shares, or any combination or exchange of securities, merger, consolidation,
                                            recapitalization, amalgamation, plan of arrangement, reorganization, spin off involving the
                                            Corporation, distribution (other than normal course cash dividends) of company assets to
                                            holders of Common Shares, or any other corporate transaction or event involving the Corporation
                                            or the Common Shares, the Administrators, in the Administrators’ sole discretion, may,
                                            subject to any relevant resolutions of the Board, and without liability to any person, make
                                            such changes or adjustments, if any, as the Administrators consider fair or equitable, in
                                            such manner as the Administrators may determine, to reflect such change or event including,
                                            without limitation, adjusting the number of Options and Restricted Share Units outstanding
                                            under this Plan, the type and number of securities or other property to be received upon
                                            exercise or redemption thereof, and the exercise price of Options outstanding under this
                                            Plan, provided that the value of any Option or Restricted Share Unit immediately after such
                                            an adjustment, as determined by the Administrators, shall not exceed the value of such Option
                                            or Restricted Share Unit prior thereto, as determined by the Administrators.



 






     


    - 15 -


    

 


		(b)	Notwithstanding
                                            the foregoing, with respect to Options and Restricted Share Units of U.S. Participants, such
                                            changes or adjustments will be made in a manner so as to not result in the imposition of
                                            taxes under Section 409A of the Code and will comply with the requirements in subsection
                                            4.3(d).



 


		(c)	The Corporation
                                            shall give notice to each Participant in the manner determined, specified or approved by
                                            the Administrators of any change or adjustment made pursuant to this section and, upon such
                                            notice, such adjustment shall be conclusive and binding for all purposes.



 


		(d)	The Administrators
                                            may from time to time adopt rules, regulations, policies, guidelines or conditions with respect
                                            to the exercise of the power or authority to make changes or adjustments pursuant to section 6.2
                                            or section 6.3(a). The Administrators, in making any determination with respect to changes
                                            or adjustments pursuant to section 6.2 or section 6.3(a) shall be entitled to impose
                                            such conditions as the Administrators consider or determine necessary in the circumstances,
                                            including conditions with respect to satisfaction or payment of all applicable taxes (including,
                                            but not limited to, withholding taxes).



 


	6.4	Amendment
                                            or Termination of Plan:



 


The Board
may amend this Plan or any Restricted Share Unit or any Option at any time without the consent of Participants provided that such amendment
shall:


 


		(a)	not adversely
                                            alter or impair any Restricted Share Unit previously awarded or any Option previously granted
                                            except as permitted by the provisions of section 6.3 hereof, and, with respect to Restricted
                                            Share Units and Options of U.S. Participants, such amendment will not result in the imposition
                                            of taxes under Section 409A;



 


		(b)	be subject
                                            to any regulatory approvals including, where required, the approval of the Exchange; and



 


		(c)	be subject
                                            to shareholder approval, where required by the requirements of the Exchange, provided that
                                            shareholder approval shall not be required for the following amendments:



 


		(i)	amendments
                                            of a “housekeeping nature”, including any amendment to the Plan or a Restricted
                                            Share Unit or Option that is necessary to comply with applicable laws, tax or accounting
                                            provisions or the requirements of any regulatory authority or Exchange and any amendment
                                            to the Plan or a Restricted Share Unit or Option to correct or rectify any ambiguity, defective
                                            provision, error or omission therein, including any amendment to any definitions therein;



 






     


    - 16 -


    

 


		(ii)	amendments
                                            that are necessary or desirable for Restricted Share Units or Options to qualify for favourable
                                            treatment under any applicable tax law;



 


		(iii)	a change
                                            to the vesting provisions of any Restricted Share Unit or any Option (including any alteration,
                                            extension or acceleration thereof);



 


		(iv)	a change
                                            to the termination provisions of any Option or Restricted Share Units (for example, relating
                                            to termination of employment, resignation, retirement or death) that does not entail an extension
                                            beyond the original expiration date (as such date may be extended by virtue of section 5.4);



 


		(v)	the introduction
                                            of features to the Plan that would permit the Corporation to, instead of issuing Common Shares
                                            from treasury upon the vesting of the Restricted Share Units, retain a broker and make payments
                                            for the benefit of Participants to such broker who would purchase Common Shares in the open
                                            market for such Participants;



 


		(vi)	the amendment
                                            of this Plan as it relates to making lump sum payments to Participants upon the vesting of
                                            the Restricted Share Units;



 


		(vii)	the amendment
                                            of the cashless exercise feature set out in this Plan; and



 


		(d)	be subject
                                            to disinterested shareholder approval in the event of any reduction in the exercise price
                                            of any Option granted under the Plan to an Insider Participant.



 


For greater
certainty and subject to approval by the Exchange (if applicable), shareholder approval shall be required in circumstances where an amendment
to the Plan would:


 


		(a)	change from
                                            a fixed maximum percentage of issued and outstanding Common Shares to a fixed maximum number
                                            of Common Shares;



 


		(b)	increase
                                            the limits in section 2.2;



 


		(c)	reduce the
                                            exercise price of any Option (including any cancellation of an Option for the purpose of
                                            reissuance of a new Option at a lower exercise price to the same person);



 


		(d)	extend the
                                            term of any Option beyond the original term (except if such period is being extended by virtue
                                            of section 5.4 hereof); or



 


		(e)	amend this
                                            section 6.4.



 


	6.5	Termination:
                                            The Administrators may terminate this Plan at any time in their absolute discretion.
                                            If the Plan is so terminated, no further Restricted Share Units shall be awarded and no further
                                            Options shall be granted, but the Restricted Shares Units then outstanding and credited to
                                            Participants’ Accounts and the Options then outstanding shall continue in full force
                                            and effect in accordance with the provisions of this Plan. Any termination of this Plan shall
                                            occur in a manner that will not result in the imposition of taxes on a U.S. Participant under
                                            Section 409A.



 






     


    - 17 -


    

 


	6.6	Transferability:
                                            A Participant shall not be entitled to transfer, assign, charge, pledge or hypothecate,
                                            or otherwise alienate, whether by operation of law or otherwise, the Participant’s
                                            Restricted Share Units or Options or any rights the Participant has under the Plan.



 


	6.7	Rights as
                                            a Shareholder: Under no circumstances shall the Restricted Share Units or Options be
                                            considered Common Shares nor shall they entitle any Participant to exercise voting rights
                                            or any other rights attaching to the ownership of Common Shares (including, but not limited
                                            to, the right to dividend equivalent payments).



 


	6.8	Credits for
                                            Dividends: Unless otherwise determined by the Administrators, whenever cash or other
                                            dividends are paid on Common Shares, additional Restricted Share Units will be automatically
                                            granted to each Participant who holds Restricted Share Units on the record date for such
                                            dividends. The number of such Restricted Share Units (rounded to the nearest whole Restricted
                                            Share Units) to be credited to such Participant as of the date on which the dividend is paid
                                            on the Common Shares shall be an amount equal to the quotient obtained when (i) the aggregate
                                            value of the cash or other dividends that would have been paid to such Participant if the
                                            Participant’s Restricted Share Units as of the record date for the dividend had been
                                            Common Shares, is divided by (ii) the Market Value of the Common Shares as of the date on
                                            which the dividend is paid on the Common Shares. Restricted Share Units granted to a Participant
                                            shall be subject to the same vesting conditions (time and performance (as applicable)) as
                                            the Restricted Share Units to which they relate.



 


	6.9	No Effect
                                            on Employment, Rights or Benefits:



 


		(a)	The terms
                                            of employment shall not be affected by participation in the Plan.



 


		(b)	Nothing
                                            contained in the Plan shall confer or be deemed to confer upon any Participant the right
                                            to continue as a director, officer, employee or Consultant nor interfere or be deemed to
                                            interfere in any way with any right of the Corporation, the Board or the shareholders of
                                            the Corporation to remove any Participant from the Board or of the Corporation or any Subsidiary
                                            to terminate any Participant’s employment or agreement with a Consultant at any time
                                            for any reason whatsoever.



 


		(c)	Under no
                                            circumstances shall any person who is or has at any time been a Participant be able to claim
                                            from the Corporation or any Subsidiary any sum or other benefit to compensate for the loss
                                            of any rights or benefits under or in connection with this Plan or by reason of participation
                                            in this Plan.



 


	6.10	Market Value
                                            of Common Shares: The Corporation makes no representation or warranty as to the future
                                            market value of any Common Shares. No Participant shall be entitled, either immediately or
                                            in the future, either absolutely or contingently, to receive or obtain any amount or benefit
                                            granted to or to be granted for the purpose of reducing the impact, in whole or in part,
                                            of any reduction in the market value of the shares of the Corporation or a corporation related
                                            thereto.



 






     


    - 18 -


    

 


	6.11	Compliance
                                            with Applicable Law:



 


		(a)	If any provision
                                            of the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory
                                            body having jurisdiction, then such provision shall be deemed to be amended to the extent
                                            necessary to bring such provision into compliance therewith. Notwithstanding the foregoing,
                                            the Corporation shall have no obligation to register any securities provided for in this
                                            Plan under the 1933 Act.



 


		(b)	The award
                                            of Restricted Share Units, the grant of Options and the issuance of Common Shares under this
                                            Plan shall be carried out in compliance with applicable statutes and with the regulations
                                            of governmental authorities and the Exchange. If the Administrators determine in their discretion
                                            that, in order to comply with any such statutes or regulations, certain action is necessary
                                            or desirable as a condition of or in connection with the award of a Restricted Share Unit,
                                            the grant of an Option or the issue of a Common Share upon the vesting of a Restricted Share
                                            Unit or exercise of an Option, as applicable, that Restricted Share Unit may not vest in
                                            whole or in part and that Option may not be exercised in whole or in part, as applicable,
                                            unless that action shall have been completed in a manner satisfactory to the Administrators.
                                            Without limiting the foregoing, any Common Shares issued upon the vesting of Restricted Share
                                            Units or exercise of Options granted pursuant to this Plan must be registered under the 1933
                                            Act, and all applicable state securities laws, or must comply with the requirements of an
                                            exemption or exclusion therefrom. If the Common Shares issued upon the vesting of Restricted
                                            Share Units or exercise of Options are issued in the United States or to a U.S. Person in
                                            reliance upon an exemption from the registration requirements of the 1933 Act and applicable
                                            state securities laws, such Common Shares will be “restricted securities” (as
                                            such term is defined in Rule 144 under the 1933 Act) and the certificate representing such
                                            Common Shares will bear a legend restricting the transfer of such securities under the 1933
                                            Act and applicable state securities laws. The Board may require that a Participant provide
                                            certain representations, warranties and certifications to the Corporation to satisfy the
                                            requirements of applicable securities laws, including without limitation, the registration
                                            requirements of the 1933 Act and applicable state securities laws or exemptions or exclusions
                                            therefrom.



 


	6.12	Governing
                                            Law: This Plan shall be governed by and construed in accordance with the laws of the
                                            Province of British Columbia and the laws of Canada applicable therein, and with respect
                                            to U.S. Participants, the Code.



 


	6.13	Subject
                                            to Approval: The Plan is adopted subject to the approval of the Exchange and any other
                                            required regulatory approval. To the extent a provision of the Plan requires regulatory approval
                                            which is not received, such provision shall be severed from the remainder of the Plan until
                                            the approval is received and the remainder of the Plan shall remain in effect.



 


	6.14	Special
                                            Terms and Conditions Applicable to U.S. Participants: Options issued to U.S. Participants
                                            are intended to be exempt from Section 409A of the Code pursuant to Treas. Reg. Section 1.409A-1(b)(5)(i)(A)
                                            and the Plan and such Options will be construed and administered accordingly. Options may
                                            be issued to U.S. Participants under
the Plan only if the shares with respect to the Options qualify as “service recipient stock” as defined in Treas. Reg. Section
1.409A-1(b)(5)(E)(iii). Restricted Share Units awarded to U.S. Participants are intended to be either exempt from (e.g., as short-term
deferrals) or compliant with Section 409A of the Code and such Restricted Share Units will be construed and administered accordingly.
Any waiver or acceleration of vesting under the Plan or any Restricted Share Unit Agreement for a U.S. Participant may occur only to
the extent that such acceleration or waiver will not result in the imposition of taxes under Section 409A of the Code. Any payments made
under this Plan or any Restricted Share Unit Agreement to a U.S. Participant as a result of a termination of employment that are deemed
to be subject to Section 409A of the Code shall occur only if such termination constitutes a “separation from service” as
defined in Treas. Reg. 1.409A-1(h). Additionally, any payments resulting from a separation from service made to a U.S. Participant who
is a “specified employee” as defined in Treas. Reg. 1.409A-1(i) shall be subject to the six month delay in payments required
by Treas. Reg. 1.409A-1(3)(v) if such payments are deemed to be subject to Section 409A of the Code. Although the Corporation intends
Options and Restricted Share Units granted to U.S. Participants to be exempt from or compliant with Section 409A, the Corporation makes
no representation or guaranty as to the tax treatment of such Options and Restricted Share Units. Each U.S. Participant (and any beneficiary
or the estate of the Participant, as applicable) is solely responsible and liable for the satisfaction of all taxes and penalties that
may be imposed on or for the account of such U.S. Participant in connection with this Plan. Neither the Corporation nor any affiliate,
nor any employee or director of the Corporation or an affiliate, shall have any obligation to indemnify or otherwise hold such U.S. Participant,
beneficiary or estate harmless from any or all such taxes or penalties.



 


ADOPTED
the 19th day of August, 2019 and amended April 14, 2021.


 






     


     


    

 


Exhibit A


 


[Insert of the
underlying Common Shares have not been registered under the 1933 Act:


 


THE RESTRICTED
SHARE UNITS AND THE UNDERLYING COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”) OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES
ARE REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON”
ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.]


 


RESTRICTED SHARE
UNIT AGREEMENT


 


Notice is hereby
given that, effective this ________ day of ________________, __________ (the “Restricted Share Grant Date”) Draganfly
Inc. (the “Corporation”) has granted to ___________________________________________ (the “Participant”),
______________ Restricted Share Units pursuant to the Corporation’s Share Compensation Plan (the “Plan”), a
copy of which has been provided to the Participant.


 


Restricted Share
Units are subject to the following terms:


 


		(a)	Pursuant
                                            to the Plan and as compensation to the Participant, the Corporation hereby grants to the
                                            Participant, as of the Restricted Share Grant Date, the number of Restricted Share Units
                                            set forth above.



 


		(b)	The granting
                                            and vesting of the Restricted Share Units and the payment by the Corporation of any payout
                                            in respect of any Vested Restricted Share Units (as defined below) are subject to the terms
                                            and conditions of the Plan, all of which are incorporated into and form an integral part
                                            of this Restricted Share Unit Agreement.



 


		(c)	The Restricted
                                            Share Units shall become vested restricted share units (the “Vested Restricted Share
                                            Units”) in accordance with the following schedule:



 


		(i)	n
                                            on the 6 month anniversary of the Restricted Share Grant
                                            Date;



 


		(ii)	non
                                            the 12 month anniversary of the Restricted Share Grant Date;



 


		(iii)	non
                                            the 18 month anniversary of the Restricted Share Grant Date; and



 


		(iv)	n
                                            on the 24 month anniversary of the Restricted Share
                                            Grant Date (each a “Vesting Date”).



 


		(d)	As
                                            soon as reasonably practicable and no later than 60 days following the Vesting Date, or,
                                            if the Participant is not a U.S. Participant (as defined in the Plan), such later date mutually
                                            agreed to by the Corporation and the Participant, the Participant shall be entitled to receive,
                                            and the Corporation shall issue or provide, a payout with respect to those Vested Restricted
                                            Share Units in the Participant’s Account to which the Vesting Date relates (each a
                                            “Payout Date”):



 






     


    - 2 -


    

 


		(i)	a lump sum
                                            payment in cash equal to the number of vested Restricted Share Units recorded in the Participant’s
                                            Account multiplied by the Market Value of a Common Share on the Payout Date;



 


		(ii)	the number
                                            of Common Shares required to be issued to a Participant upon the vesting of such Participant’s
                                            Restricted Share Units in the Participant’s Account, duly issued as fully paid and
                                            non-assessable shares and such Participant shall be registered on the books of the Corporation
                                            as the holder of the appropriate number of Common Shares; or



 


		(iii)	any combination
                                            of the foregoing.



 


subject
to any applicable Withholding Obligations.


 


		(e)	The Participant
                                            acknowledges that:



 


		(i)	he or she
                                            has received and reviewed a copy of the Plan; and



 


		(ii)	the Restricted
                                            Share Units have been granted to the Participant under the Plan and are subject to all of
                                            the terms and conditions of the Plan to the same effect as if all of such terms and conditions
                                            were set forth in this Restricted Share Unit Agreement, including with respect to termination
                                            and forfeiture as set out in Section 4.7 of the Plan.



 


Notwithstanding
anything to the contrary in this Restricted Share Unit Agreement all vesting and issuances or payments, as applicable, in respect of
a Restricted Share Unit evidenced hereby shall be completed no later than December 15 of the third calendar year commencing after the
Restricted Share Grant Date;


 


The grant
of the Restricted Share Units evidenced hereby is made subject to the terms and conditions of the Plan. The Participant agrees that he/she
may suffer tax consequences as a result of the grant of these Restricted Share Units and the vesting of the Restricted Share Units. The
Participant acknowledges that he/she is not relying on the Corporation for any tax advice and has had an adequate opportunity to obtain
advice of independent tax counsel.


 


The Participant
represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Eligible
Person (as defined in the Plan) entitled to receive Restricted Share Units, and (ii) if the Common Shares issuable pursuant to the Restricted
Share Units have not been registered under the 1933 Act, either (A) the Participant is not in the United States or a U.S. Person, nor
is the Participant acquiring the Restricted Share Units for the benefit of a person in the United States or a U.S. Person, or (B) an
exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant
has provided evidence satisfactory to the Corporation to such effect. The Corporation may condition awards and elections under the Plan
upon receiving from the undersigned such representations and warranties and such evidence of registration or exemption under the 1933
Act and all applicable
U.S. state securities laws as is satisfactory to the Corporation, acting in its sole discretion.


 






     


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In the event of
any inconsistency between the terms of this Restricted Share Unit Agreement and the Plan, the terms of the Plan shall prevail unless
otherwise determined in the Plan.


 


	Draganfly Inc.  	 	 
	 	 	 
	 	 	 
	Authorized Signatory  	 	Signature of Participant
	 	 	 
	 	 	 
	 	 	Name of Participant
	 	 	 





 






     


     


    

 


Exhibit B


 


[Insert if the
underlying Common Shares have not been registered under the 1933 Act:


 


THE
options AND THE optioned shares HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE
REGISTERED UNDER THE 1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND ALL APPLICABLE U.S. STATE SECURITIES LAWS ARE AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON”
ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.]


 


Option
Agreement


 


Notice is hereby
given that, effective this ________ day of ________________, __________ (the “Effective Date”) Draganfly Inc.
(the “Corporation”) has granted to ___________________________________________ (the “Participant”),
Options to acquire ______________ Common Shares (the “Optioned Shares”) up to 4:30 p.m. Pacific Time on the __________
day of ____________________, __________ (the “Option Expiry Date”) at an exercise price of Cdn$____________ per Optioned
Share pursuant to the Corporation’s Share Compensation Plan (the “Plan”), a copy of which is attached hereto.


 


Optioned Shares
may be acquired as follows:


 


		(f)	[insert
                                            vesting provisions, if applicable]; and



 


		(g)	[insert
                                            hold period when required].



 


The grant of the
Options evidenced hereby and the Option Expiry Date thereof, is made subject to the terms and conditions of the Plan. The Participant
agrees that he/she may suffer tax consequences as a result of the grant of these Options, the exercise of the Options and the disposition
of Optioned Shares. The Participant acknowledges that he/she is not relying on the Corporation for any tax advice and has had an adequate
opportunity to obtain advice of independent tax counsel.


 


The Participant
represents and warrants to the Corporation that (i) under the terms and conditions of the Plan the Participant is a bona fide Eligible
Person (as defined in the Plan) entitled to receive Options, and (ii) if the Common Shares issuable pursuant to the Restricted Share
Units have not been registered under the 1933 Act, either (A) the Participant is not in the United States or a U.S. Person, nor is the
Participant acquiring the Options or any Optioned Shares for the benefit of a person in the United States or a U.S. Person, or (B) an
exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Participant
has provided evidence satisfactory to the Corporation to such effect. The Participant understands that the Options may not be exercised
in the United States or by or on behalf of a U.S. Person unless the Options and the Option Shares have been registered under the 1933
Act or are exempt from registration thereunder. The Corporation may condition the exercise of the Options upon receiving from the Participant
such representations and warranties and such evidence of registration or exemption under the 1933 Act and all applicable state securities
laws as is satisfactory to the Corporation, acting in its sole discretion.


 






     


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In the event of
any inconsistency between the terms of this Option Agreement and the Plan, the terms of the Plan shall prevail.


 	Draganfly Inc.  	 	 
	 	 	 
	 	 	 
	Authorized Signatory  	 	Signature of Participant
	 	 	 
	 	 	 
	 	 	Name of Participant




 






     


     


    

 


Exhibit C


 


Notice
of OPTION EXERCISE


 


	TO:	Draganfly Inc. (the “Corporation”)	 
	 	 	 
	FROM:	 	 
	 	 	 
	DATE:	 	 




 


The undersigned
hereby irrevocably gives notice, pursuant to the Corporation’s Share Compensation Plan (the “Plan”), of the
exercise of the Options to acquire and hereby subscribes for:


 


[check one]


 


	 ̈	(a)        all
    of the Optioned Shares; or	 
	 	 	 
	 ̈	(b)_______________ of the Optioned Shares,	 



 


which
are the subject of the Option Agreement attached hereto.


 


Calculation of
total Exercise Price:


 


	 	(i)	number
    of Optioned Shares to be acquired on exercise	__________
    Optioned Shares



 


	 	(ii)	multiplied
    by the Exercise Price per Optioned Share:	$ __________
	 	 	 	 
	 	TOTAL EXERCISE PRICE, enclosed herewith (unless this is a cashless exercise):	$ __________



 

	A.	 ̈	The undersigned (i) at the time of exercise of these Options is not in the “United States”
or a “U.S. Person” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended
(the “1933 Act”) and is not exercising these Options on behalf of a person in the United States or U.S. Person and
(ii) did not execute or deliver this Notice of Option Exercise in the United States.



 


	B.	 ̈	The undersigned has delivered an opinion of counsel of recognized standing or other evidence in form and
substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act, and applicable
state securities laws is available for the issuance of the Optioned Shares.



 


	C.	 ̈	The Optioned Shares have been registered under the 1933 Act.



 


Note:
The undersigned understands that unless Box A or C is checked, the certificates representing the Optioned Shares will bear a legend restricting
transfer without registration under the 1933 Act and applicable state securities laws unless an exemption from registration is available.


 






     


    - 2 -


    

 


Note:
Certificates representing Optioned Shares will not be registered or delivered to an address in the United States unless Box B or C above
is checked.


 


Note:
If Box B is checked, any opinion or other evidence tendered must be in form and substance satisfactory to the Corporation. Holders planning
to deliver an opinion of counsel or other evidence in connection with the exercise of Options should contact the Corporation in advance
to determine whether any opinions to be tendered or other evidence will be acceptable to the Corporation.


 


I hereby:


 


	 ̈	(a)	unless this is a cashless exercise, enclose a cheque payable to “[n]”
for the aggregate Exercise Price plus the amount of the estimated Withholding Obligations and agree that I will reimburse the Corporation
for any amount by which the actual Withholding Obligations exceed the estimated Withholding Obligations; or



 


	 ̈	(b)	advise the Corporation that I am exercising the above Options on a cashless exercise basis, in compliance
with the procedures established from time to time by the Administrators for cashless exercises of Options under the Plan. I will consult
with the Corporation to determine what additional documentation, if any, is required in connection with my cashless exercise of the above
Options. I agree to comply with the procedures established by the Corporation for cashless exercises and all terms and conditions of
the Plan. Please prepare the Optioned Shares certificates, if any, issuable in connection with this exercise in the following name(s):



 


	 	 	 	 
	 	 	 	 
	 	 	 	 



 


	 	 
	Signature of Participant	 
	 	 
	 	 
	Name of Participant  	 





 


Letter and consideration/direction
received on ________________, 20 _____.


 


[n]


 


	By:	 	 
	 	[Name]	 
	 	[Title]