DRAGANFLY INC. and ENDEAVOR TRUST CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of February 26, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 26th, 2024 • Draganfly Inc. • Aircraft • British Columbia
WARRANT AGENCY AGREEMENT, dated as of February 26, 2024 (“Agreement”), by and between Draganfly, Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), and Endeavor Trust Corporation, a trust company incorporated under the laws of the Province of British Columbia (“Endeavor” or the “Warrant Agent”).
Broker-Dealer AgreementBroker-Dealer Agreement • June 16th, 2020 • Draganfly Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Draganfly, Inc. (“Client”), a British Columbia, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of June 10, 2020 (the “Effective Date”):
UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2021 • Draganfly Inc. • Aircraft • New York
ThinkEquity, A Division of Fordham Financial Management, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
INDEPENDENT CONSULTANT AGREEMENTIndependent Consultant Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration (including but not limited to a signing bonus paid by the Company to the Consultant for this Agreement in the amount of CAD $50.00), the receipt and sufficiency of which are hereby acknowledged, the Company, the Consultant and the Principal covenant and agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
DRAGANFLY INNOVATIONS INC., a company duly incorporated under the laws of the Province of British Columbia with a business address at 2108 St. George Avenue, Saskatoon, Saskatchewan S7M OK7
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2020 • Draganfly Inc. • British Columbia
EQUITY DISTRIBUTION AGREEMENT Up to US$15,000,000 of Common SharesEquity Distribution Agreement • February 1st, 2023 • Draganfly Inc. • Aircraft • New York
Draganfly Inc., a corporation organized under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Maxim Group LLC (the “Manager”), as follows:
THIRD EMPLOYMENT AGREEMENT AMENDMENTThird Employment Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
THIS THIRD EMPLOYMENT AGREEMENT AMENDMENT (the “Third Amending Agreement”) , effective as of April 1, 2023 (the “Effective Date”) is between:
THIS BUSINESS SERVICES AGREEMENT is entered into effective on August 1, 2019. BETWEEN: Business Instincts Group Inc. a corporation having its office located at L120, 2303 4th Street SW., Calgary, Alberta T2S 2S7 (hereinafter referred to as “BIG”) AND...Business Services Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • Alberta
WHEREAS in order to help achieve its corporate and business objectives, the Client desires and has agreed to retain the services of BIG to provide the services and complete the duties described in Schedule “A” attached hereto and BIG agrees to provide such services to the Client, in accordance with the terms and conditions contained herein;
INDEPENDENT CONSULTING AGREEMENT AMENDING AGREEMENTIndependent Consulting Agreement Amending Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
WARRANT TO PURCHASE COMMON SHARES DRAGANFLY INC.Draganfly Inc. • April 4th, 2022 • Aircraft
THIS WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 29, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Draganfly Inc., a British Columbia corporation (the “Company”), up to [●] Common Shares, with no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
WHEREAS The Company is builder and supplier of quality, cutting-edge unmanned aerial vehicles and geoinformation software that serves the public safety, agriculture, industrial inspections, security, and mapping and surveying markets.
EMPLOYMENT AGREEMENT AMENDING AGREEMENTEmployment Agreement Amending Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
INDEPENDENT CONSULTING AGREEMENTIndependent Consulting Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft • British Columbia
WHEREAS The Company is builder and supplier of quality, cutting-edge unmanned aerial vehicles and geoinformation software that serves the public safety, agriculture, industrial inspections, security, and mapping and surveying markets (the “Business”);
UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2023 • Draganfly Inc. • Aircraft • British Columbia
INDEPENDENT CONSULTANT AGREEMENT AMENDING AGREEMENTIndependent Consultant Agreement Amending Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
EMPLOYMENT AGREEMENT AMENDING AGREEMENTEmployment Agreement Amending Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2024 • Draganfly Inc. • Aircraft • British Columbia
BUSINESS COMBINATION AGREEMENT BETWEEN DRONE ACQUISITION CORP. and DRAGANFLY INNOVATIONS INC. and 1187607 B.C. Ltd. January 31, 2019Business Combination Agreement • June 16th, 2020 • Draganfly Inc. • British Columbia
WHEREAS DroneCorp intends to acquire all of the issued and outstanding common shares of Draganfly in exchange for common shares of DroneCorp, which purchase will be effected pursuant to the Amalgamation (hereinafter defined) as set forth herein and on the terms and subject to the conditions set forth in the Amalgamation Agreement (hereinafter defined);
INDEPENDENT CONSULTANT AGREEMENT AMENDING AGREEMENTIndependent Consultant Agreement Amending Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
June 3, 2022 Deborah R. Greenberg Via email: [Redacted] Dear Deborah Re: Employment AgreementEmployment Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
We are pleased to offer you full time-permanent employment with, Draganfly Innovations Inc. (the “Company”) on the terms set out in this letter agreement (the “Agreement”).
UNDERWRITING AGREEMENT between DRAGANFLY INC. and Aegis Capital Corp., as Underwriter DRAGANFLY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2023 • Draganfly Inc. • Aircraft • New York
The undersigned, Draganfly Inc., a corporation formed under the laws of the Province of British Columbia, Canada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Draganfly Inc., the “Company”), proposes to issue and sell an aggregate of 8,000,000 common shares of the Company, with no par value per share (the “Common Shares”), to Aegis Capital Corp. (the “Underwriter”). The 8,000,000 Common Shares to be sold by the Company to the Underwriter are called the “Firm Shares”. In addition, the Company has granted to the Underwriter an option to purchase up to 1,200,000 additional Common Shares as provided in Section 1.3.1 (the “Over-allotment Option”). Such 1,200,000 additional Common Shares are hereinafter referred to as the “Option Shares.” The Firm Shares and, if and to the extent the Over-allotment Option is exercised, the Option Shares are collectively ca
RE: Employment AgreementEmployment Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
Further to our recent discussions, Dronelogics Systems Inc. (“Dronelogics”) is pleased to offer you this new employment contract (“Agreement”), which will supersede your existing employment agreement with Dronelogics.
EMPLOYMENT AGREEMENT AMENDING AGREEMENTEmployment Agreement Amending Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • Ontario
EMPLOYMENT AGREEMENT AMENDING AGREEMENTEmployment Agreement Amending Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft • British Columbia
BUSINESS SERVICES AGREEMENTBusiness Services Agreement • April 30th, 2021 • Draganfly Inc. • Aircraft • Alberta
The attached Business Services Agreement, along with Schedule A, and B describe the specifics of the working relationship and the business services that will be provided to Draganfly Innovations by the BIG team. This agreement is meant to replace that certain Business Services Agreement between BIG and DraganFly Inc. dated September 18, 2019.
ContractFirst Employment Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
THIS FIRST EMPLOYMENT AGREEMENT AMENDMENT (the “First Amending Agreement”), is made and effective as of April 1, 2023 (the “Effective Date”) between:
THIRD EMPLOYMENT AGREEMENT AMENDMENTThird Employment Agreement • March 27th, 2024 • Draganfly Inc. • Aircraft
NOW THEREFORE in consideration of the promises and the mutual covenants and agreements contained in this Third Amending Agreement, including the increase to the Employee’s base salary, and in exchange for the Employee’s continued employment, the Parties agree to amend the Employment Agreement as follows:
RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • April 4th, 2022 • Draganfly Inc. • Aircraft
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.
SHARE PURCHASE AGREEMENT BETWEEN EACH PERSON IDENTIFIED AS A “SELLER” IN SCHEDULE A – and – DRAGANFLY INC. – and – DRONELOGICS SYSTEMS INC. JANUARY 15, 2020Share Purchase Agreement • June 16th, 2020 • Draganfly Inc. • British Columbia
THEREFORE, for valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties covenant and agree as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 1st, 2024 • Draganfly Inc. • Aircraft • New York
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • April 30th, 2021 • Draganfly Inc. • Aircraft • British Columbia
WHEREAS The Company is builder and supplier of quality, cutting-edge unmanned aerial vehicles and geoinformation software that serves the public safety, agriculture, industrial inspections, security, and mapping and surveying markets.
