Exhibit 10.7


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(this “Agreement”) is entered into as of the 15th day of November, 2018 between Arcimoto, Inc., an Oregon
corporation (the “Company”), and Mark D. Frohnmayer (the “Shareholder”).


 


BACKGROUND


 


A. The
Company previously issued shares of its common stock, no par value per shares (the “Common Stock”) to
the Shareholder.


 


B. The
Company has a limited number of unissued shares of Common Stock available to finance its operations.


 


C. The
Company desires to market and sell shares of its Common Stock to investors in the near term, and the Shareholder desires to exchange
shares of Common Stock that he owns to allow the Company to sell a meaningful number of shares of Common Stock to investors to
finance the Company’s operations.


 


D. The
Company has amended its Second Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A,
in order to create a new class of Class C preferred stock with the rights, preferences and privileges set forth therein (the “Class
C Preferred Stock”).


 


E. The
Company and the Shareholder desire to exchange an aggregate of 2,000,000 shares of Common Stock (the “Shares”)
for an aggregate of 2,000,000 shares of the Company’s Class C Preferred Stock as set forth in Schedule 1 hereto (the
“Exchange Shares”).


 


AGREEMENT


 


Now, therefore, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties hereby agree
as follows.


 


1. Exchange
of Shares. The Shareholder is relinquishing all of his right, title and interest in and to the Shares. In consideration thereof,
the Company is issuing and delivering to the Shareholder the Exchange Shares as set forth on Schedule 1.


 






     


     


    

 


2. Representations
and Warranties of the Company.


 


(a) The
Company has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly
executed by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, enforceable against
the Company in accordance with its terms. The execution and delivery of this Agreement and the consummation by the Company of the
transactions contemplated herein do not and will not (i) conflict with or violate any of the terms of the articles of incorporation
and bylaws of the Company or any applicable law relating to the Company, (ii) conflict with, or result in a breach of any of the
terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument
by which the Company is bound or (iii) conflict with, or result in or constitute a default under or breach or violation of or grounds
for termination of, any license, permit or other governmental authorization to which the Company is a party or by which the Company
may be bound, or result in the violation by the Company of any laws to which the Company may be subject, which would materially
adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any
public body or governmental authority or any other person is necessary or required in connection with the execution and delivery
by the Company of this Agreement or the performance by the Company of its obligations hereunder.


 


(b) The
Exchange Shares have been duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free
from all taxes, liens and charges with respect to the issue thereof.


 


3. Representations
and Warranties of Shareholder.


 


(a) The
Shareholder has the right, power, legal capacity and authority to enter into and perform the Shareholder’s obligations under
this Agreement, and no approvals or consents are necessary in connection with it. All of the Shares are owned by the Shareholder
free and clear of all liens, pledges, encumbrances or restrictions of any kind, nature or description.


 


(b) The
Shareholder has received all the information he considers necessary or appropriate for deciding whether to exchange the Shares
for the Exchange Shares. The Shareholder understands the risks involved in such an exchange and with an investment in the Exchange
Shares. The Shareholder further represents that he has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the transactions contemplated hereunder and the business, properties, prospects, and financial
condition of the Company and to obtain such additional information necessary to verify the accuracy of any information furnished
to the Shareholder. The Shareholder further represents that he is an “accredited investor” within the meaning of Rule
501(a) of the Securities Act of 1933, as amended (the “Act”).


 


(c) The
Shareholder is acquiring the Exchange Shares for his own account for investment only and not with a view towards their resale or
“distribution” (within the meaning of the Act).


 


(d) The
Shareholder understands that the Exchange Shares have not been registered under the Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of the Shareholder’s investment intent as expressed
herein. The Shareholder understands that the Exchange Shares may not be offered, sold or otherwise transferred except in compliance
with the registration requirements of the Act and any other applicable securities laws or pursuant to an exemption therefrom, and
in each case in compliance with the conditions set forth in this Agreement. The Shareholder acknowledges and is aware that the
Exchange Shares may not be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the Shareholder
has held the Exchange Shares for the applicable holding period under Rule 144.


 






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(e) The
Shareholder has not relied on and is not relying on any representations, warranties or other assurances regarding the Company other
than the representations and warranties expressly set forth in this Agreement.


 


(f) The
Shareholder further acknowledges and understands that the Exchange Shares must be held indefinitely unless the Exchange Shares
are subsequently registered under the Act or an exemption from such registration is available. The Shareholder further acknowledges
and understands that the Company is under no obligation to register the Exchange Shares.


 


(g) The
Shareholder is not subject to any order and is not bound by any contract or other instrument that might have an adverse effect
on the Shareholder’s ability to comply with this Agreement and to deliver the Shares to the Company free of any liens, encumbrances,
claims or restrictions, and there is no legal, administrative, regulatory or governmental proceeding or investigation (a “Proceeding”)
pending, and no person or entity has threatened to commence any Proceeding, that may have such effect. No event has occurred, and
no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis
for the commencement of any such Proceeding against the Shareholder, the Shares held by the Shareholder or the Exchange Shares
to be acquired by the Shareholder under this Agreement.


 


(h) The
Shareholder has reviewed with the Shareholder’s own tax advisors the federal, state, local and foreign (if applicable) tax
consequences of the transactions contemplated by this Agreement. The Shareholder is relying solely on such advisors and not on
any statements or representations of the Company or any of its agents. The Shareholder (and not the Company) shall be responsible
for the Shareholder’s own tax liability that may arise as a result of this investment or the transactions contemplated by
this Agreement.


 


4. Miscellaneous.


 


(a) Amendment
and Modification. This Agreement may be amended or modified only by written agreement of the Company and the Shareholder.


 


(b) Binding
Nature of Agreement. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.


 


(c) Governing
Law; Venue. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance
with the laws of the State of Oregon applicable to contracts made and performed therein, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.


 


(d)
Counterparts. This Agreement may be signed in counterparts with the same effect as if both parties had signed one
and the same instrument.


 






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(e) Form
of Signature. The parties hereto agree to accept a facsimile transaction or electronic copy of their respective signatures
as evidence of their respective actual signatures to this Agreement.


 


(f)  Notice.
All notices, claims, instructions, requests, demands, consents, and other communications required or permitted under this Agreement
shall be in writing and shall be hand delivered or sent by internationally recognized courier service or by first class United
States mail (certified, postage prepaid, return receipt requested) as follows (unless otherwise requested by the receiving party):


 


If to the Company, to:


Arcimoto, Inc.


2034 West 2nd Ave.


Eugene, Oregon 97402


Attn: Chief Financial
Officer


 


If to the Shareholder,
to the address listed on the signature page hereto.


 


(g) Specific
Performance. Each party’s obligations under this Agreement are unique and each party hereby expressly acknowledges that,
in the event of a breach or default of the performance of such obligations, it would be extremely difficult to measure the resulting
damages. Accordingly, in the event of any such breach or default, the nondefaulting party or parties shall be entitled, in addition
to all other remedies that it or they may have at law or in equity, to sue for specific performance, and each party expressly waives
the defense that a remedy at law is adequate.


 


(h) Interpretation.
No question of interpretation or construction concerning this Agreement shall be construed for or against any party hereto based
upon consideration of authorship.


 


(i) Headings.
The titles of paragraphs herein are inserted solely for convenience and do not affect the construction of any provision of this
Agreement.


 


[Next page is signature page]


 




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The parties have executed
this Exchange Agreement or caused this Exchange Agreement to be executed in their name and on their behalf as of the date first
set forth above.


 


Company:


 


	ARCIMOTO, INC.	 
	 	 	 
	By:	/s/ Douglas M. Campoli	 
	Name:	Douglas M. Campoli	 
	Title:	Chief Financial Officer	 


 


Shareholder:


 


	/s/ Mark D. Frohnmayer	 
	Mark D. Frohnmayer	 


 


	Address:	 	 
	 	 	 
	 	 	 


 




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SCHEDULE 1


 


	Shareholder	 	Original Number of Shares of Common Stock	 	 	Replacement Number of Shares of Class C Preferred Stock	 
	Mark D. Frohnmayer	 	 	2,000,000	 	 	 	2,000,000	 



 




     


     


    

 


Exhibit A


 


Form of Amendment to
Second Amended and Restated Articles of Incorporation