Exhibit 10.1


 


June 10, 2020


 


Ms. Baljinder K. Bhullar


Chief Financial Officer


Electrameccanica Vehicles Corp.


102 East 1st Avenue


Vancouver, British Columbia, Canada V5T
1A4


 


Dear Ms. Bhullar:


 


This letter (the “Agreement”)
constitutes the agreement between Roth Capital Partners, LLC (the “Placement Agent”) and Electrameccanica Vehicles
Corp., a company incorporated under the laws of British Columbia (the “Company”), pursuant to which the Placement
Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with
the proposed placement (the “Placement”) of common shares (the “Shares”) of the Company,
no par value per share (“Common Share”). The terms of the Placement and the Shares shall be mutually agreed
upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”)
and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser
or an obligation for the Company to issue any Shares or complete the Placement. This Agreement and the documents executed and delivered
by the Company and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined
below), shall be collectively referred to herein as the “Transaction Documents.” The date of the closing of
the Placement shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees
that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this
Agreement does not constitute a commitment by the Placement Agent to purchase the Shares and does not ensure the successful placement
of the Shares or any portion thereof or the success of the Placement Agent’s with respect to securing any other financing
on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its
behalf in connection with the Placement. The sale of the Shares to any Purchaser will be evidenced by a securities purchase agreement
(the “Purchase Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the Company
and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective
Purchasers.


 


SECTION 1.        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.           Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


  






     

     


    

 


1.          The
Company has prepared and filed with the Commission a registration statement on Form F-3 (Registration No. 333-227883), and amendments
thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of the Shares which registration statement, as so amended (including post-effective amendments, if any), became
effective on October 31, 2018, for the registration under the Securities Act of the Shares. At the time of such filing, the Company
met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule
415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b)
under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares
and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with
respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended
at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form
in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented
form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus
as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents
incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed
under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement,
as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
 “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or
the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base
Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement
or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending
or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free
writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus”
means the preliminary prospectus supplement, if any, together with the free writing prospectuses, if any, used in connection with
the Placement, including any documents incorporated by reference therein.


   






     

     


    

 


2.          The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did
not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus,
the Time of Sale Prospectus and the Prospectus Supplement, each as of its respective date, comply and complied in all material
respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the
Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date
thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed
with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference
in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading;
and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus
Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the
Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the
date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required
to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction
contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the
requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale
Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not
been described or filed as required or (y) will not be filed within the requisite time period.


 


3.          The
Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,
or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule
433(d) under the Securities Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material
respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The
Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.


 






     

     


    

 


4.          There
are no affiliations with any FINRA member firm among the Company's officers, directors or, to the knowledge of the Company, any
five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


 


B.           Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and
conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither
the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Shares pursuant to the Placement other than the Base Prospectus,
the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference
therein and any other materials permitted by the Securities Act.


 


SECTION 2.        REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii)
is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable
to the offers and sales of the Shares by the Placement Agent, (iv) is and will be a body corporate validly existing under the laws
of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.
The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants
that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement
and the requirements of applicable law.  


 


SECTION 3.        COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its designees the
following compensation with respect to the Shares which it is placing:


 


A.           A
cash fee (the “Cash Fee”) equal to an aggregate of six and a half percent (6.5%) of the aggregate gross proceeds
raised in the Placement, which Cash Fee shall be paid at the Closing of the Placement.


 


B.          Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent for all reasonable travel
and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel in an amount not
to exceed an aggregate of $60,000. The Company will reimburse the Placement Agent directly out of the Closing of the Placement.
In the event this Agreement shall terminate prior to the consummation of the Placement, the Placement Agent shall be entitled to
reimbursement for actual expenses.


 


C.           The
Placement Agent reserves the right to reduce any item of its own compensation or adjust the terms thereof as specified herein with
respect to its compensation in the event that a determination shall be made by FINRA to the effect that its aggregate compensation
is in excess of FINRA Rules or that the terms thereof require adjustment.


 






     

     


    

 


SECTION 4.       INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.        ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement
and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination
Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”).
After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party
upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If
the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the
Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination the Company completes
any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any
person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement
Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation
set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s
obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification
and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive
any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all
fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event
such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 6.        PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this
engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION 7.        NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 






     

     


    

 


SECTION 8.        CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Shares hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein
and in the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant
to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of
the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent
by the Company:


 


A.           No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the
Placement shall have been timely filed with the Commission.


    


B.           The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


C.           All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.


 


D.           The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion, addressed to the
Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent.


 


E.           On
the Closing Date, the Placement Agent shall have received a “comfort” letter from KPMG LLP, and a certificate of the
chief financial officer of the Company, as of each such date, addressed to the Placement Agent and in form and substance satisfactory
in all respects to the Placement Agent and Placement Agent’s counsel.


 






     

     


    

 


F.           On
the Closing Date, Placement Agent shall have received a certificate of the chief financial officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except
for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited
to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects.


 


G.           On
the Closing Date, the Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable,
as of the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the
Company and board resolutions relating to the Placement of the Shares from the Company.


 


H.           Neither
the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference
with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration
Statement, the Base Prospectus and the Prospectus Supplement, and (ii) since such date there shall not have been any change in
the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective
change, in or affecting the business, general affairs, management, financial position, stockholders' equity, results of operations
or prospects of the Company and its Subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement,
the Base Prospectus and the Prospectus Supplement, the effect of which, in any such case described in clause (i) or (ii), is, in
the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale
or delivery of the Shares on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus
Supplement.


   


I.            The
Common Shares are registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have
been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Common Shares under the Exchange Act or delisting or suspending from trading the Common Shares from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


J.            No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Shares or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of
any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would
prevent the issuance or sale of the Shares or materially and adversely affect or potentially and adversely affect the business
or operations of the Company.


 






     

     


    

 


K.          The
Company shall have prepared and filed with the Commission a Current Report on Form 6-K with respect to the Placement, including
as an exhibit thereto this Agreement.


 


L.           The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


M.          FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay
all filing fees required in connection therewith.


 


N.           Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.  


  


SECTION 9.        GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


  






     

     


    

 


SECTION 10.       ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any
provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such
provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement
may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent and the
Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement
and delivery of the Shares. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature
page were an original thereof.


 


SECTION 11.       CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)),
without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any
Confidential Information other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential
Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose
of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term
 “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether written,
oral or electronic communications) furnished by the Company to the Placement Agent or its Representatives in connection with the
Placement Agent’s evaluation of the Placement. The term “Confidential Information” will not, however,
include information which (i) is or becomes publicly available other than as a result of a disclosure by the Placement Agent or
its Representatives in violation of this Agreement, (ii) is or becomes available to the Placement Agent or any of its Representatives
on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure
by the Company or any of its Representatives, or (iv) is or has been independently developed by a Placement Agent and/or the Representatives
without use of any Confidential Information furnished to it by the Company. The term “Representatives” shall mean the
Placement Agent’s directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision
shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two
years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of its Representatives
are required by Legal Requirement to disclose any of the Confidential Information, the Placement Agent and its Representatives
will furnish only that portion of the Confidential Information which the Placement Agent or its Representative, as applicable,
is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded the Confidential Information so disclosed.  


  






     

     


    

 


SECTION 12.       NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to
the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)
the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c)
the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall
be as set forth on the signature pages hereto.


 


SECTION 13.       Press
Announcements. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to Roth the enclosed copy of this Agreement.


 


	 	Very truly yours,	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	ROTH CAPITAL PARTNERS, LLC	 	 
	 	 	 	 	 
	 	By:	/s/ Aaron Gurewitz		 
	 	 	Name: Aaron Gurewitz	 	 
	 	 	Title: Head of Equity Capital Markets	 	 
	 	 	 	 	 
	 	 	Address for notice:	 	 
	 	 	888 Sam Clemente Drive	 	 
	 	 	Newport Beach, CA 92660	 	 
	 	 	Attention: 	 	 
	 	 	Email: 	 	 



Accepted and Agreed to as of


the date first written above:


 


ELECTRAMECCANICA VEHICLES CORP.


 


	By:	/s/ Baljinder K. Bhullar	 
	 	Name: Baljinder K. Bhullar	 
	 	Title:  Chief Financial Officer 	 


 


Address for notice:


102 East 1st Avenue


Vancouver, British Columbia, Canada, V5T 1A4


Attention: Baljinder K. Bhullar


Email: Bal@electrameccanica.com


 




     

     


    

 


ADDENDUM A


INDEMNIFICATION PROVISIONS


 


 In connection
with the engagement of Roth Capital Partners, LLC (the “Lead Manager”) by Electrameccanica Vehicles Corp. (the “Company”)
pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Lead Manager, as it may be amended
from time to time in writing (the “Agreement”), the Company hereby agrees as follows:


 


1.           To
the extent permitted by law, the Company will indemnify the Lead Manager and each of its affiliates, directors, officers, employees
and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities
Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with
regard to the Lead Manager, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof)
are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Lead Manager’s
willful misconduct or gross negligence in performing the services described herein, as the case may be.


 


2.           Promptly
after receipt by the Lead Manager of notice of any claim or the commencement of any action or proceeding with respect to which
the Lead Manager is entitled to indemnity hereunder, the Lead Manager will notify the Company in writing of such claim or of the
commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to the Lead Manager and will pay the fees and expenses of such counsel. Notwithstanding the preceding
sentence, the Lead Manager will be entitled to employ counsel separate from counsel for the Company and from any other party in
such action if counsel for the Lead Manager reasonably determines that it would be inappropriate under the applicable rules of
professional responsibility for the same counsel to represent both the Company and the Lead Manager. In such event, the reasonable
fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive
right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without
the prior written consent of the Lead Manager, which will not be unreasonably withheld.


 


3.           The
Company agrees to notify the Lead Manager promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.


 


4.           If
for any reason the foregoing indemnity is unavailable to the Lead Manager or insufficient to hold the Lead Manager harmless, then
the Company shall contribute to the amount paid or payable by the Lead Manager, as the case may be, as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company
on the one hand, and the Lead Manager on the other, but also the relative fault of the Company on the one hand and the Lead Manager
on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The
amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include
any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the Lead Manager’s share of the liability hereunder shall not be in excess of the amount of fees actually
received, or to be received, by the Lead Manager under the Agreement (excluding any amounts received as reimbursement of expenses
incurred by the Lead Manager).


  






     

     


    

 


5.           These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is
completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under the Agreement or otherwise.


 


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	 	Very truly yours,	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	ROTH CAPITAL PARTNERS, LLC	 	 
	 	 	 	 	 
	 	By:	/s/ Aaron Gurewitz		 
	 	 	Name: Aaron Gurewitz	 	 
	 	 	Title: Head of Equity Capital Markets	 	 
	 	 	 	 	 
	 	 	Address for notice:	 	 
	 	 	888 Sam Clemente Drive	 	 
	 	 	Newport Beach, CA 92660	 	 
	 	 	Attention: 	 	 
	 	 	Email: 	 	 


Accepted and Agreed to as of


the date first written above:


 


ELECTRAMECCANICA VEHICLES CORP.


 


	By: 	/s/ Baljinder K. Bhullar	 
	 	Name: Baljinder K. Bhullar	 
	 	Title:  Chief Financial Officer 	 


 


Address for notice:


102 East 1st Avenue


Vancouver, British Columbia, Canada, V5T 1A4


Attention: Baljinder K. Bhullar


Email: Bal@electrameccanica.com