Electrameccanica Vehicles Corp.: Exhibit 10.6 - Filed by newsfilecorp.com









_________ 

	 
	 
	 
	 
	EXECUTIVE SERVICES AGREEMENT 
	  
	 
	  
	  
	Between: 
	 
	ELECTRAMECCANICA VEHICLES CORP. 
	 
	  
	 
	And: 
	 
	HURRICANE CORPORATE SERVICES LTD. 
	  
	  
	  
	Electrameccanica Vehicles Corp. 
	102 East First Avenue, Vancouver, British Columbia,
      Canada, V5T 1A4 


_________ 









EXECUTIVE SERVICES AGREEMENT 

THIS EXECUTIVE SERVICES AGREEMENT
is made and dated as fully executed on this 1st day of July,
2016, with an Effective Date of July 1, 2016 as set forth below. 

BETWEEN: 


	
      ELECTRAMECCANICA VEHICLES CORP., a company
      incorporated pursuant to the laws of the Province of British Columbia,
      Canada, and having an address for delivery and notice located at 102 East
      First Avenue, Vancouver, British Columbia, Canada, V5T 1A4 

	  
	(the “Company”); 



OF THE FIRST PART 

AND: 


	
      HURRICANE CORPORATE SERVICES LTD., a
      company incorporated pursuant to the laws of the Province of British
      Columbia, Canada, and having an address for delivery and notice located at
      Suite 304, 700 West Pender Street, Vancouver, British Columbia, Canada,
      V6C 1G8 

	  
	(the “Executive”); 



OF THE SECOND PART 


	
      (the Company and the Executive being hereinafter
      singularly also referred to as a “Party” and collectively referred
      to as the “Parties” as the context so requires).





WHEREAS: 

A.          The
Company is a non-reporting company incorporated under the laws of the Province
of British Columbia, Canada; 

B.          The
Executive has experience in and specializes in providing non-reporting and
reporting companies with valuable management and development services and the
Executive is owned and/or controlled by Kulwant Sandher (“Mr. Sandher”)
who is the Company’s Chief Financial Officer; 

C.          The
Company is focused on developing technology and business interests related to
and associated with the commercialization of its innovate electric vehicles and
related business interests and, as a consequence thereof, the Company is hereby
desirous of formally retaining the Executive as a consultant to the Company and,
through the Executive, Mr. Sandher, as an executive of the Company, and the
Executive and Mr. Sandher are hereby desirous of accepting such positions in
order to provide such related Services (as hereinafter defined) to the Company;










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D.          As a
consequence of the Executive’s and Mr. Sandher’s valuable role within the
Company, the Parties hereby acknowledge and agree that there have been various
discussions, negotiations, understandings and agreements between them relating
to the terms and conditions of the Services and, correspondingly, that it is
their intention by the terms and conditions of this “Executive Services
Agreement” (the “Agreement”) to hereby replace, in their entirety, all
such prior discussions, negotiations, understandings and agreements with respect
to the Services; and 

E.          The
Parties have agreed to enter into this Agreement which replaces, in its
entirety, all such prior discussions, negotiations, understandings and
agreements, and, furthermore, which necessarily clarifies their respective
duties and obligations with respect to the within Services to be provided
hereunder, all in accordance with the terms and conditions of this Agreement;


NOW THEREFORE THIS AGREEMENT WITNESSETH
that, in consideration of the mutual covenants and provisos herein
contained, THE PARTIES AGREE AS
FOLLOWS: 

Article 1 
INITIAL TERM AND RENEWAL


Term 

1.1          The
initial term of this Agreement (the “Initial Term”) is for a period of
three years commencing on July 1, 2016 (the “Effective Date”), unless
such engagement is terminated earlier as hereinafter provided. 

1.2         
Subject at all times to the provisions of Article 7 herein, this Agreement shall
renew automatically if not specifically terminated in accordance with the
following provisions. The Company agrees to notify the Executive in writing at
least 30 calendar days prior to the end of the Initial Term of its intent not to
renew this Agreement (the “Company’s Non-Renewal Notice”). Should the
Company fail to provide a Company’s Non-Renewal Notice this Agreement shall
automatically renew on a one-month to one-month term renewal basis after the
Initial Term until otherwise specifically renewed in writing by each of the
Parties for the next one-month term of renewal or, otherwise, terminated upon
delivery by the Company of a corresponding and follow-up 30 calendar day
Company’s Non-Renewal Notice in connection with and within 30 calendar days
prior to the end of any such one-month term renewal period. Any such renewal on
a one-month basis shall be on the same terms and conditions contained herein
unless modified and agreed to in writing by the Parties in advance. 

Article 2 
TITLE REPORTING AND
DUTIES 

Title and Services 

2.1         
Subject as otherwise herein provided, the Company hereby appoints the Executive
as a consultant to the Company and, in addition, Mr. Sandher to the office of
Chief Financial Officer of the Company, and on and after the Effective Date the
Executive and Mr. Sandher will undertake and perform the duties and
responsibilities normally and reasonably associated with such offices. The
Executive and Mr. Sandher agree that the Executive’s and Mr. Sandher’s duties
and responsibilities may be reasonably modified at the Company’s discretion from
time to time. All services to be provided by the Executive and, through
the Executive, Mr. Sandher, hereunder are referred to as the “Services”. 









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2.2          In
  this regard it is hereby acknowledged and agreed that the Executive and Mr.
  Sandher shall be entitled to communicate with and shall rely upon the immediate
  advice, direction and instructions of the President of the Company (the
  “President”), or upon the advice or instructions of such other director
  or officer of the Company as the President shall, from time to time, designate
  in times of the President’s absence, in order to initiate, coordinate and
  implement the Services as contemplated herein subject, at all times, to the
  final direction and supervision of the Board of Directors of the Company (the
“Board of Directors”). 

Conditions 

2.3          The
Executive’s engagement under this Agreement is conditional upon the Executive
and Mr. Sandher: 

	 	(a) 	
      receiving and maintaining all required regulatory and
      governmental licences and approvals of various jurisdictions as may be
      required for Mr. Sandher to act as the Chief Financial Officer of the
      Company; and

	 	 	 
	 	(b) 	
      maintaining, in good standing, all required and
      recommended professional accreditation as may be deemed necessary by the
      Company, acting reasonably in consultation with the Executive, in order
      for the Executive and Mr. Sandher to fulfill all Services under this
      Agreement



Services to Subsidiaries 

2.4          The
Executive and Mr. Sandher will perform the Services on behalf of the Company and
its subsidiaries, accordingly: 

	 	(a) 	
      in this Agreement the term “the Company” means the
      Company and all of its subsidiaries,

	 	 	 
	 	(b) 	
      Mr. Sandher may be appointed to the office of Chief
      Financial Officer within the Company, and

	 	 	 
	 	(c) 	
      in the course of performing the Services, Mr. Sandher
      will be required to travel.



Reporting 

2.5          The
Executive and Mr. Sandher will report to the person holding the office of
President of the Company. The Executive and Mr. Sandher will report fully on the
management, operations and business affairs of the Company and advise, to the
best of the Executive’s and Mr. Sandher’s ability and in accordance with
reasonable business standards, on business matters that may arise from time to
time. 

Duties and Obligations 

2.6          The
Executive and Mr. Sandher acknowledge that, with Mr. Sandher being a senior or
executive officer of the Company, the Executive and Mr. Sandher will owe a
fiduciary duty to the Company. 

2.7          The
Executive and Mr. Sandher will also: 









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	 	(a) 	
      devote reasonable efforts and attention to the business
      and affairs of the Company;

	 	 	 
	 	(b) 	
      perform the Services in a competent and efficient manner
      and in a manner consistent with the Executive’s and Mr. Sandher’s
      fiduciary obligations to the Company, in compliance with all the Company
      policies, and will carry out all lawful instructions and directions from
      time to time given to the Executive and Mr. Sandher; and

	 	 	 
	 	(c) 	
      promote the interests and goodwill of the
  Company.



2.8          The
Executive and Mr. Sandher acknowledge and agree that all written and oral
opinions, reports, advice and materials provided by the Executive and/or Mr.
Sandher to the Company in connection with the Executive’s engagement and the
Services hereunder are intended solely for the Company’s benefit and for the
Company’s uses only, and that any such written and oral opinions, reports,
advice and information are the exclusive property of the Company. In this regard
the Executive and Mr. Sandher covenant and agree that the Company may utilize
any such opinion, report, advice and materials for any other purpose whatsoever
and, furthermore, may reproduce, disseminate, quote from and refer to, in whole
or in part, at any time and in any manner, any such opinion, report, advice and
materials in the Company’s sole and absolute discretion. The Executive and Mr.
Sandher further covenant and agree that no public references to the Executive or
Mr. Sandher or disclosure of the Executive’s or Mr. Sandher’s roles in respect
of the Company may be made by the Executive or Mr. Sandher without the prior
written consent of the President in each specific instance. 

2.9          The
Executive and Mr. Sandher warrant that the Executive and Mr. Sandher shall
conduct the business and other activities in a manner which is lawful and
reputable and which brings good repute to the Company, the Company’s business
interests and the Executive and Mr. Sandher. In particular, and in this regard,
the Executive and Mr. Sandher specifically warrant to provide the Services in a
sound and professional manner such that the same meets superior standards of
performance quality within the standards of the industry or as set by the
specifications of the Company. In the event that the Board of Directors has a
reasonable concern that the business as conducted by the Executive or Mr.
Sandher is being conducted in a way contrary to law or is reasonably likely to
bring disrepute to the business interests or to the Company’s or the Executive’s
or Mr. Sandher’s reputation, the Company may require that the Executive make
such alterations in the Executive’s business conduct or structure, whether of
management or Board representation or employee or sub-licensee representation,
as the Board of Directors may reasonably require in its sole and absolute
discretion. 

2.10         The
Executive and Mr. Sandher will comply with all Canadian and foreign laws,
whether federal, provincial or state, applicable to the Executive’s and Mr.
Sandher’s respective duties and obligations hereunder and, in addition, hereby
represent and warrant that any information which the Executive or Mr. Sandher
may provide to any person or company hereunder will, to the best of the
Executive’s and Mr. Sandher’s knowledge, information and belief, be accurate and
complete in all material respects and not misleading, and will not omit to state
any fact or information which would be material to such person or company. 









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Article 3 
PLACE OF SERVICES 

Relocation 

3.1          The
Executive and Mr. Sandher will provide Services based in Vancouver, British
Columbia, but will, if requested by the Company, move to any place within
Greater Vancouver where the Company currently or may in the future conduct
business. 

Article 4 
COMPENSATION AND BENEFITS


Base Fee 

4.1          It is
hereby acknowledged and agreed that the Executive shall render the Services as
defined hereinabove during the Initial Term and during the continuance of this
Agreement and shall thus be compensated from the Effective Date of this
Agreement to the termination of the same by way of the payment by the Company to
the Executive, or to the further order or direction of the Executive as the
Executive may determine, in the Executive’s sole and absolute discretion, and
advise the Company of prior to such payment, of the gross monthly fee of
CAD$5,000.00 (the “Base Fee”). All such Base Fee will be due and payable
by the Company to the Executive, or to the further order or direction of the
Executive as the Executive may determine, in the Executive’s sole and absolute
discretion, and advise the Company of prior to any such Fee payment, in a manner
consistent with the general payroll practice of the Company, or at such other
time and in such other manner as the Executive and the Company may agree, from
time to time. 

Increase in Base Fee 

4.2          The
Company will review the Base Fee payable to the Executive from time to time
during the Initial Term and during the continuance of this Agreement and may, in
its sole and absolute discretion, increase the Base Fee depending on the
Executive’s performance of the Services and having regard to the financial
circumstances of the Company. 

Bonus 

4.3          It is
hereby also acknowledged that the Board of Directors shall, in good faith,
consider the payment of reasonable industry standard annual bonuses (each being
a “Bonus”) based upon the performance of the Company and upon the
achievement by the Executive and/or the Company of reasonable management
objectives to be reasonably established by the Board of Directors (after
reviewing proposals with respect thereto defined by the Executive and delivered
to the Board of Directors by the Executive at least 30 calendar days before the
beginning of the relevant year of the Company (or within 90 calendar days
following the commencement of the Company’s first calendar year commencing on
the Effective Date). These management objectives shall consist of both financial
and subjective goals and shall be specified in writing by the Board of
Directors, and a copy shall be given to the Executive prior to the commencement
of the applicable year. The payment of any such Bonus shall be payable, in the
sole and absolute discretion of the Company, in cash or common shares of the
Company, no later than within 120 calendar days of the ensuing year after any
calendar year commencing on the Effective Date. 









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Stock Options 

4.4         
Subject to the following and the provisions of section 4.5 hereinbelow, it is
hereby acknowledged and agreed that, as soon as reasonably practicable after the
Effective Date hereof, the Executive and/or Mr. Sandher will be granted, subject
to the terms and conditions of the Company’s existing stock incentive plan (the
“Option Plan”), an initial incentive stock option or options (each
an “Option”) to purchase a certain number of common shares (each an
“Option Share”) of the Company on the terms reasonably consistent with
other recent executive officers of the Company. 

In this regard it is hereby acknowledged that such initial
Option or Options will have been granted to the Executive and/or Mr. Sandher in
the context of the stage of development of the Company existing on or about the
Effective Date of this Agreement. Correspondingly, it is hereby acknowledged and
agreed that any Options granted by the Company to the Executive and/or Mr.
Sandher shall be reviewed and renegotiated at the request of either Party on a
reasonably consistent basis during the Initial Term and during the continuance
of this Agreement and, in the event that the Parties cannot agree, then the
number of Options shall be increased on an annual basis by the percentage which
is the average percentage of all increases to management stock options within
the Company during the previous 12-month period; and in each case on similar and
reasonable exercise terms and conditions. Any dispute respecting either the
effectiveness or magnitude of the final number and terms hereunder shall be
determined by arbitration in accordance with Article 12 hereinbelow. 

4.5          In
this regard, and subject also to the following, it is hereby acknowledged and
agreed that the exercise of any such Options shall be subject, at all times, to
such vesting and resale provisions as may then be contained in the Company’s
Option Plan and as may be finally determined by the Board of Directors, acting
reasonably. In this regard, and in accordance with the terms and conditions of
each final form of Company Option agreement, as the same may exist from time to
time, the Parties hereby also acknowledge and agree that: 

	 	(a) 	
      Registration of Option Shares under the Options:
      the Company will use reasonable commercial efforts to file with the United
      States Securities and Exchange Commission (the “SEC”) a
      registration statement on Form S-8 (the “Form S-8 Registration
      Statement”) within 90 calendar days after the Effective Date hereof
      covering the issuance of all Option Shares of the Company underlying the
      then issued Options, and such Form S-8 Registration Statement shall comply
      with all requirements of the United States Securities Act of 1933,
      as amended (the “Securities Act”). In this regard the Company shall
      use its best efforts to ensure that the Form S-8 Registration Statement
      remains effective as long as such Options are outstanding, and the
      Executive and Mr. Sandher fully understand and acknowledge that these
      Option Shares will be issued in reliance upon the exemption afforded under
      the Form S-8 Registration Statement which is available only if the
      Executive and/or Mr. Sandher acquires such Option Shares for investment
      and not with a view to distribution. The Executive and Mr. Sandher are
      familiar with the phrase “acquired for investment and not with a view to
      distribution” as it relates to the Securities Act and the special meaning
      given to such term in various releases of the SEC;

	 	 	 
	 	(b) 	
      Section 16 compliance: the Company shall ensure
      that all grants of Options are made to ensure compliance with all
      applicable provisions of the exemption afforded under Rule 16b-3
      promulgated under the Securities and Exchange Act of 1934, as
      amended (the “Exchange Act”). Without limiting the foregoing, the
      Company shall have an independent committee of the Board of Directors
      approve each grant of Options to the Executive and/or Mr. Sandher and, if
      required, by the applicable Regulatory Authorities and the shareholders of the Company. The
Company shall file, on behalf of the Executive and/or Mr. Sandher, all reports
required to filed with the SEC pursuant to the requirements of Section 16(a)
under the Exchange Act and applicable rules and regulations;












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	 	(c) 	
      Disposition of any Option Shares: the Executive
      and Mr. Sandher further acknowledge and understand that, without in anyway
      limiting the acknowledgements and understandings as set forth hereinabove,
      they shall in no event make any disposition of all or any portion of the
      Option Shares which the Executive and/or Mr. Sandher may acquire hereunder
      unless and until:




	 	(i) 	
      there is then in effect a “Registration Statement”
      under the Securities Act covering such proposed disposition and such
      disposition is made in accordance with said Registration Statement;
    or

	 	 	 
	 	(ii) 	
      (A) the Executive and/or Mr. Sandher shall have notified
      the Company of the proposed disposition and shall have furnished the
      Company with a detailed statement of the circumstances surrounding the
      proposed disposition, (B) the Executive and/or Mr. Sandher shall have
      furnished the Company with an opinion of the Executive’s and/or Mr.
      Sandher own counsel to the effect that such disposition will not require
      registration of any such Option Shares under the Securities Act and (C)
      such opinion of the Executive’s and/or Mr. Sandher’s counsel shall have
      been concurred in by counsel for the Company and the Company shall have
      advised the Executive and/or Mr. Sandher of such concurrence;
  and




	 	(d) 	
      Payment for any Option Shares: it is hereby
      further acknowledged and agreed that, during the Initial Term and any
      continuance of this Agreement, the Executive and/or Mr. Sandher shall be
      entitled to exercise any Option granted hereunder and pay for the same by
      way of the prior agreement of the Executive and/or Mr. Sandher, in the
      Executive’s and/or Mr. Sandher’s sole and absolute discretion, and with
      the prior knowledge of the Company, to settle any indebtedness which may
      be due and owing by the Company under this Agreement in payment for the
      exercise price of any Option Shares acquired thereunder. In this regard,
      and subject to further discussion as between the Company and the Executive
      and/or Mr. Sandher, together with the prior approval of the Board of
      Directors and the establishment by the Company of a new Option Plan
      predicated upon the same, it is envisioned that, when the Company is in a
      position to afford the same, the Company may adopt certain additional
      “cashless exercise” provisions respecting the granting and exercise of
      incentive stock options during the continuance of this
  Agreement.



Group Insurance and Health Benefits 

4.6          It is
hereby acknowledged and agreed that, during the continuance of this Agreement,
the Executive and/or Mr. Sandher shall be entitled to participate fully in each
of the Company’s respective medical services plans and management and employee
benefits program(s) which the Company provides, from time to time, to all senior
management personnel and including, without limitation, the following benefits
(collectively, the “Group Benefits”): 

	 	(a) 	
      group health insurance;

	 	 	 
	 	(b) 	
      accidental death and dismemberment insurance and
      including, without limitation, travel accident
insurance;












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	 	(c) 	
      group life insurance;

	 	 	 
	 	(d) 	
      short-term disability insurance;

	 	 	 
	 	(e) 	
      long-term disability insurance;

	 	 	 
	 	(f) 	
      drug coverage; and

	 	 	 
	 	(g) 	
      dental coverage.



Payment of compensation and status as a non-taxable
consultant 

4.7          It is
hereby also acknowledged and agreed that, unless otherwise agreed to in advance
and in writing by the Parties, the Executive will be classified as a non-taxable
consultant of the Company for all purposes, such that all compensation which is
provided by the Company to the Executive and/or Mr. Sandher under this
Agreement, or otherwise, will be calculated on a gross basis for which no
statutory withholdings or deductions will be remitted by the Company. In this
respect the Executive and Mr. Sandher hereby acknowledge and agree to fully
indemnity the Company and its Board of Directors should it ever be determined by
any taxation authority than any statutory withholdings or deductions should have
been made by the Company in connection with any compensation which is provided
by the Company to the Executive and/or Mr. Sandher under this Agreement or
otherwise. 

Article 5 
ANNUAL VACATION 

Period 

5.1          The
Executive or Mr. Sandher will be entitled to four weeks’ paid annual vacation
per calendar year (the “Vacation”) during the Initial Term and during the
continuance of this Agreement, to be taken at a time or times which are approved
by the President of the Company (such approval not to be unreasonably withheld);
provided, however, taking into account the operational requirements of the
Company and the need for the timely performance of the Services; and provided,
further, that such weeks shall not be taken consecutively. In this regard it is
further understood hereby that the Executive’s or Mr. Sandher’s entitlement to
any such paid Vacation during any year (including the initial year) during the
continuance of this Agreement will be subject, at all times, to the Executive’s
or Mr. Sandher’s entitlement to only a pro rata portion of any such paid
Vacation time during any year (including the initial year) and to the effective
date upon which this Agreement is terminated prior to the end of any such year
for any reason whatsoever. 

Unused 

5.2         
Unused vacation may not be carried over after the completion of each calendar
year and any unused vacation will be paid out in cash. 









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Article 6 
EXPENSES 

Reimbursement of Expenses 

6.1          The
Company will reimburse the Executive and Mr. Sandher for all pre-approved and
reasonable travel and other out-of-pocket expenses incurred by the Executive and
Mr. Sandher directly related to the performance of the Services (collectively,
the “Expenses”). The Executive and Mr. Sandher will account for such
Expenses in accordance with the policies and directions provided by the Company
from time to time. 

Article 7 
TERMINATION 

Definitions 

7.1          In
this Agreement: 

	 	(a) 	
      “Just Cause” means any act, omission, behaviour,
      conduct or circumstance of the Executive or Mr. Sandher that constitutes
      just cause for dismissal of the Executive or Mr. Sandher at common law;
      and

	 	 	 
	 	(b) 	
      “Change In Control” means either: (i) a merger or
      acquisition in which the Company is not the surviving entity; except for a
      transaction the principal purpose of which is to change the incorporating
      jurisdiction of the Company; (ii) the sale, transfer or other disposition
      of all or substantially all of the assets of the Company; or (iii) any
      other corporate reorganization or business combination in which 50% or
      more of the outstanding voting stock of the Company is transferred, or
      exchanged through merger, to different holders in a single transaction of
      the Company or in a series of related
transactions.



Termination by the Company for Just Cause


7.2          The
Company may terminate the engagement of the Executive under this Agreement
summarily, without any notice or any payment in lieu of notice, for Just Cause.


Voluntary Termination By the Executive


7.3          The
Executive may terminate the Executive’s engagement under this Agreement for any
reason by providing not less than 90 calendar days’ notice in writing to the
Company; provided, however, that the Company may waive or abridge any notice
period specified in such notice in its sole and absolute discretion. 

Termination By the Executive for any Change In
Control 

7.4          The
Executive may terminate the Executive’s engagement under this Agreement in
connection with any Change In Control of the Company by providing not less than
90 calendar days’ notice in writing of said termination to the Company after the
Change In Control has been effected; provided, however, that the Company may
waive or abridge any notice period specified in such notice in its sole and
absolute discretion; and provided, further, that the Company will be entitled to
carefully review and object to any said Change In Control designation by the
Executive within 30 calendar days of said notice; the final determination of
which, upon dispute, if any, to be determined by arbitration in accordance with
Article 12 herein. 









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Death of Mr. Sandher 

7.5          The
engagement of the Executive will terminate upon the death of Mr. Sandher. 

No Payments in Certain Events 

7.6          Upon
the date of the termination of the engagement of the Executive: 

	 	(a) 	
      for Just Cause in accordance with section 7.2 herein;
      or

	 	 	 
	 	(b) 	
      by the voluntary termination of engagement by the
      Executive in accordance with section 7.3 herein;



(in each instance the “Effective Date of Termination”
herein), the Executive will be entitled to compensation earned by the Executive
before the Effective Date of Termination calculated pro rata up to and including
the Effective Date of Termination and will not be entitled to any severance or
other payments under this Agreement or otherwise. 

Payments in the Event of Termination by Death


7.7          The
Company will, upon the death of Mr. Sandher during the continuance of this
Agreement in accordance with section 7.5 herein (the “Effective Date of
Termination” herein), provide Mr. Sandher’s estate and, if applicable, Mr.
Sandher’s immediate family members, with the following: 

	 	(a) 	
      pay to Mr. Sandher’s estate the total
  of:




	 	(i) 	
      three month’s Base Fee, less any required statutory
      deductions, if any;

	 	 	 
	 	(ii) 	
      that portion of any then declared and/or earned or
      accrued Bonus, prorated to the end of the three-month period from the
      Effective Date of Termination, that the President of the Company
      determines would likely have been paid to the Executive for the three
      months from the Effective Date of Termination; such determination to be
      made fairly and reasonably and taking into account all relevant
      circumstances;

	 	 	 
	 	(iii) 	
      any outstanding Vacation pay as at the Effective Date of
      Termination; and

	 	 	 
	 	(iv) 	
      any outstanding Expenses as at the Effective Date of
      Termination; and




	 	(b) 	
      subject to the Company’s then Option Plan and the rules
      and policies of any regulatory authority and stock exchange having
      jurisdiction over the Company, allow for Mr. Sandher’s estate to then
      exercise any unexercised and fully vested portion of the Stock Option on
      the Effective Date of Termination at any time during three months from the
      Effective Date of Termination.



Payments in the Event of Termination Without Just
Cause 

7.8          The
Company will, if it terminates the engagement of the Executive other than for
Just Cause or by death in accordance with sections 7.2 and 7.5 herein (in such
instance on the “Effective Date of Termination” herein), provide the
Executive with the following: 

	 	(a) 	
      pay to the Executive the total
of:












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	 	(i) 	
      six month’s Base Fee, less any required statutory
      deductions, if any;

	 	 	 
	 	(ii) 	
      that portion of any then declared and/or earned or
      accrued Bonus, prorated to the end of the three-month period from the
      Effective Date of Termination, that the President of the Company
      determines would likely have been paid to the Executive for the three
      months from the Effective Date of Termination; such determination to be
      made fairly and reasonably and taking into account all relevant
      circumstances;

	 	 	 
	 	(iii) 	
      the present value, as determined by the Company, acting
      reasonably, of each of the Group Benefits described under section 4.6
      herein that would have been enjoyed by the Executive and/or Mr. Sandher
      during the next three months from the Effective Date of Termination
      assuming the Executive’s engagement was not terminated and assuming the
      then current level of Group Benefits were continued for that three
      months;

	 	 	 
	 	(iv) 	
      any outstanding Vacation pay as at the Effective Date of
      Termination; and

	 	 	 
	 	(v) 	
      any outstanding Expenses as at the Effective Date of
      Termination;




	 	(b) 	
      maintain the Executive’s and/or Mr. Sandher’s Group
      Benefits for a period of six months from the Effective Date of
      Termination; and

	 	 	 
	 	(c) 	
      subject to the Company’s then Option Plan and the rules
      and policies of any regulatory authority and stock exchange having
      jurisdiction over the Company, allow for the Executive and Mr. Sandher to
      then exercise any unexercised and fully vested portion of the Stock Option
      on the Effective Date of Termination at any time during three months from
      the Effective Date of Termination.



Payments in the Event of Termination upon a Change In
Control 

7.9          The
Company will, if the Executive terminates the Executive’s engagement as a
consequence of a Change In Control of the Company (in such instance on the
“Effective Date of Termination” herein): 

	 	(a) 	
      pay the total of:




	 	(i) 	
      12 months’ Base Fee, less any required statutory
      deductions, if any;

	 	 	 
	 	(ii) 	
      that portion of any then declared and/or earned or
      accrued Bonus, prorated to the end of the six-month period from the
      Effective Date of Termination, that the President of the Company
      determines would likely have been paid to the Executive for the three
      months from the Effective Date of Termination; such determination to be
      made fairly and reasonably and taking into account all relevant
      circumstances;

	 	 	 
	 	(iii) 	
      the present value, as determined by the Company, acting
      reasonably, of each of the Group Benefits described under section 4.6
      herein that would have been enjoyed by the Executive and/or Mr. Sandher
      during the next six months from the Effective Date of Termination assuming
      the Executive’s engagement was not terminated and assuming the then
      current level of Group Benefits were continued for that six
  months;












- 12 - 

	 	(iv) 	
      any outstanding Vacation pay as at the Effective Date of
      Termination; and

	 	 	 
	 	(v) 	
      any outstanding Expenses as at the Effective Date of
      Termination;




	 	(b) 	
      maintain the Executive’s and/or Mr. Sandher’s Group
      Benefits for a period of six months from the Effective Date of
      Termination; and

	 	 	 
	 	(c) 	
      subject to the Company’s then Option Plan and the rules
      and policies of any regulatory authority and stock exchange having
      jurisdiction over the Company, allow for the Executive and Mr. Sandher to
      then exercise any unexercised and fully vested portion of the Stock Option
      on the Effective Date of Termination at any time during three months from
      the Effective Date of Termination.



Executive to Provide Release 

7.10         Subject to
the Company’s making the payment and maintaining the Group Benefits as provided
in sections 7.8 and 7.9 herein, the Executive and Mr. Sandher will execute and
deliver to the Company a full and final release of the Company, in the form
provided by the Company, in respect of the Executive’s and Mr. Sandher’s
engagement under this Agreement and otherwise. 

Manner of Payment 

7.11         The
Company may, in its sole and absolute discretion, pay the amounts referred to in
sections 7.7, 7.8 and 7.9 herein either in a manner consistent with the general
payroll practice of the Company over the course of the relevant time period or
in a lump sum payment within seven business days after receipt by the Company of
the executed full and final release referred to in section 7.9 herein. 

Return of Materials 

7.12         All
documents and materials in any form or medium and including, but not limited to,
files, forms, brochures, books, correspondence, memoranda, manuals and lists
(including lists of customers, suppliers, products and prices), all equipment
and accessories and again including, but not being limited to, leased
automobiles, computers, computer disks, software products, cellular phones and
personal digital assistants, all keys, building access cards, parking passes,
credit cards, and other similar items pertaining to the business of the Company
that may come into the possession or control of the Executive and Mr. Sandher,
will at all times remain the property of the Company and, on termination of the
Executive’s engagement for any reason, the Executive and Mr. Sandher will
promptly deliver to the Company all property of the Company in the possession of
the Executive and Mr. Sandher or directly or indirectly under the control of the
Executive or Mr. Sandher, and will not reproduce or copy any such property or
other property of the Company. 

Article 8 
CONFIDENTIALITY 

Confidential Information 

8.1          The
Executive and Mr. Sandher acknowledge that: 

	 	(a) 	
      the Executive and Mr. Sandher may, during the course of
      engagement with the Company, acquire information which is confidential in
      nature or of great value to the Company and its subsidiaries including, without limitation,
matters or subjects concerning corporate assets, cost and pricing data, customer
listing, financial reports, formulae, inventions, know-how, marketing
strategies, products or devices, profit plans, research and development projects
and findings, computer programs, suppliers, and trade secrets, whether in the
form of records, files, correspondence, notes, data, information, or any other
form, including copies or excerpts thereof (collectively, the “Confidential
Information”); the disclosure of any of which to competitors, customers,
clients or suppliers of the Company, unauthorized personnel of the Company or to
third parties would be highly detrimental to the best interests of the Company;
and 












- 13 -

	 	(b) 	
      the right to maintain the confidentiality of Confidential
      Information, and the right to preserve the Company’s goodwill, constitute
      proprietary rights which the Company is entitled to
  protect.



8.2          The
Executive and Mr. Sandher will, while engaged with the Company and at all times
thereafter:

	 	(a) 	
      hold all Confidential Information that the Executive and
      Mr. Sandher receive in trust for the sole benefit of the Company and in
      strictest confidence;

	 	 	 
	 	(b) 	
      protect all Confidential Information from disclosure and
      will not take any action that could reasonably be expected to result in
      any Confidential Information losing its character as Confidential
      Information, and will take all lawful action necessary to prevent any
      Confidential Information from losing its status as Confidential
      Information; and

	 	 	 
	 	(c) 	
      neither, except as required in the course of performing
      duties and responsibilities under this Agreement, directly or indirectly
      use, publish, disseminate or otherwise disclose any Confidential
      Information to any unauthorized personnel of the Company or to any third
      party, nor use Confidential Information for any purpose other than the
      purposes of the Company, without the prior written consent of the Company,
      which consent may be withheld in the Company’s sole and absolute
      discretion.



8.3          The
restrictions on the Executive’s and Mr. Sandher’s use or disclosure of all
Company Information, as set forth in this Article 8, shall continue following
the expiration or termination of the Executive’s engagement with the Company
regardless of the reasons for or manner of such termination. 

8.4         
Notwithstanding section 8.2 herein, the Executive and Mr. Sandher may, if and
solely to the extent required by lawful subpoena or other lawful process,
disclose Confidential Information but, to the extent possible, shall first
notify the Company of each such requirement so that the Company may seek an
appropriate protective order or waive compliance with the provisions of this
Agreement. The Executive and Mr. Sandher will co-operate fully with the Company
at the expense of the Company in seeking any such protective order. 









- 14 - 

Article 9 
NON-COMPETITION AND
NON-SOLICITATION 

Non-Competition and Payments for Enforcement by the
Company during Standstill Period 

9.1          The
Executive and Mr. Sandher acknowledge that the Services under this Agreement are
of special, unique and extraordinary character which give the Executive and Mr.
Sandher value to the Company; the loss of which cannot adequately be compensated
in damages or by an action at law. In addition to, and not in limitation of any
other restrictive covenant which may be binding on the Executive and Mr.
Sandher, the Executive and Mr. Sandher shall not anywhere in Greater Vancouver,
British Columbia, for a period of one year after the termination of this
Agreement (the “Standstill Period” herein) for any reason in any manner
whatsoever: 

	 	(a) 	
      carry on, engage in, or be concerned with or interested
      in; or

	 	 	 
	 	(b) 	
      permit the Executive’s or Mr. Sandher’s name or any part
      thereof to in any manner whatsoever to be used or connected with any
      business that is, or any interest in any business that
  is;



directly competitive with the business of the Company or any of
its subsidiaries. 9.2 The Executive and Mr. Sandher agree that: 

	 	(a) 	
      all restrictions contained in section 9.1 herein are
      reasonable and valid in the circumstances and all defences to the strict
      enforcement thereof by the Company are hereby waived by the Executive and
      Mr. Sandher;

	 	 	 
	 	(b) 	
      the remedy available to the Company at law for any breach
      by him of section 9.1 herein will be inadequate and that the Company, on
      any application to a Court, shall be entitled to temporary and permanent
      injunctive relief against the Executive and Mr. Sandher without the
      necessity of proving actual damage to the Company; and

	 	 	 
	 	(c) 	
      if the foregoing covenant is found to be unreasonable to
      any extent by a court of competent jurisdiction adjudicating upon the
      validity of the covenant, whether as to the scope of the restriction, the
      area of the restriction or the duration of the restriction, then such
      restriction shall be reduced to that which is in fact declared reasonable
      by such court, or a subsequent court of competent jurisdiction, requested
      to make such a declaration.



9.3         
Should this Agreement be terminated for any reason (in such instance on the
“Effective Date of Termination” herein) and should the Executive or Mr.
Sandher, during the one year Standstill Period from the Effective Date of
Termination, secure a bona fide employment or consulting position outside of the
Company (which the Executive or Mr. Sandher evidences in writing to the Company;
the “Other Position”) which may in any manner infringe the restrictions
contained in section 9.1 herein, and should the Company, acting reasonably, not
release the Executive and Mr. Sandher from the restrictions contained in
sections 9.1 and 9.2 herein in taking such Other Position, then, during the
Standstill Period, and in order to compensate the Executive or Mr. Sandher for
not being in a position to accept the Other Position, the Company will, during
the Standstill Period: 

	 	(a) 	
      continue to pay the Executive the Base Fee;
  and












- 15 - 

	 	(b) 	
      continue to maintain the Executive’s and/or Mr. Sandher
      Group Benefits.



Non-Solicitation 

9.4          The
Executive and Mr. Sandher hereby agree that they will not, during the period
commencing on the Effective Date hereof and ending one year following the
termination or expiration of this Agreement for any reason, be a party to or
abet any solicitation of customers, clients, referral services, consultants or
suppliers of the Company or any of its subsidiaries, to transfer business from
the Company or any of its subsidiaries to any other person, or seek in any way
to persuade or entice any employee of the Company or any of its subsidiaries to
leave that employment or to be a party to or abet any such action. 

Article 10 
OWNERSHIP OF INTELLECTUAL
PROPERTY 

Definitions 

10.1          In
this Agreement, “Inventions” means, collectively, all: 

	 	(a) 	
      discoveries, inventions, ideas, suggestions, reports,
      documents, designs, technology, methodologies, compilations, concepts,
      procedures, processes, products, protocols, treatments, methods, tests,
      improvements, work product and computer programs (including all source
      code, object code, compilers, libraries and developer tools, and any
      manuals, descriptions, data files, resource files and other such materials
      relating thereto), and

	 	 	 
	 	(b) 	
      each and every part of the
foregoing;



that are conceived, developed, reduced to practice or otherwise
made by the Executive or Mr. Sandher either alone or with others or, in any way,
relate to the present or proposed programs, services, products or business of
the Company, or to tasks assigned to the Executive or Mr. Sandher in connection
with the Executive’s or Mr. Sandher’s duties or in connection with any research
or development carried on or planned by the Company, whether or not such
Inventions are conceived, developed, reduced to practice or otherwise made
during the Executive’s or Mr. Sandher engagement or during regular working hours
and whether or not the Executive or Mr. Sandher is specifically instructed to
conceive, develop, reduce to practice or otherwise make same. 

Exclusive Property 

10.2          The
Executive and Mr. Sandher agree that all Inventions, and any and all services
and products which embody, emulate or employ any such Invention, shall be the
sole property of the Company and all copyrights, patents, patent rights,
trademarks, service marks, reproduction rights and all other proprietary title,
rights and interest in and to each such Invention, whether or not registrable
(collectively, the “Intellectual Property Rights”), shall belong
exclusively to the Company. 

Work for Hire 

10.3          For
purposes of all applicable copyright laws to the extent, if any, that such laws
are applicable to any such Invention or any such service or product, it shall be
considered a work made for hire and the Company shall be considered the author
thereof. 









- 16 - 

Disclosure 

10.4          The
Executive and Mr. Sandher will promptly disclose to the Company, or any persons
designated by it, all Inventions and all such services or products. 

Assignment 

10.5          The
Executive and Mr. Sandher hereby assign and further agree to, from time to time
as such Inventions arise, assign to the Company or its nominee (or their
respective successors or assigns) all of the Executive’s and Mr. Sandher’s
right, title and interest in and to the Inventions and the Intellectual Property
Rights without further payment by the Company. 

Moral Rights 

10.6          The
Executive and Mr. Sandher hereby waive and further agree to, from time to time
as such Inventions arise, waive for the benefit of the Company and its
successors or assigns all the Executive’s and Mr. Sandher’s moral rights in
respect of the Inventions. 

Further Assistance 

10.7          The
Executive and Mr. Sandher agree to assist the Company in every proper way (but
at the Company’s expense) to obtain and, from time to time, enforce the
Intellectual Property Rights and to the Inventions in any and all countries, and
to that end will execute all documents for use in applying for, obtaining and
enforcing the Intellectual Property Rights in and to such Inventions as the
Company may desire, together with any assignments of such Inventions to the
Company or persons designated by it. The Executive’s and Mr. Sandher’s
obligation to assist the Company in obtaining and enforcing such Intellectual
Property Rights in any and all countries shall continue beyond the termination
of this Agreement. 

Representations and Warranties 

10.8          The
Executive and Mr. Sandher hereby represent and warrant that the Executive and
Mr. Sandher are subject to no contractual or other restriction or obligation
that will in any manner limit the Executive’s and Mr. Sandher’s obligations
under this Agreement or activities on behalf of the Company. The Executive and
Mr. Sandher hereby represent and warrant to the Company that the Executive and
Mr. Sandher have no continuing obligations to any person (a) with respect to any
previous invention, discovery or other item of intellectual property or (b) that
require the Executive or Mr. Sandher not to disclose the same. 

Article 11 
INDEMNIFICATION AND LEGAL
PROCEEDINGS 

Indemnification 

11.1          The
Parties hereby each agree to indemnify and save harmless the other Party and
including, where applicable, the other Party’s respective subsidiaries and
affiliates and each of their respective directors, officers, associates,
affiliates and agents (each such party being an “Indemnified Party”),
harmless from and against any and all losses, claims, actions, suits,
proceedings, damages, liabilities or expenses of whatever nature or kind and
including, without limitation, any investigation expenses incurred by any
Indemnified Party, to which an Indemnified Party may become subject by reason of
the terms and conditions of this Agreement. 









- 17 - 

No indemnification 

11.2          This
indemnity will not apply in respect of an Indemnified Party in the event and to
the extent that a Court of competent jurisdiction in a final judgment shall
determine that the Indemnified Party was grossly negligent or guilty of wilful
misconduct. 

Claim of indemnification 

11.3          The
Parties agree to waive any right they might have of first requiring the
Indemnified Party to proceed against or enforce any other right, power, remedy,
security or claim payment from any other person before claiming this indemnity.


Notice of claim 

11.4          In
case any action is brought against an Indemnified Party in respect of which
indemnity may be sought against either of the Parties (said Party then being the
“Indemnitee”), the Indemnified Party will give both Parties prompt
written notice of any such action of which the Indemnified Party has knowledge
and the Indemnitee will undertake the investigation and defense thereof on
behalf of the Indemnified Party, including the prompt employment of counsel
acceptable to the Indemnified Party affected and the Indemnitee and the payment
of all expenses. Failure by the Indemnified Party to so notify shall not relieve
the Indemnitee of the Indemnitee‘s obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by the
Indemnitee of substantive rights or defenses. 

Settlement 

11.5          No
admission of liability and no settlement of any action shall be made without the
consent of each of the Parties and the consent of the Indemnified Party
affected, such consent not to be unreasonable withheld. 

Legal Proceedings 

11.6         
Notwithstanding that the Indemnitee will undertake the investigation and defense
of any action, an Indemnified Party will have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel will be at the expense of the Indemnified Party
unless: 

	 	(a) 	
      such counsel has been authorized by the
  Indemnitee;

	 	 	 
	 	(b) 	
      the Indemnitee has not assumed the defense of the action
      within a reasonable period of time after receiving notice of the
      action;

	 	 	 
	 	(c) 	
      the named parties to any such action include that any
      Party and the Indemnified Party shall have been advised by counsel that
      there may be a conflict of interest between any Party and the Indemnified
      Party; or

	 	 	 
	 	(d) 	
      there are one or more legal defenses available to the
      Indemnified Party which are different from or in addition to those
      available to any Party.



Contribution 

11.7          If
for any reason other than the gross negligence or bad faith of the Indemnified
Party being the primary cause of the loss claim, damage, liability, cost or
expense, the foregoing indemnification is unavailable to the Indemnified Party
or insufficient to hold them harmless, the Indemnitee shall contribute to the amount paid or payable by
the Indemnified Party as a result of any and all such losses, claim, damages or
liabilities in such proportion as is appropriate to reflect not only the
relative benefits received by the Indemnitee on the one hand and the Indemnified
Party on the other, but also the relative fault of the Indemnitee and the
Indemnified Party and other equitable considerations which may be relevant.
Notwithstanding the foregoing, the Indemnitee shall in any event contribute to
the amount paid or payable by the Indemnified Party, as a result of the loss,
claim, damage, liability, cost or expense (other than a loss, claim, damage,
liability, cost or expenses, the primary cause of which is the gross negligence
or bad faith of the Indemnified Party), any excess of such amount over the
amount of the fees actually received by the Indemnified Party hereunder. 









- 18 -

Article 12 
ARBITRATION 

Matters for arbitration 

12.1         
Except for matters of indemnity or in the case of urgency to prevent material
harm to a substantive right or asset, the Parties agree that all questions or
matters in dispute with respect to this Agreement shall be submitted to
arbitration pursuant to the terms hereof. This provision shall not prejudice a
Party from seeking a Court order or assistance to garnish or secure sums or to
seek summary remedy for such matters as counsel may consider amenable to summary
proceedings. 

Notice 

12.2          It
shall be a condition precedent to the right of any Party to submit any matter to
arbitration pursuant to the provisions hereof that any Party intending to refer
any matter to arbitration shall have given not less than five business days’
prior written notice of its intention to do so to the other Party together with
particulars of the matter in dispute. On the expiration of such five business
days the Party who gave such notice may proceed to refer the dispute to
arbitration as provided for herein. Except for matters of indemnity or in the
case of urgency to prevent material harm to a substantive right or asset, the
Parties agree that all questions or matters in dispute with respect to this
Agreement shall be submitted to arbitration pursuant to the terms hereof. This
provision shall not prejudice a Party from seeking a Court order or assistance
to garnish or secure sums or to seek summary remedy for such matters as counsel
may consider amenable to summary proceedings. 

Appointments 

12.3          The
Party desiring arbitration shall appoint one arbitrator, and shall notify the
other Party of such appointment, and the other Party shall, within five business
days after receiving such notice, appoint an arbitrator, and the two arbitrators
so named, before proceeding to act, shall, within five business days of the
appointment of the last appointed arbitrator, unanimously agree on the
appointment of a third arbitrator, to act with them and be chairperson of the
arbitration herein provided for. If the other Party shall fail to appoint an
arbitrator within five business days after receiving notice of the appointment
of the first arbitrator, and if the two arbitrators appointed by the Parties
shall be unable to agree on the appointment of the chairperson, the chairperson
shall be appointed in accordance with the provisions of the British Columbia
International Commercial Arbitration Act (the “Arbitration Act”).
Except as specifically otherwise provided in this section, the arbitration
herein provided for shall be conducted in accordance with such Arbitration Act.
The chairperson, or in the case where only one arbitrator is appointed, the
single arbitrator, shall fix a time and place in Greater Vancouver, British
Columbia, for the purpose of hearing the evidence and representations of the
Parties, and the chairperson shall preside over the arbitration and
determine all questions of procedure not provided for by the Arbitration Act or
this section. After hearing any evidence and representations that the Parties
may submit, the single arbitrator, or the arbitrators, as the case may be, shall
make an award and reduce the same to writing, and deliver one copy thereof to
each of the Parties. The expense of the arbitration shall be paid as specified
in the award. 









- 19 -

Award 

12.4          The
Parties agree that the award of a majority of the arbitrators, or in the case of
a single arbitrator, of such arbitrator, shall be final and binding upon each of
them. 

Article 13 
OTHER PROVISIONS 

Waivers and Amendments 

13.1          This
Agreement may be amended, modified, superseded, cancelled, renewed or extended,
only by a written agreement between the Parties. Failure or delay by either
Party to enforce compliance with any term or condition of this Agreement shall
not constitute a waiver of such term or condition. 

No Representation or Claims 

13.2          The
Executive and Mr. Sandher agree that the Executive has not been induced to enter
into this Agreement by reason of any statement, representation, understanding or
promise not expressly set out in this Agreement. The Executive and Mr. Sandher
have no claim against the Company arising from any Services provided by the
Executive and Mr. Sandher to the Company in any capacity prior to the Effective
Date of this Agreement. 

Governing Law 

13.3          The
situs of this Agreement is Vancouver, British Columbia, Canada, and for all
purposes this Agreement will be governed exclusively by and construed and
enforced in accordance with the laws prevailing in the Province of British
Columbia, Canada, and the federal laws of Canada applicable thereto. 

Notices 

13.4          Any
notice or other communication or writing required or permitted to be given under
this Agreement or for the purposes of this Agreement will be in writing and will
be sufficiently given if delivered personally, or if transmitted by facsimile
transmission (with original to follow by mail) or other form of recorded
communication, tested prior to transmission, to: 

	 	(a) 	
      if to the Company:




	 	Electrameccanica Vehicles Corp. 
	 	102 East First Avenue, Vancouver, British
      Columbia, Canada, V5T 1A4 
	 	Attention: 	President 
	 	Phone: 	(604) 428-7656 
	 	E-mail: 	jerrykroll@me.com; 











- 20 - 


	 	with a copy to counsel for the Company: 
	 	  	  
	 	McMillan LLP 
	 	Suite 1500, 1055 West Georgia Street, Vancouver,
      British Columbia, Canada, 
	 	V6E 4N7 	  
	 	Attention: 	Thomas J. Deutsch 
	 	Phone: 	(604) 691-7445 
	 	Fax: 	(604) 893-2679 
	 	E-mail: 	thomas.deutsch@mcmillan.ca; and
  




	 	(b) 	
      if to the Executive:





	 	Suite 304, 700 West Pender Street, Vancouver,
      British Columbia, Canada, 
	 	V6C 1G8 	  
	 	Phone: 	(604) 720-6468 
	 	E-mail: 	kulwant.sandher@gmail.com;




or to such other address as the Party to whom such notice is to
be given will have last notified the Party giving the same in the manner
provided in this section. Any notice so delivered will be deemed to have been
given and received on the day it is so delivered at such address; provided that
such day is not a Business Day (as herein defined) then the notice will be
deemed to have been given and received on the Business Day next following the
day it is so delivered. Any notice so transmitted by facsimile transmission or
other form of recorded communication will be deemed to have been given and
received on the day of its confirmed transmission (as confirmed by the
transmitting medium), provided that if such day is not a Business Day then the
notice will be deemed to have been given and received on the Business Day next
following such day. “Business Day” means any day that is not a Saturday,
Sunday or civic or statutory holiday in the Province of British Columbia,
Canada. 

Assignment 

13.5          The
Executive may not assign this Agreement or any right or obligation under it.


Severability 

13.6          If
any provision of this Agreement is determined to be invalid or unenforceable in
whole or in part, such invalidity or unenforceability shall attach only to such
provision or part thereof and the remaining part of such provision and all other
provisions hereof shall continue in full force and effect. The Parties agree to
negotiate in good faith to agree to a substitute provision which shall be as
close as possible to the intention of any invalid or unenforceable provision as
may be valid or enforceable.

Independent Legal Advice 

13.7          The
Executive acknowledges that the Company has recommended that the Executive
obtain independent legal advice with respect to this Agreement, and that the
Executive has had a reasonable opportunity to do so prior to executing this
Agreement. 

Force Majeure 

13.8          If
either Party is at any time either during this Agreement or thereafter prevented
or delayed in complying with any provisions of this Agreement by reason of
strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God,
earthquakes, storms, floods, explosions, accidents, protests or demonstrations
by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then the
time limited for the performance by that Party of its respective obligations
hereunder shall be extended by a period of time equal in length to the period of
each such prevention or delay. A Party shall within three calendar days give
notice to the other Party of each event of force majeure under this section, and
upon cessation of such event shall furnish the other Party with notice of that
event together with particulars of the number of days by which the obligations
of that Party hereunder have been extended by virtue of such event of force
majeure and all preceding events of force majeure. 









- 21 -

Time of the essence 

13.9          Time
will be of the essence of this Agreement. 

Enurement 

13.10         This
Agreement will enure to the benefit of and will be binding upon the Parties and
their respective heirs, executors, administrators and assigns. 

Further assurances 

13.11         The
Parties will from time to time after the execution of this Agreement make, do,
execute or cause or permit to be made, done or executed, all such further and
other acts, deeds, things, devices and assurances in law whatsoever as may be
required to carry out the true intention and to give full force and effect to
this Agreement. 

No partnership or agency 

13.12         The
Parties have not created a partnership and nothing contained in this Agreement
shall in any manner whatsoever constitute any Party the partner, agent or legal
representative of the other Parties, nor create any fiduciary relationship
between them for any purpose whatsoever. 

Personal Information 

13.13         The
Executive and Mr. Sandher acknowledge that the Company is obligated to comply
with the British Columbia Personal Information Protection Act and with
any other applicable legislation governing the collection, use, storage and
disclosure of personal information. The Executive and Mr. Sandher agree to
comply with all Company personal information protection policies and with other
policies, controls and practices as they may exist, from time to time, in
ensuring that the Executive, Mr. Sandher and the Company engage only in lawful
collection, storage, use and disclosure of personal information. 

Captions 

13.14         The
headings, captions, Article, section and subsection numbers appearing in this
Agreement are inserted for convenience of reference only and shall in no way
define, limit, construe or describe the scope or intent of this Agreement nor in
any way affect this Agreement. 









- 22 - 

Counterparts 

13.15         This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. 

[Rest of page left intentionally blank. Signature page
follows.] 









- 23 - 

IN WITNESS WHEREOF the Parties have hereunto set
their respective hands and seals as at the Effective Date as hereinabove
determined. 

	The COMMON SEAL of 	) 	  
	ELECTRAMECCANICA 	) 	  
	VEHICLES CORP., 	) 	  
	the Company herein, was hereunto affixed 	) 	  
	in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	/s/ Jerry Kroll
	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	The COMMON SEAL of 	) 	  
	HURRICANE CORPORATE 	) 	  
	SERVICES LTD., 	) 	  
	the Executive herein, was hereunto affixed 	) 	  
	in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	/s/ Kulwant
      Sandher 	) 	  
	Authorized Signatory 	) 	  

_________