Electrameccanica Vehicles Corp.: Exhibit 10.2 - Filed by newsfilecorp.com








AMENDING AGREEMENT TO JOINT OPERATING AGREEMENT


THIS AMENDING AGREEMENT TO
JOINT OPERATING AGREEMENT (the “Amendment”) is date
and made for reference effective on this 19th day of September, 2016
(the “Effective Date” herein). 

AMONG: 

ELECTRAMECCANICA VEHICLES
CORP., a British Columbia company having an address for notice and
delivery located at Unit 102, East 1st Avenue, Vancouver, British
Columbia, Canada, V5T 1A4 (“ElectraMeccanica”); 

AND: 

INTERMECCANICA INTERNATIONAL
INC., a British Columbia company having an address for notice and
delivery located at 39 Braid Street, New Westminster, British Columbia, Canada,
V3L 3P2 (“Intermeccanica”); 

AND: 

HENRY REISNER,
businessman, having an address for delivery and notice located at 2180 Chapman
Way, North Vancouver, British Columbia, Canada, V7H 1W1 (“Henry”);


(and ElectraMeccanica, Intermeccanica
and Henry being hereinafter singularly also referred to as a “Party” and
collectively referred to as the “Parties” as the context so requires).


WHEREAS: 

A.          The
Parties are parties to a certain “Joint Operating Agreement” (the “Joint
Operating Agreement”) dated for reference July 15, 2015. Pursuant to the
Joint Operating Agreement, ElectraMeccanica retained Intermeccanica to assemble
and produce electric vehicles and automotive-related products, which
ElectraMeccanica will market and sell to wholesalers and consumers. The Joint
Operating Agreement also provides an option (the “Put Option”) for Henry
or ElectraMeccanica to cause ElectraMeccanica to purchase all of the issued and
outstanding shares of Intermeccanica upon completion by ElectraMeccania of a
“Public Listing” (as defined in the Joint Operating Agreement) and a
portion of the purchase price for the Put Option (the “Purchase Price”)
is calculated based on the proportion of the value inputted to ElectraMeccanica
by the Public Listing; 

B.         
ElectraMeccanica intends to file with the Securities and Exchange Commission a
selling shareholder Form F-1 Registration Statement (the “Form F-1”)
which will now constitute ElectraMeccanica’s Public Listing for the purposes of
the Joint Operating Agreement; and 

C.          To
better reflect the Purchase Price and the intentions of the Parties, the Parties
wish to amend the Joint Operating Agreement in accordance with the terms and
conditions of this Amending Agreement To Joint Operating Agreement (the
“Amendment”); 

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

Certain Definitions 

1.          Unless
otherwise defined herein or the context otherwise requires, capitalized terms
not otherwise herein defined shall have the meanings ascribed to them in the
Joint Operating Agreement. 

Amendments 

2.          The
Joint Operating Agreement is hereby amended as follows: 







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	 	(a) 	
      section 5.2 of the Joint Operating Agreement entitled
      “Put Option” is deleted in its entirety and replaced with the
      following:



“Call Option. Upon the payment
of $100,000 by ElectraMeccanica to Intermeccanica on the execution of the
Amendment and provided that the filing of the Form F-1 is effective and the
common shares of ElectraMeccanica are listed for trading on the OTC Markets
Group Inc. OTCQB over-the-counter market, at any time during the two year period
immediately following the completion by ElectraMeccanica of the Public Listing,
however, subject to the limitations set out in section 5.3 (the “Call Option
Period”), ElectraMeccanica shall have the right to purchase all (but not
less than all) of the Shares (the “Call Option”) from the holders of such
Shares (the “Vendors”).”; 

	 	(b) 	
      section 5.3 of the Joint Operating Agreement entitled
      “Exercise Process” is deleted in its entirety and replaced with the
      following:



“Exercise Period. The Call
Option may be exercised by ElectraMeccanica by delivering a written notice (the
“Notice”) to Intermeccanica within the Call Option Period. The Notice
shall provide for a closing date that is within 90 days following the receipt of
the Notice by Intermeccanica. If, within 12 months of the commencement of the
Call Option Period, ElectraMeccanica does not exercise the Call Option,
ElectraMeccanica shall pay $100,000 to Intermeccanica. If, within 24 months of
the commencement of the Call Option Period, ElectraMeccanica does not exercise
the Call Option, the Call Option shall expire and ElectraMeccanica shall pay
$100,000 to Intermeccanica which, together with all prior payments to
Intermeccanica, will be considered the then payment by ElectraMeccanica of
liquidated damages to Intermeccanica for ElectraMeccanica’s failure to exercise
its Call Option during its two-year Call Option Period. The parties acknowledge
that the Call Option shall operate as an option only and that nothing shall
require or entitle ElectraMeccanica to exercise or compel the exercise of the
Call Option. The exercise of the Call Option shall be irrevocable once made. The
payment of the $100,000 within 12 months and 24 months of the commencement of
the Call Option Period is subject to ElectraMeccanica having a minimum of
$500,000 in free cash on hand on the applicable due date. In the event that
ElectraMeccanica does not have the minimum required cash on hand on the due
date, Intermeccanica will become a creditor for the applicable $100,000 payment
and ElectraMeccanica will pay such funds once it has raised a cumulative
aggregate of $1,000,000 from the due date of such required payment.”; 

	 	(c) 	
      all references to “Put Option Period” and “Put Option” in
      the Joint Operating Agreement shall be replaced with “Call Option Period”
      and “Call Option”, respectively;

	 	 	 
	 	(d) 	
      the preamble to subsection 5.4(a)(ii) of the Joint Operating Agreement is
      deleted in its entirety and replaced with the
following:





		
      “(ii) 
	
      the weighted dollar value average closing price of the
      common shares of ElectraMeccanica for the 20 trading days immediately
      preceding the date the Call Option was exercised (the “Exercise
      Date”) multiplied by the number of issued and outstanding common
    shares of ElectraMeccanica at the date of the Exercise  Date (the “Total Equity Value”) determined in accordance with the following:”;




	 	(e)	
      subsection 5.5(a) of the Joint Operating Agreement is
      deleted in its entirety and replaced with the
following:





		
      “(a) 
	
      The parties have agreed that the Purchase Price shall be
      reduced by the value of the 600,000 common shares of ElectraMeccanica
      originally issued on February 16, 2015 for the benefit of Henry and/or his
      nominees (the “Founder Shares”), which Founder Shares now represent
      3,000,000 common shares as a result of the share subdivision on June 22,
      2016 on a basis of five (5) new shares for each one (1) old share, based
      on the weighted dollar value average closing price of the common shares of
      ElectraMeccanica for the 20 trading days immediately preceding the
      Exercise Date (the “Purchase Price Reduction”). The Purchase
      Price less the Purchase Price Reduction (the “Remaining
      Purchase Price”) shall be paid by ElectraMeccanica or
its designee, as applicable, on the Closing Date by way of issuance to the
Vendors of common shares of ElectraMeccanica (the “Consideration Shares”)
with an ascribed value in the amount of the Remaining Purchase Price, provided
that, at the election of Henry to be made in written notice to ElectraMeccanica
at least 15 days prior to the Closing Date, the Vendors shall be entitled to
receive a minimum of $500,000 in the aggregate and a maximum of 50% of the
Remaining Purchase Price in the aggregate, in cash (provided that the cash
consideration shall not exceed 20% of ElectraMeccanica’s free cash on hand). For
greater clarity, if the Remaining Purchase Price is any amount less than
$500,000, the Remaining Purchase Price shall be $500,000.” 











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	 	(f) 	
      subsection 5.6(g) of the Joint Operating Agreement is
      amended by deleting the word “and” as follows:



“the Shares and Intermeccanica’s
assets (including the BMO Security); and”; 

	 	(g) 	
      subsection 5.6(h)(vii) of the Joint Operating Agreement
      is amended by deleting the period at the end and adding a semi-colon as
      follows:





		
      “(vii) 
	
      such other documents and instruments as are reasonably
      required by ElectraMeccanica or its designee or their solicitors;”; and
      




	 	(h) 	
      subsection 5.6 of the Joint Operating Agreement is
      amended by adding the following subsections immediately after subsection
      5.6(h) as follows:





		
      “(i) 
	
      ElectraMeccanica being satisfied with the results of its
      due diligence investigations with respect to Intermeccanica,
      Intermeccanica’s Business and the assets of Intermeccanica within 30 days
      after Intermeccanica has delivered or provided all applicable requested
      information to ElectraMeccanica; and 

	
       
	
       
	
       

		
      (j) 
	
      if applicable, Intermeccanica shall prepare and provide
      to ElectraMeccanica audited financial statement and unaudited interim
      financial statements as required pursuant to Rule 3-05 of Regulation S-X
      (the “Financial Statements”). The Financial Statement shall be
      prepared in accordance with IFRS and fairly present in all material
      respects the consolidated financial position, results of operations,
      changes in financial position, assets and liabilities of Intermeccanica as
      of the date thereof and for the period indicated therein.”.
  



3.          Except
as expressly amended hereby, the Joint Operating Agreement is in all respects
ratified and confirmed and all the terms, conditions, and provisions thereof
shall remain in full force and effect as of the date hereof. 

General provisions 

4.          This
Amendment shall form a part of the Joint Operating Agreement for all purposes,
and each of the Parties shall be bound hereby. From and after the Effective Date
of this Amendment by the Parties, any reference to the Joint Operating Agreement
shall be deemed a reference to the Joint Operating Agreement as amended by the
Amendment. 

5.          This
Amendment constitutes the entire agreement between the Parties and supersedes
every previous agreement, communication, expectation, negotiation,
representation or understanding, whether oral or written, express or implied,
statutory or otherwise between the Parties with respect to the subject matter of
this Amendment. Nothing in this Section 5 will limit or restrict the
effectiveness and validity of any document with respect to the subject matter of
this Amendment that is executed and delivered contemporaneously with or pursuant
to this Amendment. 

6.          This
Amendment shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable therein and shall
be treated in all respects as a British Columbia contract. 

7.          This
Amendment may be executed in any number of counterparts, in original form or by
facsimile, each of which will together, for all purposes, constitute one and the
same instrument, binding on the parties hereto, and each of which will together be deemed to be an original,
notwithstanding that each party hereto is not a signatory to the same
counterpart. 







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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., 	) 	  
	ElectraMeccanica herein, was hereunto 	) 	  
	affixed in the presence of: 	) 	(C/S) 
	  	) 	  
	/s/ Jerry Kroll
	) 	  
	Authorized Signatory 	) 	  
	 	 	 
	The COMMON SEAL of 	) 	  
	INTERMECCANICA INTERNATIONAL INC., 	) 	  
	Intermeccanica herein, was hereunto 	) 	  
	affixed in the presence of: 	) 	(C/S) 
	  	) 	  
	/s/ Henry Reisner
    	) 	  
	Authorized Signatory 	) 	  
	SIGNED, SEALED and DELIVERED by 	) 	  
	HENRY REISNER, 	) 	  
	Reisner herein, in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	Witness Signature 	) 	/s/
      Henry Reisner 
	  	) 	HENRY REISNER 
	  	) 	  
	Witness Address 	) 	  
	  	) 	  
	  	) 	  
	Witness Name and Occupation 	) 	  


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