Electrameccanica Vehicles Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






JOINT OPERATING AGREEMENT 

THIS AGREEMENT is dated effective as of the 15th day of July,
2015. 

AMONG: 

ELECTRAMECCANICA VEHICLES CORP.,
a corporation duly incorporated and validly subsisting under the laws of the
Province of British Columbia, and having an address at Suite 1102, 328 East 11th
Avenue, Vancouver, British Columbia, V5T 4W1 

(“ElectraMeccanica”) 

AND: 

INTERMECCANICA INTERNATIONAL
INC., a corporation duly incorporated and validly subsisting under the laws
of the Province of British Columbia, and having an address at 39 Braid Street,
New Westminster, British Columbia, V3L 3P2 

(“Intermeccanica”) 

AND: 

HENRY REISNER, an individual,
and having an address at 2180 Chapman Way, North Vancouver, British Columbia,
V7H 1W1 

(“Henry”) 

WHEREAS ElectraMeccanica carries on the business of the
development, design, manufacturing, sale, service and support of electric
vehicles (“ElectraMeccanica’s Business”); 

AND WHEREAS Intermeccanica carries on the business of the
development, design, manufacturing, sale, service and support of
gasoline-powered vehicles (“Intermeccanica’s Business”); 

AND WHEREAS ElectraMeccanica desires to retain Intermeccanica
to assemble and produce electric vehicles and automotive-related products (the
“Assembled Products”), which ElectraMeccanica will market and sell to
wholesalers and consumers; 

AND WHEREAS either (a) Intermeccanica intends to enter into a
lease agreement with Cressey (Quebec Street) Development LLP (the
“Landlord”) pursuant to which Intermeccanica will lease the premises
located on the southeast corner of Quebec Street and West 1st Avenue, in
Vancouver, British Columbia, as more particularly described in Schedule “A” to
this Agreement (the “Leased Premises”), for the purposes of assembling
and retailing automotive products, (b) Intermeccanica and ElectraMeccanica will
enter into a lease agreement with the Landlord pursuant to which Intermeccanica
and ElectraMeccanica will jointly lease the Leased Premises for the purposes of
assembling and retailing automotive products or (c) Intermeccanica and
ElectraMeccanica will each enter into separate leases with the Landlord for
portions of the Leased Premises for the purposes of assembling and retailing
automotive products;

AND WHEREAS Henry is the principal of Intermeccanica. 

THEREFORE this Agreement witness that in consideration of the
mutual premises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: 

1.        
 DEFINITIONS AND INTERPRETATION 

1.1        In this
Agreement, the following defined terms shall have the following meanings, unless
the context otherwise requires: 




- 2 - 

	 	(a) 	
      “Adverse Interest” means any lien, charge,
      encumbrance, agreement, Legal Proceeding or other adverse challenge,
      claim, dispute, right or interest of any nature or kind whatsoever,
      including any civil, criminal, regulatory, administrative or third party
      challenge, claim, dispute, right or interest in and to the title,
      ownership, access, quiet possession, usage, or economic entitlements of or
      from the specified subject matter;

	 	 	 
	 	(b) 	
      “BMO Security” means the security registered by
      Bank of Montreal against Intermeccanica and its assets in the British
      Columbia Personal Property Registry under base registration number
      9401946;

	 	 	 
	 	(c) 	
      “Closing Date” means the first business day that
      is at least 30 days following the final determination of the Book Value of
      Intermeccanica’s assets in accordance with Section 5.4(b);

	 	 	 
	 	(d) 	
      “Confidential Information or Materials” means all
      information or data which may be delivered to or obtained by
      Intermeccanica or Henry and which relates, directly or indirectly, to
      ElectraMeccanica’s Business;

	 	 	 
	 	(e) 	
      “Developments” means all discoveries, inventions,
      designs, works of authorship, improvements and ideas (whether or not
      patentable or copyrightable) and legally recognized proprietary rights
      (including patents, copyrights, trade-marks, know-how and trade secrets),
      and all records and copies of records relating to the foregoing, that (i)
      result or derive from the assembly arrangement contemplated by Article 4
      or any other services provided by Intermeccanica to ElectraMeccanica,
      including from knowledge or use of the Confidential Information or
      Materials; (ii) are conceived or made by Intermeccanica (individually or
      in collaboration with others) during the term of this Agreement; and (iii)
      relate to ElectraMeccanica’s Business or to actual or demonstrably
      anticipated research and development by ElectraMeccanica;

	 	 	 
	 	(f) 	
      “Governmental Authority” means any government,
      parliament, legislature, or any regulatory authority, agency, commission
      or board of any government, parliament or legislature, or any court or any
      other law, regulation or rule-making entity (including any central bank,
      fiscal or monetary authority or authority regulating banks), having or
      purporting to have jurisdiction in the relevant circumstances, or any
      person acting or purporting to act under the authority of any of the
      foregoing (including any arbitrator);

	 	 	 
	 	(g) 	
      “Legal Proceeding” means any claim, demand,
      action, cause of action, litigation, suit, inquiry, investigation,
      complaint, grievance, notice, application, hearing, arbitration or other
      civil, criminal, regulatory or administrative proceeding or similar
      proceeding, by or before any court or regulatory or administrative agency,
      authority or tribunal and includes any judgments, decree, order or other
      ruling in respect thereof, any review or appeal thereof and any
      application for leave for review or appeal thereof;

	 	 	 
	 	(h) 	
      “Occupancy Date” means the date upon which
      Intermeccanica gains occupancy of the Leased Premises;

	 	 	 
	 	(i) 	
      “Public Listing” means the listing of any
      securities or share capital of ElectraMeccanica on any recognized public
      stock exchange through any means whatsoever, including by way of initial
      public offering, any form of prospectus offering, plan of arrangement, or
      reverse takeover, and further includes any transaction which results in
      the sale of all or any portion of the assets of ElectraMeccanica to any
      existing publically listed entity or through any course of transactions
      which results in such assets being held by an entity which is publically
      listed;

	 	 	 
	 	(j) 	
      “Shares” means, at the applicable time, all issued
      and outstanding shares of Intermeccanica; and

	 	 	 
	 	(k) 	
      “Subleased Premises” means a portion of the Leased
      Premises, equivalent to approximately one- half of the total floor area of
      the Leased Premises, as the parties will, if necessary, agree upon, acting
      reasonably.







- 3 - 

	1.2 	
      For the purposes of this Agreement, unless the context
      otherwise requires:

	 	 	 
		(a) 	
      Persons. A reference to an individual shall
      include corporations, partnerships, trusts and other business entities and
      vice versa; any reference to a particular gender shall include the
      opposite gender; and any reference to a particular form or type of
      business entity shall include all other forms and types of business
      entities interchangeably.

	 	 	 
		(b) 	
      Plurality. A reference to the singular in number
      shall include the plural and vice versa.

	 	 	 
		(c) 	
      Currency. A reference to currency shall refer to
      lawful currency of Canada.

	 	 	 
		(d) 	
      Calculation of Time. A reference to time shall
      refer to Pacific Time. A reference to a business day shall refer to a day
      on which banks are ordinarily open for business in Vancouver, British
      Columbia. If a date or the last day of a period for performing an act
      referred to herein ends on a day that is not a business day, the date or
      the last day of the period for performing such act shall be extended to
      the end of the first succeeding business day.

	 	 	 
		(e) 	
      Statutes and Laws. A reference to a statute or
      “laws” shall include all rules, regulations, notices, orders, policies and
      other instruments made pursuant thereto, and all amendments, re-enactments
      and replacements thereof from time to time.

	 	 	 
		(f) 	
      Divisions and Headings. The division of this
      Agreement into articles, sections, paragraphs and other sub-divisions, and
      the use of headings, is for convenience only and shall not affect the
      construction or interpretation, or be used to limit the effect, of any of
      the terms and conditions of this Agreement.

	 	 	 
		(g) 	
      Schedules. The schedules, appendices, exhibits and
      forms attached hereto and otherwise referred to herein are deemed to be
      incorporated herein and form part hereof.

	 	 	 
		(h) 	
      Herein, etc. The words “herein”, “hereunder” and
      “hereof” and words of similar import refer to this Agreement as a whole
      and not any particular article, section, paragraph or subdivision
      hereof.

	 	 	 
		(i) 	
      Ambiguity. The parties agree that each of them has
      participated in the drafting hereof and any rule of construction to the
      effect that any ambiguity is to be resolved against the drafting party
      shall not be applicable in the construction or interpretation of this
      Agreement.



2.     
    REPRESENTATIONS AND WARRANTIES 

2.1        Intermeccanica
and Henry hereby jointly and severally represent and warrant to
ElectraMeccanica, and acknowledge and agree that ElectraMeccanica is relying
upon the accuracy of same in entering into this Agreement, that: 

	 	(a) 	
      Intermeccanica is duly and validly formed, organized and
      subsisting and in good standing with respect to the filing of annual
      reports under the laws of the Province of British Columbia, and has all
      requisite corporate power, capacity and authority to own, lease and
      otherwise hold its assets and to otherwise carry on the Intermeccanica
      Business as presently conducted;

	 	 	 
	 	(b) 	
      British Columbia is the only jurisdiction in which the
      nature of Intermeccanica’s Business or the assets owned or leased by
      Intermeccanica makes such qualification necessary or where Intermeccanica
      owns or leases any material assets or conducts any material
    business;

	 	 	 
	 	(c) 	
      there is no bankruptcy, insolvency, liquidation,
      winding-up or other similar proceeding or any Legal Proceeding in
      progress, pending or threatened by or against Intermeccanica or its
      assets, Henry or the Shares before any court or regulatory or
      administrative agency, authority or tribunal;

	 	 	 
	 	(d) 	
      there are no outstanding securities, or rights to acquire
      securities, of Intermeccanica, except for the Shares as described in
      Schedule “B” of this Agreement, and all holders of such Shares
  are described in Schedule “B”. Such holders own all of the
      Shares as the beneficial owner with a good and marketable title, free and
  clear of all Adverse Interests;








- 4 - 

	 	(e) 	
      Intermeccanica does not own nor has it agreed to acquire,
      directly or indirectly, any of the outstanding shares or securities
      convertible into shares of any other corporation or any participating
      interest in any person;

	 	 	 	 
	 	(f) 	
      if Intermeccanica enters into a lease agreement with the
      Landlord for the Leased Premises as contemplated by paragraph (a) of the
      fourth recital to this Agreement, then Intermeccanica shall have the right
      to sublease all, or any portion, of the Leased Premises, as contemplated
      by this Agreement. Intermeccanica does not legally or beneficially own any
      real property, in whole or in part and other than any lease agreement with
      the Landlord and its existing lease for the premises civically known as 39
      Braid Street, New Westminster, British Columbia (the “Existing
      Premises”), Intermeccanica is not a party to or is bound, as lessee or
      sublessee, by any lease, sublease, license or other instrument relating to
      real property;

	 	 	 	 
	 	(g) 	
      Intermeccanica and Henry, as applicable, have the legal
      power, capacity and competence and has obtained all necessary approvals by
      its directors, shareholders, partners and others, including all
      Governmental Authorities and third parties (including the Landlord), and
      has taken all other necessary corporate and other actions and proceedings,
      to authorize the entering into and execution of this Agreement and the
      taking of all actions required pursuant hereto;

	 	 	 	 
	 	(h) 	
      this Agreement has been duly and validly executed by
      Intermeccanica and Henry and constitutes a legal, valid and binding
      obligation enforceable against Intermeccanica and Henry in accordance with
      its terms except that:

	 	 	 	 
	 		(i) 	
      enforceability may be limited by bankruptcy, insolvency
      or other laws affecting creditors’ rights generally;

	 	 	 	 
	 		(ii) 	
      rights of indemnity and contribution hereunder may be
      limited under applicable law;

	 	 	 	 
	 		(iii) 	
      equitable remedies, including the remedies of specific
      performance and injunctive relief, are available only in the discretion of
      the applicable court; and

	 	 	 	 
	 		(iv) 	
      a court may stay proceedings before them by virtue of
      equitable or statutory powers,





	 		
      and the entering into entering into and execution of this
      Agreement and the taking of all actions required pursuant hereto does not
      conflict with, or constitute a violation, default or breach under, or
      accelerate Intermeccanica’s or Henry’s obligations or revoke its rights
      and privileges under, as applicable, any term or provision of its
      constating documents; any resolutions of its directors, shareholders or
      partners; any laws applicable to it or any agreement to which it is bound;
      or any judgement, decree or order to which it is named or is
  bound;

	 	 	 
	 	(i) 	
      except for ElectraMeccanica’s rights pursuant to this
      Agreement, no person has any option, warrant, right, call, commitment,
      conversion right, right of exchange or other agreement or any right or
      privilege (whether by law, pre-emptive or contractual) capable of becoming
      an option, commitment, conversion right, right of exchange or other
      agreement for the purchase from Intermeccanica of any of its assets (other
      than in the ordinary course of business) or Shares;

	 	 	 
	 	(j) 	
      other than inventory in transit, all material tangible
      personal property of Intermeccanica is or will be located at the Leased
      Premises and the Existing Premises and is in good operating condition,
      repair and proper working order, having regard to its use and age, except
      only for reasonable wear and tear;

	 	 	 
	 	(k) 	
      Intermeccanica owns all of its assets as the beneficial
      owner with a good and marketable title, free and clear of all Adverse
      Interests (other than the BMO Security);







- 5 - 

	 	(l) 	
      Intermeccanica has performed all of its obligations
      required to be performed by it and is entitled to all of the benefits
      under any contract relating to Intermeccanica’s Business to which it is a
      party or by which it is bound. All such contracts are all in full force
      and effect unamended and no default exists on the part of Intermeccanica
      any other parties thereto and there exists no condition, event or act
      which, with the giving of notice or lapse of time or both, would
      constitute a default or breach of any contract to which Intermeccanica is
      a party to or bound. Intermeccanica is not a party to any contract
      relating to Intermeccanica’s Business with any non-arm’s length
    person;

	 	 	 
	 	(m) 	
      except for any intellectual property rights of Porsche AG
      or its affiliates, Intermeccanica has the exclusive right to use all of
      its intellectual property and has not granted any licence or other rights
      to any other person in respect of any of its intellectual property.
      Intermeccanica has not used or enforced, or failed to use or enforce, any
      of its intellectual property in any manner which could limit its validity
      or result in its invalidity. There has been no infringement or violation
      of Intermeccanica’s rights in and to its intellectual property or any
      trade secrets or confidential information, nor any claim of adverse
      ownership, invalidity or other opposition to or conflict with any of such
      intellectual property. Except to the extent that the conduct of
      Intermeccanica’s Business may infringe upon the intellectual property
      rights of Porsche AG or its affiliates, Intermeccanica is not and has not
      engaged in any activity that violates or infringes any intellectual
      property rights of any other person;

	 	 	 
	 	(n) 	
      Intermeccanica has all of its assets insured against loss
      or damage by all insurable hazards or risks on a replacement cost basis.
      Intermeccanica is not in default with respect to any of the provisions
      contained in any such insurance policy, has not failed to give any notice
      or present any claim under any such insurance policy in a timely fashion
      and has not received notice from any insurer denying any claim;

	 	 	 
	 	(o) 	
      Intermeccanica, Henry and all other shareholders of
      Intermeccanica have filed on a timely basis all tax returns required to be
      filed and all such tax returns are complete and accurate in all respects.
      All taxes due from or payable by Intermeccanica, Henry and all other
      shareholders of Intermeccanica have been or will be paid. All instalments
      or other payments on account of taxes that relate to periods for which tax
      returns are not yet due have been paid on a timely basis by
      Intermeccanica, Henry and all other shareholders of Intermeccanica.
      Intermeccanica has withheld, collected and paid to the proper Governmental
      Authorities all taxes required to have been withheld, collected and paid
      in connection with amounts paid, credited or owing to any employee,
      independent or dependent contractor, creditor, shareholder, non-resident
      of Canada or other third party and goods and services received from or
      provided to any person;

	 	 	 
	 	(p) 	
      Intermeccanica has complied, and Intermeccanica’s
      Business is now being conducted in compliance, with all laws applicable to
      the Business or its assets (including all environmental and privacy laws);
      and

	 	 	 
	 	(q) 	
      Intermeccanica has the personnel, expertise, know-how and
      equipment necessary to manufacture and supply the Assembled Products in
      accordance with applicable laws, rules and regulations and as contemplated
      by this Agreement.



2.2        ElectraMeccanica
hereby represents and warrants to Intermeccanica, and acknowledges and agrees
that Intermeccanica is relying upon the accuracy of same in entering into this
Agreement, that as at the date hereof: 

	 	(a) 	
      ElectraMeccanica is duly and validly formed, organized
      and subsisting and in good standing with respect to the filing of annual
      reports under the laws of the Province of British Columbia, and has all
      requisite corporate power, capacity and authority to own, lease and
      otherwise hold its assets and to otherwise carry on ElectraMeccanica’s
      Business as presently conducted;

	 	 	 
	 	(b) 	
      there is no bankruptcy, insolvency, liquidation,
      winding-up or other similar proceeding or any Legal Proceeding in
      progress, pending or threatened by or against ElectraMeccanica before any
      court or regulatory or administrative agency, authority or
  tribunal;







- 6 - 

	 	(c) 	
      ElectraMeccanica has the legal power, capacity and
      competence and has obtained all necessary approvals by its directors,
      shareholders, partners and others, including all Governmental Authorities
      and third parties, and has taken all other necessary corporate and other
      actions and proceedings, to authorize the entering into and execution of
      this Agreement and the taking of all actions required pursuant hereto;
      and

	 	 	 	 
	 	(d) 	
      this Agreement has been duly and validly executed by
      ElectraMeccanica and constitutes a legal, valid and binding obligation
      enforceable against it in accordance with its terms except that:

	 	 	 	 
	 		(i) 	
      enforceability may be limited by bankruptcy, insolvency
      or other laws affecting creditors’ rights generally;

	 	 	 	 
	 		(ii) 	
      rights of indemnity and contribution hereunder may be
      limited under applicable law,

	 	 	 	 
	 		(iii) 	
      equitable remedies, including the remedies of specific
      performance and injunctive relief, are available only in the discretion of
      the applicable court; and

	 	 	 	 
	 		(iv) 	
      a court may stay proceedings before them by virtue of
      equitable or statutory powers,

	 		 	 
	 		and the entering into and execution of this Agreement and the
      taking of all actions required pursuant hereto does not conflict with, or
      constitute a violation, default or breach under, or accelerate
      ElectraMeccanica’s obligations or revoke its rights and privileges under, as
      applicable, any term or provision of its constating documents; any resolutions
      of its directors, shareholders or partners; any laws applicable to it or any
      agreement to which it is bound; or any judgement, decree or order to which it is
    named or is bound. 



2.3        The
representations and warranties made by the parties and contained in this
Agreement, or contained in any document or certificate given in order to carry
out the transactions contemplated hereby, will survive the termination of this
Agreement for the period of 60 months, notwithstanding any investigation made by
or on behalf of the parties. 

3.        
 LEASED PREMISES 

3.1        Sublease.
If Intermeccanica enters into a lease agreement with the Landlord for the
Leased Premises as contemplated by paragraph (a) of the fourth recital to this
Agreement, then concurrent with and conditional upon the execution and delivery
of such lease agreement by the parties thereto, Intermeccanica hereby grants to
ElectraMeccanica a sublease of the Subleased Premises on the terms contained
herein. 

3.2        Term.
Subject to the applicable lease agreement with the Landlord, any sublease
referred to in Section 3.1 shall commence on the Occupancy Date and extend for a
term of sixty (60) months from the Occupancy Date, following which the parties
may elect to extend the term on a month-to-month basis. 

	3.3 	
      Rent.

	 	 	 
		(a) 	
      In consideration for any sublease of the Subleased
      Premises as contemplated by Section 3.1 or if Intermeccanica and
      ElectraMeccanica enter into a lease agreement with the Landlord for the
      Leased Premises as contemplated by paragraph (b) of the fourth recital to
      this Agreement, ElectraMeccanica shall pay to Intermeccanica or to the
      Landlord directly an amount equivalent to 50% of the lease costs
      associated with the Leased Premises pursuant to the applicable lease,
      which costs include any strata fees, property taxes, utility fees and
      other charges associated with occupancy of the Leased Premises, up to a
      maximum amount of $4,000 per month or $48,000 per year. Subject to the
      applicable lease agreement with the Landlord, these amounts shall be
      payable by ElectraMeccanica to Intermeccanica or the Landlord in equal
      monthly instalments, with the first installment commencing on the
      Occupancy Date and each successive instalment being due on the date which
      is one (1) calendar month from the previous payment. In the event that
      Intermeccanica properly incurs expenses pursuant to the applicable lease
      agreement with the Landlord and which exceed the monthly installment
      amount, Intermeccanica shall notify ElectraMeccanica of these amounts and ElectraMeccanica
      shall promptly provide payment therefor. Intermeccanica shall promptly
      provide ElectraMeccanica with copies of all relevant statements with
      respect to the additional lease costs, together with the statement or
      statements, with appropriate computations, of such amounts, if
  any.








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	 	(b) 	
      ElectraMeccanica will also pay to Intermeccanica 25% of
      the lease costs associated with the Existing Premises pursuant to the
      applicable lease, which costs include any strata fees, property taxes,
      utility fees and other charges associated with occupancy of the Existing
      Premises. These amounts shall be payable by ElectraMeccanica to
      Intermeccanica in equal monthly instalments, with the first installment
      commencing on August 1, 2015 and each successive instalment being due on
      the date which is one (1) calendar month from the previous
  payment.



3.4        Condition of
the Leased Premises. If Intermeccanica enters into a lease agreement with
the Landlord for the Leased Premises as contemplated by paragraph (a) of the
fourth recital to this Agreement, then ElectraMeccanica will, prior to the
Occupancy Date and on Intermeccanica’s reasonable request therefor, advance
$10,000 to Intermeccanica to be used for improvement costs associated with the
Subleased Premises or such other amount as the parties mutually agree, acting
reasonably. All improvements made to the Subleased Premises shall require the
approval of ElectraMeccanica, which such approval shall not be unreasonably
withheld or delayed. 

3.5        Covenants of
ElectraMeccanica. ElectraMeccanica hereby convents with Intermeccanica that,
during any period of time for which Intermeccanica and ElectraMeccanica are
sharing the Leased Premises or the Existing Premises, ElectraMeccanica: 

	 	(a) 	
      will observe and perform the covenants, provisions and
      conditions of Intermeccanica and ElectraMeccanica under any lease
      agreement with the Landlord or the landlord for the Existing Premises, as
      applicable;

	 	 	 
	 	(b) 	
      will not use the Leased Premises or the Existing Premises
      for any purposes other than the assembly, development, marketing and sale
      of automobiles and automotive related products and any services or
      operations ancillary thereto; and

	 	 	 
	 	(c) 	
      will not assign any lease or sublease for the Leased
      Premises or the Existing Premises, in whole or in part, nor sublet all or
      any part of the Leased Premises or the Existing Premises or permit such
      premises to be used or occupied by any other person without the prior
      written consent of Intermeccanica, which consent may be arbitrarily or
      unreasonably withheld for any reason whatsoever.



3.6        Covenants of
Intermeccanica. Intermeccanica hereby convents with ElectraMeccanica that,
during any period of time for which Intermeccanica and ElectraMeccanica are
sharing the Leased Premises or the Existing Premises, Intermeccanica: 

	 	(a) 	
      will observe and perform the covenants, provisions and
      conditions of Intermeccanica and ElectraMeccanica under any lease
      agreement with the Landlord or the landlord for the Existing Premises, as
      applicable;

	 	 	 
	 	(b) 	
      will not use the Leased Premises or the Existing Premises
      for any purposes other than the assembly, development, marketing and sale
      of automobiles and automotive related products and any services or
      operations ancillary thereto; and

	 	 	 
	 	(c) 	
      will not assign any lease or sublease for the Leased
      Premises or the Existing Premises, in whole or in part, nor sublet all or
      any part of the Leased Premises or the Existing Premises or permit such
      premises to be used or occupied by any other person without the prior
      written consent of ElectraMeccanica, which consent may be arbitrarily or
      unreasonably withheld for any reason
whatsoever.







- 8 - 

	3.7 	
      Indemnification.

	 	 	 
		(a) 	
      ElectraMeccanica shall indemnify Intermeccanica and save
      it harmless from and against all claims, actions, damages, liabilities,
      costs and expenses in connection with loss of life, personal injury or
      damage to property arising from any occurrence on the Leased Premises or
      the Existing Premises, or the occupancy or use of the Leased Premises or
      the Existing Premises, or occasioned wholly or in part by an act or
      omission of ElectraMeccanica, its employees, agents, customers,
      contractors or other invitees, licensees or concessionaires or by anyone
      permitted by ElectraMeccanica to be on the Leased Premises or the Existing
      Premises or by any breach by ElectraMeccanica of its covenants, conditions
      or agreements under this Agreement or any lease agreement between
      ElectraMeccanica and the Landlord or the landlord for the Existing
      Premises.

	 	 	 
		(b) 	
      Intermeccanica shall indemnify ElectraMeccanica and save
      it harmless from and against all claims, actions, damages, liabilities,
      costs and expenses in connection with loss of life, personal injury or
      damage to property arising from any occurrence on the Leased Premises or
      the Existing Premises, or the occupancy or use of the Leased Premises or
      the Existing Premises, or occasioned wholly or in part by an act or
      omission of Intermeccanica, its employees, agents, customers, contractors
      or other invitees, licensees or concessionaires or by anyone permitted by
      Intermeccanica to be on the Leased Premises or the Existing Premises or by
      any breach by Intermeccanica of its covenants, conditions or agreements
      under this Agreement or any lease agreement between Intermeccanica and the
      Landlord or the landlord for the Existing
Premises.



4.         
PRODUCT ASSEMBLY 

4.1        Exclusivity.
ElectraMeccanica hereby retains Intermeccanica to assemble the Assembled
Products on behalf of ElectraMeccanica and, subject to Section 4.2, agrees that
Intermeccanica will be the sole assembler of all Assembled Products marketed and
sold by ElectraMeccanica. Intermeccanica hereby agrees to assemble the Assembled
Products on behalf of ElectraMeccanica and agrees that Intermeccanica will not
assemble any products for any other person that carries on a business that is
the same as or similar to ElectraMeccanica’s Business. 

4.2        Orders and
Fulfillment. All requests for the assembly of Assembled Products shall be
initiated by the issuance of purchase orders to Intermeccanica by
ElectraMeccanica (“Purchase Orders”). Intermeccanica will have five
business days from the delivery of each Purchase Order to accept or reject such
Purchase Order. If Intermeccanica does not notify ElectraMeccanica of the
acceptance or rejection of any Purchase Order within such five-day period then
Intermeccanica will be deemed to have accepted such Purchase Order. If
Intermeccanica rejects any Purchase Order for any reason, then ElectraMeccanica
may elect to have the Assembled Products covered by such Purchase Order
assembled by any other person.

4.3        Assembly Fee.
The parties acknowledge and agree that the Assembled Products will be
assembled on a cost-plus basis, with a margin to be established at the time of
production upon the mutual agreement of Intermeccanica and ElectraMeccanica,
acting reasonably (plus all applicable taxes). Intermeccanica will invoice
ElectraMeccanica for the total cost of production of a particular Assembled
Product upon delivery of the Assembled Product to ElectraMeccanica and such
invoice shall, subject to Section 4.5, be due and payable within 30 days after
the date of such invoice (less any deposits or other instalments that may have
been previously paid) regardless of the final sale of any Assembled Product to a
consumer. Intermeccanica covenants to at all times use its best efforts to
minimize all labour and materials costs associated with the assembly of the
Assembled Products. In addition, Intermeccanica confirms and agrees that it has
invested and will continue to invest in such processes and manufacturing and
production infrastructure as are necessary to ensure the good quality of the
Assembled Products and to ensure the timely delivery of all Assembled Products
that are assembled under this Agreement. 

4.4        Product
Design. Prior to the production of any Assembled Product by Intermeccanica,
ElectraMeccanica will, in or with the applicable Purchase Order, submit final
drawings, specifications and schematics for that particular Assembled Product
(the ”Specifications”). Intermeccanica acknowledges and agrees that it
will not make or cause or allow to be made any changes or modifications the
Specifications without the prior written consent of ElectraMeccanica. 

4.5        Lead Times and
Delivery. Intermeccanica will assemble and deliver to ElectraMeccanica all
Assembled Products that are covered by accepted Purchase Orders within the time
prescribed by the applicable Purchase Orders. For the purposes of this Agreement, an Assembled
Product will be considered to be delivered when it is delivered FOB in
accordance with Incoterms® 2010 to ElectraMeccanica at the Leased Premises or to
such other British Columbia address as ElectraMeccanica may advise
Intermeccanica in writing from time to time. Unless otherwise agreed,
Intermeccanica shall not assume any responsibility for delivery of Assembled
Products to storage, wholesalers or consumers.




- 9 - 

4.6        Consent
Required to Subcontract. Intermeccanica acknowledges and agrees that it may
not subcontract the production of all or certain portions of the final Assembled
Product to third-parties, or acquire various completed components from
third-parties to be utilized in the final Assembled Product, without the prior
written consent of ElectraMeccanica. 

4.7        Warranty.
Intermeccanica will manufacture and supply the Assembled Products in
accordance with applicable laws, rules and regulations and as contemplated by
this Agreement. Intermeccanica further acknowledges and agrees that each
Assembled Product shall conform to the Specifications and be free from defects
in workmanship, under normal use and service, for two full years after delivery.
In the event of a non-conformance with any Specifications or a defect in
workmanship in an Assembled Product or any part of an Assembled Product during
the applicable warranty period, Intermeccanica, at the request of
ElectraMeccanica to do so, will as soon as possible and at the sole cost and
expense of Intermeccanica, repair, replace or otherwise make good, at
Intermeccanica’s expense, the defective Assembled Product or part of the
Assembled Product. 

4.8        Termination by
ElectraMeccanica. ElectraMeccanica reserves the right to terminate the
assembly arrangement set forth in this Article 4 upon the delivery of ninety
(90) days’ prior written notice to Intermeccanica, in which case
ElectraMeccanica shall pay to Intermeccanica $1,000 for every production vehicle
sold by ElectraMeccanica, or any direct or indirect subsidiary or affiliate of
ElectraMeccanica, during the 18 months immediately following the effective date
of the termination (the “Royalties”), up to a maximum amount of $500,000,
which Royalties shall be paid by ElectraMeccanica to Intermeccanica on a monthly
basis commencing with the month immediately following the effective date of
termination of this Agreement and ending after the 19th month
following the effective date of termination of this Agreement. 

4.9        Termination by
Intermeccanica. Intermeccanica reserves the right to terminate the assembly
arrangement set forth in this Article 4 on ninety (90) days written notice to
ElectraMeccanica. On the effective date of such termination, Intermeccanica
shall deliver to ElectraMeccanica any Assembled Products in progress at the
time, along with any product design materials associated with any Assembled
Products. 

5.         
BUY-OUT AGREEMENT 

5.1       
Interpretation. For the purposes of this Agreement, completion of a
“Public Listing” shall be deemed to occur on the closing date of any
transaction which is included in the definition of a Public Listing. 

5.2        Put Option.
At any time during the ninety (90) day period immediately following the
completion by ElectraMeccanica of a Public Listing (the “Put Option
Period”), either Henry or ElectraMeccanica shall have the right to cause
ElectraMeccanica or, at the option of ElectraMeccanica, a designee of
ElectraMeccanica, to purchase all (but not less than all) of the Shares (the
“Put Option”) from the holders of such Shares (the “Vendors”).

5.3        Exercise
Process. The Put Option may be exercised by Henry or ElectraMeccanica by
delivering a written notice to the other within the Put Option Period. The
parties acknowledge that the Put Option shall operate as an option only, and
nothing shall require or entitle Henry or ElectraMeccanica to exercise or compel
the exercise of the Put Option. The exercise of the Put Option shall be
irrevocable once made.

	5.4 	
      Purchase Price and Allocation.

	 	 	 	 
		(a) 	
      The purchase price payable for the Shares as a
      consequence of the exercise of the Put Option (the “Purchase
      Price”) shall be the greater of $5,000,000 and the sum of:

	 	 	 	 
			(i) 	
      the book value of the assets of Intermeccanica as
      determined as of the date of the completion of the Public Listing and in
      accordance with Section 5.4(b) (the “Book Value”);
  plus







- 10 - 

	 	(ii) 	
      the proportion of the value imputed to ElectraMeccanica
      by the Public Listing (the “Total Equity Value”) determined in
      accordance with the following:

	 	 	 	 
	 		(A) 	
      20% of the first $10,000,000 in Total Equity Value;
      plus

	 	 	 	 
	 		(B) 	
      10% of the Total Equity Value between $10,000,000.01 and
      $30,000,000; plus

	 	 	 	 
	 		(C) 	
      5% of the Total Equity Value in excess of
    $30,000,000.




	 	(b) 	
      The Book Value of the assets of Intermeccanica and the
      allocation of the Purchase Price to the Shares will be as agreed upon by
      Henry and ElectraMeccanica, acting honestly and in good faith, within 30
      days after the date of exercise of the Put Option, provided that Henry and
      ElectraMeccanica are able to agree upon the Book Value and allocation of
      the Purchase Price to the Shares within such 30-day period. If Henry and
      ElectraMeccanica are unable to agree upon the Book Value or the allocation
      of the Purchase Price to the Shares within 30 days after the date of
      exercise of the Put Option, then Henry and ElectraMeccanica will forthwith
      engage an independent chartered business valuator (the “Valuator”),
      at the equal expense of Henry and ElectraMeccanica, to determine the Book
      Value or the allocation of the Purchase Price to the Shares (as of the
      date of completion of the Public Listing), as applicable, in accordance
      with generally accepted accounting principles as soon possible and in any
      event within 60 days after the date of the engagement of the Valuator. Any
      Book Value or Purchase Price allocation determination in accordance with
      this Section 5.4(b), whether as a result of the agreement of Henry and
      ElectraMeccanica or the determination of the Valuator, will be final and
      binding on the parties (for certainty, there will be no appeal from such
      determination).




	5.5 	
      Payment of the Purchase Price.

	 	 	 	 
		(a) 	
      The 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 Purchase Price,
      provided that, at the election of Henry to be made by written notice to
      ElectraMeccanica at least 15 days prior to the Closing Date, the Vendors
      shall be entitled to receive a minimum of $300,000 in the aggregate and a
      maximum of 50% of the Purchase Price in the aggregate, in cash (provided
      that the cash consideration shall not exceed 20% of ElectraMeccanica’s
      free cash on hand).

	 	 	 	 
		(b) 	
      Henry acknowledges and agrees, for himself and for every
      other Vendor, that:

	 	 	 	 
			(i) 	
      there are risks associated with the acquisition of the
      Consideration Shares;

	 	 	 	 
			(ii) 	
      any resale of the Consideration Shares by the Vendors
      will be subject to resale restrictions contained in the securities laws
      applicable to ElectraMeccanica, the Vendors and any proposed transferee
      and it is the responsibility of the Vendors to find out what those
      restrictions are and to comply with such restrictions before selling any
      of the Consideration Shares;

	 	 	 	 
			(iii) 	
      there may be material tax consequences to the Vendors of
      an acquisition or disposition of the Consideration Shares;

	 	 	 	 
			(iv) 	
      the Vendors consent to the placement of a legend or
      legends on any certificate or other document evidencing any of the
      Consideration Shares setting forth or referring to the restrictions on
      transferability and sale thereof pursuant to securities laws or applicable
      stock exchange escrow policies; and

	 	 	 	 
			(v) 	
      ElectraMeccanica has advised Henry that, in connection
      with the issuance of the Consideration Shares, ElectraMeccanica may need
      to rely on an exemption from the requirements to provide the Vendors with
      a prospectus under provincial securities laws and other applicable
      securities laws.







- 11 - 

5.6        Conditions
Precedent to Closing. The obligation of ElectraMeccanica or its designee to
complete the purchase of the Shares upon the exercise of the Put Option will be
subject to the following conditions being satisfied or waived in writing by
ElectraMeccanica or its designee on or before the Closing Date:

	 	(a) 	
      the purchase of the Shares and the payment of the
      Purchase Price will not, in the reasonable opinion of ElectraMeccanica or
      its designee, constitute a violation of any law, stock exchange
      rules/policies or of any contract or agreement to which ElectraMeccanica
      or its designee is a party to or bound (including any credit or financing
      agreements) or if such purchase or payment would render ElectraMeccanica
      or its designee insolvent;

	 	 	 	 
	 	(b) 	
      the representations and warranties of Intermeccanica and
      Henry made in or pursuant to this Agreement will be true and accurate with
      the same force and effect as though such representations and warranties
      had been made as of the Closing Date. In addition, Intermeccanica and
      Henry will have complied with all covenants and agreements in this
      Agreement to be performed or caused to be performed by them at or prior to
      the Closing Date;

	 	 	 	 
	 	(c) 	
      between the date of this Agreement and the Closing Date
      there will not have been:

	 	 	 	 
	 		(i) 	
      any material adverse change in any of the Shares,
      Intermeccanica’s assets or the financial condition, earnings, results of
      operations or prospects of Intermeccanica’s Business that has, or
      threatens to have, a material adverse effect on the Shares,
      Intermeccanica’s assets or the financial condition, earnings, results of
      operations or prospects of Intermeccanica’s Business or which might
      materially adversely affect the ability of ElectraMeccanica or its
      designee to carry on Intermeccanica’s Business after the Closing Date
      substantially as Intermeccanica’s Business is being conducted upon the
      date of this Agreement; or

	 	 	 	 
	 		(ii) 	
      any damage, destruction or loss, or other event,
      development or condition of any character (whether or not covered by
      insurance) which would have a material adverse effect on the Shares,
      Intermeccanica’s assets or Intermeccanica’s
Business;




	 	(d) 	
      between the date of this Agreement and the Closing Date,
      no law, rule or policy will have been made, and no action or proceeding
      (including a Legal Proceeding) will be pending or threatened, which is
      likely to result in an order, decision or ruling imposing any limitations
      or conditions which may have a material adverse effect on the Shares,
      Intermeccanica’s assets or the right of ElectraMeccanica or its designee
      to own the Shares or conduct Intermeccanica’s Business after closing on
      substantially the same basis as heretofore conducted;

	 	 	 
	 	(e) 	
      as of the Closing Date, no action or proceeding
      (including a Legal Proceeding) will be pending or threatened by any person
      to enjoin, restrict or prohibit any of the transactions contemplated
      hereby or the right of ElectraMeccanica or its designee to own the Shares
      or conduct Intermeccanica’s Business after closing on substantially the
      same basis as heretofore conducted;

	 	 	 
	 	(f) 	
      by the Closing Date, all filings, notifications and
      consents with, to or from Governmental Authorities and third parties
      required to permit the change of ownership of the Shares contemplated
      hereby without resulting in the violation of or a default under or any
      termination, amendment or acceleration of any obligation under any permit
      or material contract affecting Intermeccanica’s Business or otherwise
      materially adversely affecting Intermeccanica’s assets or Intermeccanica’s
      Business, will have been made, given or obtained on terms acceptable to
      ElectraMeccanica or its designee;

	 	 	 
	 	(g) 	
      by the Closing Date, Intermeccanica and Henry will have
      delivered, or caused to be delivered, to ElectraMeccanica or its designee,
      duly executed releases, in registrable form where applicable, or evidence
      to the satisfaction of ElectraMeccanica or its designee as to the
      discharge of all Adverse Interests against the Shares and Intermeccanica’s
      assets (including the BMO Security); and

	 	 	 
	 	(h) 	
      on or before the Closing Date, Intermeccanica and Henry
      will have delivered, or cause to be delivered, to ElectraMeccanica or its
      designee, the following documents and instruments in form and substance
      satisfactory to ElectraMeccanica or its designee, acting
  reasonably:







- 12 - 

	 	(i) 	
      a bringdown certificate of Intermeccanica and Henry
      confirming that (A) the representations and warranties of Intermeccanica
      and Henry set forth in this Agreement (and Section 2.1 in particular) are
      true and accurate in all material respects at the Closing Date with the
      same force and effect as though such representations and warranties had
      been made as of the Closing Date and (B) Intermeccanica and Henry have
      complied in all material respects with all covenants and agreements herein
      agreed to be performed by them at or prior to the Closing Date;

	 	 	 
	 	(ii) 	
      certified copies of all necessary resolutions,
      authorizations and proceedings of the Vendors and Intermeccanica that are
      required to be taken or obtained to permit the due and valid transfer and
      registration of the Shares to and in the name of ElectraMeccanica or its
      designee;

	 	 	 
	 	(iii) 	
      all share certificates representing the Shares endorsed
      for transfer to ElectraMeccanica or its designee (or, alternatively,
      instruments of transfer of the Shares from the Vendors in favour of
      ElectraMeccanica or its designee);

	 	 	 
	 	(iv) 	
      a duly issued share certificate representing the Shares
      registered in the name of ElectraMeccanica or its designee;

	 	 	 
	 	(v) 	
      resignations and general releases of claims from each of
      the directors and officers of Intermeccanica;

	 	 	 
	 	(vi) 	
      the minute books and other books and records of
      Intermeccanica; and

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



5.7        Additional
Terms and Conditions of Closing. The terms and conditions set out below will
apply to the completion of the purchase and sale of the Shares resulting from
the exercise of the Put Option in accordance with this Article 5:

	 	(a) 	
      the closing date will be the Closing Date;

	 	 	 
	 	(b) 	
      the closing will take place at 10:00 a.m. on the Closing
      Date at the office of ElectraMeccanica’s solicitors or such other time or
      place as the parties may otherwise agree, provided that the closing may
      occur on the basis of an exchange of solicitors’ undertakings between the
      parties’ solicitors in lieu of a physical closing;

	 	 	 
	 	(c) 	
      all cash amounts payable in respect of the Purchase Price
      will be paid on the Closing Date in Canadian funds by way of wire
      transfer, bank draft, certified cheque, cashier’s cheque or other means of
      immediately available funds;

	 	 	 
	 	(d) 	
      each party will, from time to time, before, on and after
      Closing Date, execute, acknowledge and deliver, or cause to be executed,
      acknowledged and delivered, all further documents and instruments, and
      will do and cause to be done all such further acts and things, as the
      other party may reasonably require to give full effect to the purchase and
      sale of the Shares as contemplated by this Article 5; and

	 	 	 
	 	(e) 	
      time will be of the essence.



5.8        No Assumption
of Liabilities, Warranties or Employees/Employment Obligations. The parties
acknowledge and agree that ElectraMeccanica or its designee shall not, directly
or indirectly, assume, and will not be obligated by this Agreement or any other
document, instrument or agreement delivered pursuant to this Agreement to pay,
perform, discharge or otherwise be responsible for, any debts, liabilities or
obligations (including warranties of any kind) of Intermeccanica or
Intermeccanica’s Business, whether accrued, absolute, contingent or otherwise,
oral or written, disclosed or undisclosed. For certainty and without limiting
the generality of the foregoing, following the Closing Date, ElectraMeccanica or its
designee may at its option cause Intermeccanica to terminate the employment of
any employees of Intermeccanica, which such employees (and any associated debts,
liabilities or obligations, including severance) Henry will be solely
responsible for. In furtherance of the foregoing, Henry shall indemnify and hold
harmless ElectraMeccanica, Intermeccanica and ElectraMeccanica’s and
Intermeccanica’s affiliates, subsidiaries, directors, officers, shareholders,
employees and agents (collectively, the “Indemnified Parties”) from and
against any and all loss, liability, damage, cost or expense arising out of any
claim or lawsuit, actual or threatened, which the Indemnified Parties or any of
them may suffer, sustain or become subject to, as a result of, or in connection
with any debts, liabilities or obligations (including warranties of any kind) of
Intermeccanica or Intermeccanica’s Business, whether accrued, absolute,
contingent or otherwise, oral or written, disclosed or undisclosed, that are
existing as of the Closing Date. 




- 13 - 

5.9        Tax
Matters. ElectraMeccanica shall cooperate with the Vendors in structuring
the transfer of the Shares to ElectraMeccanica or its designee pursuant to the
Put Option so that the transaction may be structured tax-efficiently from the
standpoint of the Vendors, provided that in the reasonable opinion of
ElectraMeccanica there are no associated material adverse consequences to
ElectraMeccanica or its designee to doing so. 

5.10      Ownership of
Name. Should at any time following the Closing Date ElectraMeccanica cease
carrying on ElectraMeccanica’s Business, ElectraMeccanica agrees, to the extent
of its authority and capability, to permit Henry or his designee to use the name
“Intermeccanica International Inc.” and any variant thereof.

6.         
CONFIDENTIALITY 

6.1        The parties
acknowledge and agree that this Agreement, the transactions contemplated herein
and all technical and other information concerning the activities contemplated
herein otherwise directly or indirectly learned by the party shall be treated as
confidential information, and the parties shall not copy, transmit, publish or
otherwise disclose, disseminate or use such information, including use in
violation of insider trading, tipping and other provisions of applicable
securities laws, without the express written consent of the parties hereto,
unless: 

	 	(a) 	
      such information is or becomes available to the public
      other than by way of a breach of the confidentiality obligation hereunder;
      or

	 	 	 
	 	(b) 	
      such disclosure is required by applicable laws or the
      regulatory requirements, in which case Section 6.2 shall
  apply.



6.2 Subject to the requirements of applicable securities laws
and regulatory authorities, including the requirements of any recognized
exchange or market having jurisdiction over a respective party to this
Agreement, no party shall make any public disclosure (including press releases)
concerning this Agreement, or the transactions contemplated herein, without the
express written consent of the other party, which consent shall not be
unreasonably withheld. The party issuing any such public disclosure shall
provide reasonable notice to and shall use reasonable efforts to consult with
and accommodate comments from the other parties prior to issuing any such public
disclosure, and if the disclosure is required and the parties cannot agree to
the content thereof within two business days, the party making the disclosure
shall only make such public disclosure as is legally required or is otherwise
reasonable in the circumstances.

7.         
FORCE MAJEURE 

7.1        Events.
Notwithstanding any other provisions contained herein, a party will not be
liable for its failure to perform any of its obligations under this Agreement
due to a cause beyond its control (except those caused by its own lack of
funds), including (a) fire, flood, explosions and other acts of God; (b) war;
(c) protests, demonstrations or other events causing work stoppages by
environmental lobbyists, non-governmental organizations or local community
groups; (d) strikes, lockouts or other industrial disturbances; or (e) laws,
rules, regulations or orders of any duly constituted court or Governmental
Authority (each, an “Intervening Event”). 

7.2        Effect of
Intervening Events. All time limits imposed by this Agreement (other than
for the payment of monies) will be extended by a period equivalent to the period
of delay resulting from an Intervening Event described in Section 7.1. 




- 14 - 

7.3        Obligation to
Remove Intervening Events. A party relying on the provisions of this Article
7 will take all commercially reasonable steps to eliminate any Intervening Event
and, if possible, will perform its obligations under this Agreement as far as
practical, but nothing herein will require such party to settle or adjust any
labour dispute or to question or test the validity of any law, rule, regulation
or order of any duly constituted court or Governmental Authority or to complete
its obligations under this Agreement if an Intervening Event renders completion
impossible. 

7.4        Giving Notice.
A party relying on the provisions of this Article 7 will give notice to the
other party forthwith upon the occurrence of the Intervening Event and upon the
end of the period of delay when such Intervening Event has been eliminated or
rectified. 

8.         
ARBITRATION 

8.1        Subject to
Section 5.4(b), any dispute, controversy or claim arising out of or relating to
this Agreement or the breach, termination or invalidating thereof, shall be
settled by arbitration of a single arbitrator pursuant to the Arbitration
Act (British Columbia) and the rules of the British Columbia International
Commercial Arbitration Centre in Vancouver, BC. The place of arbitration shall
be Vancouver, BC and the language of the arbitration shall be English. The
parties waive any rights under any applicable law to appeal any arbitration
proceedings or award. 

9.         
TERMINATION 

9.1        This Agreement
shall automatically terminate upon the completion of the purchase and sale of
the Shares pursuant to the Put Option. Otherwise, this Agreement may only be
terminated by written agreement of ElectraMeccanica and Intermeccanica, unless
otherwise provided for herein.

9.2        On termination of
this Agreement, ElectraMeccanica shall remain liable for the costs associated
with the completion of any Assembled Products which are in process at the time
of termination, along with all costs and expenses incurred, accrued or paid, by
Intermeccanica, in connection with the production of such Assembled Products up
to and include the date of termination.

9.3        Promptly after
termination of this Agreement, the parties shall take all commercially
reasonable actions necessary to wind up the activities of the joint operation
contemplated herein. Without limiting the generality of the foregoing,
Intermeccanica shall make all commercially reasonable efforts to complete any
Assembled Products which are in process at the time of termination, and will
promptly invoice ElectraMeccanica for all costs and expenses incurred, accrued
or paid in connection with such efforts. 

9.4        Sections 3.7,
4.7, 11.2, 11.3, 11.4, 11.5, 11.6 and 12.1 and Articles 6, 8, 9 and 12 of this
Agreement shall survive any termination of this Agreement. 

10.       
OTHER PROPERTY/RELATIONSHIP MATTERS 

10.1      No Partnership;
Other Activities and Interests. The parties expressly acknowledge and agree
to and with each other that: 

	 	(a) 	
      they have not created a partnership and nothing contained
      herein will constitute either party the partner, agent or legal
      representative of the other party, or create any fiduciary relationship
      between them for any purpose whatsoever;

	 	 	 
	 	(b) 	
      no party will have any authority to act for, or to assume
      any obligation or responsibility on behalf of, any other party except as
      otherwise expressly provided herein; and

	 	 	 
	 	(c) 	
      this Agreement and the rights and obligations of the
      parties hereunder are strictly limited to the activities contemplated
      herein, and save as herein specifically set out (and in particular
      Sections 11.1 and 11.2) , and without limiting the generality of this
      Section 10.1, each party will have the free and unrestricted right to
      enter into, conduct and benefit from business ventures and activities of
      any kind whatsoever, without disclosing such activities or information to
      the other party, or inviting or allowing the other party to
      participate.







- 15 - 

11.       
COVENANTS OF THE PARTIES 

	11.1 	
      From the date of this Agreement until the termination of
      this Agreement in accordance with Article 9:

	 	 	 
		(a) 	
      Intermeccanica will conduct Intermeccanica’s Business
      only in the ordinary course of business consistent with past practice and
      neither Intermeccanica nor Henry will, without the prior written consent
      of ElectraMeccanica, enter into any transaction or refrain from doing any
      action that would constitute a breach of any representation, warranty,
      covenant or other obligation of Intermeccanica or Henry contained herein,
      and provided further that, without limiting the generality of the
      foregoing, neither Intermeccanica nor Henry will transfer, lease, license,
      sell or otherwise dispose of, or cause or permit any of the foregoing to
      occur with respect to, any of the Shares or Intermeccanica’s assets,
      except for inventory, or permit any Adverse Interest (other than the BMO
      Security) to attach to or affect any of Intermeccanica’s assets or the
      Shares, other than in the ordinary course of business consistent with past
      practice;

	 	 	 
		(b) 	
      Intermeccanica will carry on Intermeccanica’s Business in
      compliance with laws and perform its obligations under all contracts and
      permits in respect of Intermeccanica’s Business or its assets;

	 	 	 
		(c) 	
      Intermeccanica will continue to maintain in full force
      and effect all policies of insurance or renewals now in effect, and will
      take out, at the expense of ElectraMeccanica, such additional insurance as
      may be reasonably requested by ElectraMeccanica, and will give all notices
      and present all claims under all policies of insurance in a timely
      fashion;

	 	 	 
		(d) 	
      Intermeccanica will use commercially reasonable efforts
      to preserve intact Intermeccanica’s Business and its assets and to carry
      on Intermeccanica’s Business as currently conducted, and to promote and
      preserve for ElectraMeccanica the goodwill of suppliers, customers and
      others having business relations with Intermeccanica;

	 	 	 
		(e) 	
      Intermeccanica will pay and discharge the liabilities of
      Intermeccanica relating to Intermeccanica’s Business in the ordinary
      course in accordance and consistent with the past practice of
      Intermeccanica; and

	 	 	 
		(f) 	
      Intermeccanica will not take any action, directly or
      indirectly, to encourage, initiate or engage in discussions or
      negotiations with, or provide any information to any person, other than
      ElectraMeccanica, concerning any merger, sale of substantial assets or
      shares or similar transaction involving Intermeccanica’s
  Business.



11.2      Intermeccanica and Henry
agree that, during the term of this Agreement and for a period of 24 months
after the end of the term of this Agreement (the “Restricted Period”),
neither Intermeccanica nor Henry will, directly or indirectly, either
individually or in conjunction with any other person or persons, partnership,
corporation or trust (whether as employee, principal, agent, shareholder,
consultant or in any other capacity whatsoever), carry on business as, be
engaged by, or work for a business that competes with ElectraMeccanica’s
Business in Canada or the United States. Intermeccanica and Henry further agree
that, during the Restricted Period, neither Intermeccanica nor Henry will,
without the prior written consent of ElectraMeccanica, either alone or jointly
with or on behalf of any person or entity, directly or indirectly solicit any
person who, at the applicable time, is an employee or independent contractor of
ElectraMeccanica, for the purpose of inducing him, her or it to terminate his,
her or its employment or contract for services with ElectraMeccanica. 

11.3      ElectraMeccanica agrees
that, during the Restricted Period, ElectraMeccanica will not, directly or
indirectly, either individually or in conjunction with any other person or
persons, partnership, corporation or trust (whether as employee, principal,
agent, shareholder, consultant or in any other capacity whatsoever), carry on
business as, be engaged by, or work for a business that competes with
Intermeccanica’s Business in Canada or the United States. ElectraMeccanica
further agrees that, during the Restricted Period, ElectraMeccanica will not,
without the prior written consent of Intermeccanica, either alone or jointly
with or on behalf of any person or entity, directly or indirectly solicit any
person who, at the applicable time, is an employee or independent contractor of
Intermeccanica, for the purpose of inducing him, her or it to terminate his, her
or its employment or contract for services with Intermeccanica. 




- 16 - 

11.4      The parties
acknowledges that the restrictions contained in Sections 11.2 and 11.3 are
reasonable and necessary to protect the legitimate interests of ElectraMeccanica
and Intermeccanica, respectively, that the parties would not have entered into
this Agreement in the absence of such restrictions and that any violation of any
provision Section 11.2 or 11.3 could result in irreparable injury to
ElectraMeccanica or Intermeccanica, as applicable. Accordingly, each of the
parties agrees that, in the event that such party violates any of the
restrictions referred to in Section 11.2 or 11.3, as applicable, the other party
will be entitled to such injunctive relief or other remedies at law or in equity
which the court deems fit.

11.5      All Developments will be the
exclusive property of ElectraMeccanica and ElectraMeccanica will have sole
discretion to deal with Developments. Intermeccanica agrees that no intellectual
property rights in the Developments are or will be retained by Intermeccanica.
For greater certainty, all work done during the term of this Agreement (or
during any other periods in which Intermeccanica provides services to
ElectraMeccanica) is the sole property of ElectraMeccanica as the first author
for copyright purposes and in respect of which all copyright will vest in
ElectraMeccanica. Intermeccanica will do all further things that may be
reasonably necessary or desirable in order to give full effect to this Section
11.5. Without limiting the generality of the foregoing, if Intermeccanica’s
cooperation is required in order for ElectraMeccanica to obtain or enforce legal
protection of the Developments, Intermeccanica will provide that cooperation so
long as ElectraMeccanica pays to Intermeccanica reasonable compensation for
Intermeccanica’s time at a rate to be agreed between Intermeccanica and
ElectraMeccanica.

11.6      Intermeccanica
acknowledges that it may become aware of “personal information” (as such term is
defined in the Personal Information Protection Act (British Columbia) or
analogous, applicable legislation) which is collected, used or disclosed by
ElectraMeccanica or transferred to ElectraMeccanica. Intermeccanica hereby
agrees and covenants with ElectraMeccanica that Intermeccanica will not, without
the prior written consent of ElectraMeccanica, disclose or make available such
personal information to any other person or entity except in accordance with
ElectraMeccanica’s instructions. Furthermore, and without limiting the
generality of the foregoing, Intermeccanica agrees that the personal information
of others provided to it by ElectraMeccanica will only be used for such purposes
as are specified herein and that ElectraMeccanica will not sell, trade, barter,
disclose or transfer such personal information to any other party except with
the prior written consent of ElectraMeccanica.

11.7      The parties acknowledge and
agree that they have approached and negotiated this Agreement and the documents
and instruments to be delivered pursuant to this Agreement or in connection with
the transactions contemplated by this Agreement in good faith and that they will
continue to act in such manner. In particular and without limiting the
generality of the foregoing, the parties agree to cooperate fully in good faith
with each other and their respective representatives in connection with any
steps required to be taken as part of their respective obligations under this
Agreement. 

11.8      Intermeccanica will,
throughout the term of this Agreement, at its own cost and expense, take out and
maintain in place errors and omissions and product liability insurance with such
coverage limits and deductibles and with such reputable insurers as are directed
by ElectraMeccanica from time to time and ElectraMeccanica will be a named
insured under each such policy of insurance. Such insurance will specify that
the insurer must provide ElectraMeccanica with at least thirty (30) days prior
written notice of any proposed cancellation or suspension of or change to such
insurance. Intermeccanica will provide evidence to ElectraMeccanica of
Intermeccanica’s compliance with this obligation from time to time whenever
requested by ElectraMeccanica. 

12.      
 NOTICES 

12.1      Any notice, communication or
delivery required or permitted to be given shall be in writing and effected by
personal delivery, facsimile (with electronic confirmed receipt) or by prepaid
mail to: 

	 	(a) 	
      If to ElectraMeccanica, at:

	 	 	 
	 		
      ElectraMeccanica Vehicles Corp. 
Suite 1102, 328 East
      11th Avenue 
Vancouver, BC V5T 4W1 
Attention:
  President







- 17 - 

	 	(b) 	
      If to Intermeccanica or Henry, at:

	 	 	 
	 		
      Intermeccanica International Inc. 
39 Braid Street
      
New Westminster, BC V3L 3P2 
Attention: Henry
  Reisner



and such shall be deemed to have been given (i) if effected by
personal delivery or by email, at the time of confirmed delivery unless such
occurs after the recipient’s customary business hours in which case it shall be
deemed to have been given on the next business day; and (ii) if effected by
prepaid mail, on the fourth business day after mailing excluding all days on
which postal service is disrupted.

13.      
 GENERAL 

13.1      International Sale of
Goods Act. The International Sale of Goods Act (British Columbia) and
the United Nations Convention on Contracts for the International Sale of Goods
(1980) will not apply in any way to this Agreement or to the transactions
contemplated by this Agreement or otherwise to create any rights or to impose
any duties or obligations on any party to this Agreement. Any rights which have
arisen or which might in the future arise under the International Sale of
Goods Act (British Columbia) or the United Nations Convention on Contracts
for the International Sale of Goods (1980) are waived and released by all
parties to this Agreement. 

13.2      Fees and Expenses.
Each of the parties hereto shall bear all expenses incurred by such party in
connection with the preparation and fulfillment of this Agreement, including the
fees and expenses of their legal counsel, accountants, financial and investment
advisors, brokers and finders. 

13.3      Entire Agreement and
Further Assurances. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof. The parties shall from time
to time prior to or after the execution and delivery of this Agreement execute
and deliver any and all such instruments and other documents and perform any and
all such acts and other things as may be necessary or desirable to carry out the
provisions and intent of this Agreement.

13.4      Amendments and
Waivers. Any amendments hereto or waivers in respect hereof shall only be
effective if made in writing and executed by the parties thereto. No waiver
shall constitute a waiver of any other provision or act as a continuing waiver
unless such is expressly provided for. 

13.5      Invalidity and
Limitation. The invalidity or unenforceability of any provision hereof shall
not affect or impair the validity or enforceability of the remainder of the
Agreement or any other provision hereof. In the event that any provision hereof
is invalid or unenforceable in a given jurisdiction, that shall not affect the
validity or enforceability of the provision in any other jurisdiction.

13.6      Time of the Essence.
Subject to Article 7, time is of the essence of this Agreement.

13.7      Remedies Cumulative.
The rights and remedies of the parties under this Agreement are cumulative
and in addition to and not in substitution for any rights or remedies provided
by law. Any single or partial exercise by any party hereto of any right or
remedy for default or breach of any term, covenant or condition of this
Agreement does not waive, alter, affect or prejudice any other right or remedy
to which such party may be lawfully entitled for the same or other default or
breach. 

13.8      Governing Law.
This Agreement shall be exclusively governed by and construed in accordance
with the laws of British Columbia and the laws of Canada applicable therein.


13.9      Assignment
and Enurement. This Agreement and any rights herein or
hereto shall not be assigned or otherwise transferred by any party hereto
without the express written consent of the other party hereto. This Agreement
shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. 




- 18 - 

13.10    Counterparts and Delivery.
This Agreement may be executed and delivered in two or more counterparts and
by facsimile. Each such counterpart and facsimile shall be deemed to form one
and the same and an originally executed instrument, bearing the date set forth
on the face page hereof notwithstanding the date of execution or delivery. 

13.11    Joint and Several. All
representations, warranties, covenants, agreements, liabilities and obligations
entered into or imposed upon either Intermeccanica or Henry hereunder will be
deemed to be both joint and several as among Intermeccanica and Henry. 

IN WITNESS WHEREOF the parties hereto have executed these
presents as of the day and year first above written. 

 

ELECTRAMECCANICA VEHICLES CORP.


 

	 	Per: 	/s/
      Jerry Kroll 
	 	  	Authorized Signatory 


 

INTERMECCANICA INTERNATIONAL INC.


 

	 	Per: 	/s/
      Henry Reisner 
	 	  	Authorized Signatory 


 


 

	/s/ Jerry Kroll	 	/s/
      Henry Reisner 
	Witness 	 	Henry Reisner 







 




SCHEDULE “B” 

EXISTING SHAREHOLDERS AND SHARE OWNERSHIP OF INTERMECCANICA


See attached.