Electrameccanica Vehicles Corp.: Exhibit 10.5 - Filed by newsfilecorp.com









_________ 

	 
	 
	 
	 
	EXECUTIVE SERVICES
      AGREEMENT 
	 
	  
	  
	  
	Between: 
	 
	ELECTRAMECCANICA VEHICLES CORP. 
	  
	 
	 
	And: 
	 
	IAIN G. BALL 
	  
	  
	  
	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: 


	
      IAIN G. BALL, businessperson, having an
      address for notice and delivery located at Unit 49, 7501 Cumberland
      Street, Burnaby, British Columbia, Canada, V3N 4Y6 

	  
	(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 companies with valuable
management and development services and the Executive is the Company’s
Vice-President Finance; 

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 an executive of the Company, and
the Executive is hereby desirous of accepting such position, in order to provide
such related Services (as hereinafter defined) to the Company; 

D.          As a
consequence of the Executive’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 









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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 employment 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
to the office of Vice-President Finance of the Company, and on and after the
Effective Date the Executive will undertake and perform the duties and
responsibilities normally and reasonably associated with such office. The
Executive agrees that the Executive’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 hereunder are referred to as the
“Services”. 

2.2          In
this regard it is hereby acknowledged and agreed that the Executive 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”). 









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Conditions 

2.3          The
Executive’s employment under this Agreement is conditional upon the Executive:


	 	(a) 	
      receiving and maintaining all required regulatory and
      governmental licences and approvals of various jurisdictions as may be
      required to act as the Vice-President Finance 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 to fulfill all Services under this
  Agreement



Services to Subsidiaries 

2.4          The
Executive 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) 	
      the Executive may be appointed to the office of
      Vice-President Finance within the Company, and

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



Reporting 

2.5          The
Executive will report to the person holding the office of President of the
Company. The Executive will report fully on the management, operations and
business affairs of the Company and advise, to the best of the Executive’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 acknowledges that, as a senior or executive officer of the Company,
the Executive will owe a fiduciary duty to the Company. 

2.7          The
Executive will also: 

	 	(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 fiduciary obligations to
      the Company as a senior or executive officer thereof and 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












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



2.8          The
Executive acknowledges and agrees that all written and oral opinions, reports,
advice and materials provided by the Executive to the Company in connection with
the Executive’s employment 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 covenants and agrees 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 further covenants and agrees that no public references to the
Executive or disclosure of the Executive’s role in respect of the Company may be
made by the Executive without the prior written consent of the President in each
specific instance. 

2.9          The
Executive warrants that the Executive 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. In
particular, and in this regard, the Executive specifically warrants 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 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
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 will comply with all Canadian and foreign laws, whether federal,
provincial or state, applicable to the Executive’s respective duties and
obligations hereunder and, in addition, hereby represents and warrants that any
information which the Executive may provide to any person or company hereunder
will, to the best of the Executive’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. 

Article 3 
PLACE OF EMPLOYMENT


Relocation 

3.1          The
Executive 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 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. 









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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. 

Stock Options 

4.4         
Subject to the following and the provisions of section 4.5 hereinbelow, it is
hereby acknowledged and agreed that the Executive has already been granted, as
was originally contemplated, however, subject to the terms and conditions of the
Company’s existing stock incentive plan (the “Option Plan”),
initial incentive stock options (each an “Option”) to purchase an
aggregate of up to the following number of common shares (each an “Option
Share”) of the Company on the following terms: 

	 	(a) 	
      an aggregate of up to 500,000 Option Shares, at an
      exercise price of CAD$0.15 per Option Share, for an exercise period ending
      on August 13, 2022; and

	 	 	 
	 	(b) 	
      an aggregate of up to a further 750,000 Option Shares, at
      an exercise price of CAD$0.40 per Option Share, for an exercise period
      ending on December 9, 2022.



In this regard it is hereby acknowledged that the initial
Options granted to the Executive prior the Effective Date of this Agreement were
negotiated as between the Parties in the context of the stage of development of
the Company existing prior to the Effective Date of this Agreement.
Correspondingly, it is hereby acknowledged and agreed that any Options granted
by the Company to the Executive 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. 









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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 fully understands and acknowledges 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 acquires
      such Option Shares for investment and not with a view to distribution. The
      Executive is 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, if required, by the
      applicable Regulatory Authorities and the shareholders of the Company. The
      Company shall file, on behalf of the Executive, 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;

	 	 	 
	 	(c) 	
      Disposition of any Option Shares: the Executive
      further acknowledges and understands that, without in anyway limiting the
      acknowledgements and understandings as set forth hereinabove, the
      Executive agrees that the Executive shall in no event make any disposition
      of all or any portion of the Option Shares which the Executive 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 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 shall have furnished the Company with an opinion of the
Executive’s 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 counsel shall have been concurred in by counsel for
the Company and the Company shall have advised the Executive of such
concurrence; and 












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	 	(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 shall be entitled to exercise
      any Option granted hereunder and pay for the same by way of the prior
      agreement of the Executive, in the Executive’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, 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 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;

	 	 	 
	 	(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 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 hereby
acknowledges and agrees 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 under this Agreement or otherwise. 









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Article 5 
ANNUAL VACATION 

Period 

5.1          The
Executive 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 Executive’s Services; and
provided, further, that such weeks shall not be taken consecutively. In this
regard it is further understood hereby that the Executive’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
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. 

Article 6 
EXPENSES 

Reimbursement of Expenses 

6.1          The
Company will reimburse the Executive for all pre-approved and reasonable travel
and other out-of-pocket expenses incurred by the Executive directly related to
the performance of the Services (collectively, the “Expenses”). The
Executive 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 that constitutes just cause for
      dismissal of the Executive 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. 












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Termination by the Company for Just Cause


7.2          The
Company may terminate the employment 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 employment 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 employment 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. 

Death of the Executive 

7.5          The
employment of the Executive will terminate upon the death of the Executive. 

No Payments in Certain Events 

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

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

	 	 	 
	 	(b) 	
      by the voluntary termination of employment 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 the Executive during the continuance of this
Agreement in accordance with section 7.5 herein (the “Effective Date of
Termination” herein), provide the Executive’s estate and, if applicable, the
Executive’s immediate family members, with the following: 









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	 	(a) 	
      pay to the Executive’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 the Executive’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 employment 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:




	 	(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 during the next three
      months from the Effective Date of Termination assuming the Executive’s
      employment 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 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 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. 












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Payments in the Event of Termination upon a Change In
Control 

7.9          The
Company will, if the Executive terminates the Executive’s employment 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 during the next six
      months from the Effective Date of Termination assuming the Executive’s
      employment was not terminated and assuming the then current level of Group
      Benefits were continued for that six 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 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 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 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 employment 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. 









- 12 -

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, will at all times
remain the property of the Company and, on termination of the Executive’s
employment for any reason, the Executive will promptly deliver to the Company
all property of the Company in the possession of the Executive or directly or
indirectly under the control of the Executive, and will not reproduce or copy
any such property or other property of the Company. 

Article 8 
CONFIDENTIALITY 

Confidential Information 

8.1          The
Executive acknowledges that: 

	 	(a) 	
      the Executive may, during the course of employment 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

	 	 	 
	 	(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 will, while employed with the Company and at all times thereafter:

	 	(a) 	
      hold all Confidential Information that the Executive
      receives 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












- 13 - 

	 	(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 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 employment with the Company regardless of the
reasons for or manner of such termination. 

8.4         
Notwithstanding section 8.2 herein, the Executive 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 will co-operate fully with the Company at the expense of the Company
in seeking any such protective order. 

Article 9 
NON-COMPETITION AND
NON-SOLICITATION 

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

9.1          The
Executive acknowledges that the Executive’s Services under this Agreement are of
special, unique and extraordinary character which give the Executive 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, the Executive 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 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 agrees 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;

	 	 	 
	 	(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 without the necessity of proving
      actual damage to the Company; and












- 14 - 

	 	(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, 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 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
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 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

	 	 	 
	 	(b) 	
      continue to maintain the Executive’s Group
    Benefits.



Non-Solicitation 

9.4          The
Executive hereby agrees that the Executive 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 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 in connection with the Executive’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 employment or during regular
working hours and whether or not the Executive is specifically instructed to
conceive, develop, reduce to practice or otherwise make same. 









- 15 -

Exclusive Property 

10.2          The
Executive agrees 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. 

Disclosure 

10.4          The
Executive 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 hereby assigns and further agrees 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 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 hereby waives and further agrees 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 moral rights in respect of the Inventions. 

Further Assistance 

10.7          The
Executive agrees 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 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 hereby represents and warrants that the Executive is subject to no
contractual or other restriction or obligation that will in any manner limit the
Executive’s obligations under this Agreement or activities on behalf of the
Company. The Executive hereby represents and warrants to the Company that the
Executive has 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 not to
disclose the same. 









- 16 -

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. 

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: 









- 17 - 

	 	(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. 

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. 









- 18 - 

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. 

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 agrees 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 has no claim against the
Company arising from any Services provided by the Executive 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. 









- 19 - 

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; 
	 	  	  
	 	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:




	 	Unit 49, 7501 Cumberland Street, Burnaby, British
      Columbia, Canada, V3N 4Y6 
	 	Phone: 	(604) 808-7185 
	 	E-mail: 	iain.g.ball@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.









- 20 -

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.


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 acknowledges 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 agrees 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 and the
Company engage only in lawful collection, storage, use and disclosure of
personal information. 









- 21 -

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. 

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.] 









- 22 - 

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 	) 	  
	  	  	  
	SIGNED, SEALED and DELIVERED by 	) 	  
	IAIN G. BALL, 	) 	  
	the Executive herein, in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Witness Signature 	) 	/s/ Iain Ball 
	  	) 	IAIN G. BALL 
	  	) 	  
	Witness Address 	) 	  
	  	) 	  
	  	) 	  
	Witness Name and Occupation 	) 	  


_________