Exhibit 10.1


 


 AMENDMENT NO. 1 TO THE


SALES AGREEMENT


 


THIS AMENDMENT NO.
1 TO THE SALES AGREEMENT, dated as of July 13, 2020, is entered into by and among Electrameccanica Vehicles Corp., a corporation
incorporated under the Business Corporations Act (British Columbia) (the “Company”), Stifel, Nicolaus &
Company, Incorporated (“Stifel”), as sales agent, and Roth Capital Partners, LLC (“Roth”,
and together with Stifel, the “Agents”), as sales agent, for whom Stifel is acting as representative (the “Amendment”). 
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sales Agreement
(as defined below).


 


WHEREAS, the Company
and the Agents have entered into that certain Sales Agreement, dated March 27, 2020 (the “Sales Agreement”),
with respect to the issuance and sale of the Placement Shares; and


 


WHEREAS, the Company
and the Agents desire to amend the Sales Agreement as set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing, the Company and the Agents hereby amend the Sales Agreement as follows:


 


1.                   The
heading on page 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000” shall be “$59,500,000”.


 


2.                   The
first sentence of the first paragraph of Section 1 of the Sales Agreement shall be amended such that the reference to “$30,000,000”
shall be “$59,500,000”.


 


3.                   Schedule
1 of the Sales Agreement (Form of Placement Notice) is amended by adding “, as amended on July 13, 2020” immediately
after “dated March 27, 2020”.


 


4.                  The
first sentence of the Form of Representation Date Certificate pursuant to Section 7(m) of the Sales Agreement is
amended to add the words “, as amended on July 13, 2020” immediately after “March 27, 2020”.


 


5.                  The
Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended, reflecting
this Amendment within two Business Days of the date hereof.


 


6.                  The
Company shall reimburse the Agents for the fees and disbursements of the Agents’ outside counsel in connection with this
Amendment in an amount not to exceed $25,000 in the aggregate without the Company’s prior written approval, which may be
by email and which shall not be unreasonably withheld, conditioned or delayed.


 


7.                  This
Amendment shall be and is hereby incorporated in and forms a part of the Sales Agreement.


 


8.                  This
Amendment shall be effective as of the date first above written.


 


9.                  This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or
electronic transmission.


 


10.                 This
Amendment shall, by this express agreement of the parties, be governed by, and construed and enforced in accordance with, the laws
of the State of New York, without regard to the conflicts of law provisions of the laws of the State of New York.  The Company
and the Agents each hereby consents to the application of New York civil law to the construction, interpretation and enforcement
of this Amendment, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relation
thereto, including but not limited to legal process, execution of judgments and other legal remedies.


 


11.                 Except
as set forth herein, the Sales Agreement shall remain in full force and effect.


 






     


     


    

  


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


		Electrameccanica Vehicles Corp.
	 	 	 
	 	By:	/s/ Baljinder K. Bhullar
	 	Name:	Baljinder K. Bhullar
	 	Title:	Chief Financial Officer
	 	 	 
	 	Stifel, Nicolaus & Company, Incorporated
	 	 	 
	 	By:	/s/ Lewis Chia
	 	Name:	Lewis Chia
	 	Title:	Managing Director
	 	 	 
	 	Acting on behalf of itself and as Representative
of the Agents