JOINT OPERATING AGREEMENT

“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;

“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;

“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);

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

“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;

“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);

“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;

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

“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;

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

“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.

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

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.

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

Currency. A reference to currency shall refer to lawful currency of Canada.

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.

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.

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.

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

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.

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.

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;

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;

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, ▇▇▇▇▇ or the Shares before any court or regulatory or administrative agency, authority or tribunal;

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;

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;

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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (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;

Intermeccanica and ▇▇▇▇▇, 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;

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

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

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

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

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;

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;

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;

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);

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;

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;

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;

Intermeccanica, ▇▇▇▇▇ 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, ▇▇▇▇▇ 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, ▇▇▇▇▇ 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;

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

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.

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;

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;

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

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:

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

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

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

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

Rent.

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.

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.

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;

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

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.

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;

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

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.

Indemnification.

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.

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.

Purchase Price and Allocation.

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:

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

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

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

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

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

The Book Value of the assets of Intermeccanica and the allocation of the Purchase Price to the Shares will be as agreed upon by ▇▇▇▇▇ and ElectraMeccanica, acting honestly and in good faith, within 30 days after the date of exercise of the Put Option, provided that ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and ElectraMeccanica will forthwith engage an independent chartered business valuator (the “Valuator”), at the equal expense of ▇▇▇▇▇ 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 ▇▇▇▇▇ 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).

Payment of the Purchase Price.

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 ▇▇▇▇▇ 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).

▇▇▇▇▇ acknowledges and agrees, for himself and for every other Vendor, that:

there are risks associated with the acquisition of the Consideration Shares;

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;

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

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

ElectraMeccanica has advised ▇▇▇▇▇ 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.

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;

the representations and warranties of Intermeccanica and ▇▇▇▇▇ 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 ▇▇▇▇▇ 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;

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

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

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;

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;

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;

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;

by the Closing Date, Intermeccanica and ▇▇▇▇▇ 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

on or before the Closing Date, Intermeccanica and ▇▇▇▇▇ 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:

a bringdown certificate of Intermeccanica and ▇▇▇▇▇ confirming that (A) the representations and warranties of Intermeccanica and ▇▇▇▇▇ 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 ▇▇▇▇▇ 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;

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;

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);

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

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

the minute books and other books and records of Intermeccanica; and

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

the closing date will be the Closing Date;

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;

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;

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

time will be of the essence.

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

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

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;

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

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.

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

Intermeccanica will conduct Intermeccanica’s Business only in the ordinary course of business consistent with past practice and neither Intermeccanica nor ▇▇▇▇▇ 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 ▇▇▇▇▇ contained herein, and provided further that, without limiting the generality of the foregoing, neither Intermeccanica nor ▇▇▇▇▇ 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;

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;

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;

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;

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

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.

If to ElectraMeccanica, at:

ElectraMeccanica Vehicles Corp.
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Attention: President

If to Intermeccanica or ▇▇▇▇▇, at:

Intermeccanica International Inc.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇