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Published: 2023-04-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)☒

Form 10-K Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2022

☐

Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to _______.

Commission file number: 001-38612

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

98-1485035

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification Number)

8057 North Fraser Way

Burnaby, British Columbia, Canada, V5J 5M8

(Address of principal executive offices)

Registrant’s telephone number, including area code (604) 428-7656

Securities registered under Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Shares, without par value

SOLO

The Nasdaq Stock Market LLC

Warrants, each to purchase one Common Share

SOLOW

The Nasdaq Stock Market LLC

Securities registered under Section 12(g) of the Exchange Act:

None.

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes

☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes

☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated

filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction or an error to previously issuedfinancial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recover analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to 240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes

☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s

most recently completed second fiscal quarter ($1.35 on June 30, 2022) was approximately $151,929,386.

The registrant had 119,287,917 common shares outstanding as of April 12, 2023.

Table of Contents
		TABLE OF CONTENTS
PART I			Page
Item 1				Business	5
Item 1A				Risk Factors	12
Item 1B				Unresolved Staff Comments	23
Item 2				Properties	23
Item 3				Legal Proceedings	23
Item 4				Mine Safety Disclosures	24
PART II
Item 5				Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Purchases	25
Item 6				Selected Financial Data	26
Item 7				Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A				Quantitative and Qualitative Disclosures About Market Risk	32
Item 8				Financial Statements and Supplementary Data	32
Item 9				Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	66
Item 9A				Controls and Procedures	66
Item 9B				Other Information	67
Item 9C				Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67
PART III
Item 10				Directors, Executive Officers and Corporate Governance	68
Item 11				Executive Compensation	78
Item 12				Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
Item 13				Certain Relationships and Related Transactions, and Director Independence	120
Item 14				Principal Accounting Fees and Services	123
PART IV
Item 15				Exhibits, Financial Statement Schedules	124
Item 16				Form 10-K Summary	125
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		REFERENCES
As used in this Annual Report on Form 10-K (the “Form 10-K” or “Annual Report”): (i) the terms “Registrant”, “we”, “us”, “our”, “ElectraMeccanica” and the“Company” mean Electrameccanica Vehicles Corp. or, as the context requires, collectively with its consolidated subsidiaries; (ii) “SEC” refers to the Securities andExchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States SecuritiesExchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.
We have determined that we have ceased to qualify as a “foreign private issuer”, as such term is defined in Rule 405 under the United States Securities Act of 1933, asamended (the “Securities Act”), and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2022, beingthe last business day of our most recently completed second fiscal quarter. We no longer qualify as a foreign private issuer because, as of June 30, 2022, more than50 percent of our common shares were directly or indirectly owned of record by residents of the United States, and five of our nine directors were either citizens orresidents of the United States. Once an issuer fails to qualify for foreign private issuer status it will remain unqualified unless it meets the requirements for foreign privateissuer status as of the last business day of its second fiscal quarter. Accordingly, our Company will not be able to use the forms and rules designated for foreign privateissuers after December 31, 2022, being the final day of our latest fiscal year end. If our Company subsequently qualifies as a foreign private issuer on the last businessday of a subsequent second fiscal quarter, we will immediately be able to use the forms and rules designated for foreign private issuers.
			FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S PrivateSecurities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statementsappear in several different places in this Annual Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”,“contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all forward-looking statements contain theseidentifying words. Forward-looking statements in this Form 10-K may include, but are not limited to, statements and/or information related to: strategy, future operations;the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of ourproducts; estimated costs of machinery to equip a new production facility; trends in the market in which we operate; and the plans and objectives of management..
We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Annual Report.While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond ourcontrol. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons. Factors that couldcontribute to such differences include, but are not limited to:
●				general economic and business conditions, including changes in interest rates;
●				prices of other electric vehicles, costs associated with manufacturing electric vehicles and other economic conditions;
●				the effect of an outbreak of disease or similar public health threat, such as the COVID-19 pandemic, on the Company’s business (natural phenomena, includingthe current COVID-19 pandemic);
●				the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden ourbusiness relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;
●				the ability of our information technology systems or information security systems to operate effectively;
●				actions by government authorities, including changes in government regulation;
●				uncertainties associated with legal proceedings;
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●		changes in the size of the electric vehicle market;
●		future decisions by management in response to changing conditions;
●		the Company’s ability to execute prospective business plans;
●		misjudgments in the course of preparing forward-looking statements;
●		the Company’s ability to raise sufficient funds to carry out its proposed business plan;
●		the Company’s ability to successfully sell its inventory of three-wheeled single seat vehicles;
●		the Company’s plan to develop, manufacture, market and profitably sell a new four-wheeled SOLO alternative (the “Project E4” or “E4”);
●		the Company’s ability to successfully and profitably assemble contracted third-party native-EV designs using the Company’s Mesa, Arizona, facility;
●		developments in alternative technologies or improvements in the internal combustion engine;
●		inability to keep up with advances in electric vehicle and battery technology;
●		inability to design, develop, market and sell new electric vehicles and services that address additional market opportunities to generate revenue and positivecash flows;
●		dependency on certain key personnel and any inability to retain and attract qualified personnel;
●		inexperience in mass-producing electric vehicles;
●		inability to succeed in establishing, maintaining and strengthening the ElectraMeccanica brand;
●		disruption of supply or shortage of raw materials;
●		the unavailability, reduction or elimination of government and economic incentives;
●		failure to manage future growth effectively; and
●		the other factors discussed below in Item 1A. “Risk Factors,” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and in other filings we make with the SEC.
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements,there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to beaccurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not placeundue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Companyor persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes inother factors affecting such statements, except as, and to the extent required by, applicable securities laws. You should carefully review the cautionary statements and riskfactors contained in this Form 10-K and other documents that the Company may file from time to time with the securities regulators.
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	PART I
ITEM 1. BUSINESS
Company Overview
ElectraMeccanica designs and manufactures smaller, simpler and purposeful electric vehicles that we believe are a better fit for everyday use in an increasingly crowded,complex world. To date the Company has primarily targeted the U.S. as our commercial market.
We sell these vehicles directly to consumers and small businesses. We think this focus on the daily utility segment - e.g., commuting, errands and food delivery -differentiates us from both legacy and native electric vehicle (“EV”) makers. Our initial product, the innovative, three-wheeled, single-seat SOLO, reflects this uniquedesign philosophy.
In December 2022, we made the decision to also assemble other companies’ electric vehicles to further leverage the resources and capabilities of our recentlycommissioned and state-of-the-art 235,000 square foot facility located in Mesa, Arizona. We believe this combination of developing our own vehicles and helping tobuild those of others places ElectraMeccanica in the best position to benefit from the secular growth of the EV category overall. We further believe that to date thisgrowth largely has excluded smaller, simpler and more useful - but still stylish - forms of electric transportation.
Our goal is to expand the market for everyday EVs beyond traditional original equipment manufacturers (“OEM”) categories (e.g., compact, mid-size, large, pickuptruck, cross-over, and SUV), many of which emphasize size and power, raising the total cost of ownership. We believe the emerging transition to electric represents anopportunity to not just shift a fuel source for mobility, but also to offer original and innovative vehicles to meet evolving consumer demands.
The Company is headquartered in Burnaby, British Columbia, Canada. In December 2022, we announced the Company would focus its operations in its Mesa, Arizona,facility. We expect to complete this process in 2023.
EV Market Opportunity
The auto industry is in the middle of a transformation from internal combustion engines to electric vehicles.
Most major global automotive OEMs offer either hybrid or fully electric vehicle options in their product lineups, and a combination of both brands (like Lexus) andentire companies (like General Motors) have publicly declared their intent to have fully electrified their offerings within the coming years.
Adoption rates by consumers support this strategy. According to BloombergNEF’s (National Energy Foundation) 2022 Long-Term Electric Vehicle Outlook, under theEconomic Transition Scenario (the “ETS”), global EV (battery electric and plug-in hybrid electric passenger vehicles) sales are expected to be approximately 39 millionunits in 2030, rising to approximately 73 million units in 2040, representing a penetration rate of 40% and 73%, respectively, of all passenger vehicles sold.
Consumer interest in and support for electric vehicles reflects a powerful combination of a heightened awareness of the environmental impact of fossil fuel consumptionand a corresponding desire to reduce, where practical, individual carbon footprints. At the same time, increasing gasoline prices lend a practical motivation for consumersto consider zero emissions transportation. In addition, many countries and states are increasing mandating and incentivizing the purchase of EVs, for example, Californiarecently mandated that every new passenger car or truck sold in the state must be zero emissions by 2035.
It is also becoming clear that consumer preferences as they relate to electric mobility options in North America are becoming more nuanced, and sophisticated. Forexample, increasing electric micromobility options, particularly in cities, is reflective of the growing understanding that simply electrifying existing vehicle designs (e.g.,producing an electric SUV that weighs in excess of 9,000 pounds) fail to take into consideration a more complete understanding of managing environmental impact andoutcomes (or, as a New York Times article recently headlined, “Just How Good for the Planet Is That Big Electric Pickup Truck?” on February 18, 2023). Additionally,for many consumers, the desire for an electric transportation solution is often constrained by the high purchase price for many current EV models.
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There is also an issue of fundamental utility that remains unaddressed by many current EV transportation options. Increasingly dense and crowded urban environmentsstand to benefit not just from zero emissions transportation, but from those mobility options that offer meaningful benefits in terms of simplicity of operation,maneuverability in traffic, ease of parking, and present a significantly lower total cost of ownership.
We believe there is a large population of consumers in the U.S. who are willing to adopt an EV mobility solution, but for whom no good option currently exists thatmeets their day-to-day transportation needs.
Beginning with our very first SOLO concept vehicle, and extending through our current strategic product roadmap, we believe that, just as traditional vehicle marketshave segmented themselves across a set of factors that include price, capabilities and utility, the EV market will do the same. Further, we believe that market demandexists for a high quality, high-utility, low-cost and beautifully designed electric transportation option.
Strategy
We seek to grow our Company based on prioritizing disruptive vehicle designs that delight consumers while asking little of them in terms of operating or charging an EV.
Unlike many legacy auto manufacturers that appear to focus on electrifying existing car form factors, most of which can be both oversized and overpowered for the waypeople use them every day, ElectraMeccanica is focusing on smaller, lower-priced EV models instead of other manufacturers who arguably and often sacrifice design orremain within conventional styling parameters.
We commenced commercial production of SOLO in August 2020 and through the end of 2022 sold over 420 vehicles via our direct-to-consumer sales and marketinginitiatives and our retail kiosk operations in the States of California and Arizona. From over 9,000 test drives, as well as feedback from our vehicle owners, we learnedthat people love driving the SOLO. However, we also learned that beyond the actual driving experience, the experience of purchasing, financing, insuring and servicing athree-wheeled autocycle vehicle in our markets provided significant challenges to both current and prospective owners. The network of traditional institutions thatsupport vehicle ownership is not established for three-wheeled autocycles. Creating our own support ecosystem around just the initial SOLO three-wheeled modelswould be prohibitively expensive and time consuming. It also does not align with our goal of expanding the market for everyday EVs.
Therefore, to lower these barriers to acceptance and further scale our sales, ElectraMeccanica has decided to focus its efforts and resources on Project E4, a four-wheeledform factor featuring a sleek design and simple features of the SOLO.
Historically, ElectraMeccanica has always contemplated designing and launching vehicles with more than three wheels. Past prototype EVs the Company consideredinclude the four-wheeled eRoadster and Tofino. We expect Project E4 to benefit from our experimentation with these form factors, as well as our extensive learningsfrom the SOLO. Specifically, we believe E4 unlocks our ability to offer:
●		broader marketability;
●		broader insurability;
●		more financing options;
●		servicing availability, given that standard hoists easily can accommodate four-wheeled form factors versus three-wheeled ones;
●		more likely qualification for government subsidies and incentives;
●		standard logistics and trucking needs for a 4-wheel product versus limited options for a 3-wheel product;
●		a second passenger seat which further broadens our potential consumer market; and
●		further advanced safety features;
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Adapting our designs to a scalable, four-wheeled form factor that preserves the best features of the SOLO, including eye-catching styling and easy charging, will taketime - for two reasons.
First, the Company needs to do deeper customer and consumer research than it has historically with respect to product features and design. We believe this will help usavoid consumer and business barriers to broader market acceptance and sales like those limiting the SOLO, as noted above. In turn, this will confirm for us the bestpossible approach to define the most appealing product.
The Company also stated in December 2022 that it would seek manufacturing and assembly partners who require ElectraMeccanica’s factory space and expertise to buildtheir vehicles. These partners will allow ElectraMeccanica to accelerate commercialization and use of its 235,000 square-foot facility in Mesa, Arizona. As of the date ofthis Annual Report we are already leveraging the new Mesa facility in order to act as an assembly partner for other EV manufacturers, as demonstrated by our recentlyannounced agreements with GLV, LLC (“GLV”) to help produce three different electric vehicles for Volcon, Inc. (two e-bikes, including the Grunt EVO and Runt, andVolcon’s premium UTV, the fully-electric STAG).
We commissioned our Mesa facility on December 12, 2022. Located on 18 acres of land near the Phoenix-Mesa Gateway Airport, our new facility, when fullyoperational, will allow us to produce up to 20,000 vehicles per year, per production line. It has space for three production lines, for a total, fully operational output of upto 60,000 vehicles per year. The new campus includes 22,000 square feet of office space and 19,000 square feet of lab space.
We carefully selected Arizona as the site of our new campus for numerous reasons, including infrastructure, talent, geographic location, proximity to a pre-existingautomotive supply chain, concentration of other EV and EV component expertise and continued and dedicated support from state and local governments. The location ofthe facility also offers space for a larger footprint and potential expansions.
Product
ElectraMeccanica has been assembling and selling a unique, three-wheeled, single-seat commuter vehicle, the SOLO (with the most recent model being the G3). TheCompany has made a strategic decision to stop the production of the G3 SOLO and commence Project E4. Project E4 plans to leverage the best features and insightsderived from the SOLO, following completion of vehicle design, validation and all required testing. The Company will be focusing our resources on Project E4 in theforeseeable future.
Presently, the Company is investigating the cause of an occasional power loss on the SOLO and is, as of February 17, 2023, subject to a self-reported NHTSA recallnotice. As a result the Company has now decided to repurchase all 428 SOLO vehicles for the full purchase price paid by the customer, inclusive of the vehicle price,taxes, title and shipping. In addition, the Company has issued a stop drive notice to advise customers not to drive their vehicles because of the safety concern.
The Company has also begun winding down its contract manufacturing relationship with Chongqing Zongshen Automobile Industry Co., Ltd. (“Zongshen”) as a result ofthe recent commissioning of our Mesa, Arizona, facility and our plans to move into four-wheeled designs produced onshore in the U.S.
Marketing and Sales
Historically, the Company relied on a combination of retail kiosks, direct-to-consumer online marketing and live events to drive the majority of its sales.
With respect to the E4, ElectraMeccanica continues to believe that a combination of marketing, sales efforts and investment will be required to scale sales beyond whatwe have achieved to date. The Company also expects to define a marketing and sales strategy that flows directly from professionalized consumer market research, whichitself reflects careful testing of the actual vehicle during its development process.
Government Regulation and Incentives
Certain of our operations, properties and products are subject to stringent and comprehensive federal, state and local laws and regulations governing matters related toenvironmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewaterdischarges.
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Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory andremedial obligations and the issuance of orders enjoining some or all of our operations in affected areas.
We are also subject to permitting, registration and other government approval requirements under environmental, health and safety laws and regulations applicable in thejurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations and other government approvals from one or more governmentalagencies to conduct our operations and sell our products. The requirements vary depending on the location where our regulated activities are conducted.
The following summarizes certain existing environmental, health and safety laws and regulations applicable to our operations and current and future products. Foradditional information, see “Risk Factors” herein.
Motorcycle Regulation
We and our vehicles must meet the applicable parts of the U.S. Code of Federal Regulations Title 49 — Transportation. Since the U.S. regulations do not have a specificclass for three-wheeled “autocycles”, the G3 SOLO and Cargo variant fall under the definition of a motorcycle pursuant to Sec. 571.3 of 49 CFR Part 571.
However, currently a motorcycle license is not required to drive them in all but the States of Indiana, Massachusetts, Minnesota, Nebraska, Nevada, New Mexico, NorthCarolina and New York (New York will no longer require a helmet as of April 20, 2022).
Motorcycle helmets must be worn while operating in the States of Alaska (when operating without a motorcycle license or endorsement), Nebraska, North Carolina andOregon. Helmets are also required if the driver is under 18 years old in the States of Alaska, Colorado, Indiana, Minnesota, Montana, New Hampshire and New Mexico.
Vehicle Safety and Testing Regulation
The Company’s four-wheel Project E4 will be subject to, and must comply with, numerous regulatory requirements established by the National Highway Traffic SafetyAdministration (“NHTSA”), including all applicable U.S. Federal Motor Vehicle Safety Standards (“FMVSSs”). As a manufacturer, the Company must self-certify thatits vehicles meet all applicable FMVSSs before the vehicles are sold in the U.S.
There are many FMVSSs that will apply to the Company’s Project E4, such as crash-worthiness requirements, crash avoidance requirements and electric vehiclerequirements (i.e., limitations on electrolyte spillage, battery retention and avoidance of electric shock after certain crash tests). The Company’s Project E4 must fullycomply with all applicable FMVSSs. Additionally, there are regulatory changes being considered for several FMVSSs, and the Company must comply with all suchFMVSS regulations.
In addition to FMVSS, the Company will also be required to comply with other federal laws administered by NHTSA, including the Corporate Average Fuel Economystandards, Theft Prevention Act requirements, consumer information labeling requirements, early warning reporting requirements regarding warranty claims, fieldreports, death and injury reports and foreign recalls and owners’ manual requirements. The Company must also comply with the Automobile Information and DisclosureAct, which requires manufacturers of motor vehicles to disclose certain information regarding the manufacturer’s suggested retail price, optional equipment and pricing.Further, this law allows inclusion of city and highway fuel economy ratings, as determined by the U.S. Environmental Protection Agency (“EPA”), as well as crash testratings as determined by NHTSA.
Battery Safety and Testing Regulations
The Company’s battery packs must conform to mandatory regulations governing the transport of “dangerous goods” that may present a risk in transportation, whichincludes lithium-ion batteries, and are subject to regulations issued by the Pipeline and Hazardous Materials Safety Administration.
These regulations are based on the UN Recommendations on the Safe Transport of Dangerous Goods Model Regulations and related UN Manual Tests and Criteria. Theregulations vary by mode of transportation when these items are shipped, such as by ocean vessel, rail, truck or air.
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The Company will complete the applicable transportation tests for its battery packs, demonstrating its compliance with applicable regulations. The Company useslithium-ion cells in its high-voltage battery packs. The use, storage and disposal of the Company’s battery packs is regulated under federal law. The Company will enterinto agreements with third-party battery recycling companies to recycle the Company’s battery packs.
EPA Emissions and Certification
The U.S. Clean Air Act requires that the Company obtain a Certificate of Conformity issued by the EPA or a California Executive Order issued by the California AirResources Board (“CARB”) certifying that the Company’s vehicles comply with all applicable emissions requirements.
A Certificate of Conformity is required for vehicles sold in states covered by the Clean Air Act’s standards. A CARB Executive Order is required for vehicles sold instates that have adopted California’s stricter standards for emissions controls related to new vehicles and engines sold in such states. States that have adopted theCalifornia standards as approved by EPA also recognize the CARB Executive Order for sales of vehicles.
In addition to California, there are 14 other states that have either adopted or are in the process of adopting the stricter California standards, including New York,Massachusetts, Vermont, Maine, Pennsylvania, Connecticut, Rhode Island, Washington, Oregon, New Jersey, Maryland, Virginia, Delaware and Colorado.
The Company is required to seek an EPA Certificate of Conformity for vehicles sold in states covered by the Clean Air Act’s standards or a CARB Executive Order forvehicles sold in California or any of the other 14 states identified above that have adopted the stricter California standards.
Automobile Manufacturer and Dealer Regulation
U.S. state laws regulate the manufacture, distribution and sale of automobiles, and generally require motor vehicle manufacturers and dealers to be licensed in order tosell vehicles directly to consumers in the state. The Company will need to secure dealer licenses (or their equivalent) and engage in sales activities for its self-owned salesand service centers, while partners in certain states will support by providing services via partner-owned stores and showrooms.
Incentives
There has been a growing trend for governments as a matter of public policy to favor EVs, such as the U.S. Inflation Reduction Act of 2022. This has taken the form ofinitiatives aimed at improving transit, financial incentives for the purchase of EVs and financial incentives for the manufacture of EVs. These incentives have beenpredominately for four-wheel electric passenger vehicles.
Manufacturing Incentives
To promote the manufacture and development of EVs, many federal, state and local governments provide financial incentives to EV companies. These incentives cantake the form of tax credits or grants. Several jurisdictions offer similar financial incentives for the purchase and installation of home charging stations for EVs.
Initiatives to Improve Transit
Many localities try to reduce or regulate traffic, and particularly in places where there is high population density, chronic congestion, narrow roads and limited urbanspace. While these initiatives might be onerous to owners of traditional internal combustion engine vehicles, they often exempt or partially exclude EVs. These initiativesinclude various forms of congestion charging (which often exempt or provide discounts for EVs), priority lanes for high-occupancy vehicles and EVs, restrictions on newregistrations of vehicles (excluding EVs) and subsidies for the installation of public charging stations for EVs.
Environmental Credits
In connection with the production, delivery and placement into service of the Company’s zero-emission vehicles, the Company may earn tradable credits under certaingovernmental programs designed to incentivize such activities. The Company may sell the Company’s
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future credits to automotive companies and other regulated entities who can use the credits to comply with emission standards and other regulatory requirements.
For example, under California’s Zero Emission Vehicle (“ZEV”) Regulation and those of states that have adopted California’s standards, vehicle manufacturers arerequired to earn or purchase credits, referred to as ZEV credits, for compliance with their annual regulatory requirements. These laws provide that automakers may bankor sell to other regulated parties their excess credits if they earn more credits than the minimum quantity required by those laws. The Company may also earn other typesof salable regulatory credits in the U.S. and abroad, including greenhouse gas, fuel economy, and clean fuels credits.
Competition
The Company has experienced, and expects to continue to experience, intense competition from numerous companies, particularly as the transportation sectorincreasingly shifts towards low-emission, zero-emission or carbon neutral solutions.
Many established and new automobile manufacturers have entered or have announced plans to enter the alternative fuel and electric vehicle market. Many majorautomobile manufacturers, such as Tesla, General Motors, Ford, and Rivian, have electric vehicles available today. Other current and prospective automobilemanufacturers are also developing electric vehicles, for example Faraday Future, Nio, xPeng, Li Auto and Fisker, among others.
In addition, several manufacturers offer hybrid vehicles, including plug-in versions. The Company directly competes with other pure-play electric vehicle companiestargeting the high-end segment, while also competing to a lesser extent with new energy vehicles and internal combustion engine vehicles offered by traditional OEMs.
The Company believes the primary competitive factors in the electric vehicle market include, but are not limited to:
●		funding;
●		pricing;
●		technological innovation;
●		vehicle performance, quality, and safety;
●		space, comfort, and user experience;
●		service and charging options;
●		design, styling, and interior materials;
●		uninterrupted supply chain (e.g.. semi-conductor chips);
●		battery range; and
●		manufacturing efficiency.
The Company believes that it is possible to successfully compete with its peers on the basis of a number of these factors, particularly as they relate to vehiclesthemselves. However, most of the Company’s current and potential competitors have greater financial, technical, supply chain, manufacturing, marketing and otherresources than the Company. They may be able to deploy greater resources to the design, development, manufacturing, supply chain, distribution, promotion, sales,marketing and support of their electric vehicles. Additionally, the Company’s competitors may also have greater name recognition, longer operating histories, lower costof materials, larger sales forces, broader customer and industry relationships and other resources than the Company does.
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Intellectual Property and Trademarks
ElectraMeccanica’s intellectual property is an asset of our Company, and a tool to drive value and differentiation in our products and services. We protect, use and defendour intellectual property in support of our business objectives to increase our return on investment, enhance our competitive position and create shareholder value.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks,domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property rights related to ourcurrent and future business and operations.
We have filed patent and design applications for inventions and designs that our legal counsel deems necessary to protect our products. We do not rely on any licensesfrom third-party vendors at this time.
We will pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives. Despite our efforts to protect our intellectualproperty rights, they may not be respected in the future or may be invalidated, circumvented or challenged. As our business evolves, we may also choose to abandoncertain intellectual property rights that we consider no longer core to our go-forward business.
Human Capital
As of April 12, 2023, we employed a total of 104 full-time people and one part-time person. None of our employees are covered by a collective bargaining agreement.We believe that our employee relations are good. Our human capital objectives center around identifying, recruiting, retaining, incentivizing, integrating our existing andnew employees.
The breakdown of full-time employees by main category of activity is as follows:
Activity		Number of Employees
Engineering/R&D			10
Sales & Marketing			22
General & Administration			68
Executive			4
Total Number of Employees			104
Impact of COVID-19
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. and European governments inMarch 2020, with governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantiningpurposes. During 2020, 2021, and 2022, this had negatively affected the U.S. and global economies, disrupted global supply chains and resulted in significant transportrestrictions and disruption of global financial markets.
An outbreak of disease or similar public health threat, such as the COVID-19 pandemic, could have, and in the case of the COVID-19 pandemic has had and maycontinue to have, a significant impact on the global supply chain, with restrictions and limitations on related activities causing disruption and delay, along with increasedraw material, storage and shipping costs. Any of these disruptions and delays may strain domestic and international supply chains, which could negatively affect the flowor availability of certain critical raw materials and finished good products that the Company relies upon.
We expect that an outbreak of disease or similar public health threat, such as the COVID-19 pandemic, could have, and in the case of the COVID-19 pandemic maycontinue to have, an impact on the Company’s ability to design, develop and commercialize its stated vehicle objectives which may further adversely affect sales andprofitability in future periods. The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a numberof factors (some of which are outside management’s control), including those presented in Item 1A. “Risk Factors”.
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Inter-Corporate Relationships
The following is a list of each of our five subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each. Allof our subsidiaries are directly or indirectly owned or controlled by us:
		Place of
		Incorporation /
				Name of Entity	Formation	Ownership Interest
Electrameccanica Automotive USA Inc.		Nevada	100 %
Electrameccanica USA LLC		Arizona	100 %
SOLO EV LLC		Michigan	100 %
Intermeccanica International Inc.					British Columbia, Canada		100 %
Electrameccanica Automotive Technology (Chongqing) Ltd.		People’s Republic of China		100 %
Corporate Information
We were incorporated on February 16, 2015, under the laws of the Province of British Columbia, Canada, and our principal activity is the development andmanufacturing of electric vehicles (each, an EV).
Our head office is located at, and our principal address is, 8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8.
Our registered and records office is located at Suite 1500, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.
Additional information related to us is available on SEDAR at www.sedar.com and on our website at www.electrameccanica.com. We do not incorporate the contents ofour website or of sedar.com into this Annual Report. Information on our website does not constitute part of this Annual Report.
ITEM 1A. RISK FACTORS
In addition to the information contained in this Annual Report on Form 10-K, we have identified the following material risks and uncertainties which reflect ouroutlook and conditions known to us as of the date of this Form 10-K. These material risks and uncertainties should be carefully reviewed by our stockholders andany potential investors in evaluating the Company, our business, and the market value of our common stock. Furthermore, any one of these material risks anduncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance,achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. Refer to “CautionaryNote Regarding Forward-looking Statements”.
There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties maycause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock.Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There maybe additional risks and uncertainties of a material nature that, as of the date of this Form 10-K, we are unaware of or that we consider immaterial that may becomematerial in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due toany one of these material risks and uncertainties.
Risks Related to the Business and Industry
We will require a significant amount of capital to carry out our proposed business plan to develop, manufacture, sell and service electric vehicles. As at the date ofthis Annual Report the Company is not able to finance day-to-day activities through operations; and there is no assurance that any amount raised will be sufficientto continue to fund operations of our Company.
If we are to achieve profitability, we must have a successful commercial introduction and acceptance of our vehicles, which may not occur. We expect that we will incuroperating losses in 2023, and thereafter, and we also expect to continue to experience negative cash flows for the next several years.
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We have a limited operating history and have generated minimal revenues.
Our limited operating history makes evaluating our business and future prospects difficult. We were formed in February 2015, and in 2020, we started production anddeliveries of our first electric vehicle the SOLO. We intend to derive revenues from our planned E4 vehicle and from current and anticipated contract assembly and/ormanufacturing using our Mesa, Arizona, facility. Our vehicles require significant investment prior to commercial introduction and may never be successfully developedor commercially successful.
We have a history of operating losses and we expect our operating losses to accelerate and materially increase for the foreseeable future.
For the fiscal year ended December 31, 2022, we generated a net loss of $123.7 million. If we are to ever achieve profitability, we must have a successful commercialintroduction and acceptance of our vehicles, which may not occur. We expect that our operating losses will continue in 2023 and thereafter, and we also expect tocontinue to incur operating losses and to experience negative cash flows for the next several years.
Our ability to achieve profitability will depend, in part, on our ability to manage the bill of materials and per unit manufacturing cost and ability to commercializeProject E4.
Product development is subject to feasibility and engineering risks. Any increase in manufacturing volumes is dependent upon a corresponding increase in sales. Theoccurrence of one or more factors that negatively impact manufacturing, or reduce our manufacturing efficiency, may prevent us from achieving our desired reduction inmanufacturing costs, which would negatively affect our operating results and may prevent us from attaining profitability.
We currently have negative operating cash flows, and if we are unable to generate positive operating cash flows in the future our viability as an operating businesswill be adversely affected.
We have made significant up-front investments in research and development, sales and marketing and general and administrative expenses to rapidly develop and expandour business. We are currently incurring expenditures related to our operations that have generated a negative operating cash flow. Operating cash flow may decline incertain circumstances, many of which are beyond our control. We might not generate sufficient revenues in the near future. Because we continue to incur futureexpenditures for research and development, sales and marketing and general and administrative expenses, we continue to experience negative cash flow until we reach asufficient level of sales with positive gross margins to cover operating expenses. An inability to generate positive cash flow until we reach a sufficient level of sales withpositive gross margins to cover operating expenses or raise additional capital on reasonable terms will adversely affect our viability as an operating business.
We may require additional capital to carry out our proposed business plan for the next 24 months if our cash on hand and revenues from the sale of our vehicles andcontract assembly and manufacturing services provided to third-parties are not sufficient to cover our cash requirements.
If our cash on hand, revenues, if any, and cash received upon the exercise of outstanding warrants, if any are exercised, are not sufficient to cover our cash requirements,we will need to raise additional funds through the sale of our equity securities, in either private placements or registered offerings and/or debt instruments. If we areunsuccessful in raising enough funds through such capital-raising efforts, we may review other financing possibilities such as bank loans. Financing might not beavailable to us or, if available, may not be available on terms that are acceptable to us.
Our ability to obtain the necessary financing to carry out our business plan is subject to several factors, including general market conditions and investor acceptance ofour business plan. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us. If we are unable to raisesufficient funds, we will have to significantly reduce our spending, delay, or cancel our planned activities or substantially change our current corporate structure. Wemight not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would beforced to curtail or discontinue our operations.
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Terms of future financings may adversely impact your investment.
We may have to engage in common equity, debt, or preferred stock financing in the future. Your rights and the value of your investment in our securities could bereduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with suchdesignation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holdersof common shares. In addition, if we need to raise equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, andpossibly more, favorable than the terms of your investment. Common shares which we sell could be sold into any market which develops, which could adversely affectthe market price.
If we are unable to successfully and profitably assemble third-party products under assembly agreements with such third-parties, our business and operating resultswill most likely face material adverse effects.
In addition to manufacturing the proposed E4 in our Mesa, Arizona, facility in the future, we have entered into an assembly agreement with a third-party and plan to enterinto similar assembly and/or manufacturing agreements with other third-parties to generate revenue. If we are not able to successfully and profitably assemble third-partyproducts at our Mesa facility, this will affect our ability to satisfy our current assembly client and affect our ability to attract new clients, which will most likely have amaterial adverse effect on our business and operating results.
If we are unable to keep up with advances in electric vehicle technology, we may suffer a decline in our competitive position.
We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position. Any failure to keep up withadvances in electric vehicle technology would result in a decline in our competitive position which would materially and adversely affect our business, prospects,operating results, and financial condition. Our research and development efforts may not be sufficient to adapt to changes in electric vehicle technology. As technologieschange, we plan to upgrade or adapt our vehicles and introduce new models to continue to provide vehicles with the latest technology, in particular battery celltechnology. However, our vehicles may not compete effectively with alternative vehicles if we are not able to source and integrate the latest technology into our vehicles.For example, we do not manufacture battery cells which makes us depend upon other suppliers of battery cell technology for our battery packs.
If we are unable to design, develop, market, and sell new electric vehicles and services that address additional market opportunities, our business, prospects, andoperating results will suffer.
We may not be able to successfully develop new electric vehicles and services, address new market segments or develop a significantly broader customer base. To date,we have focused our business on the sale of the SOLO, a three-wheeled single seat electric vehicle, and have targeted mainly urban residents of modest means and fleets.We will need to address additional markets and expand our customer demographic to further grow our business as we look to pivot to Project E4. Our failure to addressadditional market opportunities would harm our business, financial condition, operating results, and prospects.
Demand in the vehicle industry is highly volatile.
Volatility of demand in the vehicle industry may materially and adversely affect our business, prospects, operating results, and financial condition. The markets in whichwe will be competing have been subject to considerable volatility in demand in recent periods. Demand for automobile sales depends to a large extent on general,economic, political, and social conditions in a given market and the introduction of new vehicles and technologies. As a new start-up manufacturer, we will have fewerfinancial resources than more established vehicle manufacturers to withstand changes in the market and disruptions in demand.
We do not currently have all arrangements in place that are required to allow us to fully execute our business plan.
To sell our vehicles across the U.S., each State has its own set of rules and regulations that we will need to comply with. This means that we will need to enter intoadditional agreements and arrangements that are not currently in place. These include obtaining dealership licenses, lease financing, implementing a nation wideservicing arrangement, etc. If we are unable to enter into such agreements, or are only able to do so on terms that are unfavorable to us, we may not be able to fully carryout our business plans.
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We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
Our success depends on the efforts, abilities, and continued service of our executive leadership team: Susan Docherty, our Chief Executive Officer (or “CEO”) andinterim Chief Operating Officer, Mark Orsmond, our Chief Financial Officer (or “CFO”), Michael Bridge, our General Counsel, and Kim Brink, our Chief RevenueOfficer (or “CRO”). A number of these key employees have significant experience in the automobile manufacturing and technology industries. A loss of service fromany one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire suitable replacements.
We are subject to numerous environmental, and health and safety laws and any breach of such laws may have a material adverse effect on our business andoperating results.
We are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws, and other legal requirements. These laws relate to thegeneration, use, handling, storage, transportation, and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste,emissions or discharges into soil, water, and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters,including indoor air quality. These legal requirements vary by location and can arise under federal, provincial, state, or municipal laws. Any breach of such laws and/orrequirements would have a material adverse effect on our Company and its operating results.
Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our businessand operating results.
All vehicles sold must comply with federal, state, and provincial motor vehicle safety standards. In both Canada and the United States vehicles that meet or exceed allfederally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially thesame. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by us to have any futuremodel EV satisfy motor vehicle standards would have a material adverse effect on our business and operating results.
If we are unable to reduce and adequately control the costs associated with operating our business, including costs associated with manufacturing, sales, materials,transportation and logistics, our business, financial condition, operating results, and prospects will suffer.
If we are unable to reduce and/or maintain a sufficiently low level of costs for designing, manufacturing, marketing, selling, transporting, distributing, and servicing ourelectric vehicles relative to their selling prices, or if we experience significant increases in these costs and are unable to raise our prices to offset such increases, ouroperating results, gross margins, business and prospects could be materially and adversely impacted. Further, since our preorder vehicles are at fixed sales prices, if weexperience significant increases in costs associated with operating our business, our profitability from these pre-order vehicles may be negatively impacted absent theflexibility to increase such sales prices.
If our vehicles fail to perform as expected our ability to develop, market and sell our electric vehicles could be harmed.
Our vehicles may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our vehicles use asubstantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced. We haveexperienced some of these risks with our current recall.
We may not succeed in establishing, maintaining, and strengthening the ElectraMeccanica brand, which would materially and adversely affect customer acceptanceof our vehicles and components and our business, revenues and prospects.
Our business and prospects depend in part on our ability to develop, maintain and strengthen the ElectraMeccanica brand. Any failure to develop, maintain andstrengthen our brand may materially and adversely affect our ability to sell our planned electric vehicles. If we are not able to establish, maintain and strengthen ourbrand, we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to providehigh quality electric vehicles and maintenance and repair services, and we have very limited experience in these areas. In addition, we expect that our ability to develop,maintain and strengthen the ElectraMeccanica brand will also depend heavily on the success of our marketing efforts. To further promote our brand, we may be requiredto change our marketing practices, which could result in substantially increased advertising expenses, including the
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need to use traditional media such as television, radio and print. Many of our current and potential competitors, particularly automobile OEMs headquartered in the U.S.,Japan and the European Union, have greater name recognition, broader customer relationships and substantially greater marketing resources than we do.
Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm our business.
We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materiallynegatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business, including aluminum, steel, carbon fiberand non-ferrous metals such as copper and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials andcould adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risksinclude: the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cellsrequired to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases; disruption in the supply of cells due to quality issuesor recalls by the battery cell manufacturers; and an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.
Our business depends on the continued supply of battery cells for our vehicles. We do not currently have any agreements for the supply of batteries and depend upon theopen market for their procurement. Any disruption in the supply of battery cells from our supplier could temporarily disrupt the planned production of our vehicles untilsuch time as a different supplier is fully qualified. Moreover, battery cell manufacturers may choose to refuse to supply electric vehicle manufacturers to the extent theydetermine that the vehicles are not sufficiently safe. Furthermore, current fluctuations or shortages in petroleum and other economic conditions may cause us toexperience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase our operating costs andcould reduce our margins if we cannot recoup the increased costs through increased electric vehicle prices. We might not be able to recoup increasing costs of rawmaterials by increasing vehicle prices.
The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition,operating results, and prospects.
Any reduction, elimination or discriminatory application of government subsidies and economic incentives that are offered to purchasers of EVs or persons installinghome charging stations, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle, fiscal tightening or other reasons mayresult in the diminished competitiveness of the alternative fuel vehicle industry generally or our electric vehicles. This could materially and adversely affect the growth ofthe alternative fuel automobile markets and our business, prospects, financial condition, and operating results.
If we fail to manage future growth effectively, we may not be able to market and sell our vehicles successfully.
Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results, and financial condition. We may expand ouroperations in the near future in connection with the planned development and production of our vehicles. Our future operating results depend to a large extent on ourability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:
●		training new personnel;
●		forecasting production and revenue;
●		controlling expenses and investments in anticipation of expanded operations;
●		establishing or expanding design, manufacturing, sales and service facilities;
●		implementing and enhancing administrative infrastructure, systems and processes;
●		meeting varied regulatory requirements;
●		addressing new markets; and
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●		establishing international operations.
We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians, for our electric vehicles programsand assembly operations. Competition for individuals with experience in designing, manufacturing, and servicing electric vehicles is intense, and we may not be able toattract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employeescould seriously harm our business and prospects.
Our business may be adversely affected by labor and union activities.
Although none of our employees are currently represented by a labor union, it is common throughout the automobile industry generally for many employees atautomobile companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. We also directly and indirectly depend uponother companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions couldhave a material adverse impact on our business, financial condition, or operating results. If a work stoppage occurs within our business, or that of our key suppliers, itcould delay the manufacture and sale of our electric vehicles and have a material adverse effect on our business, prospects, operating results, or financial condition.Additionally, if we expand our business to include full in-house manufacturing of our vehicles, our employees might join or form a labor union and we may be requiredto become a union signatory.
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure againstsuch claims.
We may become subject to product liability claims, which could harm our business, prospects, operating results, and financial condition. The automobile industryexperiences significant product liability claims and we face inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunctionresulting in personal injury or death. Our risks in this area are particularly pronounced given we have limited field experience of our vehicles. A successful productliability claim against us could require us to pay a substantial monetary award . Moreover, a product liability claim could generate substantial negative publicity about ourvehicles and business and inhibit or prevent commercialization of other future vehicle candidates which would have a material adverse effect on our brand, business,prospects, and operating results. We plan to maintain product liability insurance for all our vehicles on a claims-made basis, but any such insurance might not besufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either more than our coverage or outside of our coverage mayhave a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage oncommercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.
Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from interfering with ourcommercialization of our products.
The registration and enforcement of patents involves complex legal and factual questions and the breadth and effectiveness of patented claims is uncertain. We cannot becertain that we are the first to file patent applications on these inventions, nor can we be certain that our pending patent applications will result in issued patents or thatany of our issued patents will afford sufficient protection against someone creating competing products, or as a defensive portfolio against a competitor who claims thatwe are infringing its patents. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the U.S., and thuswe cannot be certain that foreign patent applications, if any, will result in issued patents in those foreign jurisdictions or that such patents can be effectively enforced,even if they relate to patents issued in the U.S.
We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.
Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit orinterfere with our ability to make, use, develop, sell or market our vehicles or components, which could make it more difficult for us to operate our business. From timeto time we may receive communications from third parties that allege our products are covered by their patents or trademarks or other intellectual property rights.Companies holding patents or other
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intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights. If we are determined to have infringed upon a third party’sintellectual property rights, we may be required to do things that include one or more of the following:
●		cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property;
●		pay substantial damages;
●		seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;
●		redesign our vehicles or other goods or services to avoid infringing the third-party intellectual property; or
●		establish and maintain alternative branding for our products and services.
In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right,our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, couldresult in substantial costs, negative publicity and diversion of resources and management attention.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on economic conditions. Uncertainty about global economic conditions could result in customers postponingpurchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and othermacroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our business, results of operations orfinancial condition.
Uncertainties in the interpretation and enforcement of Hong Kong laws and regulations could limit the legal protections available to you and us.
From time to time we may have to resort to arbitration proceedings to enforce our legal rights, or Zongshen may resort to arbitration proceedings, under ourManufacturing Agreement with Zongshen, dated September 29, 2017, as amended pursuant to an extension agreement dated June 23, 2021 (collectively, the“Manufacturing Agreement”), which we are in the process of concluding. The Manufacturing Agreement is governed by Hong Kong law with the venue for arbitration inHong Kong. Hong Kong has historically had a separate system of laws, including common law. However, the People’s Republic of China has increasingly sought to exertits control over Hong Kong, including over its laws. Because of the unpredictable nature of the application of Hong Kong law in a Hong Kong arbitration, it may be moredifficult to evaluate the outcome of such proceedings and the level of legal protection we enjoy, which may result in higher than expected costs to exit the ManufacturingAgreement.
A global pandemic could materially adversely impact our ability to manufacture and deliver products.
An outbreak of disease or similar public health threat, such as the COVID-19 pandemic, could have, and in the case of the COVID-19 pandemic has had and maycontinue to have, a significant impact on the global supply chain, with restrictions and limitations on related activities causing disruption and delay, along with increasedraw material, storage and shipping costs. Any of these disruptions and delays may strain domestic and international supply chains, which could negatively affect the flowor availability of certain critical raw materials and finished good products that the Company relies upon.
We face risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to our systems, networks and services.
We face risks associated with cyber-attacks, including hacking, viruses, malware, denial of service attacks, ransomware or other data security breaches. The risk of asecurity breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, hasgenerally increased as the number, intensity and sophistication of attempted attacks and intrusions around the world have increased. Our business requires the continuedoperation of information systems
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and network infrastructure. In the event of a cyber-attack that we were unable to defend against or mitigate, we could have our operations and the operations of ourcustomers and others disrupted. We could also have our financial and other information systems and network infrastructure impaired, property damaged and customerand employee information stolen, and experience substantial loss of revenues, response costs and other financial loss and be subject to increased regulation, litigation,penalties and damage to their reputation. A security breach or other significant disruption involving computer networks and related systems could cause substantial costsand other negative effects, including litigation, remediation costs, costs to deploy additional protection strategies, compromising of confidential information andreputational damage adversely affecting investor confidence. As a result, in the event of a material cyber security breach, our results of operations could be materially,adversely affected.
Risks Related to Our Securities
Our common shares are listed on the Nasdaq Capital Market. As such, we must meet the Nasdaq Capital Market’s continued listing requirements and other Nasdaqrules, or we may risk delisting. Delisting could negatively affect the price of our common shares, which could make it more difficult for us to sell securities in afinancing and for you to sell your common shares.
Our common shares are listed on the Nasdaq Capital Market. As such, we are required to meet the continued listing requirements of the Nasdaq Capital Market and otherNasdaq rules, including those regarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price andcertain other corporate governance requirements. In particular, we are required to maintain a minimum bid price for our listed common shares of $1.00 per share. If wedo not meet these continued listing requirements, our common shares could be delisted. Delisting of our common shares from the Nasdaq Capital Market would cause usto pursue eligibility for trading on other markets or exchanges, or on the pink sheets. In such case, our shareholders’ ability to trade, or obtain quotations of the marketvalue of, our common shares would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices andlarger spreads in the bid and ask prices for our securities. There can be no assurance that our common shares, if delisted from the Nasdaq Capital Market in the future,would be listed on a national securities exchange, a national quotation service, the Over-The-Counter Markets or the pink sheets. Delisting from the Nasdaq CapitalMarket, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adverselyaffect the market liquidity of our common shares, reduce security analysts’ coverage of us and diminish investor, supplier and employee confidence. Additionally, thethreat of delisting or a delisting of our common shares from the Nasdaq Capital Market could reduce the number of investors willing to hold or acquire our commonshares, thereby further restricting our ability to obtain equity financing, and it could reduce our ability to retain, attract and motivate our directors, officers andemployees. In addition, as a consequence of any such delisting, our share price could be negatively affected and our shareholders would likely find it more difficult tosell, or to obtain accurate quotations as to the prices of, our common shares.
As described in a Current Report on Form 8-K filed with the SEC on March 28, 2023, we received a deficiency letter from Nasdaq’s Listing Qualifications Department(the “Staff”) notifying us that, for the last 30 consecutive business days, the bid price for our common shares had closed below the minimum $1.00 per share requirementfor continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with NasdaqListing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until September 25, 2023 (the “Compliance Date”), to regain compliance with theMinimum Bid Price Requirement. To regain compliance, the closing bid price for our common stock must remain above $1.00 for 10 consecutive business days.
If we do not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, we may be eligible for an additional 180 calendar day complianceperiod, provided that we meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for the Nasdaq CapitalMarket, with the exception of the Minimum Bid Price Requirement, and notify the Staff of our intention to cure the deficiency during the additional compliance period. Ifwe do not regain compliance with the Minimum Bid Price Requirement by the Compliance Date and are not eligible for an additional compliance period at that time, theStaff will provide written notification to us that our common shares will be subject to delisting. At that time, we may appeal the Staff’s delisting determination to aNasdaq Hearing Panel. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement or otherwise maintain compliance with anyof the other Nasdaq listing requirements.
Our executive officers and directors beneficially own approximately 7.7% of our common shares.
As of April 12, 2023, our executive officers and directors beneficially owned, in the aggregate, approximately 7.7% of our common shares, which includes shares thatour executive officers and directors have the right to acquire pursuant to warrants, stock options, restricted stock units (“RSU”s) and deferred stock units (“DSU”s) whichhave vested. As a result, they will be able to exercise a
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significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Articles and approval of significantcorporate transactions. This control could have the effect of delaying or preventing a change of control of our Company or changes in management and will make theapproval of certain transactions difficult or impossible without the support of these shareholders.
The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our commonshares.
Our Notice of Articles authorize the issuance of an unlimited number of common shares and the issuance of preferred shares. Our Board of Directors has the authority toissue additional shares of our capital stock to provide additional financing in the future and designate the rights of the preferred shares, which may include voting,dividend, distribution, or other rights that are preferential to those held by the common shareholders. The issuance of any such common or preferred shares may result ina reduction of the book value or market price, if one exists at the time, of our outstanding common shares. Given our lack of revenues, we will likely have to issueadditional equity securities to obtain working capital we require in the future. Our efforts to fund our intended business plans will therefore result in dilution to ourexisting shareholders. If we do issue any such additional common shares, such issuance also will cause a reduction in the proportionate ownership and voting power of allother shareholders. As a result of such dilution, if you acquire common shares your proportionate ownership interest and voting power could be decreased. Furthermore,any such issuances could result in a change of control or a reduction in the market price for our common shares.
Additionally, we had 14,721,998 options and 5,395,481 warrants outstanding as of April 12, 2023. The exercise price of some of these options and warrants is below ourcurrent market price, and you could purchase shares in the market at a price in excess of the exercise price of our outstanding warrants or options. If the holders of theseoptions and warrants elect to exercise them, your ownership position will be diluted and the per share value of the common shares you have or acquire could be diluted aswell. As a result, the market value of our common shares could significantly decrease as well.
Issuances of our preferred stock may adversely affect the rights of the holders of our common shares and reduce the value of our common shares.
Our Notice of Articles authorize the issuance of an unlimited number of shares of preferred stock. Our Board of Directors has the authority to create one or more series ofpreferred stock and, without shareholder approval, issue shares of preferred stock with rights superior to the rights of the holders of common shares. As a result, shares ofpreferred stock could be issued quickly and easily, adversely affecting the rights of holder of common shares and could be issued with terms calculated to delay orprevent a change in control or make removal of management more difficult. Although we currently have no plans to create any series of preferred stock and have nopresent plans to issue any shares of preferred stock, any creation and issuance of preferred stock in the future could adversely affect the rights of the holders of commonshares and reduce the value of our common shares.
The market price of our common shares may be volatile and may fluctuate in a way that is disproportionate to our operating performance.
Our common shares began trading on the Nasdaq Capital Market (“Nasdaq”) in August 2018, and before that it had been trading on the OTCQB starting inSeptember 2017. The historical volume of trading has been low (within the past fiscal year, the fewest number of our shares that were traded on Nasdaq was 176,000shares daily), and the share price has fluctuated significantly (since trading began on Nasdaq our closing price has been as low as US$0.45 on March 28, 2023, and ashigh as US$10.81 on October 20, 2020). The share price for our common shares could decline due to the impact of any of the following factors:
●		sales or potential sales of substantial amounts of our common shares;
●		announcements about us or about our competitors;
●		litigation and other developments relating to our patents or other proprietary rights or those of our competitors;
●		conditions in the automobile industry;
●		governmental regulation and legislation;
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●		variations in our anticipated or actual operating results;
●		change in securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations;
●		change in general economic trends; and
●		investor perception of our industry or our prospects.
Many of these factors are beyond our control. The stock markets in general, and the market for automobile companies, have historically experienced extreme price andvolume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad market and industryfactors could reduce the market price of our common shares regardless of our actual operating performance.
We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.
We have never paid any cash or stock dividends and we do not intend to pay any dividends for the foreseeable future. To the extent that we require additional fundingcurrently not provided for in our financing plan, our funding sources may prohibit the payment of any dividends. Because we do not intend to declare dividends, any gainon your investment will need to result from an appreciation in the price of our common shares. There will therefore be fewer ways in which you are able to make a gainon your investment.
FINRA sales practice requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.
Financial Industry Regulation Authority (“FINRA”) rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customerbefore recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers mustmake reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations ofthese rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRArequirements may make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell ourcommon shares, have an adverse effect on the market for our common shares and, thereby, depress their market prices.
Our common shares have been thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your common shares to raise money orotherwise desire to liquidate your shares.
From October 2017 until August 2018, our common shares were quoted on the OTCQB where they were “thinly-traded”, meaning that the number of persons interestedin purchasing our common shares at or near bid prices at any given time was relatively small or non-existent. Since we listed on the Nasdaq Capital Market inAugust 2018, the volume of our common shares traded has increased, but that volume could decrease until we are thinly traded again. That could occur due to a numberof factors, including that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate orinfluence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company suchas ours or purchase or recommend the purchase of our common shares until such time as we became more seasoned. Consequently, there may be periods of several daysor more when trading activity in our common shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activitythat will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our common shares may not develop or besustained.
Volatility in our common shares or warrant price may subject us to securities litigation.
The market for our common shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share or warrant prices maycontinue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against acompany following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result insubstantial costs and liabilities and could divert management’s attention and resources.
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We incur significant costs as a result of being a public company.
We incur significant legal, accounting, and other expenses as a public company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and theNasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.
Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier.Since we are no longer an “emerging growth company”, as defined in the JOBS Act, we expect to incur significant expenses and devote substantial management efforttoward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company we have beenrequired to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurredadditional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. Itmay also be more difficult for us to find qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate with any degree ofcertainty the amount of additional costs we may incur or the timing of such costs.
Risks Related to Government Laws and Regulations
Increased safety, emissions, fuel economy, or other regulations may result in higher costs, cash expenditures, and/or sales restrictions.
The motorized vehicle industry is governed by a substantial amount of government regulation, which often differs by state and region. Government regulation has arisen,and proposals for additional regulation are advanced, primarily out of concern for the environment, vehicle safety, and energy independence. In addition, manygovernments regulate local product content and/or impose import requirements as a means of creating jobs, protecting domestic producers, and influencing the balance ofpayments. The cost to comply with existing government regulations is substantial, and future, additional regulations could have a substantial adverse impact on ourfinancial condition.
Our vehicles are subject to multi-jurisdictional motor vehicle standards.
All vehicles sold must comply with federal, state and country-specific motor vehicle safety standards. Rigorous testing and the use of approved materials and equipmentare among the requirements for achieving federal certification. Failure of the E4 vehicle or future vehicle models to satisfy motor vehicle standards would have a materialadverse effect on our business and operating results.
Demand for our products and services may be impacted by the status of government and economic incentives supporting the development and adoption of suchproducts.
Government and economic incentives that support the development and adoption of electric vehicles in the U.S., including certain tax exemptions, tax credits and rebates,may be reduced, eliminated or exhausted from time to time. Previously available incentives favoring electric vehicles may expire or be cancelled or temporarilyunavailable, and in some cases not replaced or reinstituted, which may have negatively impacted sales. Certain government and economic incentives, similar to the onesin the U.S. Inflation Reduction Act of 2022, may also be implemented that provide benefits to manufacturers who assemble domestically, have local suppliers or haveother characteristics that may not apply to our future vehicle programs. Such developments could negatively impact demand for our vehicles, and we and our customersmay have to adjust to them, including through pricing modifications.
Any failure by us to comply with a variety of U.S. and international privacy and consumer protection laws may harm us.
Any failure by us or our vendor or other business partners to comply with our public privacy notice or with federal, or state privacy, data protection or security laws orregulations relating to the processing, collection, use, retention, security and transfer of personally identifiable information could result in regulatory or litigation-relatedactions against us, legal liability, fines, damages, ongoing audit requirements and other significant costs. Substantial expenses and operational changes may be required inconnection with maintaining compliance with such laws, and even an unsuccessful challenge by customers or regulatory authorities of our activities could result inadverse publicity and could require a costly response from and defense by us. In addition, certain emerging privacy laws are still subject to a high degree of uncertaintyas to their interpretation, application and impact, and may require extensive system and operational changes, be difficult to implement, increase our operating costs,adversely impact the cost or attractiveness of the products or services
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we offer, or result in adverse publicity and harm our reputation. For example, the California Consumer Privacy Act imposes certain legal obligations on our use andprocessing of personal information related to California residents. Notwithstanding our efforts to protect the security and integrity of our customers’ personalinformation, we may be required to expend significant resources to comply with data breach requirements if, for example, third parties improperly obtain and use thepersonal information of our customers or we otherwise experience a data loss with respect to customers’ personal information. A major breach of our network securityand systems may result in fines, penalties and damages and harm our brand, prospects and operating results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our head office is located in Burnaby, British Columbia, Canada. We have commissioned a new manufacturing facility in Mesa, Arizona, which will be used forengineering, manufacturing, and administrative activities. We do not own any real property. We have leased the following properties:

Area

2022 Gross Monthly

Location

(In square feet)

Rent

Lease Expiration Date

Use

Burnaby, BC, Canada

13,936 $ 15,097 CAD

28-Feb-26

Head office

Mesa, Arizona, USA

235,000

N/A

USD

28-Feb-33

Engineer & Manufacturing Facility

Huntington Beach, CA, USA

17,980

25,711

USD

31-Jan-27

Service & distribution center

Mesa, Arizona, USA

14,375

$ 15,813

USD

30-Jun-23

PDI Facility

Scottsdale, AZ, USA

150

$ 12,500

USD

30-Sep-24

Retail kiosk

Portland, OR, USA

150

$ 10,450

USD

29-Feb-24

Retail kiosk

Walnut Creek, CA, USA

200

8,350

USD

31-Mar-23

Retail Kiosk

Glendale, AZ, USA

200

8,272

USD

31-Mar-23

Retail Kiosk

San Diego, CA, USA

180

7,950

USD

31-Jan-23

Retail Kiosk

Torrance, CA, USA

900

7,917

USD

24-May-23

Retail kiosk

Sherman Oaks, CA, USA

298

5,607

USD

30-Sep-23

Retail Kiosk

New Westminster, BC, Canada

3,533

3,827

CAD

21-Jul-23

Storage

Note: The Mesa, Arizona facility lease included a rent-free period for 2022. On a go-forward basis, the Company expects to incur $187,000 per month which escalatesover the duration of the lease. Additionally, subsequent to year-end, the Company negotiated the expiration of its Burnaby headquarters lease to end June 2023. TheCompany will relocate its headquarter operations to a WeWork Workplace LLC office in Burnaby, B.C., Canada. Refer to Note 21 “Subsequent Events” in the financialstatements included herein for more details.

We believe that our current facilities are adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities oncommercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

As of the date of this Form 10-K, other than as disclosed below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to ourbusiness, to which our Company or any of our subsidiaries is a party or of which any of their property is subject, and no director, officer, affiliate or record or beneficialowner of more than 5% of our common stock, or any associate or any such director, officer, affiliate or security holder, is: (i) a party adverse to us or any of oursubsidiaries in any legal proceeding; or (ii) has an adverse interest to us or any of our subsidiaries in any legal proceeding. Other than as disclosed below, management isnot aware of any other material legal proceedings pending or that have been threatened against us or our properties.

In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. Theresults of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financialcondition, or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management’stime and attention and other factors.

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Zongshen, our Chinese manufacturer of the SOLO, has made various claims for fees owed by us under the Manufacturing Agreement arising from our plans to concludethe Manufacturing Agreement. We also have raised potential claims against Zongshen related to various defects in the SOLO vehicles manufactured for us by Zongshen.The Manufacturing Agreement is governed by Hong Kong law with mandatory arbitration in Hong Kong. No legal proceedings have been initiated by either party.Therefore, the Company is unable to forecast a resolution of the conclusion of the Manufacturing Agreement
Other than as disclosed above, there are no legal proceedings as of the date of this Annual Report that in the opinion of management might have a material adverse effecton our results of operations, financial condition or cash flows, or that are required to be disclosed under the rules of the SEC.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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	PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES
Market for Common Shares
Our common shares are traded on Nasdaq Capital Market under the symbol “SOLO”. Volume in our shares may be sporadic and the price could experience volatility.
Transfer Agent for Common Shares
Our shares of common stock are recorded in registered form on the books of our transfer agent, VStock Transfer, LLC, located 18 Lafayette Place, Woodmere, New York11598.
Holders of Common Shares
As at April 12, 2023, there were 294 holders of record of our common shares, which does not include shareholders whose shares are held in street or nominee names.
Dividends
We have not paid any dividends on our common shares since incorporation. Our management anticipates that we will retain all future earnings and other cash resourcesfor the future operation and development of our business. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any futuredividends will be at the Board of Directors’ discretion, subject to applicable law, after taking into account many factors including our operating results, financialcondition and current and anticipated cash needs.
Recent Sales of Unregistered Securities
None.
Issuer Repurchases of Equity Securities
None.
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ITEM 6. SELECTED FINANCIAL DATA
The following tables provide selected financial data for each of the past two years, and should be read in conjunction with, and are qualified in their entirety be referenceto, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes for thefiscal year ended December 31, 2022, as presented under Item 8. Financial Statements and Supplementary Data. These historical results are not necessarily indicative ofthe results to be expected for any future period.
			Year Ended		Year Ended
CONSOLIDATED STATEMENT OF NET LOSS			December 31, 2022		December 31, 2021
Revenue		$	6,812,446	$	2,100,770
Gross Loss		$	(26,255,336)	$	(2,233,911)
Net Loss		$	(123,698,513)	$	(38,779,496)
Loss per Share – Basic and Diluted		$				(1.04)	$	(0.35)
			As at December 31,		As at December 31,
CONSOLIDATED STATEDMENT OF FINANCIAL POSITION			2022		2021
Cash and Cash Equivalents		$	134,255,538	$	221,928,008
Current Assets		$	150,153,401	$	240,844,878
Total Assets		$	181,246,429	$	255,398,037
Current Liabilities		$	36,196,891	$	7,853,979
Total Liabilities		$	53,920,902	$	9,712,789
Shareholders’ Equity		$	127,325,527	$	245,685,248
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and relatednotes included in this Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actualresults may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I, Item 1A.“Risk Factors” or in other parts of this Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
General
The following management’s discussion and analysis, prepared for the year ended December 31, 2022, is a review of our operations, current financial position andoutlook and should be read in conjunction with our annual audited financial statements for the year ended December 31, 2022 and the notes thereto. Amounts arereported in United States dollars (“USD”) based upon financial statements prepared in accordance with U.S. generally accepted accounting principles or (“U.S. GAAP”).
Overview and Highlights
ElectraMeccanica designs and assembles smaller, simpler, purposeful electric vehicles that we believe are a better fit for everyday use in an increasingly crowded,technically complex world.
Our goal is to expand the market for everyday EVs beyond traditional OEM categories (pickup trucks, SUVs and large sedans), many of which emphasize size andpower, raising the total cost of ownership. We believe the emerging transition to electric represents an opportunity to not just shift a fuel source for mobility, but also tooffer consumers and businesses new styles and types of vehicles.
ElectraMeccanica has been assembling and selling a unique, three-wheeled, single-seat commuter vehicle, the SOLO (the G3 SOLO being the most recent model). Wecommenced commercial production of the G3 SOLO in August 2020 and through the end of 2022 sold over 420 vehicles via our direct-to-consumer sales and marketinginitiatives and our retail store operations in the States of California, Arizona and Oregon.
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However, given the significant challenges experienced by both our current customers as well as prospective customers in purchasing, financing, insuring and after-saleservicing of a three-wheel autocyle such as the SOLO, the Company has made a strategic decision to stop the production of the SOLO and commence Project E4, whichis the next four-wheel evolution of the SOLO. Project E4 plans to leverage the best features and insights derived from the SOLO, following completion of vehicle design,validation and all required testing. Pending development of the E4, the Company has paused production plans for all other prototype models. As at December 31, 2022,as a result of the Company incurring gross losses and anticipating future gross losses on the sale of SOLOs, the Company’s notice to Zongshen to immediately ceaseproduction of SOLO vehicles in December 2022, and the identified defects in the SOLOs that lead to the recall announced on February 17, 2023, the Company identifiedindicators of impairment for its long-lived assets. For the year ended December 31, 2022, the Company recorded an impairment of approximately $6.6 million reflectingan impairment of dedicated SOLO production tooling and molds, service and sales demo vehicles and other dedicated equipment of approximately $3.8 million, andapproximately $2.8 million of SOLO dedicated batteries that were prepaid as at December 31, 2022.
The Company has also begun winding down its contract manufacturing relationship with Zongshen as a result of the recent commissioning of our Mesa, Arizona, facilityand our plans to move into four-wheeled designs produced onshore in the U.S. For the year ended December 31, 2022, the Company recorded an estimated contracttermination liability of approximately $15.7 million associated with the winding down of this manufacturing contract relationship.
Presently, the Company is investigating the cause of an occasional power loss on the SOLO and is, as of February 17, 2023, subject to a self-reported NHTSA recallnotice. As a result the Company has now decided to repurchase all 429 SOLO vehicles for the full purchase price paid by the customer, inclusive of the vehicle price,taxes, title and shipping. In addition, the Company has issued a stop drive notice to advise customers not to drive their vehicles because of the safety concern. Forthe year ended December 31, 2022, the Company has recorded a recall provision of approximately $8.9 million as an estimate of the cost to buy back all retailed vehicles.
In December, 2022, we made the decision to also help build other companies’ electric vehicles to further leverage the resources of our state-of-the-art 235,000 square footfacility located in Mesa, Arizona. We believe this combination of manufacturing our own vehicles and helping to build those of others puts ElectraMeccanica in the bestposition to benefit from the secular growth of the EV category overall. We further believe that to date this growth largely has excluded smaller, simpler and more useful -but still stylish - forms of electric transportation.
During fiscal 2022, we delivered 339 vehicles - resulting in revenues of $6,812,446 and a net loss of $123,698,513.
Ability to Finance Our Growth
Our long-term ability to continue operations will depend on our continued ability to raise capital on acceptable terms. We incurred losses of $123,698,513 in 2022 and$38,779,496 in 2021 and anticipate incurring losses in our 2023 fiscal year.
We had negative operating cash flows of $84,410,328 for the year ended December 31, 2022 and anticipate negative operating cash flows during 2023. Although we hadworking capital surplus of $113,956,510, including cash and cash equivalents of $134,255,538, as at December 31, 2022, and while we believe our cash on hand willfinance our operations over at least the 12 month period following the issuance of our consolidated financial statements, we believe that we will need additional financingto continue and expand operations in the future. If we are unable to continue to access private and public capital on terms that are acceptable to us, we may be forced tocurtail or cease operations.
Ability to Develop and Launch New Offerings
We have concluded that the three-wheeled SOLO, despite positive responses from owners and thousands of people who experienced test drives, ultimately posedsignificant challenges to the Company’s ability to scale revenue profitably in the foreseeable future. Our future ability to generate revenue and profitability will alsodepend on our ability in designing, developing and launching new vehicle platforms and programs with broader marketability and consumer acceptance commencingwith Project E4, as well as successfully building our capability and portfolio of third party contract assembly and/or manufacturing arrangements.
Ability to Attract New Customers
Our growth will depend in large part on our ability to attract new customers for our vehicles and commercial customers for contract assembly and/or manufacturing. Weremain in the early stages of growth in our existing markets, and we expect to strengthen brand
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awareness and engagement, following further development of the E4 as well as related consumer research. An inability to attract new customers would substantiallyimpact our ability to generate revenue and profitability in the future.
Operating Results - Results of Operations for the Year ended December 31, 2022 as Compared to the Year Ended December 30, 2021
Revenue
The revenue of the Company principally represents sales of the SOLO. Revenue for the SOLO is recognized when the Company has transferred control to the customerwhich generally occurs upon shipment. The first commercially produced SOLOs were delivered to customers on October 4, 2021.
Revenue for the year ended December 31, 2022 was $6,812,446 compared to $2,100,770 for the corresponding period in 2021, primarily reflecting an increase in SOLOunit deliveries in 2022 to 339 compared with 61 unit deliveries in the prior year.
Cost of Revenue and Gross Loss
Cost of revenue was $33,067,782 compared to $4,334,681 for the year ended December 31, 2021 providing a gross loss of $26,255,336 for the year ended December 31,2022, compared to the gross loss of $2,233,911 for the corresponding period in 2021 or -385.4% compared to -106.3% for 2021. The increased cost of revenue andincreased gross loss from 2021 to 2022 was primarily attributable to:
●		the write-down of SOLO inventory to net realizable value of approximately $13.8 million in for the year ended December 31, 2022 compared withapproximately $1.8 million in the prior year, resulting from a lower net realizable value per vehicle due to issues noted with the vehicles, combined with theincreased inventory;
●		a recognition of a recall provision of approximately $8.9 million recall for the year ended December 31, 2022 reflecting the Company’s decision to repurchaseall retailed G3 SOLOs subject to the Company’s self-reported NHTSA recall notice; and
●		an increase in other cost of revenue (third party contracted unit cost, assembly labor and other manufacturing overhead costs) of approximately $7.7 million forthe year ended December 31, 2022 compared with the prior year resulting from the significant increase in unit deliveries in 2022 when compared with 2021.
Net Loss
During the year ended December 31, 2022, the Company incurred a net loss of $123,698,513, compared to a net loss of $38,779,496 for the corresponding period in2021. The increase in net loss from 2021 to 2022 was primarily attributable to the increase in gross loss, increase in operating expenses, and asset impairments andcontract termination liabilities associated with the Company’s decision to stop production of the G3 SOLO.
General and administrative expenses
For the year ended December 31, 2022, general and administrative expenses were $39,755,257, compared to $28,187,657 for the year ended December 31, 2021. Theincrease of $11,567,600 was principally a result of the following:
●		salaries and personnel related costs increased by approximately $4 million related to the addition of new employees as we continued to expand our commercialoperations;
●		amortization expense increased by approximately $2.34 million due to the addition in property and equipment and SAP assets;
●		rent expenses increased by approximately $1.3 million primarily related to the completion and occupancy of the Mesa, Arizona facility;
●		office expenses increased by approximately $1.45 million due to increases in software subscriptions, travel, office supplies and related costs associated with thescaling up of our business during the year; and
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●		capital markets and investor support and investor relation expense increased by approximately $1.36 million.
Research and development expenses
Research and development expenses related to scaling engineering teams associated with the continued launch of the SOLO increased to $22,031,212 for the year endedDecember 31, 2022, from $17,090,282 for the corresponding year ended December 31, 2021. The increase in research and development expenses from 2021 to 2022 wasprimarily attributable to increases in headcount during 2022 to support both SOLO production as well as development of future product programs.
Sales and marketing expenses
Sales and marketing expenses increased to $14,663,968 for the year ended December 31, 2022, from $10,773,938 for the corresponding year ended December 31, 2021.The increase in sales and marketing expenses from 2021 to 2022 was primarily the result of ongoing ramping during the year of professionalized sales efforts,ElectraMeccanica’s web presence, expanded digital marketing efforts and continued growth in the Company’s sales and marketing headcount. and growing its sales team.
Impairment
The Company recorded an impairment loss of $7,592,641 for the year ended December 31, 2022 ($nil for prior year), mainly attributable to $3,819,519 for impairment ofproperty and equipment and $2,804,032 for impairment of prepaid batteries dedicated to the SOLO, and $549,760 impairment of goodwill and $400,628 impairment ofintangible assets associated with the Company’s previous acquisition of Intermeccanica International Inc.
Other Items
Contract termination loss
In December 2022, the Company provided written notice to Zongshen to cease production of the G3 SOLO in accordance with the terms of the ManufacturingAgreement. Subsequent to December 31, 2022, Zongshen provided written notice to the Company of certain monetary claims related to the cease production notice andan estimate of costs associated with concluding the Manufacturing Agreement. The Company does not agree with Zongshen’s calculation of monetary claims; however,as of December 31, 2022, the Company has accrued a liability of $15.7 million in termination provisions under the Manufacturing Agreement including the purchase ofexcess parts, production molds and payment for an additional 174 completed vehicles. The parties are presently in discussions to conclude the Manufacturing Agreement.Currently there are no formal legal claims by either party.
Changes in fair values of warrant derivative
The Company incurred a gain relating to changes in the fair value of warrant derivatives of $191,202 (2021: gain of $18,920,428) mainly caused by the decrease of ourshare price from $2.28 at December 31, 2021 to $0.60 at December 31, 2022.
Liquidity and Capital Resources
Liquidity
The Company’s financial success depends upon its ability to market and sell its electric vehicles and to continue to raise sufficient working capital to enable us to executeagainst business and product development plans. The Company’s historical capital needs have been met by the sale of the Company’s stock. Additional equity financingmay not be possible on acceptable terms at the times required by the Company.
As of December 31, 2022, the Company had 119,287,917 issued and outstanding shares and 142,038,854 shares on a fully-diluted basis.
The Company had $113,956,510 of working capital surplus as at December 31, 2022, compared to $232,990,899 of working capital surplus as at December 31, 2021.The decrease in working capital resulted from cash used in operations of $84,410,328 (2021: $60,721,233) and cash used in investing activities of $3,398,974 (2021:$4,638,821) related to additions to property and equipment, offset by cash generated from financing activities of $380,868 (2021: $157,984,675).
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These financial statements have been prepared on a basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normalcourse of business for the foreseeable future.
If additional future financing is not available and revenue from the sale of the Company’s electric vehicles and contract assembly and/or manufacturing activities do notproduce sufficient net cash flow, then the Company may require a significant curtailing of operations to ensure its survival or may be required to cease operations. As atDecember 31, 2022, the Company has $134,255,538 of cash and cash equivalents on hand, and the Company believes that it has sufficient cash to carry on operations forat least the next 12 month period following issuance of this Annual Report.
Summary of Cash Flows
			Years Ended December 31,
			2022		2021
Cash Flows:Cash flows used in operating activities
		$	84,410,328	$	60,721,233
Cash flows used in investing activities		$	3,398,974	$	4,638,821
Cash flows provided by financing activities		$	380,868	$	157,984,675
Increase (decrease) in cash and cash equivalents and restricted cash		$	(87,428,435)	$	92,624,621
Operating Activities
During the year ended December 31, 2022, we used $84,410,328 cash in operating activities, compared with $60,721,233 for the year ended December 31, 2021. Cashused in operating activities increased in 2022 principally as a result an increase in cash based losses, increases in pre-paid expenses and other assets of $5,594,460 and anincrease in inventory of $14,664,270.
Investing Activities
During the year ended December 31, 2022, we used $3,398,974 cash used in investing activities compared with $4,638,821 for the year ended December 31, 2021. Cashin investing activities slightly decreased and was related to additions to property and equipment.
Financing Activities
During the year ended December 31, 2022, we received net proceeds of $380,868 in cash from the issuance of common shares for stock options exercised and RSUsexercised, as compared to $157,984,675 for the same period last year from proceeds on issuance of common shares and warrants and stock options exercised.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Capital Resources
As at December 31, 2022, the Company had cash and cash equivalents of $134,255,538 (2021: $221,928,008).
Accounting Policies
The preparation of the Company’s financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities aswell as revenue and expenses. These are based on the best information available at the time utilizing generally accepted industry standards.
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Critical Accounting Policies and Significant Judgements and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires us to make judgments,estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. Weconsider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment andwhen the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. While our significant accountingpolicies are described in more detail in Note 2 of our consolidated financial statements, we believe that the following accounting policies are those most critical to thejudgments and estimates used in the preparation of our financial statements.
Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptionsare reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Product Recall: The estimate related to product recall is established using historical information and is established by applying a paid loss approach which considers thefollowing:
●		Customer Transaction Price –The amount that the customer has paid the Company or was paid to the Company via customer financing. This amount includesthe vehicle selling price, delivery costs, taxes and title, less any discounts the customer received;
●		Transportation Costs – The estimated transportation amount is the cost to ship customer vehicles to Mesa, Arizona, and is based on historic transportationexpenses;
●		Goodwill Payment – This amount is management’s voluntary payment to the customer to offset any customer payments that are not recoverable. This amount isnot required by NHTSA; and
●		Internal Costs Incurred – These are expenses related to researching a remedy for the recall issue.
Actual expenses incurred could differ from the estimated amount in future periods.
Inventory Valuation: We review our inventory to ensure that the carrying value does not exceed net realizable value (“NRV”), with NRV based on the estimated sellingprice of inventory, less disposal and transportation costs. When the carrying value of inventory exceeds its NRV, we perform an exercise to calculate the approximateamount by which carrying value is greater than NRV and record additional cost of the revenue for the difference. Once a write-off occurs, a new, lower cost basis isestablished. In estimating the net realizable value of the vehicle inventory at December 31, 2022, the Company has concluded that it is able to recover the inventory valuethrough exporting vehicles outside of the U.S. to recover tariffs already paid. The vehicle inventory’s net realizable value recognized at December 31, 2022 representsthe amount that can be recovered from claiming the tariff. In estimating the net realizable value of vehicle inventory at December 31, 2021, the Company considered theselling price information for sales near the balance sheet date.
Contract Termination: In December 2022, the Company provided written notice to Zongshen to cease production of the G3 SOLO in accordance with the terms of theManufacturing Agreement. Subsequent to December 31, 2022, Zongshen provided written notice to the Company estimating costs of $22.8 million related to the ceaseproduction notice and an estimate of costs associated with concluding the Manufacturing Agreement. The Company does not agree with Zongshen’s calculation ofmonetary claims; however, as of December 31, 2022, the Company has accrued an estimate of liability of $15.7 million in termination provisions under theManufacturing Agreement including the purchase of excess parts, production molds and payment for an additional 174 completed vehicles.
Impairment of Assets: Long-lived assets, such as plant, and equipment, finite-lived intangible assets, and operating lease right-of-use assets are reviewed for impairmentwhenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Estimates are used in the execution of suchimpairment testing. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flowsexpected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group exceeds the undiscounted cashflows, an impairment is recognized to the extent that the carrying amount exceeds the fair value. Fair value can be determined through various valuation techniquesincluding estimated discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment loss recognizedis not reversed in future periods.
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For the purpose of impairment testing at December 31, 2022, all held-and-used long-lived assets, including plant and equipment, operating lease right-of-use assets, andother assets were grouped in one asset group – the SOLO asset group. The carrying amount of the SOLO asset group was higher than the recoverable amount on anundiscounted cash flow basis, and therefore the Company compared the carrying amount of the SOLO asset group to its fair value, being the aggregate of the fair valuesof the individual assets within the asset group.
The Company estimated the fair values of the individual assets comprising the SOLO asset group using a combination of methods. The fair values of right-of-use assetsand leasehold improvements were determined using a discounted cash flows approach, where the significant inputs included the estimated market rent and discount ratefor each leased property. The Company used a combination of a market approach and cost approach to determine the fair values of the other plant and equipment andother assets. The significant input in the determination of the fair value of the cloud computing assets was the obsolescence factor applied to determine the depreciatedreplacement cost. For the year ended December 31, 2022, the Company recorded $Nil impairment charge for the SOLO asset group as the asset group’s estimated fairvalue exceeded its carrying value.
Changes in Accounting Policies and Future Accounting Changes
None.
Conversion from IFRS to U.S. GAAP
As the Company no longer qualifies as a foreign private issuer, its consolidated financial statements have been retroactively converted from IFRS to U.S. GAAP.
The significant differences between IFRS and U.S. GAAP as they relate to the Company are as follows:
●		cloud computing assets were expensed under IFRS. Under U.S. GAAP, costs relating to the implementation of the new enterprise resource planning (“ERP”)system in year 2022 and 2021 were capitalized. During the year ended December 31, 2022 and 2021, gross capitalized implementation costs amounted to$3,488,785 and $2,681,410, respectively; and
●		we applied ASC 842 to account for all the leases. All of the Company’s leases are operating leases under ASC 842. Under IFRS16, the right-of-use asset isgenerally amortized on a straight-line basis. Each component, amortization and interest expense, is presented separately on the statement of income. However,under ASC 842, lease expense for operating leases generally results in a straight-line expense profile. As a result of adoption of ASC 842, $767,293 ofamortization expense and $150,685 of interest expense was reclassified to rent expense for the year ended 2021.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
The consolidated financial statements and related information as listed below for the fiscal year ended December 31, 2022, are included in this Annual Report beginningon page F-1:
●		Reports of Independent Registered Public Accounting Firm: KPMG LLP, Vancouver, B.C., Canada, Auditor Firm ID: 85;
●		Consolidated Statements of Balance Sheets;
●		Consolidated Statements of Operations and Comprehensive Loss;
●		Consolidated Statements of Cash Flows;
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●		Consolidated Statements of Changes in Stockholders’ Equity; and
●		Notes to the Consolidated Financial Statements.
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		ElectraMeccanica Vehicles Corp.
		Consolidated Financial Statements
		Years Ended December 31, 2022 and 2021
		Expressed in United States Dollars
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KPMG LLPPO Box 10426 777 Dunsmuir StreetVancouver BC V7Y 1K3CanadaTelephone (604) 691-3000Fax (604) 691-3031
		Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of DirectorsElectraMeccanica Vehicles Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of ElectraMeccanica Vehicles Corp. and subsidiaries (the Company) as of December 31, 2022 and 2021,the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two-year periodended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly,in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the yearsin the two-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Change in Comprehensive Basis of Accounting
As discussed in Note 2 to the consolidated financial statements, the Company changed its comprehensive basis of accounting from International Financial ReportingStandards as issued by the International Accounting Standards Board to U.S. generally accepted accounting principles effective with the preparation of the consolidatedfinancial statements as of and for the year ended December 31, 2022. As a result, U.S. generally accepted accounting principles were applied retrospectively to theconsolidated balance sheet as of December 31, 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cashflows for the year ended December 31, 2021, and the related notes.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financialstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and arerequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control overfinancial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, weexpress no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated orrequired to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and(2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on theconsolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical auditmatter or on the accounts or disclosures to which it relates.
Valuation of long-lived assets
As discussed in Note 2 to the consolidated financial statements, the Company assesses long-lived assets, such as plant and equipment, finite-lived intangible assets, andoperating lease right-of-use assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. If circumstances requirea long-lived asset or asset group to be tested for impairment and the carrying amount of the long-lived asset or asset group exceeds the undiscounted cash flows, animpairment is recognized to the extent that the carrying amount of the assets exceeds their fair value. As discussed in Note 8 to the consolidated financial statements, forthe purpose of impairment testing as at December 31, 2022, all held-and-used long-lived assets, including plant and equipment, operating lease right-of-use assets, andother assets were grouped in one asset group – the SOLO asset group. As of December 31, 2022, the assets in the SOLO asset group included a portion of the$16,452,477 in plant and equipment related to leasehold improvements, $9,031,277 in operating lease right-of-use assets, and $3,920,869 and $1,234,039 in cloudcomputing assets included in other assets, and prepaid expenses and other current assets, respectively.
We identified the assessment of the valuation of certain assets within the SOLO asset group as a critical audit matter. Subjective auditor judgment was required toevaluate the selection of the market rent and discount rate inputs used in determining the fair values of the operating lease right-of-use assets and leasehold improvementsincluded in the Company’s plant and equipment. Subjective auditor judgment was also required to evaluate the selection of the method applied and the obsolescencefactor used in determining the fair value of the cloud computing assets. The estimation of market rents, discount rates, and obsolescence factor is subject to significantmeasurement uncertainty. Changes in these assumptions or the use of a different valuation method to value the cloud computing assets could have had a significantimpact on the fair values of the leasehold improvements, operating lease right-of-use assets, and cloud computing assets within the SOLO asset group.
The following are the primary procedures we performed to address this critical audit matter. We performed sensitivity analysis and assessed the impact of possiblechanges to the market rents and discount rates on the fair values of the right-of-use assets and leasehold improvements. With the assistance of valuation professionalswith specialized skills and knowledge, we:
●		compared the selected market rents and discount rates to third-party industry data for premises with similar characteristics, including type and location.
●		evaluated the appropriateness of the valuation model selected to determine the fair value of the cloud computing assets by inspecting supporting documentationobtained from the Company and the Company’s external valuation specialists.
●		compared the selected obsolescence factor for the cloud computing assets to third-party industry data for similar assets.
/s/ KPMG LLPChartered Professional Accountants
We have served as the Company’s auditor since 2018.
Vancouver, CanadaApril 17, 2023.
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ElectraMeccanica Vehicles Corp.Consolidated Balance Sheets(Expressed in United States dollars)
			December 31, 2022		December 31, 2021
ASSETSCurrent assetsCash and cash equivalents
		$		134,255,538	$		221,928,008
Receivables, net				273,958			372,021
Prepaid expenses and other current assets				11,390,850			14,964,399
Inventory, net				4,233,055			3,580,450
Total current assets				150,153,401			240,844,878
Restricted cash				515,449			291,676
Plant and equipment, net				16,452,477			8,386,478
Operating lease right-of-use assets				9,031,277			1,737,409
Other assets				5,081,869			3,172,057
Goodwill			—			549,760
Intangible assets, net				11,956			415,779
Total assets		$		181,246,429	$		255,398,037
Current liabilities
Trade payables and accrued liabilities				19,346,250			6,810,781
Customer deposits				339,744			489,040
Construction contract liability			220			161,879
Current portion of lease liabilities				810,677			392,279
Contract termination liability				15,700,000				—
Total current liabilities				36,196,891			7,853,979
Derivative liabilities			—			191,203
Share-based compensation liability				76,476			53,362
Lease liabilities				17,528,282			1,494,992
Deferred revenue				119,253			119,253
Total liabilities				53,920,902			9,712,789
Commitments and contingencies
Shareholders’ equity
Share capital - without par value, unlimited shares authorized; 119,287,917 and 117,338,964 shares issued and
outstanding as of December 31, 2022 and 2021, respectively				395,564,470			390,290,103
Accumulated other comprehensive income				4,566,225			4,501,800
Accumulated deficit				(272,805,168)			(149,106,655)
Total shareholders’ equity				127,325,527			245,685,248
Total liabilities and shareholders’ equity		$		181,246,429	$		255,398,037
The accompanying notes are an integral part of these consolidated financial statements
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ElectraMeccanica Vehicles Corp.Consolidated Statements of Operations and Comprehensive Loss(Expressed in United States dollars)
			Years Ended
			December 31, 2022		December 31, 2021
Revenue		$			6,812,446	$		2,100,770
Cost of revenue					33,067,782			4,334,681
Gross loss					(26,255,336)			(2,233,911)
Operating expenses
General and administrative expenses					39,755,257		28,187,657
Research and development expenses					22,031,212		17,090,282
Sales and marketing expenses					14,663,968		10,773,938
Impairment					7,592,641				—
					84,043,078		56,051,877
Operating loss					(110,298,414)		(58,285,788)
Other non-operating income (expense)
Interest income					2,301,218			421,104
Changes in fair value of derivative liabilities			191,202		18,920,428
Contract termination loss					(15,700,000)				—
Other income / (expense), net			(44,764)			175,368
Foreign exchange loss			(124,201)			(9,758)
Loss before taxes					(123,674,959)		(38,778,646)
Current income tax expense			23,554			850
Net loss		$			(123,698,513)	$	(38,779,496)
Other comprehensive income
Foreign currency translation adjustments			64,425			587
Comprehensive loss		$			(123,634,088)	$	(38,778,909)
Loss per share – basic and diluted		$	(1.04)	$		(0.35)
Weighted average number of shares outstanding – basic and diluted					118,739,410		111,720,726
The accompanying notes are an integral part of these consolidated financial statements
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ElectraMeccanica Vehicles Corp.Consolidated Statements of Cash Flows(Expressed in United States dollars)
			Years Ended
			December 31, 2022	December 31, 2021
Operating activities
Net loss		$			(123,698,513)	$	(38,779,496)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					5,822,999			3,483,981
Stock-based compensation expense					4,985,953			5,065,330
Inventory provision					13,829,497			1,679,736
Impairment					7,592,641		—
Contract termination loss					15,700,000		—
Recall provision					8,915,044		—
Change in fair value of derivative liabilities			(191,202)	(18,920,428)
Unrealized currency translation losses			16,498	—
Changes in operating assets and liabilities:
Receivables			79,361			(320,991)
Prepaid expenses and other assets					(5,594,460)		(13,080,960)
Inventory					(14,664,270)			(4,714,161)
Trade payables and accrued liabilities					1,873,380			4,539,905
Operating lease liabilities					1,233,699			193,804
Customer deposits and construction contract liabilities			(310,955)			132,047
Net cash used in operating activities					(84,410,328)		(60,721,233)
Cash flows in investing activities
Expenditures on plant and equipment					(3,398,974)			(4,638,821)
Net cash used in investing activities					(3,398,974)			(4,638,821)
Cash flows from financing activities
Proceeds on issuance of common shares – net of issue costs			—	145,613,006
Proceeds from / (payment for) issuance of common shares for RSU settlement			(106,187)			(185,274)
Payment for DSU settlement			—			(19,625)
Proceeds from issuance of common shares for options exercised			487,054			1,145,538
Proceeds from issuance of common shares for warrants exercised			—	11,431,030
Net cash provided by financing activities			380,867	157,984,675
Increase / (decrease) in cash and cash equivalents and restricted cash					(87,428,435)		92,624,621
Effect of exchange rate changes on cash and cash equivalents and restricted cash			(20,262)	587
Cash and cash equivalents and restricted cash, beginning					222,219,684		129,594,476
Cash and cash equivalents and restricted cash, ending		$			134,770,987	$	222,219,684
The accompanying notes are an integral part of these consolidated financial statements
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ElectraMeccanica Vehicles Corp.Consolidated Statements of Changes in Stockholders’ Equity(Expressed in United States dollars)
		Accumulated
		Other
	Share capital	Comprehensive	Accumulated
				Number of shares			Amount	Income		Deficit				Total Equity
Balance at December 31, 2020					89,309,563	$			228,505,236	$	4,501,213	$	(110,327,159) $			122,679,290
Effect of change in functional currency [1]				—			(14,539,226)			—				—	(14,539,226)
Balance at January 1, 2021					89,309,563	$			213,966,010	$	4,501,213	$	(110,327,159) $			108,140,064
Shares issued for cash					21,179,495				145,768,108							—				—	$	145,768,108
Share issuance costs				—			(155,102)			—				—	(155,102)
Shares issued pursuant to exercise of warrants					4,269,414				24,758,479							—				—		24,758,479
Shares issued pursuant to exercise of options					2,456,240				1,145,538							—				—		1,145,538
Shares issued pursuant to exercise of RSU					118,497				(185,274)				—			—		(185,274)
Shares issued pursuant to exercise of DSU				5,755			19,625							—			—					19,625
Transfer of DSU to liabilities [2]				—			(152,165)			—				—	(152,165)
Stock-based compensation				—			5,124,884							—			—		5,124,884
Net loss				—								—							—		(38,779,496)			(38,779,496)
Foreign currency translation				—								—							587				—		587
Balance at December 31, 2021					117,338,964	$			390,290,103	$	4,501,800	$	(149,106,655) $			245,685,248
Shares issued pursuant to exercise of options					1,615,430				487,054							—				—				487,054
Shares issued pursuant to exercise of RSU					333,523				(175,526)				—			—		(175,526)
Stock-based compensation				—			4,962,839							—			—		4,962,839
Net loss				—								—							—		(123,698,513)			(123,698,513)
Foreign currency translation				—								—		64,425			—					64,425
Balance at December 31, 2022					119,287,917	$			395,564,470	$	4,566,225	$	(272,805,168) $			127,325,527
[1] The Company considered the current and prospective economic substance of the underlying transactions and circumstances of the Company and concluded that as of January 1, 2021,
the functional currency should be USD rather than CAD. The effect of the change in functional currency to USD was applied prospectively in the financial statements effectiveJanuary 1, 2021. The financial position of the Company as at January 1, 2021 has been translated from CAD to USD at an exchange rate of 1.273.
[2] During the year ended December 31, 2021, the Company changed the settlement intention by allowing the holders of the DSUs to settle the DSUs in cash or common shares. As a
result, the entire DSU balance of $152,165 was reclassified from equity to Share-based compensation liability.
The accompanying notes are an integral part of these consolidated financial statements
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
1.		Nature and continuance of operations
ElectraMeccanica Vehicles Corp. (the “Company”) was incorporated on February 16, 2015, under the laws of the Province of British Columbia, Canada, and its principalactivity is the development and manufacturing of electric vehicles (“EV”s).
The head office and principal address of the Company are located at 8057 North Fraser Way, British Columbia, Canada, V5J 5M8.
These consolidated financial statements have been prepared on the assumption that the Company will continue in operation for the foreseeable future and will be able torealize assets and discharge liabilities in the ordinary course of operations. The Company’s principal activity is the design, development, and manufacturing of electricvehicles. As at December 31, 2022, although the Company has commenced commercial sales of the purpose-built single seat SOLO, it is not able to finance day-to-dayactivities through operations. The Company’s continuation is dependent upon the successful results from its electric vehicle manufacturing activities and its ability toattain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations.
The Company commenced commercial deliveries of its first SOLO in October 2021. For the year ended December 31, 2022, the Company recognized $6,812,446(December 31, 2021 - $1,174,310) in revenues from the sale of these electric vehicles.
It is anticipated that additional funding will be required in the future. Management primarily intends to finance its operations over the next 12 months principally usingexisting cash on hand, and may supplement by additional funding through private placements and/or public offerings of equity capital or debt.
2.		Summary of significant accounting policies
Basis of presentation and consolidation
As a non-U.S. company listed on the NASDAQ, the United States Securities and Exchange Commission (“SEC”) requires the Company to perform a test on the lastbusiness day of the second quarter of each fiscal year to determine whether the Company continues to meet the definition of a foreign private issuer (“FPI”). Historically,the Company met the definition of an FPI, and as such, prepared consolidated financial statements in accordance with International Financial Reporting Standards asissued by the International Accounting Standards Board (“IFRS”), reported with the SEC on FPI forms, and complied with SEC rules and regulations applicable to FPIs.
On June 30, 2022, the Company performed the test and determined that the Company no longer met the definition of an FPI. As such, the Company is required to prepareconsolidated financial statements in accordance with United States Generally Accepted Accounting Principles (“US GAAP”), report with the SEC on domestic forms,and comply with SEC rules and regulations applicable to domestic issuers.
In the year ended December 31, 2022, the Company has therefore retrospectively adopted U.S. GAAP. The consolidated financial statements of the Company have beenprepared in accordance with U.S. GAAP for all periods presented. Comparative figures, which were previously prepared in accordance with IFRS, have been adjusted asrequired to be compliant with the Corporation’s accounting policies under US GAAP.
These consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. Allintercompany balances and transactions have been eliminated from the Company’s consolidated financial statements.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Use of estimates
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affectthe reported amounts of assets, liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reportingperiod. Actual results may differ from the estimates made by management.
Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptionsare reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Estimates include the following:
●		estimating the write down of inventory to net realizable value;
●		estimating the fair value of stock options that are based on market conditions;
●		estimating the incremental borrowing rate for calculating the lease liabilities;
●		estimating the warranty provision and recall provision;
●		estimating the contingent liabilities for the contract termination; and
●		estimating the fair value of the long-lived assets to determine and measure impairment losses on property and equipment, right-of-use assets and cloudcomputing assets included in other assets.
The Covid-19 outbreak brings significant uncertainty as to the potential impact on our operations, supply chains for parts and sales channels for our products, and on theglobal economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to priorlevels. Therefore, the Company has not changed any estimates and assumptions in the preparation of the consolidated financial statements.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits with banks with original maturities of ninety days or less and overdrafts to the extent there is a legal right ofoffset and practice of net settlement with cash balances.
Inventory
Inventory consists of vehicles and parts held for resale or for use in fixed fee contracts and is valued at the lower of cost and net realizable value. The cost of inventoryincludes purchase costs and conversion costs, and is determined principally by using the weighted average method. Net realizable value is the estimated selling price inthe ordinary course of business less the estimated costs of completion, disposal, and transportation, and any other estimated costs necessary to make the sale. Asnecessary, the Company records write-downs for excess, slow moving and obsolete inventory. To determine these amounts, the Company regularly reviews inventoryquantities on hand and compares them to estimates of historical utilization, future product demand, and production requirements. Write-downs of inventory to netrealizable value are recorded in cost of revenue in the consolidated financial statements.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Prepaid expenses and deposits
The Company pays for some goods and services in advance and recognizes these expenses as prepaid expenses at the balance sheet date. If certain prepaid expensesextend beyond one-year, those are classified as non-current assets.
Plant and equipment
Plant and equipment are measured at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditures thatare directly attributable to the acquisition of the asset, including all costs incurred in bringing the asset to its present location and condition.
Depreciation is generally computed using the straight-line method over the estimated useful lives of the respective assets, as follows:
Furniture and equipment		5 years
Computer hardware		3 years
Computer software		2 years
Vehicles		3 years
Production molds		3 years
Leasehold improvements		over term of lease
Right-of-use assets		over term of lease
Impairment of long-lived assets
Long-lived assets, such as plant, and equipment, finite-lived intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events orchanges in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested forpossible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carryingamount of the long-lived asset or asset group exceeds the undiscounted cash flows, an impairment is recognized to the extent that the carrying amount exceeds the fairvalue. Fair value can be determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independentappraisals, as considered necessary. Any impairment loss recognized is not reversed in future periods.
Goodwill is assessed for impairment annually on December 31 or more frequently if events or changes in circumstances indicate that the carrying value of a reportingunit more likely than not exceeds its fair value. Goodwill is tested for impairment at the reporting unit level, which is the operating segment, or a component, which isone level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics.
Goodwill is tested for impairment when there is a triggering event indicating that the carrying amount may be impaired. When impairment indicators are identified, theCompany compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between thereporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. Anyimpairment loss recognized is not reversed in future periods.
For the purposes of annual impairment testing, the carrying amounts of goodwill are allocated to the reporting units. In conducting its annual impairment test, theCompany first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Factorsconsidered in a qualitative assessment include, among other things, macroeconomic conditions, industry and market considerations, financial performance of therespective reporting unit and other relevant entity and reporting-unit specific considerations. If factors indicate that the fair value of the reporting unit is less than itscarrying amount, the Company performs a quantitative assessment. The fair value of the reporting unit is determined by analyzing scenarios of business projections andsensitivities attempting to model various assumptions as to how the revenues and cash flows of the business may evolve
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
depending on factors including macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reportingunit. The Company estimates the fair values of its reporting units based on discounted cash flow (“DCF”) methodology reflecting the latest projections.
Cloud computing arrangements
Capitalized implementation costs for cloud computing arrangements represents the primary balance of the Company’s other assets.
The Company’s cloud computing arrangements primarily comprise of hosting arrangements which are service contracts, whereby the Company gains remote access touse enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees areusually prepaid and recorded in operating expense over the period that the Company has access to use the software. Implementation costs for cloud computingarrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computingsoftware for its intended use. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the cloud computing arrangement,which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. We onlycapitalize subsequent additions, modifications or upgrades to internal-use software to the extent that such changes allow the software to perform a task it previously didnot perform.
Leases
The Company enters into contractual arrangements for the utilization of certain non-owned assets. These principally relate to property for the Company’s offices,assembly facility and kiosk locations which have varying terms including extension and termination options.
The Company determines if an arrangement is a lease at inception. Leases are evaluated at commencement to determine proper classification as an operating lease or afinance lease. The Company’s leases are all operating leases. The Company recognizes a right-of-use (“ROU”) asset and lease liability at lease commencement based onthe present value of lease payments over the lease term.
The Company generally uses its incremental borrowing rate as the discount rate as most of the Company’s lease arrangements do not provide an implicit borrowing rate.The incremental borrowing rate is estimated using a combination of risk free interest rate corresponding to lease terms, as well as a blended credit risk spread.
For operating leases, fixed lease payments are recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-leasecomponents, and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Certainlease agreements include variable lease payments that depend on an index, as well as payments for non-lease components, such as common area maintenance, and certainpass-through operating expenses such as real estate taxes and insurance. In instances where these payments are fixed, they are included in the measurement of our leaseliabilities, and when variable, are excluded and recognized in the period in which the obligations for those payments are incurred. The Company’s leases do not containany material residual value guarantees or payments under purchase and termination options.
Lease terms are initially determined as the non-cancellable period of a lease adjusted for options to extend or terminate a lease that are reasonably certain to be exercised.Lease liabilities are subsequently measured at amortized cost using the effective interest method.
Right of use assets are carried at cost less accumulated amortization, impairment losses, and any subsequent remeasurement of the lease liability. Initial cost comprisesthe lease liability adjusted for lease payments at or before the commencement date, lease incentives received, initial direct costs and an estimate of restoration costs.
The Company has elected not to present short-term leases on the consolidated balance for leases that have lease terms of 12 months or less and do not contain purchaseoptions or renewal terms that the Company is reasonably certain to exercise. The lease expense related to those short-term leases is recognized on a straight-line basisover the lease term.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Revenue
The Company generates revenue primarily through the sale of electric vehicles as well as parts sales, services, repairs, and support services, and sales of custom builtvehicles; however, the revenue from custom built vehicles permanently ceased in the fourth quarter 2022.
Sales of electric vehicles
Vehicle sales revenue is generated from the sale of electric vehicles to customers. There is one performance obligation identified in vehicle sale arrangements. Shippingand handling provided by Company is considered a fulfillment activity. Payment is typically received at or prior to the transfer of control of the vehicle to the customer.The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion ofdelivery to the agreed upon delivery location or upon pick up of the vehicle by the customer.
The Company’s vehicle contracts do not contain a significant financing component. The Company has elected to exclude sales taxes and amounts collected on behalf ofthird parties from the measurement of the transaction price.
The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment offaulty parts or components. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create aperformance obligation separate from the sale of the vehicle. The estimated cost of the assurance-type warranty is accrued at the time of vehicle sale. These provisionsare estimated based on historical warranty claim experience with consideration given to the expected level of future warranty costs as well as current information onrepair costs. The provision for product warranties are utilized for expenditures based on the demand from customers. The warranty expense recorded as a component ofcost of revenue in the consolidated statements of operations was approximately $0.7 million for the year ended December 31, 2022.
As disclosed in Notes 10 and 21, the Company has decided to buy-back all the vehicles sold and has recognized a recall provision at December 31, 2022 in relation to theanticipated expenditures under this program to repurchase all the G3 SOLO vehicles previously sold. At December 31, 2022, no additional warranty provision has beenrecognized other than the recall provision as no future warranty services would be required following Company’s decision to buy-back the vehicles under the recall. Asof December 31, 2021, $ nil warranty provision was recognized based on management’s estimate.
Part sales
The sale of parts is a single performance obligation to be recognized at the point in time when control is transferred to the customer. Shipping and handling provided byCompany is considered a fulfillment activity. Payment for the products sold are made upon invoice or in accordance with payment terms customary to the business. TheCompany’s parts sales do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price.
Services, repairs and support services
Services, repairs and support services are recognized in the accounting period when the services are rendered. Payment for the services are made upon invoice or inaccordance with payment terms customary to the business. The Company’s service revenue does not contain a significant financing component. The Company haselected to exclude sales taxes from the measurement of the transaction price.
Sales of custom built vehicles
The Company manufactures and sells custom built vehicles typically on fixed fee arrangements with its customers. Revenue is recognized when the Company hastransferred control to the customer which generally occurs upon completion of shipment to the
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
customer. There is one performance obligation identified in vehicle sale arrangements. Shipping and handling provided by the Company is considered a fulfillmentactivity. Payment is typically received at or prior to the transfer of control of the vehicle to the customer. The Company’s vehicle contracts do not contain a significantfinancing component. The Company has elected to exclude sales taxes and amounts collected on behalf of third parties from the measurement of the transaction price.
Foreign currency translation
The Company and its subsidiaries’ functional currency is U.S. dollars (“USD”), except for the functional currency of Intermeccanica. International Inc. is CAD and thefunctional currency of EMV Automotive Technology (Chongqing) Inc. is the Chinese RMB. The Company reassessed the functional currency during its first quarter of2021 and determined that the factors now supported USD as the functional currency for the Company and certain of its subsidiaries. The Company has applied thechange in functional currency from Canadian dollars (“CAD”) to USD effective January 1, 2021.
Each entity within the consolidated group records transactions using its functional currency, being the currency of the primary economic environment in which itoperates. Foreign currency transactions are translated into the respective functional currency of each entity using the foreign currency rates prevailing at the date of thetransaction. Period-end balances of monetary assets and liabilities in foreign currency are translated to the respective functional currencies using period-end foreigncurrency rates. Foreign currency gains and losses arising from the settlement of foreign currency transactions are recognized in the consolidated statements of operationsand comprehensive loss.
On consolidation, the assets and liabilities of foreign operations that have a functional currency other than USD are translated into USD at the exchange rates in effect atthe end of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the period. The resulting translation gainsand losses are included within other comprehensive loss. The cumulative deferred translation gains or losses on the foreign operations are reclassified to net income, onlyon disposal of the foreign operations.
Advertising and marketing costs
The Company expenses advertising costs when incurred in sales and marketing expenses.
Research and development expenses
Research and development expenses consist primarily of personnel-related expenses, contractor fees, engineering design and testing expenses, and allocated facilitiescost. Most of the Company’s research and development expenses are related to developing new products and services and improving existing products and services.Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive loss.
Stock-based compensation
The Company has a share-based compensation plan under which various types of equity-based awards may be granted, including stock options, deferred stock units(DSUs) and restricted stock units (RSUs). We use the fair value method of accounting for our stock options, DSUs and RSUs. The fair value of stock option awards withonly service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. The Black-Scholes option-pricingmodel requires inputs such as the risk-free interest rate, expected term and expected volatility. These inputs are subjective and generally require significant judgment. Thefair value of DSUs and RSUs is measured on the grant date based on the closing fair market value of our common stock. Stock-based compensation expense isrecognized over the vesting period on a straight-line basis. The Company estimates expected forfeitures at the time of grant instead of accounting for forfeitures as theyoccur.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performancemilestones when the achievement of each individual performance milestone becomes probable. For performance-based awards with a vesting schedule based on theattainment of both performance and market conditions, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expectedachievement period for the operational milestone for such tranche and (ii) the expected achievement period for the related market capitalization milestone determined onthe grant date, beginning at the point in time when the relevant operational milestone is considered probable of being achieved. If such operational milestone becomesprobable any time after the grant date, we will recognize a cumulative catch-up expense from the grant date to that point in time. If the related market capitalizationmilestone is achieved earlier than its expected achievement period and the achievement of the related operational milestone, then the stock-based compensation expensewill be recognized over the expected achievement period for the operational milestone, which may accelerate the rate at which such expense is recognized. The fair valueof such awards is estimated on the grant date using Monte Carlo simulations.
Stock-based compensation expense is recorded in general and administrative expenses, research and development expenses and sales and marketing expenses in theconsolidated statements of operations and comprehensive loss.
Income taxes
Income taxes are comprised of current and deferred taxes. These taxes are accounted for using the liability method. Current tax is recognized in connection with incomefor tax purposes, unrealized tax benefits and the recovery of tax paid in a prior period and measured using the enacted tax rates and laws applicable to the taxation periodduring which the income or loss for tax purposes arose.
Deferred tax is recognized on the difference between the carrying amount of an asset or a liability, as reflected in the financial statements, and the corresponding tax base,used in the computation of income for tax purposes (temporary differences) and measured using the enacted tax rates and laws as at the balance sheet date that areexpected to apply to the income that the Company expects to arise for tax purposes in the period during which the difference is expected to reverse. Management assessesthe likelihood that a deferred tax asset will be realized, and a valuation allowance is provided to the extent that it is more likely than not that all or a portion of a deferredtax asset will not be realized. The determination of both current and deferred taxes reflects the Company’s interpretation of the relevant tax rules and judgement.
An unrealized tax benefit may arise in connection with a period that has not yet been reviewed by the relevant tax authority. A change in the recognition or measurementof an unrealized tax benefit is reflected in the period during which the change occurs.
Income taxes are recognized in the consolidated statements of operations and comprehensive loss, except when they relate to an item that is recognized in othercomprehensive loss or directly in equity, in which case, the taxes are also recognized in other comprehensive loss or directly in equity respectively. Where income taxesarise from the initial accounting for a business combination, these are included in the accounting for the business combination.
Interest and penalties in respect of income taxes are not recognized in the consolidated statement of operations and comprehensive loss as a component of income taxesbut as a component of interest expense.
Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability hasbeen incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, theCompany accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Net income or loss per share
Basic net earnings or loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number ofcommon shares outstanding during the period. Diluted net earnings or loss per share is determined by adjusting the profit or loss attributable to common shareholders andthe weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprisewarrants, share options, deferred share units, restricted share units and restricted shares granted to employees and directors.
Segment reporting
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief OperatingDecision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief ExecutiveOfficer. The Company’s operations consisted of two operating segments - electric vehicles and custom-built vehicles, which are its reportable segments in year for 2022and 2021.
Fair value measurements
The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fairvalue on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions thatmarket participants would use in pricing an asset or a liability.
The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.
Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models,discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
Our financial assets include cash and cash equivalents, receivables, and restricted cash. Our financial liabilities include trade payables and accrued liabilities, derivativeliabilities, share-based compensation liability, and lease liabilities. The carrying amounts of these instruments, including cash and cash equivalents, receivables, restrictedcash, and trade payables and accrued liabilities, are considered to be representative of their fair values because of their short-term nature.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits and certainreceivables. The Company holds cash and cash equivalents with highly rated financial institutions. Balances with these institutions exceeded the Canadian DepositInsurance Corporation insured amount of CAD$100 thousand as of December 31, 2022. The Company has not experienced any significant credit losses in these accountsand does not believe the Company is exposed to any significant credit risk on these instruments.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Concentration of supply risk
In September 2017, we entered into the Manufacturing Agreement with Zongshen. In 2022 and 2021, the delivery of SOLO vehicles to our customers and the revenuederived depended on Zongshen’s ability to fulfil its obligations under that Manufacturing Agreement. On December 20, 2022, the Company gave notice to Zongshen toimmediately cease all production of SOLO vehicles due to the economic hardship and issues noted with the vehicles, pursuant to which, such concentration risk nolonger existed (see Note 12).
Standards issued but not yet effective
All ASUs issued but not yet adopted were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated financialstatements or financial statement disclosures.
3.		Cash and cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of thesame such amounts shown in the consolidated statements of cash flows.
				December 31,2022		December 31,2021
Cash and cash equivalents			$				134,255,538	$		221,928,008
Restricted cash							515,449			291,676
Total cash, cash equivalents and restricted cash			$				134,770,987	$		222,219,684
The Company’s restricted cash as of December 31, 2022 and 2021 consists of certificates of deposits related to the Company’s corporate credit card program.
4.		Prepaid expenses and other current assets
				December 31,2022		December 31,2021
Solo deposit (with manufacturer)			$				7,133,451	$		4,734,914
Battery cell deposit							300,000			6,121,372
Battery deposit					—				100,207
Prepaid insurance							1,095,152			2,027,001
Prepaid rent and security deposit							495,112			444,976
Cloud computing assets							1,234,039			536,282
Other prepaid expenses							1,133,096			999,647
			$				11,390,850	$		14,964,399
For the year ended December 31, 2022, an impairment loss of $2,804,032 (2021 - $nil) was recognized for non-refundable deposits for battery cells dedicated to theSOLO, as a result of the Company’s decision to stop production of the SOLO as well as considering alternative uses and maintenance of such batteries.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
5.		Inventory, net
The Company’s inventory consisted of the following:
				December 31, 2022		December 31, 2021
Parts and batteries			$				1,242,055	$		906,505
Work in progress					—				128,424
Vehicles							18,022,771			4,232,736
Inventory provision							(15,031,771)			(1,687,215)
			$				4,233,055	$		3,580,450
For the year ended December 31, 2022 and 2021, the amounts of $13,829,497 and $1,687,215, respectively, were recognized as inventory write-downs and reflected incost of revenue. In estimating the net realizable value of the vehicle inventory at December 31, 2022, the Company has concluded that it is able to recover the inventoryvalue through exporting vehicles outside of the U.S. to recover tariffs already paid. The vehicle inventory’s net realizable value recognized at December 31, 2022represents the amount that can be recovered from claiming the tariff. In estimating the net realizable value of vehicle inventory at December 31, 2021, the Companyconsidered the selling price information for sales near the balance sheet date.
6.		Plant and equipment
				December 31, 2022		December 31, 2021
Furniture and equipment			$				2,117,901	$		927,430
Computer hardware and software							1,381,786			1,003,575
Vehicles							1,046,817			2,306,849
Leasehold improvements							12,862,333			1,560,676
Production tooling and molds							1,956,743			8,001,229
Total plant and equipment							19,365,580			13,799,759
Less: accumulated depreciation							(2,913,103)			(5,413,281)
Plant and equipment, net			$				16,452,477	$		8,386,478
During the year ended December 31, 2022 and 2021, depreciation expense of $4,938,545 and $3,480,055, respectively, was included in the general and administrativeexpenses.
At December 31, 2022, production tooling and molds with a cost of $8,112,133 and accumulated depreciation of $6,294,544 were written off to nil as these moldingassets for the SOLO will no longer be used and these assets were not considered to have any alternate use.
As at December 31, 2022, vehicle assets with cost of $3,563,105 and accumulated depreciation of $966,175 were impaired. These vehicles are SOLO demo vehicles usedfor sales and services. An impairment loss of $2,001,930 was recognized based on the amount that can be recovered from claiming the tariff and disposing of thevehicles.
7.		Other assets
				December 31, 2022		December 31, 2021
Security deposit			$				1,161,000	$		1,161,000
Cloud computing assets							3,920,869			2,011,057
			$				5,081,869	$		3,172,057
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
As of December 31, 2022, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization were $6,170,195 and$1,015,287, respectively (December 31, 2021 - $2,681,410 and $134,071, respectively). Our capitalized implementation costs primarily relate to the implementation of anew enterprise resource planning (“ERP”) system during 2021 and 2022. In October 2021, we successfully went live with the new ERP system and started to amortizethe cost, and we continue to progress with additional functionality and integrations as scheduled. These capitalized costs are included as a component of prepaid expensesand other current assets and other non-current assets on our consolidated balance sheet. During the years ended December 31, 2022 and 2021, amortization expense of$881,216 and $134,071, respectively was recorded for capitalized implementation costs. The estimated aggregate amortization expense amounts to $1,234,039 for eachof year 2023 to year 2025, $925,529 for year 2026, and $nil for year 2027.
8.		Impairment of long-lived assets
We review the carrying value of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may nolonger be appropriate.
On December 20, 2022, the Company gave notice to Zongshen to immediately cease all production of SOLO vehicles due to the economic hardship and issues notedwith the vehicles. Due to the cease of production of SOLO vehicles, the Company will no longer be using some production mold equipment and SOLO demo vehicles.As a result, we concluded that an impairment triggering event had occurred for the equipment no longer in use. The Company recorded a $3,819,519 non-cashimpairment charge for production mold equipment and SOLO demo vehicles in 2022 (see Note 6).
The Company started to sell the SOLO in October 2021 and has been generating a gross loss from selling the vehicles. In Q4 2022, we reduced the SOLO listing pricefrom $18,500 to $15,500. On December 20, 2022, the Company gave notice to Zongshen to immediately cease all production of SOLO vehicles. On February 17, 2023,the Company announced a voluntary recall of the SOLO. The Company has paused deliveries and sales of the SOLO while investigating the issue. The recall was issueddue to the vehicle potentially experiencing a loss of propulsion while driving. Due to the fact that the SOLO vehicles have been generating a negative cash flow, the planto cease production of SOLO, as well as the quality issues with the SOLO, we concluded that an impairment triggering event had occurred for the SOLO asset group atDecember 31, 2022.
For the purpose of impairment testing at December 31, 2022, all held-and-used long-lived assets, including plant and equipment, operating lease right-of-use assets, andother assets were grouped in one asset group – the SOLO asset group. The carrying amount of the SOLO asset group was higher than the recoverable amount on anundiscounted cash flow basis, and therefore the Company compared the carrying amount of the SOLO asset group to its fair value, being the aggregate of the fair valuesof the individual assets within the asset group.
The Company estimated the fair values of the individual assets comprising the SOLO asset group using a combination of methods. The fair values of right-of-use assetsand leasehold improvements were determined using a discounted cash flows approach, where the significant inputs included the estimated market rent and discount ratefor each leased property. The Company used a combination of a market approach and cost approach to determine the fair values of the other plant and equipment andother assets. The significant input in the determination of the fair value of the cloud computing assets was the obsolescence factor applied to determine the depreciatedreplacement cost. For the year ended December 31, 2022, the Company recorded $Nil impairment charge for the SOLO asset group as the asset group’s estimated fairvalue exceeded its carrying value.
There was no impairment of long-lived assets for the year ended December 31, 2021.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
9.		Goodwill and intangible assets
Goodwill
The Company recognized goodwill and intangible assets from the acquisition of Intermeccanica International Inc. (“Intermeccanica”), a developer and manufacturer ofhigh-end custom-built vehicles in year 2017, which belongs to the custom built vehicle reportable segment.
The Company tests goodwill for impairment at the reporting unit level annually on December 31 and whenever events or circumstances make it more likely than not thatan impairment may have occurred. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned when initiallyrecorded. The Company has two reporting units, which are the same as its two operating segments (see Note 18).
Intermeccanica started the restricting process and stopped taking any further orders in 2022. As such and in connection with the Company’s annual and long-rangeplanning process, which coincided with the Company’s annual goodwill impairment test in the fourth quarter, management determined that the custom built vehiclereporting unit’s financial performance would be lower than previously anticipated. The Company’s quantitative goodwill impairment test using an income methodologyindicated that its fair value of the custom built vehicle reporting units no longer exceeded the carrying value, and therefore the Company recognized goodwill impairmentof $549,760, representing the full amount of goodwill.
The quantitative goodwill impairment test performed by the Company as of December 31, 2022, included significant level 3 fair value estimates and assumptionsincluding, among others, cash flow projections and selecting an appropriate discount rate.
There was no impairment of goodwill for the year ended December 31, 2021.
Intangible assets
The Company’s intangible assets consist of trade name, customer relationships, domain name and non-compete covenants. These intangible assets were acquired fromthe acquisition of Intermeccanica. The non-compete covenants asset is amortized over five years and the other intangible assets have indefinite lives.
The trade name, customer relationships and non-compete covenants assets belong to the custom built vehicle reportable segment. The Company’s quantitativeimpairment test indicated that the fair value of the custom built vehicle reporting unit no longer exceeded its carrying value, consequently the Company recognizedimpairment charges of $400,628 for trade name, customer relationships and non-compete covenant assets during the year ended December 31, 2022.
The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows:
			As of December 31, 2022
				Gross carrying	Accumulated	Net carrying
					amount	amortization			amount
Domain name				$		11,956 $	— $	11,956
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
		As of December 31, 2021
			Gross carrying	Accumulated	Net carrying
				amount	amortization			amount
Customer relationships			$		68,342 $	— $	68,342
Non-compete covenants					19,639					16,444		3,195
Trade name					332,286			—			332,286
Domain name					11,956			—			11,956
			$		432,223	$				16,444	$	415,779
There was no impairment of intangible assets for the year ended December 31, 2021.
10.							Trade payables and accrued liabilities
				December 31, 2022				December 31, 2021
Trade payables			$	3,792,827				$	1,249,861
Due to related parties				2,945			743,100
Recall provision (Note 21)				8,915,044			—
Accrued liabilities				6,635,434	4,817,820
			$	19,346,250				$	6,810,781
On February 17, 2023, the Company announced a voluntary recall of the G3 SOLO. The Company paused deliveries and sales of the SOLO while investigating the issue.The recall was made due to the vehicle potentially experiencing a loss of propulsion while driving. The Company was required to fix the issue within a specifictimeframe from the date of recall announcement. After a thorough investigation, the Company was not able to determine the root cause and fix of the said issue and hastherefore issued a buy-back program for all 429 retailed vehicles. The Company has recorded a recall provision of $8,915,044 as an estimate of the cost to buy back allretailed vehicles. This amount is included within accrued liabilities.
11.							Leases
The Company has operating leases for engineering center and office and, warehouse spaces and kiosk locations to promote vehicle sales. These leases span a period ofone to eleven years.
The components of lease expense, included within general and administrative expenses and sales and marketing expenses are as follows within the Company’sconsolidated statements of operations and comprehensive loss:
									Year ended December 31,			Year ended December 31,
									2022		2021
Operating lease expense
Operating lease expense			$	2,260,556				$	917,978
Short-term lease expense				1,238,114					1,230,716
			$	3,498,670				$	2,148,694
During the year ended December 31, 2022, the Company commenced a lease agreement for the Mesa facility for a period of 129.5 months. As a result, the Companyrecognized a right-of-use asset of $6,736,373, a lease liability of $14,738,973 and leasehold improvements of $8,228,290 and derecognized the prepaid lease payment of$225,690 at the commencement of the lease. The lease grants the Company two renewal options of 5 years each that the Company determined are not reasonably certainto be exercised.
Lease-related assets and liabilities as presented in the consolidated balance sheets consist of the following:
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
			December 31, 2022		December 31, 2021
Assets:
Operating lease right-of-use assets		$				9,031,277	$		1,737,409
Liabilities:
Current portion of operating lease liabilities		$				810,677	$		392,279
Long-term portion of operating lease liabilities						17,528,282			1,494,992
Total operating lease liabilities		$				18,338,959	$		1,887,271
The Company has calculated the weighted-average remaining lease term, presented in years below, and the weighted-average discount rate for the operating leasepopulation. The Company uses the incremental borrowing rate as the lease discount rate, unless the lessor’s rate implicit in the lease is readily determinable, in whichcase it is used.
			December 31, 2022		December 31, 2021
Weighted average remaining operating lease term (in years)						9.41	6.61
Weighted average operating lease discount rate						10.28 %	7.73 %
Supplemental cash flow information related to leases where the Company is the lessee is as follows:
			Year ended December 31,		Year ended December 31,
			2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						1,233,699	193,804
Non-cash item for amounts included in the measurement of lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities						8,592,776	1,575,434
As of December 31, 2022, the maturities of our operating lease liabilities (excluding short-term leases) are as follows:
					December 31, 2022
2023				$			2,665,698
2024							3,003,762
2025							2,933,488
2026							2,996,149
2027							2,748,552
Thereafter							15,704,730
Total minimum lease payments							30,052,379
Less: interest							11,713,420
Present value of lease obligations							18,338,959
Less: Current portion							810,677
Long-term portion of lease obligations				$			17,528,282
12.								Contract termination liability
Pursuant to the Manufacturing Agreement, Zongshen agreed to manufacture the Company’s SOLO vehicles. The Company agreed to certain target purchase volumes forthe period from June 1, 2021 to November 30, 2023.
In December 2022, the Company provided written notice to Zongshen to cease production of the G3 SOLO in accordance with the terms of the ManufacturingAgreement. Subsequent to December 31, 2022, Zongshen provided written notice to the Company of $22.8 million
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
related to the cease production notice and an estimate of costs associated with concluding the Manufacturing Agreement. The Company does not agree with Zongshen’scalculation of monetary claims; however, as of December 31, 2022, the Company has accrued a liability of $15.7 million in termination provisions under theManufacturing Agreement including the purchase of excess parts, production molds and payment for an additional 129 completed vehicles.
The Company is currently evaluating potential claims against Zongshen for breach of express and implied conditions and warranties arising from any defects previouslynoted for the G3 SOLO. The quantum of such claims cannot be ascertained at this time, and any formal claims which may be made by Zongshen. The Company istherefore evaluating its right to setoff such damages against any such formal claims if made. The parties are presently in discussions to conclude the ManufacturingAgreement and claims arising therefrom, however, there are no formal legal claims by either party at this time.
13.		Income tax
Loss before income taxes consisted of the following:
			December 31, 2022	December 31, 2021
Canadian operations			$		(90,933,403)	$		(31,972,273)
U.S. operations					(32,734,055)			(6,858,947)
Other operations					(7,501)			52,574
			$		(123,674,959)	$		(38,778,646)
Provisions for federal, foreign and state income taxes in the consolidated statements of operations consisted of the following components:
			Year ended December 31,	Year ended December 31,
			2022	2021
Current expense:
Federal							$	23,554	$	850
Current expense and total income tax expense							$	23,554	$	850
The Company’s effective tax rate was 27% for the years ended December 31, 2022 and 2021. The following summary reconciles income taxes at the statutory rate of27% applicable for all periods presented to the Company’s actual income tax expense:
			Year ended	Year ended
			December 31, 2022	December 31, 2021
Income taxes at statutory rate							$	(33,392,239)	$	(10,470,234)
Increase (decrease) in taxes resulting from:
Non-deductible business expenses								651,693		(4,611,226)
Tax effects attributable to foreign operations								150		(11,566)
Change in estimates								1,332,196		15,204
Share issue costs and other								56,869		(1,138,691)
Change in valuation allowance								31,374,885		16,217,363
Income tax expense (benefit)							$	23,554	$	850
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
The temporary differences that give rise to significant portion of the deferred tax assets and liabilities are as follows:
		December 31, 2022	December 31, 2021
Deferred tax assets
Net operating loss carryforwards				$			49,865,691 $	32,091,217
Inventory							2,216,526	—
R&D expenditure							2,599,268	—
Lease liability							680,539	509,063
Property, plant and equipment							1,898,663	1,563,933
Share issue costs							1,393,210	2,152,000
SR&ED expenditures							696,474	794,092
Other assets / liabilities							8,870,158	8,280
Stock based compensation							1,410,199	426,385
Deferred tax asset, gross							69,630,728	37,544,740
Valuation allowance							67,597,167	36,279,269
Deferred tax assets, net				$			2,033,561 $	1,265,471
Deferred tax liabilities
Cloud computing assets				$			(1,391,825) $	(687,782)
Lease assets							(641,736)	(468,657)
Intangible assets					—			(109,032)
Deferred tax liabilities				$			(2,033,561) $	(1,265,471)
Net deferred tax assets (liabilities)				$	— $	—
As of December 31, 2022, the Company has approximately $173,348,893 non-capital loss carryforwards in Canada with expiration dates between 2034 and 2042 andapproximately $10,286,625 non-capital loss carryforwards in U.S. that can be carried forward indefinitely until used. The Company has provided a valuation allowanceagainst the full amount of such losses, which the Company does not expect to utilize.
14.									Derivative liabilities
The exercise price of certain warrants is denominated in CAD; however, the functional currency of the Company is USD. Consequently, the value of the proceeds onexercise is not fixed and will vary based on foreign exchange rate movements. The warrants when issued other than as compensation for goods and services are thereforea derivative for accounting purposes and are required to be recognized as derivative liabilities and measured at fair value at each reporting period. Any changes in fairvalue from period to period are recorded as non-cash gain or loss in the consolidated statements of operations and comprehensive loss.
Upon exercise, the holders will pay the Company the respective exercise price for each warrant exercised in exchange for one common share of the Company and the fairvalue at the date of exercise and the associated non-cash liability will be reclassified to share capital. The non-cash liability associated with any warrants that expireunexercised will be recorded as a gain in the consolidated statements of operations and comprehensive loss. There are no circumstances in which the Company would berequired to pay any cash upon exercise or expiry of the warrants.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Changes in the value of the liability related to the warrants for the years ended December 31, 2022 and 2021 were as follows:
			Number of Warrants		Amount
Outstanding at December 31, 2020						9,231,196	$	32,439,081
Warrants exercised						(4,228,574)		(13,327,450)
Warrants expired						(3,198,857)				—
Revaluation				—		(18,920,428)
Outstanding at December 31, 2021						1,803,765				191,203
Warrants exercised				—				—
Warrants expired						1,172,767				—
Revaluation				—					(191,203)
Outstanding at December 31, 2022						630,998	$			—
The following table provides the relevant information on the outstanding warrants as at December 31, 2022:
									Number of warrants	Number of warrants
Date of issuanceoutstandingexercisable				Exercise price	Expiry date
May 14, 2018	33,436	33,436		CAD$16	May 14, 2023
June 5, 2018										59,325	59,325	CAD$12	June 5, 2023
June 13, 2018										257,390	257,390	CAD$12	June 13, 2023
June 25, 2018										75,254	75,254	CAD$12	June 25, 2023
July 18, 2018										150,847	150,847	CAD$12	July 18, 2023
July 20, 2018										54,746	54,746	CAD$12	July 20, 2023
										630,998	630,998
The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions:
						Year ended		Year ended
			December 31, 2022		December 31, 2021
Share price			$	0.6	$			2.28
Exercise price			$	8.85	$	1.58-$9.49
Annualized volatility				77.8 %			61 %
Risk-free interest rate				3.97 %			1.4 %
Dividend rate				0 %			0 %
The Company measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using level 2 inputs. The Companyuses the historical volatility of the underlying share to establish the expected volatility of the warrants. An increase or decrease in this assumption to estimate the fairvalues using the Black-Scholes option pricing model would result in a decrease or an increase in the fair value of the instruments, respectively.
15.											Share capital and other components of equity
Share capital
The Company is authorized to issue an unlimited number of common shares without par value.
The Company is authorized to issue an unlimited number of preferred shares without par value.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
At December 31, 2022, the Company had 119,287,917 issued and outstanding common shares (December 31, 2021 – 117,338,964) and Nil preferred shares(December 31, 2021 – Nil).
Share options exercised
During the year ended December 31, 2022, the Company issued 1,615,430 common shares for options exercised by option holders for proceeds of $487,054 (2021 –2,456,240 shares for proceeds of $1,145,538).
RSUs released
During the year ended December 31, 2022, the Company issued 333,523 common shares for restricted share units (“RSUs”) exercised by officers and decreased sharecapital by $175,526 (2021 – 118,497 shares for share capital decrease of $185,274).
Warrants
On exercise, each warrant allows the holder to purchase one common share of the Company or to exchange common share of the Company cashless base on formula setin the warrant agreement.
Changes in the value of equity related to the warrants for the years ended December 31, 2022 and 2021 were as follows:
		December 31, 2022	December 31, 2021
	Number of			Weighted average	Number of	Weighted average
							warrants			exercise price					warrants			exercise price
Warrants outstanding, beginning							5,598,256 $							5.23	5,839,687 $					4.01
Warrants exercised							—						—	(41,431)					3.34
Warrants expired							(202,775)							16.3	(200,000)					4.66
Warrants outstanding, ending							5,395,481			$				4.28	5,598,256		$			5.23
Warrants of the Company classified as equity are composed of the following as at December 31, 2022:
							Number of warrants				Number of warrants
Date of issuance	outstanding			exercisable	Exercise price	Expiry date
October 31, 2017		125,000					125,000	$	15			October 31, 2024
August 8, 2018	4,513,253								4,513,253	$	4.27			August 8, 2023
November 9, 2018							7,440						7,440	$	3.2		November 9, 2023
November 9, 2018							749,788						749,788	$	2.56		May 9, 2024
							5,395,481									5,395,481
16.										Share-based payments
Under the Company’s share-based payment arrangements, a total stock-based compensation of $4,985,954 was recognized in the consolidated statements of operationsand comprehensive loss for the year ended December 31, 2022 (2021 - $5,065,330).
Share-based compensation expense recorded in										December 31, 2022				December 31, 2021
General and administrative expenses							$	3,956,824	$						3,694,641
Research and development expenses								864,619							821,706
Sales and marketing expenses								164,511							548,983
							$	4,985,954	$						5,065,330
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Stock options
The Company adopted its 2020 Stock Incentive Plan (the “Stock Incentive Plan”) on July 9, 2020, which provides that the Board of Directors of the Company may fromtime to time, in its discretion, grant to directors, officers, employees and consultants of the Company certain stock-based compensation awards including non-transferablestock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 30,000,000. Such stock options may beexercisable for a period of up to 10 years from the date of grant. Stock options may be exercised no later than 90 days following cessation of the optionee’s position withthe Company unless any exercise extension has been approved in advance by the Plan Administrator.
Stock options granted may vest based on terms and conditions set out in the stock option agreements themselves. On exercise, each stock option allows the holder topurchase one common share of the Company or to exchange common share of the Company without cash payment for the number of common shares calculated by aformula as set forth in the stock option agreement.
The changes in stock options during the years ended December 31, 2022, and 2021 are as follows:
		December 31, 2022	December 31, 2021
				Number of	Weighted average	Number of	Weighted average
		options			exercise price	options				exercise price
Options outstanding, beginning				11,974,300 $				2.73	13,008,364 $		2.14
Options granted		7,346,185						1.39	3,217,378			3.94
Options exercised				(1,623,864)				0.39	(3,785,174)		1.58
Options forfeited/expired/cancelled				(2,974,623)				2.97	(466,268)			2.85
Options outstanding, ending				14,721,998	$			2.27	11,974,300	$	2.73
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Details of stock options outstanding as at December 31, 2022 were as follows:
		Weighted average		Number of options		Number of options
Exercise price				contractual life	outstanding	exercisable
$2.00 CAD		1.25					75,000	75,000
$1.08		6.81					455,616	235,333
$1.11		6.93			3,750,000			—
$1.50		6.56					821,149	427,021
$1.91		3.05			2,955,000	2,756,391
$1.94		6.30					498,742	251,677
$2.13		6.10					97,340	55,415
$2.45		3.59			1,250,000	1,250,000
$2.53		3.61					50,000	50,000
$2.62		0.73					700,000	700,000
$3.01		1.93					750,000	750,000
$3.40		2.37			1,035,000	1,035,000
$3.41		4.56					702,973	618,407
$3.55		5.54					63,408	60,838
$3.56		5.87					207,479	134,012
$3.77		3.95					160,485	160,485
$4.15		1.95					754,532	754,532
$5.00		0.92					193,629	193,629
$7.23		5.03					75,455	75,455
$7.75		5.13					48,690	39,940
$9.60		1.49					77,500	77,500
					14,721,998	9,700,635
The weighted average grant date fair value of stock options granted during the year ended December 31, 2022 was $0.90 (2021 - $1.99). The fair value was calculatedusing the Black-Scholes option pricing model using the following weighted average assumptions:
			Year ended		Year ended
		December 31, 2022	December 31, 2021
Expected life of options					3.85-5 years	4-5 years
Annualized volatility					61%-123.7 %	61%-62.29 %
Risk-free interest rate			1.75% - 4.23 %				0.34% - 1.4 %
Dividend rate							0 %	0 %
During the year ended December 31, 2022, the Company recognized stock-based compensation expense of $3,920,423 (2021 - $4,389,344) for stock options granted.Unrecognized compensation cost of $3,400,865 as at December 31, 2022 with a weighted average period remaining of 6.85 years ($6,120,387 unrecognizedcompensation cost as at December 31, 2021 with a weighted average period remaining of 7.94 years).
The use of a valuation model for the options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculatedbased on the combination of the observed volatility for comparable companies and the Company’s historical volatility. The expected time to maturity was based on theweighted-average vesting terms and contractual terms of the awards. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest ratewas based on U.S. Treasury rates commensurate with the expected life of the award. We use the simplified method for stock options with no market conditions, which isa weighted average of the vesting term and contractual term, to determine expected term. The simplified method was adopted since we do not believe that historicalexperience is representative of future performance because of the changes in stock prices.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
DSUs
Deferred Stock Units (“DSUs”) are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its Stock Incentive Plan. TheCompany allows the holders of the DSUs to settle the DSUs in cash or common shares. During the year ended December 31, 2022, the Company issued 42,879 DSUs(2021 – 51,468 DSUs), which will vest over one year.
Changes in the value of the DSUs liability for the years ended December 31, 2022 and 2021 were as follows:
			Number of DSU		Amount
Balance, December 31, 2020				—	$		—
Reclassification to liability							44,623	152,165
DSUs exercised							(11,510)	(39,250)
Issuance							51,468	—
Stock-based compensation expense				—		(59,553)
Balance, December 31, 2021							84,581	$		53,362
DSUs exercised				—			—
Issuance							42,879			—
Stock-based compensation expense				—			23,114
Balance, December 31, 2022							127,460	$		76,476
The number and weighted average share prices of DSUs are as follows:
								December 31, 2022	December 31, 2021
	Number of								Weighted average	Number of		Weighted average
	DSUs								share price	DSUs	share price
DSUs outstanding, beginning											84,581 $	3.41		44,623 $		3.41
DSUs granted											42,879								2.24	51,468		3.41
DSUs exercised											—		—		(11,510)		3.41
DSUs outstanding, ending											127,460							$	3.02	84,581	$	3.41
Details of DSUs outstanding as at December 31, 2022 are as follows:
									Weighted average		Number of DSUs		Number of DSUs
Deemed value									contractual life	outstanding		exercisable
$3.02		8.59					127,460	127,460
The fair value of the DSUs liabilities was estimated using the stock price as of December 31, 2022.
Stock-based compensation recognized under this plan amounted to $23,114 for the years ended December 31, 2022 (2021 – income of $59,553). Unrecognizedcompensation cost of $1,691,565 as at December 31, 2022 with a weighted average period remaining of 8.59 years ($223,107 unrecognized compensation cost as atDecember 31, 2021 with a weighted average period remaining of 9.92 years).
RSUs
RSUs are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its current Plan which was ratified by Companyshareholders on July 9, 2020. RSUs are accounted for as equity-settled share based payment transactions as the obligations under an RSU will be settled through theissuance of common shares.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
The changes in RSUs during the year ended December 31, 2022 were as follows:
			December 31, 2022		December 31, 2021
		Number of				Weighted average	Number of			Weighted average
			options				exercise price		options		exercise price
RSUs outstanding, beginning			649,473			$	3.42	507,849	$		3.44
RSUs granted			1,875,000					1.02	450,442			3.41
RSUs exercised			(466,731)	3.42	(169,283)				3.44
RSUs expired			(182,742)	3.42	(139,535)				3.44
RSUs outstanding, ending			1,875,000				$	1.02	649,473	$		3.42
Details of RSUs outstanding as at December 31, 2022 were as follows:
						Weighted
						average	Number of			Number of
						contractual	RSUs			RSUs
Deemed value						life	outstanding			exercisable
$1.02									9.94	1,875,000			—
During the year ended December 31, 2022, the Company recognized stock-based compensation expense of $1,042,418 (2021 - $735,539) for RSUs granted duringthe year. Unrecognized compensation cost was $Nil as at December 31, 2022 ($978,449 unrecognized compensation cost as at December 31, 2021 with a weightedaverage period remaining of 9.72 years).
17.										Basic and Diluted loss per share
The calculation of basic and diluted loss per share for year ended December 31, 2022, was based on the net loss attributable to common shareholders of $123,698,513(2021 – $38,779,496) and the weighted average number of common shares outstanding of 118,739,410 (2021 – 111,720,726). Fully diluted loss per share did not includethe effect of 14,721,998 stock options (2021 – 11,974,300), 6,026,479 warrants (2021 – 7,402,021), 127,460 DSUs (2021 – 84,581) and 1,875,000 RSUs (2021 –649,473) as the effect would be anti-dilutive.
18.										Segmented information
The Company operated in two reportable business segments for the years ended December 31, 2022 and 2021.
The two reportable business segments offer different products, require different production processes, and are based on how the financial information is producedinternally for the purposes of making operating decisions. The following summary describes the operations of each of the Company’s reportable business segments:
●										Electric Vehicles – development and manufacture of electric vehicles for mass markets, and
●										Custom built vehicles – development and manufacture of high-end custom-built vehicles.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
During the year ended December 31, 2022, the Company stopped receiving orders for the custom built vehicles. Effective the fourth quarter 2022, the Company has beenoperating in one reportable business segment – Electric Vehicles business segment in Canada and United States.
		Year ended December 31, 2022	Year ended December 31, 2021
				Custom Built	Custom Built
		Electric Vehicles						Vehicles		Electric Vehicles					Vehicles
Revenue	$	6,238,944		$				573,502	$	1,174,310		$			926,460
Gross profit		(26,087,321)				(168,015)		(2,334,898)						100,987
Depreciation and amortization		(5,564,144)						(16,513)		(4,204,091)					(47,183)
Operating expenses		(78,382,489)							(79,932)		(51,581,101)			(219,502)
Other items		(13,397,864)							21,319		19,174,298					332,844
Current income tax recovery		(23,554)			—		(850)						—
Deferred income tax recovery						—		—						—			—
Net (loss)/income		(123,455,372)				(243,141)		(38,946,642)						167,146
FX translation		24,844						39,581						587			—
Comprehensive (loss)/income	$	(123,430,528)			$	(203,560)	$	(38,946,055)		$				167,146
		December 31, 2022	December 31, 2021
	Electric			Custom Built	Electric		Custom Built
	Vehicles			Vehicles	Vehicles		Vehicles
Inventory	$	4,233,055		$	—	$	3,243,267		$				337,183
Plant and equipment, net		16,452,477				—		8,379,810						6,668
Operating lease right-of-use assets		9,031,277			—		1,511,875						225,534
Other assets		5,081,869			—		3,172,057						—
Total assets	$	181,186,106			$				60,323	$	254,719,110		$			678,927
Sales to unaffiliated customers:
							Year ended			Year ended
				December 31, 2022			December 31, 2021
United States				$	6,238,950	$		1,750,151
Canada					573,496							350,619
Total				$	6,812,446	$		2,100,770
Plant and equipment and right-of-use assets:
							Year ended			Year ended
				December 31, 2022			December 31, 2021
United States				$	23,113,904	$		2,591,852
Canada					2,366,861			3,100,529
Other foreign countries					2,989			4,431,506
Total				$	25,483,754	$		10,123,887
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
19.		Fair value
The following table presents the hierarchy for our financial liabilities measured at fair value on a recurring basis as of December 31, 2022:
			Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liabilities	$			—	$		—	$		—	$	—
Share-based compensation liability				—		76,476			—		76,476
Total	$			—	$	76,476	$		—	$	76,476
The following table presents the hierarchy for our financial liabilities measured at fair value on a recurring basis as of December 31, 2021:
			Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liabilities	$			—	$	191,203	$		—	$	191,203
Share-based compensation liability				—		53,362			—		53,362
Total	$			—	$	244,565	$		—	$	244,565
Financial liabilities measured at fair value at December 31, 2022 consisted of the non-transferrable warrants denominated in CAD and Deferred Stock Units. The fairvalue of Deferred Stock Units is classified as level 2, and the fair value of the non-transferrable warrants are classified as level 2 in the fair value hierarchy.
The fair value of the Deferred Stock Units was measured using the quoted market price for common shares of the Company on the Nasdaq.
The fair value of the DSUs was measured using the quoted market price on the Nasdaq.
The fair value of the non-transferrable warrants denominated in CAD were calculated using the Black-Scholes Option Pricing Model using the historical volatility ofcomparable companies as an estimate of future volatility. At December 31, 2022, if the volatility used was increased by 10% the impact would be an increase to thederivative liabilities of $Nil (2021 - $53,376) with a corresponding increase in net loss and comprehensive loss.
Also see Note 8 and Note 9.
20.		Commitments and contingencies
Commitments
As at December 31, 2022 and 2021, the Company had $Nil (December 31, 2021 - $2,686,537) capital commitments for development of its IT infrastructure and purchaseequipment for Mesa facility.
Also see Note 21.
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ElectraMeccanica Vehicles Corp.Notes to the Consolidated Financial Statements(Expressed in United States dollars)For the year ended December 31, 2022 and 2021
Contingencies
In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. Theresults of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financialcondition, or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management’stime and attention and other factors.
Also see Note 12.
21.		Subsequent events
a. On February 17, 2023, the Company announced a voluntary recall of the G3 SOLO. The Company paused deliveries and sales of the SOLO while investigating
		the issue. The recall was made due to the vehicle potentially experiencing a loss of propulsion while driving, which is a condition that existed as ofDecember 31, 2022. The Company was required to fix the issue within a specific timeframe from the date of recall announcement. After a thoroughinvestigation, the Company was not able to determine the root cause and fix of the said issue and has therefore issued a buy-back program for all 429 retailedvehicles. The Company has recorded a recall provision of $8,915,044 as an estimate of the cost to buy back all retailed vehicles. This amount is included withinaccrued liabilities.
b. On March 1, 2023, the Company entered into a Contract Assembly Agreement (the “Assembly Agreement”) with GLV, LLC (“GLV”) to assemble the Volcon
		Grunt EVO and Runt off-road electric motorcycles. In accordance with the Assembly Agreement, the Company will perform contract assembly services to GLVfor 150 days in the Company’s Mesa facility and GLV will ship materials and parts to the plant. The Company will charge GLV a fixed service fee per productplus additional fees for support services. Both the Company and GLV have the option to terminate after the first 90 days of the Assembly Agreement upongiving the requisite 30 day notice. Upon termination, GLV will pay the Company all committed, non-cancellable costs and expenses and the Company willreturn in-process products as well as all GLV materials and parts.
c. On March 3, 2023, the Company entered into a Design and Supply Agreement (the “Design Agreement”) with GLV, pursuant to which GLV will provide
		design, development, and manufacturing services of the Company’s two-seat electric motor vehicle, the “E4”. The estimated cost as set out in the DesignAgreement is $13,692,000, where 80% will be paid during 2023 with the remaining costs to be paid in 2024. The Company may terminate the DesignAgreement upon 30 days written notice to GLV. The Company will be responsible for the costs of any finished and conforming products delivered to theCompany as well as the costs of the required materials on hand at GLV’s purchase price.
d. On March 27, 2023, the Company received a deficiency letter from Nasdaq’s Listing Qualifications Department notifying the Company that, for the last 30
		consecutive business days, the closing bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continuedinclusion on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or untilSeptember 25, 2023, to regain compliance with the Minimum Bid Price Requirement. If, at any time before this date, the closing bid price for the Company’scommon stock is at least $1.00 for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation of compliance withthe Minimum Bid Price Requirement. The Company may be eligible for an additional 180 calendar day compliance period. If the Company’s share price doesnot meet the minimum listing requirements in the initial or extended periods, it may seek shareholder approval to execute a reverse stock split.
e. On March 28, 2023, the Company entered into a lease agreement with WeWork Workplace LLC to secure office space in Burnaby, BC, Canada beginning
		May 1, 2023, as the new location of the Company’s headquarters. The current headquarter lease has been renegotiated to end in June 2023. The new facilitylease is for one year and costs $5,680 per month.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, includingour Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), the effectiveness of our disclosure controls andprocedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2022, due to the material weaknesses in ourinternal control over financial reporting described below, our disclosure controls and procedures were not effective to provide reasonable assurance that the informationrequired to be disclosed in the reports required to be filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief FinancialOfficer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and thepreparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordancewith authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of our assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations.Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Becauseof its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a materialmisstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 using the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (the “COSO 2013 Framework”). Based on its assessment, ourmanagement, including our Chief Executive Officer and Chief Financial Officer, has concluded that our internal control over financial reporting was not effective as ofDecember 31, 2022, due to material weaknesses in our internal control over financial reporting described below.
Material Weaknesses in Internal Control Over Financial Reporting
We identified the following material weaknesses in our internal control over financial reporting:
●		ineffective control environment and risk assessment process necessary to identify and respond to relevant risks of material misstatement and changes that couldimpact the system of internal control;
●		ineffective information and communication process resulting from: (a) insufficient communication of internal control information, including objectives andresponsibilities; (b) insufficient controls to ensure the relevance, timeliness and quality of information used in control activities; and (c) ineffective informationtechnology (“IT”) general controls for SAP that are
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		relevant to the preparation of its financial statements, specifically with respect to: (i) user access controls to ensure appropriate segregation of duties and thatadequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; (ii) program change managementcontrols to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized andimplemented appropriately; and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized andmonitored; and
●		as a consequence of the above, the Company had ineffective control activities as the Company did not design and maintain effective process level and financialstatement level controls in response to the risks of material misstatement.
These material weaknesses, which potentially impact all financial statement accounts and disclosures, create a reasonable possibility that a material misstatement to theconsolidated financial statements will not be prevented or detected on a timely basis.
Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting
Management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the material weaknesses. We haverecently hired a Vice President, IT and Chief Information Officer, whose role includes IT compliance and oversight, and engaged a third-party firm as the Company’soutsourced internal audit function.
During 2023 we plan, in conjunction with our third-party consultants, to review and make the following enhancements to our internal control over financial reporting:
●		implement an effecting control environment and risk assessment process necessary to identify and respond to relevant risks of material misstatement andchanges that could impact the system of internal controls;
●		design and implement an information and communication process to address: (i) insufficient communication of internal control information, includingobjectives and responsibilities; (ii) insufficient controls to ensure the relevance, timeliness and quality of information used in control activities; and(iii) ineffective IT general controls; and
●		design and implement effective control activities to maintain an effective enterprise level, process level and financial statement level control in response to therisks of material misstatement.
While we have made progress, the material weaknesses will not be considered remediated until we complete the design and implementation of the enhanced controls, thecontrols operate for a sufficient period of time, and we have concluded, through testing, these controls are effective. We believe our remediation plan will be sufficient toremediate the identified material weakness and strengthen our internal control over financial reporting.
As we continue to evaluate and work to improve our internal control over financial reporting, we may determine additional measures or modifications to the remediationplan are necessary.
Changes in Internal Controls over Financial Reporting
Other than as noted above, there have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct) that occurred during the fourth fiscal quarter for the fiscal year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect,our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, and Corporate Governance

All ElectraMeccanica directors hold office until the next annual general meeting of the shareholders unless their office is earlier vacated in accordance with our Articlesor they become disqualified to act as a director. ElectraMeccanica officers are appointed by our Board of Directors and hold office until their earlier death, retirement,resignation or removal.

ElectraMeccanica executive officers and directors and their respective ages as of the date of this Annual Report are as follows:

Name, Province/State and Country of

Director/Officer

Residence

Age

Position

Since

Susan Docherty(1), Arizona, U.S.

Chief Executive Officer, interim Chief OperatingOfficer and a director

December 5, 2022

Kevin Pavlov(2), Michigan, U.S.

former Chief Executive Officer, Chief OperatingOfficer and a director

May 1, 2021

Joseph Mitchell(3), Colorado, U.S.

former Chief Operating Officer

April 1, 2022

Mark Orsmond, British Columbia, Canada

Chief Financial Officer

August 22, 2022

Henry Reisner(4), British Columbia, Canada

former President, Chief Operating Officer and adirector

February 16, 2015

Bal Bhullar(5), British Columbia, Canada

former Chief Financial Officer, Secretary and adirector

November 19, 2018

Kim Brink, Michigan, U.S.

Chief Revenue Officer

January 24, 2022

Michael Bridge, Arizona, U.S.

General Counsel and Corporate Secretary

March 20, 2023

Steven Sanders(6)(10), New York, U.S.

Non-executive Chairman and a director

March 16, 2018

Jerry Kroll(7), British Columbia, Canada

Director

February 16, 2015

Luisa Ingargiola(10), Florida, U.S.

Director

March 16, 2018

Joanne Yan(10), British Columbia, Canada

Director

March 6, 2019

David Shemmans(10) , West Sussex, UK

Director

August 23, 2021

Michael Richardson(10), Florida, U.S.

Non-executive Vice Chairman, Director

November 22, 2021

Bill Quigley(10), Michigan, U.S.

Director

April 7, 2022

Dietmar Ostermann(10), Texas, U.S.

Director

July 27, 2022

Dean Anthony Dent II(8), Arizona, U.S.

former General Counsel and Corporate Secretary

September 22, 2022

Isaac Moss(9), British Columbia, Canada

former Chief Administrative Officer and CorporateSecretary

May 15, 2018

Notes:

(1) Ms. Docherty was appointed as Chief Executive Officer and interim Chief Operating Officer of our Company on December 5, 2022, and then appointed a director on

December 19, 2022.

(2) Mr. Pavlov was appointed as Chief Operating Officer of our Company on May 1, 2021, and then appointed the Chief Executive Officer and director of our Company on

September 21, 2021. He was appointed President of our Company on January 27, 2022. Mr. Pavlov resigned from his positions with the Company on December 5, 2022.

(3) Mr. Mitchell was appointed as Chief Operating Officer of our Company on April 1, 2022 and resigned from the Company on November 22, 2022.(4) Mr. Reisner was appointed as President and Chief Operating Officer of our Company on May 15, 2018, and then, on May 1, 2021, Mr. Reisner’s position was changed to

Executive Vice-President and President of Intermeccanica. Mr. Reisner retired from his positions with the Company on January 27, 2022.

(5) Ms. Bhullar was appointed as Chief Financial Officer of our Company on November 19, 2018, and as a director of our Company on December 6, 2019. Ms. Bhullar resigned as

Chief Financial Officer and a director and was appointed Chief Compliance Officer of our Company on August 22, 2022, and Ms. Bhullar resigned from the Company onDecember 31, 2022.

(6) Mr. Sanders was appointed Chairman of our Company on October 20, 2018.

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(7) Mr. Kroll was appointed President, Chief Executive Officer, and a director of our Company on February 16, 2015. Mr. Kroll resigned from his position as President on May 15,
		2018, and as Chairman on October 20, 2018. Mr. Kroll resigned as Chief Executive Officer on August 12, 2019.
(8) Mr. Dent was appointed General Counsel on August 15, 2022 and then appointed Corporate Secretary on September 22, 2022. Mr. Dent resigned from all positions with the
		Company on February 3, 2023.
(9) Mr. Moss was appointed Chief Administrative Officer and Corporate Secretary of our Company on May 15, 2018. Mr. Moss resigned from his positions with the Company on
		September 22, 2022.
(10) Members of the Company’s Audit Committee, Nominating and Corporate Governance Committee, Corporate Disclosure and/or Compensation Committee.
The following summarizes the occupation and business experience during the past five years or more for our directors and executive officers as of the date of this AnnualReport:
Susan Docherty, Chief Executive Officer, interim Chief Operating Officer and a Director
Ms. Docherty has served as the Company’s Chief Executive Officer and Interim Chief Operating Officer since December 2022. Ms. Docherty brings to the Company aunique understanding of how to connect consumer behaviors to brands and business models inside the auto/EV industries as well as outside it. She forged a storied globalcareer at GM over 25 years at the automaker, during which she launched, breathed new life into and/or oversaw dozens of vehicle brands ranging from Hummer, toCadillac, to the Electric Chevy Volt across the US, the EU and China. She added significant depth to her experience starting in 2008 as one of the most senior, frontlinesales executives to help lead the company through its emergence from the financial crisis, a government bailout and bankruptcy.
Beginning with her appointment as the first-ever auto industry female Vice President of Sales, Service & Marketing in 2009, Ms. Docherty’s diverse responsibilitiescame to include overseeing dealer network restructuring; advertising & marketing spend as well as agency relationships; sales and servicing; customer data systems; andproduct as well as manufacturing operations in various countries. Specifically, while overseeing International Operations for GM starting in 2010, she was responsible forits largest growth region, driving volume and revenue increases of close to 700,000 units and $45 billion, respectively. She also launched the Electric Chevy Volt in theEU, reduced the company’s losses in Europe by hundreds of millions of dollars annually, and increased GM’s market share during a down market.
More recently, Ms. Docherty diversified her credentials by engineering the turnaround and re-expansion of Canyon Ranch, the iconic 40-year-old lifestyle and wellnessbrand. During her four-year tenure at the company as CEO, she restructured its operations, identified and pursued new adjacent growth opportunities – includingpartnerships with airlines, cruise ships and special-purpose housing, adding locations outside the US, overhauling its web presence, building a new management team andrelocating its corporate HQ. Her initiatives improved topline growth by over 30% and improved profits by 80% during her time there. Ms. Docherty also broadened hergovernance and oversight credentials by serving on three Boards of Directors, including the NYSE-listed Brinks Company and the newly public Mister Car Wash, as wellas the private-equity-backed J&J Ventures Gaming.
Mark Orsmond, Chief Financial Officer
Mr. Orsmond has served as the Company’s Chief Financial Officer since August 2022. Mr. Orsmond is an experienced business leader with a proven track record ofmanaging and growing businesses to become global enterprises. Prior to joining ElectraMeccanica, Mr. Orsmond acted as the CFO and Executive Vice President of TaigaMotors where he led Taiga’s IPO on to the TSX and simultaneous financing of $151 million in equity and $50 million in government grant commitments. Forapproximatelythree3 years, Mr. Orsmond also served as CFO and Executive Vice President of the Corix Group of Companies where he managed a team of over 45accounting and finance professionals, overseeing an annual budget in excess of $2.5 billion and $1.6 billion in a debt portfolio. Prior to Corix, Mr. Orsmond was aprincipal of All-Sea Group of companies that he assisted in developing, over a 10-year period, into one of the world’s leading underwater, high-capacity servicecompanies and secured contracts with many of the world’s leading marine participants such as: Rolls Royce, Wartsila, Nakashima, Hyundai, Samsung, Seaspan, HuskyOil, Shell Oil and US marine. Mr. Orsmond is a Certified Public Accountant with a bachelor degree in Accounting Science.
Kim Brink, Chief Revenue Officer
Ms. Brink has served as the Company’s Chief Revenue Officer since January 2022. Ms. Brink brings over two decades of global agency and C-suite expertise toElectraMeccanica. Most recently, she was the Global Chief Operating Officer and Executive Committee Chair at GTB, a global leading marketing agency dedicated toFord Motor Company and its retail dealers. Previously, Ms. Brink held senior
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marketing roles at NASCAR and General Motors. At General Motors, Ms. Brink was the lead Chevrolet marketing executive responsible for 20 vehicle launchesincluding the Chevy Volt. In addition to her C-Suite experience, Ms. Brink has held public board seats as an independent board director and member of the nominatingand governance committees for Arctic Cat and as an independent board director of Vista Equity’s DealerSocket.
Ms. Brink earned her Masters in Business Administration and Bachelor of Science from Wayne State University and is a graduate of the Kellogg Executive DevelopmentProgram at Northwestern University.
Michael Bridge, General Counsel and Corporate Secretary
Mr. Bridge has served as the Company’s General Counsel and Secretary since March 2023. Mr. Bridge brings over three decades of legal and C-suite expertise toElectraMeccanica. Most recently, he was Senior Vice President, General Counsel and Secretary of Accelerate Diagnostics, Inc. (NASDAQ: AXDX), an in vitrodiagnostics company providing medical diagnostic devices to microbiology laboratories globally. Previously, Mr. Bridge held general counsel positions at varioustechnology companies, including 14 years as general counsel for JDA Software Group, the leading enterprise software company focused on automating the global retailsupply chain. Mr. Bridge began his career as a corporate and securities attorney for Piper & Marbury (now known as DLA Piper). Mr. Bridge has a bachelor’s degreefrom the University of Southern California and a J.D. from Cornell University.
Steven Sanders, a Director and Non-Executive Chairman
Mr. Sanders is the founding partner of Sanders Ortoli Vaughn-Flam Rosenstadt LLP, the predecessor of the New York based law firm of Ortoli Rosenstadt LLP.Mr. Sanders is currently “Of Counsel” to Ortoli Rosenstadt LLP. Mr. Sanders has more than 50 years of experience practicing international corporate law spanning NorthAmerica, Europe and Asia.
Mr. Sanders has a BBA from City College of New York, a Juris Doctorate from Cornell Law School and is a member of the American and New York bar associations.
Mike Richardson, a Director and Non-Executive Vice-Chair
Mr. Richardson brings four decades of global automotive experience, operating in OEMs and Tier 1 system suppliers. He worked regionally in Europe and Asia foreight years, overseeing a comprehensive restructuring of both product portfolio and manufacturing footprint. He retired from Nexteer Automotive as President andExecutive Board Director in 2019. Mr Richardson continues to serve on the boards of Dura Automotive and Shape Corporation.
Mr. Richardson holds a bachelor’s degree in mechanical engineering from Kettering University and a master’s degree in business administration from Central MichiganUniversity. He also holds a Master Level Professional Board Director Certification from the American College of Corporate Directors. He has been recognized as aProfessional Engineer, Certified Quality Engineer and unlimited-rating Stationary Power Engineer. Mr. Richardson has authored numerous intellectual propertiesimpacting both product and process. He is a Boss Kettering Innovation Award recipient, GM Presidents Award winner and Delphi Inventors Hall of Fame inductee.
Jerry Kroll, Co-Founder and a Director
Mr. Kroll has 20 years of experience as an investor and in leadership serving in executive management roles at tech companies. Mr. Kroll has always had a passion formotor sports and is a licensed race car driver. Mr. Kroll founded Kleen Speed Technologies developing advanced electric race cars at the NASA Research Park inCalifornia. Mr. Kroll’s passion for motor sports combined with clean technologies led him to partner with Henry Reisner of Intermeccanica in the design and productionof electric cars. Mr. Kroll’s experience in innovative technology start-ups coupled with his knowledge of clean technology allows him to effectively co-ordinate, manageand execute strategies for ElectraMeccanica.
Luisa Ingargiola, a Director
Ms. Ingargiola has a diverse experience in capital markets with public companies. Ms. Ingargiola is currently the Chief Financial Officer of Avalon GloboCare, a leadingbiotech health care company that is developing cell based therapeutic and diagnostic technologies for cancer and other diseases. Ms. Ingargiola also serves as a directorand audit chair of several public companies including Dragonfly Energy and Vision Marine.
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Ms. Ingargiola is a graduate of the University of Boston with a Bachelor of Science in Finance. Ms. Ingargiola also has a Master of Health Administration, University ofSouth Florida.
Joanne Yan, a Director
Ms. Yan comes to the Company with over 25 years of experience in cross-border investment and M&A operations in North America and South East Asia. Ms. Yan has anextensive network in the investor, manufacturing and supply chain communities in these regions. Ms. Yan has advised, directed, and managed publicly listed companiesin North America, Europe, and South East Asia on market access, strategic planning, governance and compliance matters.
Dave Shemmans, a Director
Mr. Shemmans brings to ElectraMeccanica a broad range of experience in the transportation industry with direct involvement developing global businesses aroundinnovation and technologies, primarily focused on electrification and decarbonization. Mr. Shemmans previously co-founded Wavedriver, an electric vehicle powertraincompany, which he led through two funding rounds from patented concept to production, delivering electric and hybrid vehicle demonstrators into Brazil, Australia, Italy,and the UK. In addition, Mr. Shemmans was CEO of Ricardo plc a UK listed engineering consulting business for 16 years stepping down in September 2021 and iscurrently Chairman for Sutton and East Surrey Water, a major U.K.-regulated water utility company serving customers in parts of Surrey, Kent, and South London.
Mr. Shemmans holds a Bachelor of Science in Electrical and Electronic Engineering from the University of Manchester Institute for Science and Technology and anExecutive Certification from Harvard Business School.
Bill Quigley, a Director
Mr. Quigley brings to ElectraMeccanica more than 30 year of automotive experience in financial and operational roles with a number of global tier one automotivesuppliers. He most recently served as Senior Vice President and Chief Financial Officer of Nexteer Automotive Group Limited and previously held positions asExecutive Vice President and Chief Financial Officer at Dana Holding Corporation and Visteon Corporation. Mr. Quigley serves as a member of the board of directorsand chair of the audit committee at Cadre Holdings, Inc. (NYSE: CDRE) and as a member of the board of directors of Workhorse Group Inc. (NASDAQ: WKHS).
Mr. Quigley holds a B.A. in Accounting from Michigan State University and is a Certified Public Accountant in the state of Michigan.
Dietmar Ostermann, a Director
Mr. Ostermann brings 33 years of automotive consulting experience to ElectraMeccanica. Mr. Ostermann consulted to many of the top OEMs, including GM, Ford,Stellantis, Rivian, BMW, Mercedes, VW, Nissan and Hyundai as well as many auto suppliers on topics of business strategy, product development and operationsimprovement.
Mr. Ostermann served as PWC’s Global and US Auto Advisory Leader based in Detroit, MI for 11 years. Prior to PwC, he lead the global auto practice of managementconsulting firm PRTM in Boston. Prior to that he spent 17 years at top management consulting firm A.T. Kearney in the US and Germany, which he also led as their CEOfor 3 years. Mr. Ostermann serves as an independent director for auto suppliers Shape Corp and North American Stamping Group.
Term of Office
Each director of our Company is to serve for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting atwhich such director was elected. Notwithstanding the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation orremoval. Our Board of Directors appoints our officers and each officer is to serve until his successor is appointed and qualified or until his or her death, resignation orremoval.
Significant Employees
There are no significant employees other than our executive officers.
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Family Relationships
There are currently no family relationships between any of the members of our Board of Directors or our executive officers.
Involvement in Certain Legal Proceedings
During the past ten years, none of our directors or executive officers have been the subject of the following events:
1. a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a
		court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, orany corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or
		temporarily enjoining him from, or otherwise limiting, the following activities:
		(a) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
			merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as aninvestment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
		(b) engaging in any type of business practice; or
		(c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State
			securities laws or Federal commodities laws;
4. the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or
		otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to beassociated with persons engaged in any such activity;
5. was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil
		action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
6. was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities
		law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or
		vacated, relating to an alleged violation of:
		(a) any Federal or State securities or commodities law or regulation;
		(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order
			of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
		(c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in
		Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
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		Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinaryauthority over its members or persons associated with a member.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports ofownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the ExchangeAct. Because we were a “foreign private issuer” as such term is defined in Rule 3b-4 under the Exchange Act during the fiscal year ended December 31, 2022, oursecurities were exempt from section 16 of the Exchange Act. We became disqualified from using the forms and rules designated for foreign private issuers beginning onJanuary 1, 2023.
Code of Business Conduct and Ethics
On April 16, 2020, our Board of Directors adopted a new Code of Business Conduct and Ethics which complies with the definition of a “code of ethics” set out inSection 406(c) of the Sarbanes-Oxley Act of 2002, and any regulations promulgated thereunder by the SEC, and also provides for an enforcement mechanism as requiredby Nasdaq Listing Rule 5610. The Code of Business Conduct and Ethics applies to the Company’s Chief Executive Officer and Chief Financial Officer and all otheremployees of the Company and the Board of Directors is responsible for monitoring compliance with the Code of Business Conduct and Ethics.
A copy of the complete text of the Code of Business Conduct and Ethics was filed as Exhibit 99.4 to the Company’s Form 6-K filed with the SEC on EDGAR onApril 27, 2020, which Form 6-K was also filed on SEDAR on the same date as a “material document”, and a copy can also be viewed on the Company’s websiteat https://ir.ElectraMeccanicaauto.com/governance/governance-documents.
Board of Directors
Role of the Board of Directors
The Board of Directors of the Company (or the “Board of Directors”) is responsible for the stewardship of the Company. The Board of Directors provides oversight tothe management of the business and affairs of the Company, with a goal of enhancing long-term shareholder value.
Specifically, the Board of Directors is charged with responsibility for:
●		to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer and other executive officers and that the Chief Executive Officer andother executive officers create a culture of integrity throughout the Company;
●		adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunitiesand risks of the business;
●		the identification of the principal risks of the Company’s business, and ensuring the implementation of appropriate systems to manage these risks;
●		succession planning (including appointing, training and monitoring senior management);
●		adopting a communication policy for the Company;
●		the Company’s internal control and management information systems; and
●		developing the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specificallyapplicable to the Company.
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Board Structure
The Board of Directors currently consists of eight independent members and the CEO of the Company, as appointed by the Board of Directors. The Board of Directorsalso has one Chairperson and one Vice-Chairperson. All but one member of the Board of Directors is also a committee member for the Board of Directors fivecommittees. The Board of Directors’ members are representative of 33% female (3 of 9) and 67% male (6 of 9). One member of the Board of Directors is representativeof a visible minority.
Meetings of the Board of Directors and Director Attendance
During the year ended December 31, 2022, each member of the Board of Directors attended at least 75% of the aggregate of all meetings of the Board of Directors duringthe period for which he or she served as a Board member. All Board of Directors members also attended at least 75% of all committee meetings on which he or sheserved during the periods for which he or she served on the committee for the year ended December 31, 2022.
The Company does not have a written policy requiring directors to attend the annual shareholder meeting, but attendance is encouraged. Last year three of the directorsattended our 2022 annual meeting of shareholders.
Executive Sessions of the Board of Directors
Nasdaq Rule 5605(b)(2) requires that the independent board members of a company have executive sessions which are regularly scheduled and at which onlyindependent directors are present. The Company has previously followed this Nasdaq Rule and intends to do so in the future. In addition, the Company is subject tocertain disclosure requirements prescribed in Canadian National Instrument 58-101 and Form 58-101F1 - Corporate Governance Disclosure. In particular, the Companymust disclose whether the independent directors hold executive sessions and, if such executive sessions are held, how many of these meetings have been held since thebeginning of the Company’s most recently completed financial year. If the Company does not hold executive sessions, the Company must describe what the Board ofDirectors does to facilitate open and candid discussion among its independent directors.
Director Independence
Our Board of Directors has determined that the following directors are “independent” under the listing standards of the Nasdaq Stock Market, as such directors do nothave a direct or indirect material relationship with our Company that in the opinion of our Board of Directors, would interfere with the exercise of independent judgmentin carrying out the responsibilities of the director:
●		Steven Sanders;
●		Michael Richardson;
●		Luisa Ingargiola;
●		Joanne Yan;
●		Dave Shemmans;
●		Jerry Kroll;
●		Bill Quigley; and
●		Dietmar Ostermann.
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Committees of the Board of Directors
				Nominating
					Corporate Disclosure Committee
		Audit	Compensation	and Corporate		Finance
		Committee	Committee	Governance		Committee
				Committee
Steven SandersChairperson of the Board		Member	—			Chair	Chair	—
Mike Richardson		—	Member	Member	Member	—
Jerry Kroll		—	—			—	—	—
Luisa Ingargiola		Chair	Member	—	Member	Member
Bill Quigley		Member		Member	Member	Member
Joanne Yan		—	Member		—	Member
Dave Shemmans		Member	Chair	Member	—	Chair
Dietmar Osterman		Member	Member	—	—	—
Audit Committee
Our “Audit Committee” consists of Luisa Ingargiola (Chair), Steven Sanders, Dave Shemmans, Bill Quigley and Dietmar Ostermann. Each member of the AuditCommittee satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq and meets the independence standards under Rule 10A-3under the Exchange Act. Our Audit Committee consists solely of independent directors that satisfy the Nasdaq and SEC requirements. Our Board of Directors believesthat Luisa Ingargiola qualifies as an audit committee financial expert pursuant to Items 16A(b) and (c) of Form 20-F. The Audit Committee oversees our accounting andfinancial reporting processes and the audits of the financial statements of our Company. The Audit Committee is responsible for, among other things:
●							selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by ourindependent registered public accounting firm;
●							reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposedrelated party transactions, as defined in Item 404 of Regulation S-K;
●							discussing the annual audited financial statements with management and our independent registered public accounting firm;
●							annually reviewing and reassessing the adequacy of our Audit Committee Charter;
●							meeting separately and periodically with the management and our internal auditor and our independent registered public accounting firm;
●							reporting regularly to the full Board of Directors;
●							reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control majorfinancial risk exposure; and
●							such other matters that are specifically delegated to our Audit Committee by our Board of Directors from time to time.
The Audit Committee is governed by a new Charter which was recently updated and approved by our Board of Directors, a copy of which is attached to this AnnualReport as Exhibit 99.2.
Compensation Committee
On April 16, 2020, our Board of Directors adopted a new Compensation Committee Charter which complies with the requirements of Nasdaq Listing Rule 5605(d)(1) and the Board of Directors has established a Compensation Committee. The Compensation Committee is comprised of Dave Shemmans (Chair), Mike Richardson,Luisa Ingargiola, Joanne Yan and Dietmar Ostermann.
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The Compensation Committee determines compensation for the directors and officers of the Company, as well as the procedures for this determination, as are describedunder “Overview of Executive Compensation Program” herein.
Our Compensation Committee also reviews any “red flags” or issues that may arise out of the Compensation Committee compensation and award recommendations andreport them to the Board of Directors. The Compensation Committee and the Nomination and Corporate Governance Committee, at times, may be collaborative but willnot coordinate as the process is intended to be a “checks and balance” approach. It is set up as an internal control mechanism that would safeguard against fraud anderrors due to omission.
Each of the Compensation Committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. Our CompensationCommittee will assist the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors andexecutive officers. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committeewill be responsible for, among other things:
●		reviewing and recommending to the Board of Directors for approval with respect to the total compensation package for our most senior executive officers;
●		approving and overseeing the total compensation package for our executives other than the most senior executive officers;
●		reviewing and recommending to the Board of Directors with respect to the compensation of our directors;
●		reviewing periodically and approving any long-term incentive compensation or equity plans;
●		selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence frommanagement; and
●		programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (the “N&CG Committee”) is currently comprised of Steven Sanders (Chair), Mike Richardson, Dave Shemmansand Dietmar Ostermann. The N&CG Committee is responsible for corporate governance generally, reviewing the composition and size of the Board of Directors,evaluating the Board of Directors as a whole, identifying, considering and recommending candidates to fill new positions or vacancies on the Board of Directors,evaluating individual members of the Board of Directors, reviewing composition of each committee of the Board of Directors, recommending persons to be members ofvarious committees and dealing with conflicts of interest.
The N&CG Committee is responsible for: making recommendations to the Board of Directors regarding an appropriate organization and structure for the Board ofDirectors; evaluating the size, composition, membership qualifications, scope of authority, responsibilities, reporting obligations and charters of each committee of theBoard of Directors; periodically reviewing and assessing the adequacy of the Company’s corporate governance principles as contained in the Nominating and CorporateGovernance Committee Charter and, should it deem it appropriate, it may develop and recommend to the Board of Directors for adoption of additional corporategovernance principles; periodically reviewing the Company’s Articles and Bylaws in light of existing corporate governance trends, and shall recommend any proposedchanges for adoption by the Board of Directors or submission by the Board of Directors to the Company’s shareholders; making recommendations on the structure andlogistics of Board of Directors’ meetings and may recommend matters for consideration by the Board of Directors; considering, adopting and overseeing all processes forevaluating the performance of the Board of Directors, each committee and individual directors; and annually reviewing and assessing its own performance.
Corporate Disclosure Committee
Our “Corporate Disclosure Committee” consists of Steven Sanders (Chair), Mike Richardson, Luisa Ingargiola and Bill Quigley. The Corporate Disclosure Committeeoversees the effectiveness of risk management policies, procedures and practices implemented by
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management of the Company with respect to strategic, operational, environmental, health and safety, human resources, legal and compliance and other risks faced by theCompany. The Corporate Disclosure Committee:
●		reviews executive management’s assessment of our material risk exposures and our actions to identify, monitor and mitigate such exposures;
●		reviews executive management’s implementation of systems and controls designed to promote compliance with applicable legal and regulatory requirements;
●		reports to the Board of Directors on an annual basis with respect to the committee’s review of our material risks and measures in place to mitigate them, and atleast annually in respect of the committee’s other activities;
●		provides compliant Regulation FD strategic leadership for social media through the alignment of social media strategies and activities with enterprise strategicobjectives and processes;
●		establishes and maintains corporate policies with respect to use of social media for both process-driven social engagements, as well as for use of social media byemployees for participating in social conversations (e.g., blogging and Tweeting by subject matter experts);
●		prioritizes social media initiatives and deliver final approvals and recommendations on proceeding with proposed social media projects, including process,technology and organizational projects; and
●		ensures open communication between the social media department and our other functional units so as to promote collaborative strategies, planning, andimplementation.
Finance Committee
On October 19, 2021, our Board of Directors adopted a Finance Committee Charter for the Company. The primary purpose of the “Finance Committee” is to ensure thatthe Corporation has a capital structure, including financing strategy and financial policies, that is efficiently optimized to maximize returns to shareholders at anacceptable risk threshold. The Finance Committee is comprised of Dave Shemmans (Chair), Luisa Ingargiola, Joanne Yan, and Bill Quigley. The capitalization of theCompany should not unduly burden the enterprise with excessive financial leverage that could impair long-term viability and operating flexibility. Further, the FinanceCommittee should ensure that the Board of Directors and management engage in rigorous discipline around the deployment of cash, with the central goal of maximizingabsolute shareholder value creation and long-term risk-adjusted return on invested capital.
The Finance Committee is not responsible for financial reporting, which is the responsibility of the Audit Committee of the Board.
A copy of the Finance Committee Charter is attached to this Annual Report as Exhibit 99.6.
Director Nominating Process
The N&CG reviews recommendations for directorships from Board members, executive management, advisors or others identified by executive search firms or agencies.Once a candidate is received, the N&CG Committee will begin a thorough review of candidate’s qualifications which includes multiple interviews, a criminalbackground check, references, and other necessary checks. Once the candidate has successfully passed the review, the Committee will vote to decide if the candidateshould proceed to the Board of Directors for a full vote. If successful, the individual will join the Board at the Annual General Meeting or a predetermined date.
Board of Directors’ Role in Risk Oversight
The executive management team are responsible for managing the day-to-day risks facing the Company’s daily operations. With that said, the Board of Directors (or the“Board”) receives updates during Board meetings throughout the year from the Committee Chairs who report any potential risks the organization faces. For urgentmatters, the Company’s Chief Executive Officer will raise a potential risk to the Chairperson and Vice Chair of the Board for guidance. At that stage, the Chairpersondecides to either update the entire Board or the necessary Committee Chair.
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Compensation Risk Assessment
The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to officer and director compensation, succession planningfor senior managements, development and retention of senior management, and such other duties as directed by the Board of Directors. The Compensation CommitteeChair utilizes a third-party consultant to assess risk. Risk is managed within the Company’s compensation plan design through the implementation of minimum keyperformance criteria when evaluating any Bonus payments. The bonus plan is set at a capped amount. The corporate performance criteria is balanced between financial,operational, strategic, environmental, social and governance areas, which on the whole provide a holistic set of strategic objectives important to contributing towardslong-term shareholder value. Lastly, the Board of Directors maintains discretion to award no bonus, if judged appropriate, to protect the value of the organization andshareholders’ interests.
Additionally, directors and officers are not authorized to purchase financial instruments (including prepaid variable contracts, equity swaps, collars, or units of exchangefunds) that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.
Director Stock Ownership
Currently the Board of Directors does not require a minimum stock ownership from its members.
Succession Planning
There is currently no set succession plan for the Company due to the changes made within the executive team in 2022. Once our new Chief Executive Officer hasfinalized her new executive management team, the management team and the Compensation Committee will finalize a succession plan for the key positions within theorganization.
Resignation and Retirement
In the event of a vacancy due to resignation or retirement on the Board of Directors, or if the N&CG Committee becomes aware of a pending vacancy and the Board ofDirector determines that such vacancy shall be filled by the Board of Directors, the N&CG Committee shall recommend to the Board of Directors a qualified individualfor appointment to the Board of Directors. The Board of Directors currently does not have a mandatory retirement age.
Corporate Governance Website
The Company maintains all governance documents related to the Board of Directors under the Investors folder and under the Governance tab on its website and can alsobe accessed through www.ir.emvauto.com.
Independent Reporting Line
The Company utilizes an independent third-party reporting line for employees to make anonymous incident reports. Any such incidents are sent by the third party to theChair of the Audit Committee. Awareness of the independent reporting line is critical to an open and safe work environment. New employees are trained during the newhire orientation, the annual employee handbook has a section on the independent reporting line, a link to the independent reporting line portal is posted on the Company’shuman resources information system and, as well, posters are available in employee common areas at Company offices. For 2022, the Company received zero inquires onits third-party reporting line.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
The Company’s compensation philosophy for 2022 was a performance-based compensation design to align named executive compensation with shareholder interests. Webelieve that to be successful we must hire and retain talented leadership. We recognize that there is significant competition for qualified executives within the globalautomotive sector with a focus on building electric motor
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vehicles. It can be particularly challenging for companies to recruit executive officers of the caliber necessary to achieve our short-term and long-term objectives.Accordingly, our executive compensation programs are intended to attract and retain this leadership team in a highly competitive talent market and to motivate them toachieve our business objectives. We believe that the changes made to our leadership team provides us with the skill set necessary to support our near-term objectives andcreate long-term value for our stockholders, grow our business and assist in the achievement of our strategic goals.
Our NEO compensation program provides a total compensation package, composed of a mix of cash and equity compensation, that we believe is appropriate to attractand retain our leadership team.
The Compensation Committee is responsible for ensuring the named executive base salaries and short-term incentives are market competitive and that executivecompensation fits within peer group and market compensation data ranges.
Governance Practices
		●	Comprised solely of independent directors.
Compensation Committee
		●	Establishes compensation requirements.
		●	Determines, reviews, approves, and oversees named executive compensation.
Involvement in Decision-making process
		●	The charter for the Compensation Committee is available on our investor relations website.
		●	Reviews the recommendations of management and the Compensation Committee to ensure that therecommendations.
Independent Compensation Consultant		●	Assists the Compensation Committee in the design of the executive compensation ranges, variableincentive plans and the determination of the overall compensation mix.
Involvement in Decision-making process		●	Provides analysis and crafts recommendations for the Compensation Committee in setting theexecutive officers’ compensation.
			The Compensation Committee retains the sole discretion
CEO			Creates and presents recommendations to the Compensation Committee for the executive officers andprovides her own insights. Does not participate in the Compensation Committees review, discussionor determination of her own salary.
Involvement in Decision-making process
			HR acts as the liaison between the Compensation Chair, CEO and the independent compensationconsultant in preparing the required materials, resources, information, and insight into thecompensation materials for the executive. For the CEO’s compensation, the Chair, independentcompensation consultant and HR work together and the CEO is not involved.
Human Resources (“HR”)
Involvement in Decision-making process
Role of Independent Compensation Consultant
The Compensation Committee utilizes an independent compensation consultant to research, design and recommend compensation ranges for the executive team. During2022, the Committee engaged Global Governance Advisors (“GGA”) as its independent compensation consultant. GGA assisted the Compensation Committee indeveloping a compensation peer group to use as a reference when making compensation decisions. GGA also conducted a review of the compensation of our executiveofficers, as well as support on other ad hoc matters throughout the year.
In fiscal 2022, the Compensation Committee assessed the independence of GGA and determined that no conflict existed that would prevent GGA from independentlyrepresenting the Compensation Committee.
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Peer Group for 2022 Compensation Benchmarking
The below table is a summary of the PEER group used by GGA to provide benchmark data to the Compensation Committee to determine the appropriate compensationranges. The Peer Group was recommended and approved to the Compensation Committee in Q4 2021 by the then CEO and were used for the 2022 executivecompensation determination.
		2022 Peer Group
		Electric Vehicle Peers
				Faraday Future Intelligent
			Acrimoto Inc.		Nikola Corp.
		Electric Inc.
			AYRO Inc.	Fisker Inc.			Rivian Automotive Inc.
			Bird Global Inc.	Lordstown Motors Corp.	Workhorse Group Inc.
			Canoo Inc.	Lucid Group.
				Electric Vehicle Utilities Peers
			Blink Charing Co.	ChargePoint Holdings Inc.	Romeo Power Inc.
		Automotive Parts Peers
			Horizon Global Corp.	PowerFleet Inc.			Sypris Solutions Inc.
			Hyliion Holdings Corp.	Standard Motor Products Inc.	XL Fleet Corp.
						Motorcar Parts of America Inc.	Strattec Security Corp.
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Executive Compensation Overview
The below summary tables outline the key components of the named executive officer (“NEO”) compensation packages in 2022.
		Compensation
		Component	Summary	Reason for component			How is this determined?
Base Salary					Cash based compensation determinedannually during Q1.	Providing market competitive base salary toattract and retain qualified executive talentto the Company.			By the executive’s performance,professional qualifications, and marketconditions.
Short-term Incentive					Cash based incentive. Variable based ona performance.	Incentivizing the performance to achievestrategic objectives.			Measured against a scorecard but highdegree of discretion for the CompensationCommittee.
Healthcare, Retirement and OtherBenefits					Executives are eligible to participate inthe same programs as employees forhealthcare insurance, stock options, paidtime-off, life insurance and other relatedprograms.	These plans are a part of our employeebenefits programs which are designed forsupporting the well-being of our employees’health.			The executives are eligible to participate inthe standard employee benefits offeredwithin the Country they work.
Executive Benefits					Participation in the Director & Officerinsurance. As well, certain Executivesreceive a monthly stipend for rent inArizona to support their local presence.	Having executives located together providesa more productive workplace for quickerdecisions.			By local rent rates for reasonably furnishedapartments.
Base Salary
Base salaries are designed to provide a stable source of income for our named executive officers. In general, base salaries are established to be market competitive toattract and retain qualified executives. Base salaries are reviewed regularly considering several factors including the executive’s experience, responsibilities, and PeerGroup compensation. The base salaries of our named executive officers during fiscal 2022 were as follows:
							Fiscal 2022 Base
Named Executive Officer							Salary ($USD)
Susan Docherty Chief Executive Officer
				$				650,000
Mark Orsmond Chief Financial Officer
				$				375,000
Kim Brink Chief Revenue Officer
				$				340,000
Tony Dent(1) General Counsel and Corporate Secretary
				$				295,000
Note:
(1) Mr. Dent was appointed General Counsel on August 15, 2022 and then appointed Corporate Secretary on September 22, 2022. Mr. Dent resigned from all positions with the Company on February 3,
		2023.
Short-term Incentive
Starting in 2022 with the adoption of a formulaic scorecard, our annual cash bonus opportunities are designed to incentivize our named executive officers to achieve therequired performance of key annual objectives. Each of our named executive officers (or “NEO”) has a target bonus expresses as a percentage of the officer’s base salary.Several factors were considered in developing the target bonus opportunities, including the executive’s responsibilities, base salary, our projected corporate performance,growth, and Peer Group compensation.
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The target bonus opportunities for our named executive officers during fiscal 2022 were as follows:
		Fiscal 2022 Target Bonus
Named Executive Officer		(% of Salary)
Susan Docherty(1) Chief Executive Officer
			100 %
Mark Orsmond Chief Financial Officer
			50 %
Kim Brink Chief Revenue Officer
			73 %
Tony Dent(2) General Counsel and Corporate Secretary
			35 %
Kevin Pavlov(3) Former Chief Executive Officer
			100 %
Notes:
(1) Ms. Docherty was not eligible for a 2022 bonus since her employment started on December 5, 2022.
(2) Mr. Dent was appointed General Counsel on August 15, 2022 and then appointed Corporate Secretary on September 22, 2022. Mr. Dent resigned from all positions with the Company on February 3,
				2023.
(3) Mr. Pavlov resigned from all positions with the Company on December 5, 2022. Due to Mr. Pavlov’s resignation, Mr. Pavlov was not eligible for a 2022 bonus.
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Process for Setting Executive Compensation

The below chart outlines the process and timeline of the Compensation Committee’s process for determining NEO compensation. For the below chart we willdemonstrate the exercise for setting the 2022 compensation.

Process for Setting Executive Compensation

Timeline

Task

Desired Outcome

Individuals Involved

End of Q3 2021

Commence

annual

kick-off

Provide clear direction to IndependentCompensation Consultant on the type ofPeer Companies to use for Benchmarking

Compensation ChairCEOHRIndependent Compensation Consultant

compensation review by discussingpotential Peer Benchmarking Group

Start of Q4 2021

Review

proposed

Peer

Finalize

proposed

list

Peer

Compensation ChairCEOHRIndependent Compensation Consultant

Benchmarking Group

2021

Compensation

Approve

proposed

Peer

Discuss, review, and approve the proposedPeer Benchmarking Group

Compensation CommitteeLegal (conducting meeting minutes)HRIndependent Compensation Consultant (for presentation andwalk through of information for the Committee)

MeetingBenchmarking Group

Q4 2021 Board Meeting

Approve

proposed

Peer

Review

and

approve

compensation

Board of DirectorsLegal (conducting meeting minutes)

Benchmarking Group

committee recommendation.

Q1 2022

Receive proposed compensationranges from Peer BenchmarkingGroup

Independent Compensation Consultantdelivers a proposed compensation reportfor NEO compensation.

Compensation ChairCEOHRIndependent Compensation Consultant

2022

Compensation

Approve proposed compensationranges

Discuss, review, and approve the proposedPeer Benchmarking Group compensationranges and recommendations for NEOcompensation.

Compensation CommitteeLegal (conducting meeting minutes)HRIndependent Compensation Consultant (for presentation andwalk through of information for the Committee)

Committee

Q1 2022 Board Meeting

Approve proposed 2022 NEOCompensation

Review

and

approve

compensation

Board of DirectorsLegal (conducting meeting minutes)

committee recommendation.

Factors Considered in Making Compensation Decisions

The Company utilizes data from the Peer Benchmarking Group which are developed and based on companies that meet the following criteria:

●

Companies of a similar size to ElectraMeccanica (0.25x to 4x), primarily from a Total Revenue perspective, but also considering other factors such as MarketCapitalization;

●

Companies within the same industry segment as ElectraMeccanica or companies that rely on R&D and engineering innovative and integrated hardware andsoftware products;

●

Companies with a similar business strategy and scope of operations to ElectraMeccanica; and

●

Publicly traded companies on major North American exchanges, with an emphasis of being traded on the major U.S. exchanges.

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The approach used in selecting appropriate peer groups ensures that executives are being benchmarked against positions that require similar skill sets and experiencewithin the key sectors that employ the talent required to lead the Company.
ElectraMeccanica considers the peer group’s compensation, size, structure, operational scope and geography when arriving at the appropriate employee compensationlevels and structure.
Governance & Oversight of Compensation Program
The Compensation Committee is responsible for the oversight and governance of the executive compensation program, including:
●		Total Compensation Strategy;
●		Periodic approval of the overall Compensation Strategy;
●		Compensation Plans;
●		Reviewing and approving plan metrics, targets, performance results and final awards annually; and
●		Competitive Compensation Review.
With the assistance of an external advisor, assessing the competitiveness of the executive compensation program annually, including a periodic pay-for-performanceanalysis.
External Disclosure
Reviewing and approving annual disclosure (Management Information Circular) related to executive compensation.
Compensation Risk
Assessing the plan design to identify and mitigate any risk associated with ElectraMeccanica’s compensation policies and practices that could incentivize an executive orother employee to take inappropriate or excessive risk that could otherwise have a material adverse effect on the Company.
The Committee is also involved in the recommendation and approval process of the following:
●		total compensation matters related to equity compensation plan designs are reviewed by the Committee and recommended to shareholders for approval;
●		total compensation matters related to the executive team, including compensation awards and payments, are reviewed, and approved by the Committee. (TheBoard approves Total Compensation for the CEO); and
●		total compensation matters related to all other employees of the organization are reviewed by the CEO and recommended to the Committee for approval (on anaggregate basis).
Stock Ownership Guidelines and Prohibition Against Hedging and Pledging
The objective of our Anti-Hedging and Pledging Policy is therefore to prohibit those subjects to it from (i) directly or indirectly engaging in hedging against futuredeclines in the market value of any securities of the Corporation (including through the purchase of financial instruments designed to offset such risk) and (ii) pledgingCorporation securities as collateral for a loan (whether in a margin account or otherwise).
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Anti-Hedging
Unless otherwise previously approved by the N&CG Committee of the Board of Directors, no director, officer or employee of the Company or its subsidiaries or, to theextent practicable, any other person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time,purchase financial instruments, including prepaid variable forward contracts, instruments for the short sale or purchase or sale of call or put options, equity swaps,collars, or units of exchangeable funds that are based on fluctuations of the Company’s debt or equity instruments and that are designed to or that may reasonably beexpected to have the effect of hedging or offsetting a decrease in the market value of any securities of the Company.
Anti-Pledging
Unless otherwise previously approved by the N&CG Committee, no director, officer or employee of the Company or its subsidiaries or, to the extent practicable, anyother person (or their associates) in a special relationship (within the meaning of applicable securities laws) with the Company, may, at any time, purchase Companysecurities on a margin or otherwise pledge Company securities as collateral for a loan.
Any violation of these policies will be regarded as a serious offence. Anyone violating this policy will be subject to disciplinary action which may include, but is notlimited to, termination of employment and/or restrictions on future participation in the Company’s incentive equity plans.
Pay Versus Performance Disclosure
This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”)and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company orindividual performance.
The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”), our formerPEOs, and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table, (ii) the “compensation actuallypaid” (“CAP”) to our PEO, former PEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) therelationship of the CAP to those financial performance measures.
	Average
	Summary	Value of Initial Fixed $100
	Compensation		Average	Investment Based on:
				Summary	Summary	Table Total for		Compensation			Peer Group
				Compensation	Compensation		Compensation	Compensation	Non-PEO Named		Actually Paid to	Total			Total	Net
				Table Total for	Table Total for		Actually Paid to	Actually Paid to	Executive		Non-PEO Named	Shareholde			Shareholde	Income	Revenue
Year
(a)				PEO (b)	Former PEO (c)		PEO (d)	Former PEO (d)	Officers (f)							Executive Officers (g) Return (h) Return (i) ('000s) (j) ('000s) (k)
2022				$	4,786,993	$	1,058,419		$	3,489,789	$	3,605,480	$	764,311				$	237,912	$	28	$	117	$ 116,180	$ 6,812
2021				$	5,434,223	$	2,195,816		$	3,794,986	$	2,222,984	$	661,653				$	339,016	$	106	$	174	$ 38,778	$ 2,101
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Adjustments to Calculate Compensation Actually Paid to PEOs (Column (d)), Former PEOs (Column (e)) and Average Compensation Actually Paid to Other NEOs(Column (g))
	2022	2021
AdjustmentsPEO	Former PEO			Other NEOs	PEO	Former PEO				Other NEOs
SCT Total							$	4,786,993 $					1,058,419 $	714,311 $	5,434,223 $	2,195,816 $				661,653
Adjustments for defined benefits pension plans			$	—
(Deduct): Aggregate change in actuarial present value included in SCT
Total for the covered fiscal year			$	—	$											—	$					—	$	—	$				—	$		—
Add: Service cost for the covered fiscal year			$	—	$											—	$					—	$	—	$				—	$		—
Add: Prior service cost for the covered fiscal year			$	—	$											—	$					—	$	—	$				—	$		—
Adjustments for stock awards and option awards**			$	—	$											—	$					—	$	—	$				—	$		—
(Deduct): Aggregate value for stock awards and option awards
included in SCT Total for the covered fiscal year			$	(4,737,409)	$											—	$	(496,056)	$	(4,782,808)	$					—	$	(249,501)
Add: Fair value at year end of awards granted during the covered fiscal
year that were outstanding and unvested at the covered fiscal yearend
			$	3,440,206	$											—	$	24,165	$	2,366,724	$					—	$	166,822
Add: (Deduct): Year-over-year change in fair value at covered fiscal
year end of awards granted in any prior fiscal year that wereoutstanding and unvested at the covered fiscal year end
			$	—	$											—	$					—	$	—	$				—	$	(644,195)
Add: Vesting date fair value of awards granted and vested during the
covered fiscal year			$	—	$											—	$	114,211	$	776,847	$					—	$				—
Add (Deduct): Changes as of the vesting date (from the end of the prior
fiscal year) in fair value of awards granted in any prior fiscal year forwhich vesting conditions were satisfied during the covered fiscal year
			$	—	$	(3,440,650)			$	(57,097)	$	—	$	(3,555,079)				$	(273,794)
(Deduct): Fair value at end of prior fiscal year of awards granted in any
prior fiscal year that failed to meet the applicable vesting conditionsduring the covered fiscal year
			$	—	$	(1,223,249)			$	(61,622)	$	—	$	(863,722)				$					—
Add: Dividends or other earnings paid on awards in the covered fiscal
year prior to vesting if not otherwise included in the SCT Total forthe covered fiscal year
			$	—	$											—	$					—	$	—	$				—	$		—
CAP Amounts (as calculated)			$	3,489,789	$	(3,605,480)			$	287,912	$	3,794,986	$	(2,222,984)				$	(339,016)
Total Shareholder Return (Column (h); Column (i))
The Company does not currently issue dividends.
Peer Group Total Shareholder Return (Column (i))
The peer group used in this disclosure is the NASDAQ Composite Index.
Net Income (Column (j))
Net Income as reported in the Company’s Consolidated Statements of Income included in our Form 10-K.
Revenue (Column (k))
Revenue was determined to be the most important financial performance measure linking CAP to Company performance for 2022 and therefore was selected as the 2022“Company-Selected Measure” as defined in Item 402(v).]
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Financial Performance Measures
The following table lists the four financial performance measures that, in the Company’s assessment, represent the most important performance measures used to linkCAP for our Named Executive Officers to Company performance for 2022.
Revenue (Company-Selected Measure)Gross marginCash UsageVehicle Sales (units)
Relationship Between Compensation Actually Paid and Performance
The graphs below show the relationship of “compensation actually paid” to our PEO, Former PEOs and Other NEOs to (i) the Company’s Net Income, (ii) theCompany’s Revenue, and (iii) TSR of both the Company and the NASDAQ Composite Index.
CAP, as calculated in accordance with Item 402(v), reflects, among others, adjustments to the fair value of equity awards during the years presented. Factors impactingthe fair value of equity awards include the price of our Common Stock at year end, as well as the projected and actual achievement of performance goals. Theseadjustments contributed significantly to the change in CAP reported for 2021.
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Summary Compensation Table

Our named executive officers (NEOs) for the fiscal years ended December 31, 2022 (“Fiscal 2022”) and December 31, 2021 (“Fiscal 2021”) consist of: (i) SusanDocherty, our current Chief Executive Officer and Interim Chief Operating Office; (ii) Mark Orsmond, our Chief Financial Officer; (iii) Kim Brink, our Chief RevenueOfficer; (iv) Kevin Pavlov, our former Chief Executive Officer; (v) Bal Bhullar, our former Chief Financial Officer and Chief Compliance Officer; (vi) Dean AnthonyDent, our former General Counsel and Corporate Secretary; (vii) Joseph Mitchell, our former Chief Operating Officer; (viii) Isaac Moss, our former Chief AdministrativeOfficer and Corporate Secretary; and (ix) Henry Reisner, our former Executive Vice-President. The following Summary Compensation Table sets forth the compensationearned by or paid to our named executive officers for Fiscal 2022 and Fiscal 2021 are as follows:

Non-equity

Non-qualified

incentive

deferred

Stock

Option

plan

compensation

All other

Salary

Bonus

awards

compensation

earnings

compensation

Total

Name and Principal Position

Year

($)

($)(1)

($)(2)

($)

Susan Docherty (3) CEO and InterimChief Operating Officer

2022

49,583

Nil

1,755,534

2,981,875

Nil

4,786,992

2021

n/a

Mark Orsmond (4) CFO

2022

127,972

100,000

Nil

550,762

Nil

778,734

2021

n/a

Kim Brink (5) CRO

2022

319,513

250,000

Nil

454,738

Nil

1,024,251

2021

n/a

Kevin Pavlov (6) former CEO

2022

528,516

Nil

530,264

1,058,419

2021

246,415

405,000

787,502

3,995,306

Nil

5,434,223

Bal Bhullar (7) former CFO and ChiefCompliance Officer

2022

482,148

Nil

398,567

880,716

2021

315,957

145,038

328,502

Nil

2,872

792,369

Dean Anthony Dent(8) formerGeneral Counsel and CorporateSecretary

2022

111,760

Nil

70,000

181,760

2021

n/a

Joseph Mitchell(9) former ChiefOperating Officer

2022

244,657

Nil

482,668

Nil

421,875

1,149,200

2021

n/a

Isaac Moss(10) former ChiefAdministrative Officer and CorporateSecretary

2022

252,944

Nil

559,894

812,838

2021

289,436

193,715

210,001

Nil

693,152

Henry Reisner(11) former ExecutiveVice-President

2022

85,798

Nil

Nil 210,001

Nil

436,881

522,679

2021

289,436

Nil

499,437

Michael Paul Rivera(12) formerPresident and CEO

2022

n/a

2021

269,209

216,080

Nil

1,710,527

2,195,816

Notes:

(1) For fiscal 2022 and 2021, these amounts represent the aggregate grant date fair value of RSUs and PRSUs. For fiscal 2022, the grant date fair value for each RSU granted to

Ms. Docherty is $1.11 per shares based on the most recent closing price of our common shares as of the grant date of December 5, 2022. The grant date fair value of each PRSUis $1.11 per unit, which incorporates the potential to vest, depending on the performance of the stock price attaining a 30-day volume weighted average price per common shareequal to or exceeding $5.00, $6.00 and $7.00. For fiscal 2021, the grant date of value for each RSU granted to Mr. Kevin Pavlov, Ms. Bal Bhullar, Mr. Isaac Moss andMr. Henry Reisner is $3.41 per share based on the most recent closing pricing of our common shares as of the grant date of September 22, 2021.

(2) Option-based awards represent the fair value of Options granted and awarded in the year under our Stock Incentive Plan. The fair value of Options granted is calculated as of the

grant date using the Black-Scholes option pricing model using the following weighted average assumptions:

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		Year ended December 31,	Year ended December 31,
			2022			2021
				Expected life of options	3.85-5 years	4-5 years
				Annualized volatility	61%-123.7 %	61%-62.29 %
				Risk-free interest rate	1.75%-4.23 %	0.34%-1.4 %
				Dividend rate	0 %	0 %
(3) Ms. Docherty was appointed as Chief Executive Officer and interim Chief Operating Officer of our Company on December 5, 2022 and then appointed a director on
					December 19, 2022
(4) Mr. Orsmond was appointed as Chief Financial Officer of our Company on August 22, 2022.(5) Ms. Brink was appointed as Chief Revenue Officer of our Company on January 24, 2022.(6) Mr. Pavlov was appointed as Chief Operating Officer of our Company on May 1, 2021 and then appointed the Chief Executive Officer and director of our Company on
					September 21, 2021. He was appointed President of our Company on January 27, 2022. Mr. Pavlov resigned from all positions with the Company on December 5, 2022.
(7) Ms. Bhullar was appointed as Chief Financial Officer of our Company on November 19, 2018, and as a director of our Company on December 6, 2019. Ms. Bhullar resigned as
					Chief Financial Officer and a director and was appointed Chief Compliance Officer of our Company on August 22, 2022, and Ms. Bhullar resigned from her position with theCompany on December 31, 2022.
(8) Mr. Dent was appointed General Counsel on August 15, 2022 and then appointed Corporate Secretary on September 22, 2022. Mr. Dent resigned from all positions with the
					Company on February 3, 2023.
(9) Mr. Mitchell was appointed as Chief Operating Officer of our Company on April 1, 2022 and resigned from the Company on November 22, 2022.(10) Mr. Moss was appointed Chief Administrative Officer and Corporate Secretary of our Company on May 15, 2018. Mr. Moss resigned from his positions with the Company on
					September 22, 2022.
(11) Mr. Reisner was appointed as President and Chief Operating Officer of our Company on May 15, 2018 and then, on May 1, 2021, Mr. Reisner’s position was changed to
					Executive Vice-President. Mr. Reisner retired from his positions with the Company on January 27, 2022.
(12) Mr. Rivera was appointed CEO and a director of our Company on August 12, 2019. On September 22, 2021, Mr. Rivera resigned as CEO and a director of our Company.
During our most recently completed financial years, we did not pay any other executive compensation to our named executive officers.
Executive Employment Agreements
Current Executive Employment Agreements
Susan Docherty
On December 2, 2022, our Board of Directors approved the entering into of an executive employment agreement with each of the Company and Susan Docherty (the“Docherty Agreement”) with effect on December 5, 2022 (the “Effective Date”).
Beginning on the Effective Date, Ms. Docherty will serve as the CEO of the Company and ElectraMeccanica USA, LLC (the “Subsidiary”), reporting directly to theCompany’s Board of Directors. While serving as the CEO, Ms. Docherty will have control over, and responsibility for, the day-to-day operations of the Company andSubsidiary and shall have such other duties, authorities and responsibilities commensurate for such or a similar position at a similarly-situated company and suchadditional duties as may be assigned to Ms. Docherty by the Board of Directors from time to time.
The initial term of the Docherty Agreement shall commence on the Effective Date and shall continue until the three year anniversary of the Effective Date (the “InitialTerm”). The Initial term will automatically extend on the same terms and conditions set forth below for additional one year periods (each, a “Renewal Term”), unlesseither party gives the other party written notice of non-renewal at least 30 calendar days prior to the end of the Initial Term or any Renewal Term.
Pursuant to the Docherty Agreement, Ms. Docherty will receive a base salary of $650,000 per year during the term of the Docherty Agreement to be paid according to theCompany’s normal payroll cycle. The base salary will be reviewed annually and may be adjusted by the Compensation Committee of the Board of Directors in its solediscretion.
According to the Docherty Agreement and subject to approval by the Compensation Committee and as soon as reasonably practicable upon execution of the DochertyAgreement and announcement by the Company of Ms. Docherty as its new CEO, the Company will
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award three separate non-qualified stock options under the Stock Incentive Plan to purchase 3,750,000 common shares of the Company in the aggregate (collectively, the“Sign-On Options”), with each such Sign-On Option having an exercise price equating to the closing price for the Company’s stock as reported on Nasdaq on the dayprior to the grant date (the “Exercise Price”), and with each such Sign-On Option having a maximum exercise term of seven years from the grant date (the “ExerciseTerm”) and, subject to the following, vesting in three equal annual installments from the grant date (the “Vesting”). The first Sign-On Option shall cover 2,000,000common shares of the Company underlying the Sign-On Options and be exercisable at the Exercise Price during the Exercise Term and be subject only to the Vesting.The second Sign-On Option shall cover 1,000,000 common shares of the Company underlying the Sign-On Options and be exercisable at the Exercise Price during theExercise Term and, subject to the Vesting, shall not be exercisable until such time as the Company’s 30-day volume average trading price on Nasdaq is $2.50 or greater.The third Sign-On Option shall cover 750,000 common shares of the Company underlying the Sign-On Options and be exercisable at the Exercise Price during theExercise Term and, subject to the Vesting, shall not be exercisable until such time as the Company’s 30-day volume average trading price on Nasdaq is $5.00 or greater.The Sign-On Options will be subject to such other terms and conditions specified by the Compensation Committee, the Stock Incentive Plan, the award agreements, andthe Company’s insider trading policy.
Subject to approval by the Compensation Committee, within 30 days of the Effective Date, the Company will award restricted stock units under the Stock Incentive Plancovering 1,000,000 common shares of the Company (the “Sign-On RSUs”). The Sign-On RSUs will vest in three equal annual installments from the date of grant. TheSign-On RSUs will be subject to such other terms and conditions specified by the Compensation Committee, the Stock Incentive Plan, the award agreement, and theCompany’s insider trading policy.
Subject to approval by the Compensation Committee, within 30 days of the Effective Date, the Company will award performance stock units under the Stock IncentivePlan covering 875,000 common shares of the Company (the “Sign-On PRSUs”). The Sign-On PRSUs will vest as follows: (i) 437,500 will vest on the first date on whichthe average of the volume weighted average price per common share of the Company during any 30 day consecutive trading days (“30-Day VWAP”) equals or exceeds$5.00; (ii) 218,750 will vest on the first day on which the 30-Day VWAP of the common shares of the Company equals or exceeds $6.00; and (iii) the final 218,750 willvest on the first day on which the Company’s 30-Day VWAP equals or exceeds $7.00. In this respect the parties hereby acknowledge and agree that, in accordance withthe Stock Incentive Plan and the award agreement for the Sign-On PRSUs, upon the termination of this Agreement for any reason, other than for Cause, all then unvestedSign-On -PRSUs shall be entitled to continue to vest for a further period of one year from the date of termination.
For expenses incurred for up to 12 months following the Effective Date, the Company will reimburse Ms. Docherty for reasonable and customary temporary housingcosts in the Mesa/Phoenix metropolitan area not to exceed $3,500 per month. To obtain reimbursement Ms. Docherty must submit her expenses promptly, in accordancewith Company policy, with appropriate supporting documentation, and such expenses will be reimbursed no later than the last day of the tax year following the tax yearin which the expense was incurred.
Beginning January 1, 2023, and for each full calendar year during the term thereafter, Ms. Docherty will be eligible to participate in an annual cash incentive programadopted in writing and approved by the Compensation Committee (the “STIP”). Ms. Docherty’s target incentive under the STIP will equal 100% of her base salary and inno event will the STIP payment exceed 200% of her base salary. Any STIP payment and the amount of same will be based on the attainment of written quantitative andqualitative performance goals, including financial performance goals, established by the Compensation Committee in its sole discretion and in advance. In order to beeligible to receive the STIP, Ms. Docherty must be actively employed by the Company through the date the STIP is paid in order to earn and be eligible to receive theSTIP.
Beginning January 1, 2024, and for each full calendar year during the term thereafter, Ms. Docherty will be eligible to receive grants of stock options, performance sharesand other awards under the Stock Incentive Plan (the “Annual Equity Awards”). The amount of Annual Equity Awards, the mix of Annual Equity Awards, the vestingschedule and the other terms and conditions of the Annual Equity Awards will be established by the Compensation Committee in its sole discretion. The Annual EquityAwards will be subject to such other terms and conditions specified by the Compensation Committee, the Stock Incentive Plan, the award agreement, and the Company’sinsider trading policy.
Pursuant to the Docherty Agreement, Ms. Docherty will be eligible to participate in the Company’s standard company benefit and vacation plans, as such plans may beamended, modified, or terminated by the Company from time to time, with or without notice, in accordance with the applicable benefit and vacation plan documents.
The Docherty Agreement may be terminated by the Board of Directors at any time during the term for any reason upon at least 30 calendar days’ prior written notice;provided that, the Board of Directors may terminate Ms. Docherty’s employment immediately for
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cause. Upon termination by the Company for any reason, the Company will pay Ms. Docherty her accrued but unpaid base salary through her date of termination and anyaccrued but unpaid reasonable business expenses through her date of termination (the “Accured Obligations”). If Ms. Docherty resigns from her employment with theCompany for any reason, she will be deemed to immediately resign from all officerships, directorships, managerships and other positions she holds with the Company,Subsidiary and their affiliates, and will only be entitled to the Accured Obligations. The Docherty Agreement will terminate immediately upon Ms. Docherty’s death ordisability.
In the event Ms. Docherty’s full-time employment is terminated by the Board of Directors without cause or by Ms. Docherty for Good Reason (as defined in Exhibit A tothe Docherty Agreement) prior to a Change of Control (as defined in Exhibit A to the Docherty Agreement) during the term, then, in addition to the Accrued Obligations,and subject to Ms. Docherty’s timely execution (and non-revocation) of the release required by the Docherty Agreement, Ms. Docherty will be entitled to receive a cashseverance payment equal to the sum of: (i) 24 months of her then base salary plus one month of her then base salary for every completed year of service (to a maximumof 30 months); (ii) 18 times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by her immediatelyprior to her last day of employment; and (iii) the greater of (a) her average STIP paid in the two prior years and (b) 80% of the target annual STIP for the currentfiscal year (collectively, the “Base Severance Amount”). The Base Severance Amount will be paid to Ms. Docherty in installments over a 12-month period, in accordancewith the Company’s normal payroll cycle, with the first installment paid during the first payroll period following the expiration of the release revocation period describedbelow. In addition to the Base Severance Amount, Ms. Docherty will be entitled to receive a pro-rata STIP for the year in which her termination occurred, with such pro-rata STIP paid at the same time described above. In addition, Ms. Docherty will be eligible to exercise any vested Sign-On Options or other stock options granted to herby the Company which may have vested as at the date of termination by the Board of Directors without cause or by Ms. Docherty for Good Reason prior to a Change ofControl of for a period of one year from such termination date.
Upon the closing of a transaction during the term that results in a Change of Control, and notwithstanding anything in the Stock Incentive Plan to the contrary,Ms. Docherty’s Sign-On Options and any other stock options awarded to her shall fully vest and become exercisable for a period of one year from the date of hertermination, and her then Sign-On RSUs and any other restricted stock units awarded to her shall immediately vest.
In the event Ms. Docherty’s full-time employment is terminated by the Board of Directors without cause or by Ms. Docherty with Good Reason during the 12 monthperiod following a Change of Control during the term, then, in addition to the Accrued Obligations, and subject to Ms. Docherty’s timely execution (and non-revocation)of the release required by the Docherty Agreement, Ms. Docherty will be entitled to receive a cash severance payment equal to the sum of: (i) 18 months of her then basesalary; and (ii) 18 times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by Ms. Dochertyimmediately prior to her last day of employment (collectively, the “Enhanced Severance Amount”). The Enhanced Severance Amount will be paid to Ms. Docherty ininstallments over a 18-month period, in accordance with the Company’s normal payroll cycle, with the first installment paid during the first payroll period following theexpiration of 60 days from Ms. Docherty’s last day of employment.
The Docherty Agreement contains typical restrictive covenants with respect to non-disparagement, non-solicitation of customers and employees and non-competition fora period of 12 months after cessation of employment.
Mark Orsmond
On August 22, 2022, our Board of Directors approved the entering into of an executive employment services agreement with each of the Company and Mark Orsmond(the “Orsmond Agreement”) with effect on August 22, 2022 (the “Effective Date”).
The Orsmond Agreement commenced as of its Effective Date and will continue for a period of two years unless terminated in accordance with its terms. The OrsmondAgreement shall renew automatically on one-month to one-month basis if not specifically terminated by the Company notifying Mr. Orsmond in writing at least 30calendar days prior to the end of the term of its intent to not renew the Orsmond Agreement.
Pursuant to the terms of the Orsmond Agreement, Mr. Orsmond will be employed as our Chief Financial Officer and will: (a) devote reasonable efforts and attentions tothe business and affairs of the Company; (b) perform the Services (as defined in the Orsmond Agreement) in a competent and efficient manner and in manner consistentwith his obligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company. Mr. Orsmond will not,directly or indirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate,
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company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competition with that ofthe Company’s Business (as defined therein). However, Mr. Orsmond may hold or have a beneficial interest in up to 1% of any class of securities in any companyprovided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Mr. Orsmond a monthly base salary from the Effective Date of CAD$40,373.00 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Mr. Orsmond based upon the performance of the Company and upon the achievement by Mr. Orsmond of reasonable management objectives. Mr. Orsmond willbe eligible to participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to:(a) group insurance coverage for dental, health and life insurance; (b) the use of a smartphone for Business purposes; and (c) no less than five weeks paid vacation percalendar year (the “Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the properperformance of Mr. Orsmond’s duties.
The Company may grant Mr. Orsmond Options under its Stock Incentive Plan from time to time in its absolute discretion. Any Options will be in accordance withprovisions, and including, but not limited to, the following: (a) the exercise of Options shall be subject to, at all times, to such vesting and resale provisions as may thenbe contained in the Company’s Stock Incentive Plan as may be finally determined by the Board of Directors acting reasonably; (b) Mr. Orsmond in no event make anydisposition of all or any portion of Options unless the requirements as provided in the Orsmond Agreement have been satisfied; and (c) the Company shall have anindependent committee of the Board of Directors approve each grant of Options and, if required, by the applicable regulatory authorities and the shareholders of theCompany.
The Company has the right to and may terminate the Orsmond Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Mr. Orsmond an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Orsmond up to the date of termination, and Mr. Orsmondshall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Orsmond Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMr. Orsmond specifying the effective date of termination. Mr. Orsmond may terminate the Orsmond Agreement at any time in connection with a Change of Control (asdefined therein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Controlhas been effected. In the event that the Orsmond Agreement is terminated by the Company without Just Cause, or by Mr. Orsmond as a result of a Change of Control, theCompany will have the obligation to: (a) pay Mr. Orsmond an amount equal to the Monthly Salary and Vacation payable to Mr. Orsmond up to the date of termination,together with any Vacation pay required to comply with applicable employment standards legislation; (b) pay Mr. Orsmond his annual performance Bonus entitlements(as defined therein) calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay Mr. Orsmond atermination fee equal to 12 months’ Monthly Salary plus an additional one month’s Monthly Salary for each completed full year of employment with the Company fromthe Effective Date; (d) subject to provisions of any Company plans and arrangements under which Benefits (as defined therein) are being provided to Mr. Orsmond,continue each of Mr. Orsmond’s Benefits in full force and effect for a period of 12 months from the date of termination; (e) pay Mr. Orsmond an amount equal to thegreater of (i) the average STIP (as defined therein) paid to Mr. Orsmond for the previous two years and (ii) 80% of Mr. Orsmond’s target annual STIP for the currentfiscal year of the Company if Mr. Orsmond has been employed by the Company for less than two years at the date of termination; and (f) subject to the Company’s StockIncentive Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company, allow for Mr. Orsmond to exercise any unexercised andfully vested stock options at any time during the Termination Option Exercise Period (12 months from the date of termination; as defined therein).
The Company may terminate the Orsmond Agreement by notifying Mr. Orsmond in writing at least 30 calendar days prior to the end of the term of its intent to not renewthe Orsmond Agreement. In the event of such termination, the Company will be obligated to provide Mr. Orsmond with (a) through (f) noted immediately above,however, the Company will only pay Mr. Orsmond a termination fee equal to four months of Monthly Salary for each completed full year of employment with theCompany commencing from the Effective Date and up to a total of 16 months of Monthly Salary.
Mr. Orsmond may terminate the Orsmond Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination(such date being not less than three months after the date of notice). In the event the Orsmond Agreement is terminated by Mr. Orsmond’s resignation, the Company shallpay to Mr. Orsmond an amount equal to the Monthly Salary
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and Vacation pay earned and payable to Mr. Orsmond up to the date of termination, and Mr. Orsmond shall have no entitlement to any further notice of termination,payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Orsmond Agreement will automatically terminate upon the death of Mr. Orsmond and, upon such termination, the Company’s obligations under the OrsmondAgreement will immediately terminate other than the Company’s obligations to: (a) pay Mr. Orsmond’s estate an amount equal to the Monthly Salary and Vacationpayable to Mr. Orsmond up to the date of termination; (b) pay Mr. Orsmond’s estate his annual performance Bonus entitlements calculated pro rata for the period up tothe date of termination based on the achievement of the objectives to such date; and (c) subject to the Company’s Stock Incentive Plan and policies of any regulatoryauthority and stock exchange having jurisdiction over the Company, allow for Mr. Orsmond’s estate to exercise any unexercised and fully vested Options at any timeduring the Termination Option Exercise Period from the date of termination.
The Company may terminate the Orsmond Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In theevent of such termination, the Company’s obligations under the Orsmond Agreement will immediately terminate other than the Company’s obligations to (a) payMr. Orsmond an amount equal to the Monthly Salary and Vacation payable to Mr. Orsmond up to the date of termination; (b) pay Mr. Orsmond his annual performanceBonus entitlements calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) subject to provisions of anyCompany plans and arrangements under which Benefits are being provided to Mr. Orsmond, continue each of Mr. Orsmond’s Benefits in full force and effect for a periodof 12 months from the date of termination; and (d) subject to the Company’s Stock Incentive Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Mr. Orsmond to exercise any unexercised and fully vested Options at any time during the Termination Option Exercise Periodfrom the date of termination.
Kim Brink
On December 24, 2021, our Board of Directors approved the entering into of an executive employment services agreement with each of the Company, ElectraMeccanicaAutomotive USA Inc. and Kim Brink (the “Brink Agreement”) with effect on January 24, 2022 (the “Effective Date”).
The Brink Agreement commenced as of its Effective Date and will continue for a period of two years unless terminated in accordance with its terms. The BrinkAgreement shall renew automatically if not specifically terminated by the Company notifying Ms. Brink in writing at least 90 calendar days prior to the end of the termof its intent to not renew the Brink Agreement.
Pursuant to the terms of the Brink Agreement, Ms. Brink will be employed as our Chief Revenue Officer and will: (a) devote reasonable efforts and attentions to thebusiness and affairs of the Company; (b) perform the Services (as defined in the Brink Agreement) in a competent and efficient manner and in manner consistent with hisobligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company. Ms. Brink will not, directly orindirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate, company, whether asagent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competition with that of the Company’sBusiness (as defined therein). However, Ms. Brink may hold or have a beneficial interest in up to 1% of any class of securities in any company provided that such classof securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Ms. Brink a monthly base salary from the Effective Date of US$28,333.34 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Ms. Brink based upon the performance of the Company and upon the achievement by Ms. Brink of reasonable management objectives. Ms. Brink will beeligible to participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to: (a) groupinsurance coverage for dental, health and life insurance; (b) the use of a smartphone for Business purposes; and (c) no less than five weeks paid vacation percalendar year (the “Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the properperformance of Ms. Brink’s duties.
The Company may grant Mr. Brink Options under its Stock Incentive Plan from time to time in its absolute discretion. Any Options will be in accordance withprovisions, and including, but not limited to, the following: (a) the exercise of Options shall be subject to, at all times, to such vesting and resale provisions as may thenbe contained in the Company’s Stock Incentive Plan as may be finally determined by the Board of Directors acting reasonably; (b) Ms. Brink in no event make anydisposition of all or any portion of Options
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unless the requirements as provided in the Brink Agreement have been satisfied; and (c) the Company shall have an independent committee of the Board of Directorsapprove each grant of Options and, if required, by the applicable regulatory authorities and the shareholders of the Company.
The Company has the right to and may terminate the Brink Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Ms. Brink an amount equal to the Monthly Salary and Vacation pay earned and payable to Ms. Brink up to the date of termination, and Ms. Brink shall haveno entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Brink Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMs. Brink specifying the effective date of termination. Ms. Brink may terminate the Brink Agreement at any time in connection with a Change of Control (as definedtherein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Control has beeneffected. In the event that the Brink Agreement is terminated by the Company without Just Cause, or by Ms. Brink as a result of a Change of Control, the Company willhave the obligation to: (a) pay Ms. Brink an amount equal to the Monthly Salary and Vacation payable to Ms. Brink up to the date of termination, together with anyVacation pay required to comply with applicable employment standards legislation; (b) pay Ms. Brink her annual performance Bonus entitlements (as defined therein)calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay Ms. Brink a termination fee equal to24 months’ Monthly Salary plus an additional one month’s Monthly Salary for each completed full year of employment with the Company from the Effective Date;(d) subject to provisions of any Company plans and arrangements under which Benefits (as defined therein) are being provided to Ms. Brink, continue each ofMs. Brink’s Benefits in full force and effect for a period of 12 months from the date of termination; (e) pay Ms. Brink an amount equal to the greater of (i) the averageSTIP (as defined therein) paid to Ms. Brink for the previous two years and (ii) 80% of Ms. Brink’s target annual STIP for the current fiscal year of the Company ifMs. Brink has been employed by the Company for less than two years at the date of termination; and (f) subject to the Company’s Stock Incentive Plan and policies ofany regulatory authority and stock exchange having jurisdiction over the Company, allow for Ms. Brink to exercise any unexercised and fully vested stock options at anytime during the Termination Option Exercise Period (12 months from the date of termination; as defined therein).
The Company may terminate the Brink Agreement by notifying Ms. Brink in writing at least 90 calendar days prior to the end of the term of its intent to not renew theBrink Agreement. In the event of such termination, the Company will be obligated to provide Ms. Brink with (a) through (f) noted immediately above, however, theCompany will only pay Ms. Brink a termination fee equal to four months of Monthly Salary for each completed full year of employment with the Company commencingfrom the Effective Date and up to a total of 24 months of Monthly Salary.
Ms. Brink may terminate the Brink Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination (suchdate being not less than three months after the date of notice). In the event the Brink Agreement is terminated by Ms. Brink’s resignation, the Company shall pay toMs. Brink an amount equal to the Monthly Salary and Vacation pay earned and payable to Ms. Brink up to the date of termination, and Ms. Brink shall have noentitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Brink Agreement will automatically terminate upon the death of Ms. Brink and, upon such termination, the Company’s obligations under the Brink Agreement willimmediately terminate other than the Company’s obligations to: (a) pay Ms. Brink’s estate an amount equal to the Monthly Salary and Vacation payable to Ms. Brink upto the date of termination; (b) pay Ms. Brink’s estate her annual performance Bonus entitlements calculated pro rata for the period up to the date of termination based onthe achievement of the objectives to such date; and (c) subject to the Company’s Stock Incentive Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Ms. Brink’s estate to exercise any unexercised and fully vested Options at any time during the Termination Option ExercisePeriod from the date of termination.
The Company may terminate the Brink Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In the eventof such termination, the Company’s obligations under the Brink Agreement will immediately terminate other than the Company’s obligations to (a) pay Ms. Brink anamount equal to the Monthly Salary and Vacation payable to Ms. Brink up to the date of termination; (b) pay Ms. Brink her annual performance Bonus entitlementscalculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) subject to provisions of any Company plansand arrangements under which Benefits are being provided to Ms. Brink, continue each of Ms. Brink’s Benefits in full force and effect for a period of 12 months from thedate of termination; and (d) subject to the Company’s Stock Incentive Plan and policies of any
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regulatory authority and stock exchange having jurisdiction over the Company, allow for Ms. Brink to exercise any unexercised and fully vested Options at any timeduring the Termination Option Exercise Period from the date of termination.
Michael Bridge
On February 9, 2023, our Board of Directors approved the entering into of an executive employment services agreement with each of the Company and Michael Bridge(the “Bridge Agreement”) with effect on March 20, 2023 (the “Effective Date”).
Beginning on the Effective Date, Mr. Bridge will serve as General Counsel and Corporate Secretary of the Company and ElectraMeccanica Automotive USA Inc. (the“Subsidiary”), reporting to the Company’s CEO. While serving as the General Counsel and Corporate Secretary, Mr. Bridge will have control over, and responsibility for,the day-to-day legal affairs of the Company and the Subsidiary and shall have such other duties, authorities and responsibilities commensurate for such or a similarposition at a similarly-situated company and such additional duties as may be assigned to Mr. Bridge by the CEO from time to time.
The initial term of the Bridge Agreement shall commence on the Effective Date and shall continue until the three year anniversary of the Effective Date (the “InitialTerm”). The Initial term will automatically extend on the same terms and conditions set forth below for additional one year periods (each, a “Renewal Term”), unlesseither party gives the other party written notice of non-renewal at least 30 calendar days prior to the end of the Initial Term or any Renewal Term.
Pursuant to the Bridge Agreement, Mr. Bridge will receive a base salary of $325,000 per year during the term of the Bridge Agreement to be paid according to theCompany’s normal payroll cycle. The base salary will be reviewed annually and may be adjusted by the Compensation Committee of the Board of Directors in its solediscretion.
According to the Bridge Agreement and subject to approval by the Compensation Committee and as soon as reasonably practicable upon execution of the BridgeAgreement and announcement by the Company of Mr. Bridge as its new General Counsel and Corporate Secretary, the Company will award a non-qualified stock optionunder the Stock Incentive Plan to purchase 500,000 common shares of the Company (the “Sign-On Option”), with the Sign-On Option having an exercise price equatingto the closing price for the Company’s stock as reported on Nasdaq on the day prior to the grant date (the “Exercise Price”), and with the Sign-On Option having amaximum exercise term of seven years from the grant date (the “Exercise Term”) and vesting in three equal annual installments from the grant date. The Sign-On Optionwill be subject to such other terms and conditions specified by the Compensation Committee, the Stock Incentive Plan, the award agreement and the Company’s insidertrading policy.
Beginning January 1, 2023, and for each full calendar year during the term thereafter, Mr. Bridge will be eligible to participate in an annual cash incentive programadopted in writing and approved by the Compensation Committee (the “STIP”). Mr. Bridge’s target incentive under the STIP will equal 50% of his base salary and in noevent will the STIP payment exceed 100% of his base salary. Any STIP payment and the amount of same will be based on the attainment of written quantitative andqualitative performance goals, including financial performance goals, established by the Compensation Committee in its sole discretion and in advance. In order to beeligible to receive the STIP, Mr. Bridge must be actively employed by the Company through the date the STIP is paid in order to earn and be eligible to receive the STIP.
Beginning January 1, 2024, and for each full calendar year during the term thereafter, Mr. Bridge will be eligible to receive grants of stock options, performance sharesand other awards under the Stock Incentive Plan (the “Annual Equity Awards”). The amount of Annual Equity Awards, the mix of Annual Equity Awards, the vestingschedule and the other terms and conditions of the Annual Equity Awards will be established by the Compensation Committee in its sole discretion. The Annual EquityAwards will be subject to such other terms and conditions specified by the Compensation Committee, the Stock Incentive Plan, the award agreement, and the Company’sinsider trading policy.
Pursuant to the Bridge Agreement, Mr. Bridge will be eligible to participate in the Company’s standard company benefit and vacation plans, as such plans may beamended, modified, or terminated by the Company from time to time, with or without notice, in accordance with the applicable benefit and vacation plan documents.
The Bridge Agreement may be terminated by the Board of Directors at any time during the term for any reason upon at least 30 calendar days’ prior written notice;provided that, the Board of Directors may terminate Mr. Bridge’s employment immediately for cause. Upon termination by the Company for any reason, the Companywill pay Mr. Bridge his accrued but unpaid base salary through his date of termination and any accrued but unpaid reasonable business expenses through his date oftermination (“Accured
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Obligations”). If Mr. Bridge resigns from his employment with the Company for any reason, he will be deemed to immediately resign from all officerships, directorships,managerships and other positions he holds with the Company, the Subsidiary and their affiliates, and will only be entitled to the Accured Obligations. The BridgeAgreement will terminate immediately upon Mr. Bridge’s death or disability.
In the event Mr. Bridge’s full-time employment is terminated by the Board of Directors without cause or by Mr. Bridge for Good Reason (as defined in Exhibit A to theBridge Agreement) prior to a Change of Control (as defined in Exhibit A to the Bridge Agreement) during the term, then, in addition to the Accrued Obligations, andsubject to Mr. Bridge’s timely execution (and non-revocation) of the release required by the Bridge Agreement, Mr. Bridge will be entitled to receive a cash severancepayment equal to the sum of: (i) 12 months of his then base salary plus one month of his then base salary for every completed year of service (to a maximum of16 months); (ii) six times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by him immediately priorto his last day of employment; and (iii) the greater of (a) his average STIP paid in the two prior years and (b) 80% of the target annual STIP for the current fiscal year(collectively, the “Base Severance Amount”). The Base Severance Amount will be paid to Mr. Bridge in installments over a 12-month period, in accordance with theCompany’s normal payroll cycle, with the first installment paid during the first payroll period following the expiration of the release revocation period described below.In addition to the Base Severance Amount, Mr. Bridge will be entitled to receive a pro-rata STIP for the year in which his termination occurred, with such pro-rata STIPpaid at the same time described above. In addition, Mr. Bridge will be eligible to exercise any vested portion of the Sign-On Option or other stock options granted to himby the Company which may have vested as at the date of termination by the Board of Directors without cause or by Mr. Bridge for Good Reason prior to a Change ofControl of for a period of one year from such termination date.
Upon the closing of a transaction during the term that results in a Change of Control, and notwithstanding anything in the Stock Incentive Plan to the contrary,Mr. Bridge’s Sign-On Option and any other stock options awarded to him shall fully vest and become exercisable for a period of one year from the date of histermination.
In the event Mr. Bridge’s full-time employment is terminated by the Board of Directors without cause or by Mr. Bridge with Good Reason during the 12 month periodfollowing a Change of Control during the term, then, in addition to the Accrued Obligations, and subject to Mr. Bridge’s timely execution (and non-revocation) of therelease required by the Bridge Agreement, Mr. Bridge will be entitled to receive a cash severance payment equal to the sum of: (i) 12 months of his then base salary; and(ii) six times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by Mr. Bridge immediately prior to hislast day of employment (collectively, the “Enhanced Severance Amount”). The Enhanced Severance Amount will be paid to Mr. Bridge in installments over a 12-monthperiod, in accordance with the Company’s normal payroll cycle, with the first installment paid following the expiration of the release revocation period described in theBridge Agreement.
The Bridge Agreement contains typical restrictive covenants with respect to non-disparagement, non-solicitation of customers and employees and non-competition for aperiod of 12 months after cessation of employment.
Former Executive Employment Agreements
Kevin Pavlov
On October 1, 2020, our Board of Directors approved the entering into of an independent contractor agreement with Kevin Pavlov and ElectraMeccanicaAutomotive USA Inc. (the “Prior Pavlov Agreement”). On April 5, 2021 (the “Effective Date” therein), the Company and ElectraMeccanica USA, LLC enteredinto a new executive employment services agreement with Mr. Pavlov (the “Pavlov Agreement”) which superseded the Prior Pavlov Agreement.
The Pavlov Agreement commenced as of its Effective Date and will continue for a period of two years unless terminated in accordance with its terms. The PavlovAgreement shall renew automatically if not specifically terminated by the Company notifying Mr. Pavlov in writing at least 90 calendar days prior to the end of the termof its intent to not renew the Pavlov Agreement.
Pursuant to the terms of the Pavlov Agreement, Mr. Pavlov will continue to be employed as our COO; and now also as our CEO and will: (a) devote reasonable effortsand attentions to the business and affairs of the Company; (b) perform the Services (as defined in the Pavlov Agreement) in a competent and efficient manner and inmanner consistent with his obligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company.Mr. Pavlov will not, directly or indirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association,syndicate,
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company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competition with that ofthe Company’s Business (as defined therein). However, Mr. Pavlov may hold or become beneficially interest in up to 1% of any class of securities in any companyprovided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Mr. Pavlov a monthly base salary from the Effective Date of $26,000.00 (the “Monthly Salary”). The Monthly Salary is subject to increase basedon periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standard bonus toMr. Pavlov based upon the performance of the Company and upon the achievement by Mr. Pavlov of reasonable management objectives. Mr. Pavlov will be eligible toparticipate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to: (a) group insurancecoverage for dental, health and life insurance; (b) the use of a smartphone for Business purposes; and (c) no less than five weeks paid vacation per calendar year (the“Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of Mr. Pavlov’sduties.
The Company may grant Mr. Pavlov Options under its Stock Incentive Plan from time to time in its absolute discretion. Any Options will be in accordance withprovisions, and including, but not limited to, the following: (a) the exercise of Options shall be subject to, at all times, to such vesting and resale provisions as may thenbe contained in the Company’s Stock Incentive Plan as may be finally determined by the Board of Directors acting reasonably; (b) Mr. Pavlov in no event make anydisposition of all or any portion of Options unless the requirements as provided in the Pavlov Agreement have been satisfied; and (c) the Company shall have anindependent committee of the Board of Directors approve each grant of Options and, if required, by the applicable regulatory authorities and the shareholders of theCompany.
The Company has the right to and may terminate the Pavlov Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Mr. Pavlov an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Pavlov up to the date of termination, and Mr. Pavlov shallhave no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Pavlov Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMr. Pavlov specifying the effective date of termination. Mr. Pavlov may terminate the Pavlov Agreement at any time in connection with a Change of Control (as definedtherein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Control has beeneffected. In the event that the Pavlov Agreement is terminated by the Company without Just Cause, or by Mr. Pavlov as a result of a Change of Control, the Companywill have the obligation to: (a) pay Mr. Pavlov an amount equal to the Monthly Salary and Vacation payable to Mr. Pavlov up to the date of termination, together with anyVacation pay required to comply with applicable employment standards legislation; (b) pay Mr. Pavlov his annual performance Bonus entitlements (as defined therein)calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay Mr. Pavlov a termination fee equal to24 months’ Monthly Salary plus an additional one month’s Monthly Salary for each completed full year of employment with the Company from the Effective Date;(d) subject to provisions of any Company plans and arrangements under which Benefits (as defined therein) are being provided to Mr. Pavlov, continue each ofMr. Pavlov’s Benefits in full force and effect for a period of 12 months from the date of termination; (e) pay Mr. Pavlov an amount equal to the greater of (i) the averageSTIP (as defined therein) paid to Mr. Pavlov for the previous two years and (ii) 80% of Mr. Pavlov’s target annual STIP for the current fiscal year of the Company ifMr. Pavlov has been employed by the Company for less than two years at the date of termination; and (f) subject to the Company’s Stock Incentive Plan and policies ofany regulatory authority and stock exchange having jurisdiction over the Company, allow for Mr. Pavlov to exercise any unexercised and fully vested stock options at anytime during the Termination Option Exercise Period (12 months from the date of termination; as defined therein).
The Company may terminate the Pavlov Agreement by notifying Mr. Pavlov in writing at least 90 calendar days prior to the end of the term of its intent to not renew thePavlov Agreement. In the event of such termination, the Company will be obligated to provide Mr. Pavlov with (a) through (f) noted immediately above, however, theCompany will only pay Mr. Pavlov a termination fee equal to four months of Monthly Salary for each completed full year of employment with the Companycommencing from the date of the Prior Pavlov Agreement and up to a total of 24 months of Monthly Salary.
Mr. Pavlov may terminate the Pavlov Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination (suchdate being not less than three months after the date of notice). In the event the Pavlov Agreement is terminated by Mr. Pavlov’s resignation, the Company shall pay toMr. Pavlov an amount equal to the Monthly Salary and Vacation
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pay earned and payable to Mr. Pavlov up to the date of termination, and Mr. Pavlov shall have no entitlement to any further notice of termination, payment in lieu ofnotice of termination, severance, continuation of benefits or any damages whatsoever.
The Pavlov Agreement will automatically terminate upon the death of Mr. Pavlov and, upon such termination, the Company’s obligations under the Pavlov Agreementwill immediately terminate other than the Company’s obligations to: (a) pay Mr. Pavlov’s estate an amount equal to the Monthly Salary and Vacation payable toMr. Pavlov up to the date of termination; (b) pay Mr. Pavlov’s estate his annual performance Bonus entitlements calculated pro rata for the period up to the date oftermination based on the achievement of the objectives to such date; and (c) subject to the Company’s Stock Incentive Plan and policies of any regulatory authority andstock exchange having jurisdiction over the Company, allow for Mr. Pavlov’s estate to exercise any unexercised and fully vested Options at any time during theTermination Option Exercise Period from the date of termination.
The Company may terminate the Pavlov Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In theevent of such termination, the Company’s obligations under the Pavlov Agreement will immediately terminate other than the Company’s obligations to (a) payMr. Pavlov an amount equal to the Monthly Salary and Vacation payable to Mr. Pavlov up to the date of termination; (b) pay Mr. Pavlov his annual performance Bonusentitlements calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) subject to provisions of anyCompany plans and arrangements under which Benefits are being provided to Mr. Pavlov, continue each of Mr. Pavlov’s Benefits in full force and effect for a period of12 months from the date of termination; and (d) subject to the Company’s Stock Incentive Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Mr. Pavlov to exercise any unexercised and fully vested Options at any time during the Termination Option Exercise Periodfrom the date of termination.
Based on the independent report produced by GGA, on September 22, 2021, the Pavlov Agreement annual salary was amended to $450,000.00, which is paid ona monthly basis of $37,500, and Mr. Pavlov was awarded 230,939 RSUs which vest, as to one-third, at the end of each year during the RSU vesting period. OnDecember 31, 2021, the Compensation Committee approved a cash bonus to Mr. Pavlov of $405,000.00 for fiscal 2021.
Based on the independent report produced by GGA, on April 1, 2022, the Pavlov Agreement annual salary was amended to $500,000.00, which is paid on a monthlybasis of $41,667.
Mr. Pavlov resigned from all positions with the Company and its subsidiaries effective on December 5, 2022 (the “Resignation”). In connection with such Resignation,each of the Company and Mr. Pavlov entered into a termination and mutual release agreement, dated for reference December 2, 2022 but effective on December 5, 2022(the “Effective Date”), pursuant to which, and in consideration of various mutually acceptable agreements and covenants, Mr. Pavlov received the following materialcompensation: (i) a one-time net (of employment taxes) cash payment of $438,939.51; (ii) the immediate vesting, where not otherwise vested, of his then existingOptions in and to Company, together with the right to exercise the same for a period of two years from the Effective Date; and (iii) the issuance of 168,470 commonshares of the Company, at a deemed market value issuance price of $1.11 per common share, representing the net (of employment taxes) issuance to Mr. Pavlov of histhen fully vested RSUs in the Company.
Joseph Mitchell
On March 12, 2022, our Board of Directors approved the entering into of an executive employment services agreement with Joseph Mitchell and ElectraMeccanicaAutomotive USA Inc (the “Mitchell Agreement”), dated for reference effective on April 1, 2022 (the “Effective Date”), which superseded the Company’s prioragreement with Mr. Mitchell.
The Mitchell Agreement commenced as of its Effective Date and will continue for a period of two years unless terminated in accordance with its terms. The MitchellAgreement shall renew automatically if not specifically terminated by the Company notifying Mr. Mitchell in writing at least 90 calendar days prior to the end of the termof its intent to not renew the Mitchell Agreement.
Pursuant to the terms of the Mitchell Agreement, Mr. Pavlov will be employed as our COO and will: (a) devote reasonable efforts and attentions to the business andaffairs of the Company; (b) perform the Services (as defined in the Mitchell Agreement) in a competent and efficient manner and in manner consistent with hisobligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company. Mr. Mitchell will not, directlyor indirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate, company, whetheras agent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competition with that of the Company’sBusiness (as defined therein). However, Mr. Mitchell may hold or become beneficially interest in up to 1% of
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any class of securities in any company provided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Mr. Mitchell a monthly base salary from the Effective Date of $31,250.00 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Mr. Mitchell based upon the performance of the Company and upon the achievement by Mr. Mitchell of reasonable management objectives. Mr. Mitchell willbe eligible to participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to:(a) group insurance coverage for dental, health and life insurance; (b) the use of a smartphone for Business purposes; and (c) no less than five weeks paid vacation percalendar year (the “Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the properperformance of Mr. Mitchell’s duties.
The Company may grant Mr. Mitchell Options under its Stock Incentive Plan from time to time in its absolute discretion, and shall, on or about Effective Date, grantMr. Mitchell an initial Option to purchase up to 500,000 Common Shares, and vesting as to an initial one-third of the Option on the grant date with the balance at the endof each month during the term of the Mitchell Agreement. Any Options will be in accordance with provisions, and including, but not limited to, the following: (a) theexercise of Options shall be subject to, at all times, to such vesting and resale provisions as may then be contained in the Company’s Stock Incentive Plan as may befinally determined by the Board of Directors acting reasonably; (b) Mr. Mitchell in no event make any disposition of all or any portion of Options unless the requirementsas provided in the Mitchell Agreement have been satisfied; and (c) the Company shall have an independent committee of the Board of Directors approve each grant ofOptions and, if required, by the applicable regulatory authorities and the shareholders of the Company.
The Company also has the right to terminate the Mitchell Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMr. Mitchell specifying the effective date of termination. Mr. Mitchell may terminate the Mitchell Agreement at any time in connection with a Change of Control (asdefined therein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Controlhas been effected. In the event that the Mitchell Agreement is terminated by the Company without Just Cause, or by Mr. Mitchell as a result of a Change of Control, theCompany will have the obligation to: (a) pay Mr. Mitchell an amount equal to the Monthly Salary and Vacation payable to Mr. Mitchell up to the date of termination,together with any Vacation pay required to comply with applicable employment standards legislation; (b) pay Mr. Mitchell his annual performance Bonus entitlements(as defined therein) calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay Mr. Mitchell atermination fee equal to 24 months’ Monthly Salary plus an additional one month’s Monthly Salary for each completed full year of employment with the Company fromthe Effective Date; (d) subject to provisions of any Company plans and arrangements under which Benefits (as defined therein) are being provided to Mr. Mitchell,continue each of Mr. Mitchell’s Benefits in full force and effect for a period of 12 months from the date of termination; (e) pay Mr. Mitchell an amount equal to thegreater of (i) the average STIP (as defined therein) paid to Mr. Mitchell for the previous two years and (ii) 80% of Mr. Mitchell’s target annual STIP for the currentfiscal year of the Company if Mr. Mitchell has been employed by the Company for less than two years at the date of termination; and (f) subject to the Company’s StockIncentive Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company, allow for Mr. Mitchell to exercise any unexercised andfully vested stock options at any time during the Termination Option Exercise Period (12 months from the date of termination; as defined therein).
The Company may terminate the Mitchell Agreement by notifying Mr. Mitchell in writing at least 30 calendar days prior to the end of the term of its intent to not renewthe Mitchell Agreement. In the event of such termination, the Company will be obligated to provide Mr. Mitchell with (a) through (f) noted immediately above, however,the Company will only pay Mr. Mitchell a termination fee equal to four months of Monthly Salary for each completed full year of employment with the Companycommencing from the Effective Date and up to a total of 24 months of Monthly Salary.
Mr. Mitchell may terminate the Mitchell Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination(such date being not less than three months after the date of notice). In the event the Mitchell Agreement is terminated by Mr. Mitchell’s resignation, the Company shallpay to Mr. Mitchell an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Mitchell up to the date of termination, and Mr. Mitchell shallhave no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Mitchell Agreement will automatically terminate upon the death of Mr. Mitchell and, upon such termination, the Company’s obligations under the MitchellAgreement will immediately terminate other than the Company’s obligations to: (a) pay Mr. Mitchell’s
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estate an amount equal to the Monthly Salary and Vacation payable to Mr. Mitchell up to the date of termination; (b) pay Mr. Mitchell’s estate his annual performanceBonus entitlements calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; and (c) subject to theCompany’s Stock Incentive Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company, allow for Mr. Mitchell’s estate toexercise any unexercised and fully vested Options at any time during the Termination Option Exercise Period from the date of termination.
The Company may terminate the Mitchell Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In theevent of such termination, the Company’s obligations under the Mitchell Agreement will immediately terminate other than the Company’s obligations to (a) payMr. Mitchell an amount equal to the Monthly Salary and Vacation payable to Mr. Mitchell up to the date of termination; (b) pay Mr. Mitchell his annual performanceBonus entitlements calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) subject to provisions of anyCompany plans and arrangements under which Benefits are being provided to Mr. Mitchell, continue each of Mr. Mitchell’s Benefits in full force and effect for a periodof 12 months from the date of termination; and (d) subject to the Company’s Stock Incentive Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Mr. Mitchell to exercise any unexercised and fully vested Options at any time during the Termination Option Exercise Periodfrom the date of termination.
Mr. Mitchell resigned from his position with the Company effective on November 22, 2022 (the “Resignation”). In connection with such Resignation, each of theCompany and Mr. Mitchell entered into a termination and mutual release agreement, dated for reference November 22, 2022 (the “Effective Date”), pursuant to which,and in consideration of various mutually acceptable agreements and covenants, Mr. Mitchell received net (of employment taxes) cash payments totaling $316,560.88.
Bal Bhullar
On January 15, 2019, our Board of Directors approved the entering into of a consulting agreement with BKB Management Ltd., a company under the control anddirection of Bal Bhullar, our Chief Financial Officer (the “Consulting Agreement”), which is dated for reference effective on January 1, 2019, and which superseded ourCompany’s prior offer letter with Ms. Bhullar, dated October 19, 2018. On December 19, 2019, the Company entered into a new executive employment agreement withMs. Bhullar (the “Bhullar Agreement”) which is effective January 1, 2020 (the “Effective Date” therein), and which superseded the Consulting Agreement.
The Bhullar Agreement commenced as of its Effective Date and will continue for a period of three years unless terminated in accordance with its terms. The BhullarAgreement shall renew automatically if not specifically terminated by the Company notifying Ms. Bhullar in writing at least 90 calendar days prior to the end of the termof its intent to not renew the Bhullar Agreement.
Pursuant to the terms of the Bhullar Agreement, Ms. Bhullar will continue to be employed as our Chief Financial Officer and will: (a) devote reasonable efforts andattentions to the business and affairs of the Company; (b) perform the Services (as defined in the Bhullar Agreement) in a competent and efficient manner and in mannerconsistent with her obligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company.Ms. Bhullar will not, directly or indirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association,syndicate, company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competitionwith that of the Company’s Business (as defined therein). However, Ms. Bhullar may hold or become beneficially interest in up to 1% of any class of securities in anycompany provided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Ms. Bhullar a monthly base salary from the Effective Date of CAD$23,333.33 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Ms. Bhullar based upon the performance of the Company and upon the achievement by Ms. Bhullar of reasonable management objectives. Ms. Bhullar will beeligible to participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to: (a) groupinsurance coverage for dental, health and life insurance; (b) an automobile expense allowance of CAD$300.00 per month; (c) professional dues necessary to maintainMs. Bhullar’s professional designation; and (d) no less than five weeks paid vacation per calendar year (the “Vacation”), such Vacation to extend for such periods and tobe taken at such intervals as shall be appropriate and consistent with the proper performance of Ms. Bhullar’s duties.
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The Company may grant Ms. Bhullar stock options under its Stock Option Plan (as defined therein) from time to time in its absolute discretion. Any stock optionsgranted will be in accordance with provisions, and including, but not limited to, the following: (a) the exercise of stock options shall be subject to, at all times, to suchvesting and resale provisions as may then be contained in the Company’s Stock Option Plan as may be finally determined by the Board of Directors acting reasonably;(b) Ms. Bhullar in no event make any disposition of all or any portion of stock options unless the requirements as provided in the Bhullar Agreement have been satisfied;and (c) the Company shall have an independent committee of the Board of Directors approve each grant of stock options and, if required, by the applicable regulatoryauthorities and the shareholders of the Company.
The Company has the right to and may terminate the Bhullar Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Ms. Bhullar an amount equal to the Monthly Salary and Vacation pay earned and payable to Ms. Bhullar up to the date of termination, and Ms. Bhullar shallhave no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Bhullar Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMs. Bhullar specifying the effective date of termination. Ms. Bhullar may terminate the Bhullar Agreement at any time in connection with a Change of Control (asdefined therein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Controlhas been effected. In the event that the Bhullar Agreement is terminated by the Company without Just Cause, or by Ms. Bhullar as a result of a Change of Control, theCompany will have the obligation to: (a) pay Ms. Bhullar an amount equal to the Monthly Salary and Vacation payable to Ms. Bhullar up to the date of termination,together with any Vacation pay required to comply with applicable employment standards legislation; (b) pay Ms. Bhullar her annual performance Bonus entitlements (asdefined therein) calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay to Ms. Bhullar atermination fee equal to 24 months’ Monthly Salary for each completed year of employment with the Company; (d) subject to provisions of any Company plans andarrangements under which Benefits (as defined therein) are being provided to Ms. Bhullar, continue each of Ms. Bhullar’s Benefits in full force and effect for a period of12 months from the date of termination; (e) pay Ms. Bhullar an amount equal to the greater of (i) the average STIP (as defined therein) paid to Ms. Bhullar for theprevious two years and (ii) 80% of Ms. Bhullar’s target annual STIP for the current fiscal year of the Company if Ms. Bhullar has been employed by the Company forless than two years at the date of termination; and (f) subject to the Company’s Stock Option Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Ms. Bhullar to exercise any unexercised and fully vested stock options at any time during the Termination Option ExercisePeriod (as defined therein).
The Company may terminate the Bhullar Agreement by notifying Ms. Bhullar in writing at least 90 calendar days prior to the end of the term of its intent to not renew theBhullar Agreement. In the event of such termination, the Company will be obligated to provide Ms. Bhullar with (a) through (f) noted immediately above, however, theCompany will only pay Ms. Bhullar severance equal to four months of Monthly Salary for each completed full year of employment with the Company.
Ms. Bhullar may terminate the Bhullar Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination(such date being not less than three months after the date of notice). In the event the Bhullar Agreement is terminated by Ms. Bhullar’s resignation, the Company shallpay to Ms. Bhullar an amount equal to the Monthly Salary and Vacation pay earned and payable to Ms. Bhullar up to the date of termination, and Ms. Bhullar shall haveno entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Bhullar Agreement will automatically terminate upon the death of Ms. Bhullar and, upon such termination, the Company’s obligations under the Bhullar Agreementwill immediately terminate other than the Company’s obligations to: (a) pay Ms. Bhullar’s estate an amount equal to the Monthly Salary and Vacation payable toMs. Bhullar up to the date of termination; (b) pay Ms. Bhullar’s estate her annual performance Bonus entitlements calculated pro rata for the period up to the date oftermination based on the achievement of the objectives to such date; and (c) subject to the Company’s Stock Option Plan and policies of any regulatory authority andstock exchange having jurisdiction over the Company, allow for Ms. Bhullar’s estate to exercise any unexercised and fully vested stock options at any time during theTermination Option Exercise Period from the date of termination.
The Company may terminate the Bhullar Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In theevent of such termination, the Company’s obligations under the Bhullar Agreement will immediately terminate other than the Company’s obligations to (a) payMs. Bhullar an amount equal to the Monthly Salary and Vacation payable to Ms. Bhullar up to the date of termination; (b) pay Ms. Bhullar her annual performanceBonus entitlements calculated pro rata for the period up to the Date of Termination based on the achievement of the objectives to such date; (c) subject to provisions ofany
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Company plans and arrangements under which Benefits are being provided to Ms. Bhullar, continue each of Ms. Bhullar’s Benefits in full force and effect for a period of12 months from the date of termination; and (d) subject to the Company’s Stock Option Plan and policies of any regulatory authority and stock exchange havingjurisdiction over the Company, allow for Ms. Bhullar to exercise any unexercised and fully vested stock options at any time during the Termination Option ExercisePeriod from the date of termination.
Based on recommendations provided to the Compensation Committee from GGA, on September 22, 2021 the Bhullar Agreement annual salary was amended toUS$365,000, which is paid on a monthly basis of CAD$39,845.83, and Ms. Bhullar was awarded 96,335 RSUs which vest as to on-third at the end of each year duringthe RSU vesting period. On December 31, 2021, the Compensation Committee approved a cash bonus to Ms. Bhullar of CAD$182,792.00 for fiscal 2021.
Ms. Bhullar formally resigned from all positions with the Company and its subsidiaries effective on December 31, 2022 (the “Resignation”). In connection with suchResignation, each of the Company and Ms. Bhullar had entered into a termination and mutual release agreement, dated for reference July 27, 2022 but effective onDecember 31, 2022 (the “Effective Date”), pursuant to which, and in consideration of various mutually acceptable agreements and covenants, Ms. Bhullar received thefollowing material compensation: (i) a one-time net (of employment taxes) cash payment of CAD$437,358.41; (ii) the immediate vesting, where not otherwise vested, ofher then existing Options in and to Company, together with the right to exercise the same for a period of two years from the Effective Date; (iii) the issuance of 91,242common shares of the Company, at a deemed market value issuance price of $1.37 per common share, representing the net (of employment taxes) issuance toMs. Bhullar of her then fully vested RSUs in the Company; and (iv) confirmation that all of her then group benefits in the Company would continue for a period of12 months from the Effective Date.
Dean Anthony (Tony) Dent
On May 22, 2022, ElectraMeccanica Automotive USA Inc. (the “Subsidiary”) entered into an employment agreement with Dean Anthony (Tony) Dent (the “DentAgreement”) with effect on August 15, 2022 (the “Effective Date”).
The Dent Agreement does not contain a set period of employment and is at will and may be terminated by ether party at any time, with or without advance notice, for anylawful reason or for no reason, with or without cause.
Pursuant to the Dent Agreement, Mr. Dent will be employed in the position of General Counsel and shall work on a full-time basis starting on the Effective Date.Mr. Dent shall perform such duties as are usually associated with the position of General Counsel, as clarified in Exhibit B to the Dent Agreement, which shall not be anall-inclusive list of Mr. Dent’s responsibilities, and other duties as may be assigned to Mr. Dent from time to time by the CEO and the Subsidiary.
The Subsidiary shall pay Mr. Dent a salary of $295,000 per year, which is payable to Mr. Dent on the Subsidiary’s regular paydays, in equal installments, less the usual,customary, and lawful deductions. The Subsidiary agreed to pay Mr. Dent a signing bonus of $40,000 less required deductions and Mr. Dent agreed that if he voluntarilyresigns or is terminated for cause before August 15, 2024, he will be required to repay the full amount of the signing bonus to the Subsidiary. After completingthree months of employment, Mr. Dent is eligible to participate in the Company’s Stock Incentive Plan and, if approved by the Board of Directors, Mr. Dent will beeligible to receive a grant of up to 100,000 Options. Mr. Dent will be eligible to participate in the Subsidiary’s extended health and benefits program beginning on thefirst day of the month following the Effective Date. Mr. Dent will be eligible to earn paid vacation in the amount of four weeks per year, which shall accrue in accordancewith the Subsidiary’s paid vacation policy.
The Subsidiary agrees to reimburse Mr. Dent for up to $30,000 in costs associated with relocating to Arizona upon submission of documentation within 30 days of thedate that the relocation expense was incurred. In addition, the Subsidiary will reimburse Mr. Dent for a portion of his cellular phone statement in the amount of $50per month and upon receipt of prior written approval from the Subsidiary. Mr. Dent may be reimbursed for reasonable, business-related expenses.
In the event Mr. Dent’s employment is terminated without cause or as a result of a Change of Control (as defined in the Dent Agreement), Mr. Dent will be entitled to apayment equal to three months’ salary for every completed year of employment up to a maximum total payment of six months’ salary in return for a signed release as setforth in the Dent Agreement. In the event of Mr. Dent’s death during the term of the Dent Agreement, the Dent Agreement shall immediately terminate, and theSubsidiary shall be obligations to pay any compensation earned but not paid to Mr. Dent’s legal representatives.
The Dent Agreement contains typical restrictive covenants with respect to non-disparagement, non-solicitation of customers and employees and non-competition for aperiod of 12 months after cessation of employment.
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Mr. Dent resigned from all positions with the Company effective on February 3, 2023.
Isaac Moss
On January 15, 2019, our Board of Directors approved the entering into of an independent contractor agreement with Isaac (the “Prior Moss Agreement”), which is datedfor reference effective on January 1, 2019, and which superseded our Company’s prior agreement with Mr. Moss, dated December 1, 2017 (the “Commencement Date”),which had been amended in August of 2018. On July 1, 2020, our Board of Directors approved the entering into of a new executive employment agreement withMr. Moss (the “Moss Agreement”) which is effective July 1, 2020 (the “Effective Date” therein), and which superseded the Prior Moss Agreement.
The Moss Agreement commenced as of its Effective Date and will continue for a period of two years unless terminated in accordance with its terms. The MossAgreement shall renew automatically if not specifically terminated by the Company notifying Mr. Moss in writing at least 90 calendar days prior to the end of the term ofits intent to not renew the Moss Agreement.
Pursuant to the terms of the Moss Agreement, Mr. Moss will continue to be employed as our Chief Administrative Officer and will: (a) devote reasonable efforts andattentions to the business and affairs of the Company; (b) perform the Services (as defined in the Moss Agreement) in a competent and efficient manner and in mannerconsistent with his obligations to the Company and in compliance with all the Company policies; and (c) promote the interests and goodwill of the Company. Mr. Mosswill not, directly or indirectly, anywhere in North America, either individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate,company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in any business the same or similar to or in competition with that ofthe Company’s Business (as defined therein). However, Mr. Moss may hold or become beneficially interest in up to 1% of any class of securities in any companyprovided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
The Company will pay Mr. Moss a monthly base salary from the Effective Date of CAD$23,333.33 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Mr. Moss based upon the performance of the Company and upon the achievement by Mr. Moss of reasonable management objectives. Mr. Moss will be eligibleto participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, and including, but not limited to: (a) group insurancecoverage for dental, health and life insurance; (b) the use of a smartphone for Business purposes; and (c) no less than five weeks paid vacation per calendar year (the“Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of Mr. Moss’sduties.
The Company may grant Mr. Moss stock options under its Option Plan (as defined therein) from time to time in its absolute discretion. Any stock options granted will bein accordance with provisions, and including, but not limited to, the following: (a) the exercise of stock options shall be subject to, at all times, to such vesting and resaleprovisions as may then be contained in the Company’s Option Plan as may be finally determined by the Board of Directors acting reasonably; (b) Mr. Moss in no eventmake any disposition of all or any portion of stock options unless the requirements as provided in the Moss Agreement have been satisfied; and (c) the Company shallhave an independent committee of the Board of Directors approve each grant of stock options and, if required, by the applicable regulatory authorities and theshareholders of the Company.
The Company has the right to and may terminate the Moss Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Mr. Moss an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Moss up to the date of termination, and Mr. Moss shall have noentitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Moss Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMr. Moss specifying the effective date of termination. Mr. Moss may terminate the Moss Agreement at any time in connection with a Change of Control (as definedtherein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Control has beeneffected. In the event that the Moss Agreement is terminated by the Company without Just Cause, or by Mr. Moss as a result of a Change of Control, the Company willhave the obligation to: (a) pay Mr. Moss an amount equal to the Monthly Salary and Vacation payable to Mr. Moss up to the date of termination, together with anyVacation pay required to comply with applicable employment standards legislation; (b) pay Mr. Moss his annual performance Bonus entitlements (as defined therein)calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) to pay Mr. Moss a termination fee equal to24 months’ Monthly Salary for each
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completed year of employment with the Company from the Commencement Date; (d) subject to provisions of any Company plans and arrangements under whichBenefits (as defined therein) are being provided to Mr. Moss, continue each of Mr. Moss’s Benefits in full force and effect for a period of 12 months from the date oftermination; (e) the Company shall pay Mr. Moss an amount equal to the greater of (i) the average STIP (as defined therein) paid to Mr. Moss for the previous two yearsand (ii) 80% of Mr. Moss’s target annual STIP for the current fiscal year of the Company if Mr. Moss has been employed by the Company for less than two years at thedate of termination; and (f) subject to the Company’s Option Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company,allow for Mr. Moss to exercise any unexercised and fully vested stock options at any time during the Termination Option Exercise Period (as defined therein).
The Company may terminate the Moss Agreement by notifying Mr. Moss in writing at least 90 calendar days prior to the end of the term of its intent to not renew theMoss Agreement. In the event of such termination, the Company will be obligated to provide Mr. Moss with (a) through (f) noted immediately above, however, theCompany will only pay Mr. Moss severance equal to four months of Monthly Salary for each completed full year of employment with the Company commencing fromthe date of the Prior Moss Agreement and up to a total of 24 months of Monthly Salary.
Mr. Moss may terminate the Moss Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination (suchdate being not less than three months after the date of notice). In the event the Moss Agreement is terminated by Mr. Moss’s resignation, the Company shall pay toMr. Moss an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Moss up to the date of termination, and Mr. Moss shall have no entitlementto any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Moss Agreement will automatically terminate upon the death of Mr. Moss and, upon such termination, the Company’s obligations under the Moss Agreement willimmediately terminate other than the Company’s obligations to: (a) pay Mr. Moss’s estate an amount equal to the Monthly Salary and Vacation payable to Mr. Moss up tothe date of termination; (b) pay Mr. Moss’s estate his annual performance Bonus entitlements calculated pro rata for the period up to the date of termination based on theachievement of the objectives to such date; and (c) subject to the Company’s Option Plan and policies of any regulatory authority and stock exchange having jurisdictionover the Company, allow for Mr. Moss’s estate to exercise any unexercised and fully vested stock options at any time during the Termination Option Exercise Periodfrom the date of termination.
The Company may terminate the Moss Agreement at any time because of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In the eventof such termination, the Company’s obligations under the Moss Agreement will immediately terminate other than the Company’s obligations to (a) pay Mr. Moss anamount equal to the Monthly Salary and Vacation payable to Mr. Moss up to the date of termination; (b) pay Mr. Moss his annual performance Bonus entitlementscalculated pro rata for the period up to the Date of Termination based on the achievement of the objectives to such date; (c) subject to provisions of any Company plansand arrangements under which Benefits are being provided to Mr. Moss, continue each of Mr. Moss’s Benefits in full force and effect for a period of 12 months from thedate of termination; and (d) subject to the Company’s Option Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company,allow for Mr. Moss to exercise any unexercised and fully vested stock options at any time during the Termination Option Exercise Period from the date of termination.
Based on recommendations provided to the Compensation Committee from GGA, on September 22, 2021 the Moss Agreement annual salary was amended toUS$300,000, which is paid on a monthly basis of CAD$32,750 and Mr. Moss was awarded 61,584 RSUs which vest as to on-third at the end of each year during theRSU vesting period. On December 31, 2021, the Compensation Committee approved a cash bonus to Mr. Moss of CAD$244,140.00 for fiscal 2021.
Mr. Moss formally resigned from all positions with the Company effective on September 22, 2022 (the “Resignation”). In connection with such Resignation, each of theCompany and Mr. Moss had entered into a termination and mutual release agreement, dated for reference September 22, 2022 but effective on October 31, 2022 (the“Effective Date”), pursuant to which, and in consideration of various mutually acceptable agreements and covenants, Mr. Moss received the following materialcompensation: (i) a one-time net (of employment taxes) cash payment of CAD$423,007.27; and (ii) the immediate vesting, where not otherwise vested, of his thenexisting Options in and to Company, together with the right to exercise the same for a period of two and one-half years from the Effective Date.
Henry Reisner
On January 15, 2019, our Board of Directors approved the entering into of an executive employment agreement with Henry Reisner, which is dated for referenceeffective on January 1, 2019, and which then superseded our Company’s prior agreement with Mr. Reisner,
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dated July 1, 2016, which had been amended in August of 2018. On January 1, 2020 (the “Effective Date” therein), the Company entered into a new executiveemployment services agreement with Henry Reisner (the “Reisner Agreement”) which superseded the January 15, 2019 executive employment agreement withMr. Reisner.
The Reisner Agreement commenced as of its Effective Date and will continue for a period of three years unless terminated in accordance with its terms. The Companymay notify Mr. Reisner in writing at least 30 calendar days prior to the end of the term of its intent to renew the Reisner Agreement, any such renewal being on the sameterms and conditions as provided in the Reisner Agreement. Pursuant to the terms of the Reisner Agreement, Mr. Reisner will continue to be employed as our ChiefOperating Officer and President and will: (a) devote reasonable efforts and attentions to the business and affairs of the Company; (b) perform the Services (as defined inthe Reisner Agreement) in a competent and efficient manner and in manner consistent with his obligations to the Company and in compliance with all the Companypolicies; and (c) promote the interests and goodwill of the Company. Mr. Reisner will not, directly or indirectly, anywhere in Canada or the United States, eitherindividually or in partnership, jointly or in conjunction with any person, firm, association, syndicate, company, whether as agent, shareholder, employee, consultant, or inany manner whatsoever, engage in any business the same or similar to or in competition with that of the Company’s Business (as defined therein). However, Mr. Reisnermay hold or become beneficially interest in up to 1% of any class of securities in any company provided that such class of securities are listed on a recognized stockexchange in Canada or the United States.
The Company will pay Mr. Reisner a monthly base salary from the Effective Date of CAD$18,333.34 (the “Monthly Salary”). The Monthly Salary is subject to increasebased on periodic reviews at the discretion of the Company. The Board of Directors, in its sole discretion, may consider the payment of a reasonable industry standardbonus to Mr. Reisner based upon the performance of the Company and upon the achievement by Mr. Reisner of reasonable management objectives. Mr. Reisner will beeligible to receive a one-time lump sum payment of CAD$25,000.00 by delivering on the Company’s objective of having the Generation 3 SOLO begin production byMay 15, 2020. Mr. Reisner will be eligible to participate in benefits, perquisites and allowances, as such plans and policies may be amended from time to time, andincluding, but not limited to: (a) group insurance coverage for dental, health, and life insurance; and (b) no less than five weeks paid vacation per calendar year (the“Vacation”), such Vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance ofMr. Reisner’s duties.
The Company may grant Mr. Reisner stock options under its Stock Option Plan (as defined therein) from time to time in its absolute discretion. Any stock optionsgranted will be in accordance with provisions, and including, but not limited to, the following: (a) the exercise of stock options shall be subject to, at all times, to suchvesting and resale provisions as may then be contained in the Company’s Stock Option Plan as may be finally determined by the Board of Directors acting reasonably;(b) Mr. Reisner in no event make any disposition of all or any portion of stock options unless the requirements as provided in the Reisner Agreement have been satisfied;and (c) the Company shall have an independent committee of the Board approve each grant of stock options and, if required, by the applicable regulatory authorities andthe shareholders of the Company.
The Company has the right to and may terminate the Reisner Agreement at any time for Just Cause (as defined therein). Following any such termination, the Companyshall pay to Mr. Reisner an amount equal to the Monthly Salary and Vacation pay earned and payable to Mr. Reisner up to the date of termination, and Mr. Reisner shallhave no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever.
The Company also has the right to terminate the Reisner Agreement without Just Cause and for any reason or no reason whatsoever by providing written notice toMr. Reisner specifying the effective date of termination. Mr. Reisner may terminate the Reisner Agreement at any time in connection with a Change of Control (asdefined therein) of the Company by providing not less than 90 calendar days’ notice in writing of said date of termination to the Company after the Change of Controlhas been effected. In the event that the Reisner Agreement is terminated by the Company without Just Cause, or by Mr. Reisner as a result of a Change of Control, theCompany will have the obligation to: (a) pay Mr. Reisner an amount equal to the Monthly Salary and Vacation payable to Mr. Reisner up to the date of termination,together with any Vacation pay required to comply with applicable employment standards legislation; (b) pay Mr. Reisner his annual performance Bonus entitlements (asdefined therein) calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) pay a termination fee equal to12 months’ Monthly Salary plus an additional one month’s Monthly Salary for each completed full year of employment with the Company; and (d) subject to theCompany’s Stock Option Plan and policies of any regulatory authority and stock exchange having jurisdiction over the Company, allow for Mr. Reisner to exercise anyunexercised and fully vested stock options at any time during three months from the date of termination.
Mr. Reisner may terminate the Reisner Agreement at any time by providing written notice of resignation to the Board of Directors specifying the date of termination(such date being not less than three months after the date of notice). In the event the Reisner Agreement
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is terminated by Mr. Reisner’s resignation, the Company shall pay to Mr. Reisner an amount equal to the Monthly Salary and Vacation pay earned and payable toMr. Reisner up to the date of termination, and Mr. Reisner shall have no entitlement to any further notice of termination, payment in lieu of notice of termination,severance, continuation of benefits or any damages whatsoever.
The Reisner Agreement will automatically terminate upon the death of Mr. Reisner and, upon such termination, the Company’s obligations under the Reisner Agreementwill immediately terminate other than the Company’s obligations to: (a) pay Mr. Reisner’s estate an amount equal to the Monthly Salary and Vacation payable toMr. Reisner up to the date of termination; (b) pay Mr. Reisner’s estate his annual performance Bonus (entitlements) calculated pro rata for the period up to the date oftermination based on the achievement of the objectives to such date; and (c) subject to the Company’s Stock Option Plan and policies of any regulatory authority andstock exchange having jurisdiction over the Company, allow for Mr. Reisner’s estate to exercise any unexercised and fully vested stock options at any time duringthree months from the date of termination.
The Company may terminate the Reisner Agreement at any time as a result of Total Disability (as defined therein) by providing 30 calendar days’ written notice. In theevent of such termination, the Company’s obligations under the Reisner Agreement will immediately terminate other than the Company’s obligations to (a) payMr. Reisner’s an amount equal to the Monthly Salary and Vacation payable to Mr. Reisner up to the date of termination; (b) pay Mr. Reisner his annual performanceBonus entitlements calculated pro rata for the period up to the date of termination based on the achievement of the objectives to such date; (c) subject to provisions of anyCompany plans and arrangements under which Benefits (as defined therein) are being provided to Mr. Reisner, continue each of Mr. Reisner’s Benefits in full force andeffect for a period of six months from the date of termination; and (d) subject to the Company’s Stock Option Plan and policies of any regulatory authority and stockexchange having jurisdiction over the Company, allow for Mr. Reisner to exercise any unexercised and fully vested stock options at any time during three months fromthe date of termination.
Based on recommendations provided to the Compensation Committee from GGA, on September 22, 2021 the Reisner Agreement annual salary was amended toUS$300,000, which is paid on a monthly basis of CAD$32,750, and Mr. Reisner was awarded 61,584 RSUs which vest as to on-third at the end of each year during theRSU vesting period. On January 26, 2022, Mr. Reisner retired from the Company and the Reisner Agreement was terminated by mutual agreement.
Mr. Reisner retired and formally resigned from all positions with the Company effective on January 26, 2022 (the “Resignation”). In connection with such Resignation,each of the Company and Mr. Reisner had entered into a termination and mutual release agreement, dated for reference January 26, 2022 (the “Effective Date”), pursuantto which, and in consideration of various mutually acceptable agreements and covenants, Mr. Reisner received the following material compensation: (i) a one-time net (ofemployment taxes) cash payment of CAD$333,552.36; (ii) the immediate vesting, where not otherwise vested, of his then existing Options in and to Company, togetherwith the right to exercise the same for a period of 12 months from the Effective Date; (iii) the issuance of 38,682 common shares of the Company, representing the net (ofemployment taxes) issuance to Mr. Reisner of his then fully vested RSUs in the Company; and (iv) confirmation that all of his then group benefits in the Company wouldcontinue for a period of 12 months from the Effective Date.
Michael Paul Rivera
On May 17, 2019, the Company entered into an employment agreement with Michael Paul Rivera (the “Rivera Agreement”), which is dated for reference effectiveAugust 12, 2019. Effective on January 1, 2020 (the “Effective Date” therein), with an execution date of February 26, 2020, Mr. Rivera and the Company entered into anamending agreement to the Rivera Agreement (the “Amended Rivera Agreement”).
In accordance with the Amended Rivera Agreement, the Rivera Agreement commenced on the Effective Date and continues until the third anniversary of the EffectiveDate, unless terminated earlier, provided that upon the third anniversary date the Rivera Agreement shall be deemed to be automatically extended upon the same termsand conditions. Either party may provide 60 days prior written notice of its intention not to extend the term. Pursuant to the terms of the Rivera Agreement, Mr. Riverawill be employed as the Chief Executive Officer and report to the Board of Directors of the Company (the “Board of Directors”), and shall have the duties, authority andresponsibilities as shall be determined by the Board of Directors from time to time. Mr. Rivera will devote substantially all of his business time and attention to theperformance of his duties under the Rivera Agreement and will not engage in any business, profession or occupation for compensation or otherwise which would conflictor interfere with the performance of such services either directly or indirectly without consent of the majority of the Board of Directors. During the term of hisemployment Mr. Rivera will not engage in any Prohibited Activity (as defined in the Rivera Agreement), provided, however, that Mr. Rivera shall be permitted topurchase and
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own less than 5% of the publicly traded securities of any corporation if such ownership represents a passive investment and Mr. Rivera is not a controlling person of, or amember of a group that controls, such corporation.
Under the Rivera Agreement the Company will pay Mr. Rivera an annual base salary of $300,000.00 (the “Base Salary”) in periodic installments in accordance with theCompany’s customary payroll practices. Mr. Rivera’s Base Salary is subject to increase based on periodic reviews at the discretion of the Board of Directors. Mr. Riverashall be eligible to receive an annual bonus of not less than $150,000 for fiscal 2020, which will paid by at the sole and absolute discretion of the CompensationCommittee. Mr. Rivera will be entitled to participate in all benefit plans, practices and programs maintained by the Company, as in effect from time to time, andincluding, but not limited to, the following: (a) reimbursements for payments to participate in one U.S. health insurance plan and one U.S. dental plan; and (b) no lessthan 25 paid vacation during each full fiscal year of Mr. Rivera’s employment (pro-rated for any partial year of employment).
The Rivera Agreement may be terminated upon either party’s failure to renew the Rivera Agreement, by the Company for Cause (as defined therein) or by the Employeewithout Good Reason (as defined therein). Following any such termination, the Company will have no further obligations under the Rivera Agreement other than theCompany’s obligations to, within two weeks following a termination date, provide Mr. Rivera with: (a) any accrued but unpaid Base Salary and accrued but unusedvacation; (b) reimbursements for unreimbursed business expenses that are reimbursable in accordance with the Company’s expense reimbursement policy; and(c) employee benefits, if any, to which Mr. Rivera may be entitled to under the Company’s employee benefit plans as of the date of termination.
The Company also has the right to terminate the Rivera Agreement without Cause and Mr. Rivera has the right to terminate the Rivera Agreement for Good Reason. Inthe event of such termination, Mr. Rivera shall be entitled to receive: (a) all Accrued Amounts (as defined therein); (b) severance pay in equal installments, which are inthe aggregate equal to the sum of Mr. Rivera’s Base Salary and Target Bonus (as defined therein) for two years from the date of termination of the Rivera Agreement;(c) the Company shall reimburse Mr. Rivera for up to $1,800.00 of the monthly U.S. health insurance premium paid by Mr. Rivera; and (d) the Company shall payMr. Rivera an amount equal to the greater of (i) the average STIP (as defined therein) paid to Mr. Rivera for the previous two years and (ii) 80% of Mr. Rivera’s targetannual STIP for the current fiscal year of the Company if Mr. Rivera has been employed by the Company for less than two years at the date of termination.
The Rivera Agreement will automatically terminate upon the death of Mr. Rivera and the Company may terminate the Rivera Agreement on account of Mr. Rivera’sDisability (as therein defined). In the event of such termination, Mr. Rivera (or his estate or beneficiaries, as the case may be) shall be entitled to receive the AccruedAmounts. Notwithstanding any provision of the Rivera Agreement, all payments made in connection with Mr. Rivera’s Disability will be provided in a manner consistentwith state and federal law.
Effective on January 1, 2020, Mr. Rivera and the Company agreed to amend the Rivera Agreement and entered into the Amended Rivera Agreement. Pursuant to theAmended Rivera Agreement, Mr. Rivera will be eligible to participate in any STIP or LTIP (each as defined therein) introduced by the Company from time to time andthe terms of such participation shall be determined by the Board of Directors. Mr. Rivera will also be entitled to five weeks’ paid vacation per calendar year (pro-rated forpartial years) in accordance with the Company’s vacation policies as in effect from time to time.
The Amended Rivera Agreement also provides that Mr. Rivera may provide notice to the Company of any Change In Control of the Company (as defined therein) byproviding not less than 45 calendar days’ notice in writing to the Company after the Change In Control has been effected; provided, however, that the Company will beentitled to carefully review and object to any said Change In Control designation by the Executive within 15 calendar days of said notice; the final determination ofwhich, upon dispute, if any, to be determined by arbitration under California law in Los Angeles, California. Unless otherwise determined by mutual agreement of theparties or by arbitration as provided for therein, within 60 days of the completion of the Change In Control the Company shall be obligated to pay Mr. Rivera a one-timefee in cash in the amount of $3,000,000 whether the Rivera Agreement is otherwise terminated or otherwise at the time of the completion of the Change In Control.
In January 2020, Mr. Rivera received a $38,904 bonus payment for fiscal 2019. Based on certain recommendations provided to the Compensation Committee by GGA,on July 20, 2020, the Rivera Agreement annual Base Salary was amended to $370,000 and Mr. Rivera was awarded 209,302 RSUs which vest as to on- third at the end ofeach year during the RSU vesting period. On November 26, 2020, the Compensation Committee approved a cash bonus to Mr. Rivera of $277,500 for fiscal 2020.
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Mr. Rivera formally resigned from all positions with the Company and its subsidiaries effective on September 22, 2021 (the “Resignation”). In connection with suchResignation, each of the Company and Mr. Rivera had entered into a termination and mutual release agreement, dated for reference September 22, 2021 (the “EffectiveDate”), pursuant to which, and in consideration of various mutually acceptable agreements and covenants, Mr. Rivera received the following material compensation: (i) aone-time net (of employment taxes) cash payment of $1,022,065.11; and (ii) the immediate vesting, where not otherwise vested, of his then existing Options in and toCompany, together with the right to exercise the same for a period of two years from the Effective Date.

Outstanding Equity Awards Held by Named Executive Officers at Fiscal Year End

The following table sets out information on the incentive plan awards held by Named Executive Officers and/or directors as at December 31, 2022:

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Incentive

Awards:

Plan

Market or

Awards:

Payout

Equity

Number

Market

Number of

Value of

Incentive

Value of

Unearned

Plan

Shares or

Shares,

Awards:

Units of

Units or

Number of

Stock

Other

Securities

That

Rights

Underlying

Option

Have

That

Unexer-

Unexer- cised

Exercise

Option

Not

Have Not

cised Options

Options

Unearned

Price

Expiration

Vested

Name

(#) (exercise- able)

(#) (unexer- ciseable)

Options (#)

($)

Date

(#)

($)

Susan Docherty(1)

Nil

3,750,000

Nil

1.11

12/05/2029

1,875,000

600,000

Mark Orsmond(2)

222,223

277,777

Nil

1.50

08/22/2029

Nil

Kim Brink(3)

351,391

198,609

Nil

1.91

01/26/2029

Nil

Kevin Pavlov(4)

1,500,000

Nil

4.15

12/05/2024

50,000

Nil

3.77

12/05/2024

Nil

Bal Bhullar(5)

1,100,000

Nil

1.91

07/27/2024

Nil

400,000

Nil

3.40

07/27/2024

Dean Anthony Dent(6)

Nil

Joseph Mitchell(7)

Nil

Isaac Moss(8)

750,000

Nil

1.91

04/30/2025

Nil

250,000

Nil

3.40

04/30/2025

Henry Reisner(9)

Nil

Notes:

(1) Ms. Docherty was appointed as Chief Executive Officer and interim Chief Operating Officer of our Company on December 5, 2022 and then appointed a director on

December 19, 2022

(2) Mr. Orsmond was appointed as Chief Financial Officer of our Company on August 22, 2022.(3) Ms. Brink was appointed as Chief Revenue Officer of our Company on January 24, 2022.(4) Mr. Pavlov was appointed as Chief Operating Officer of our Company on May 1, 2021 and then appointed the Chief Executive Officer and director of our Company on

September 21, 2021. He was appointed President of our Company on January 27, 2022. Mr. Pavlov resigned from all positions with the Company on December 5, 2022.

(5) Ms. Bhullar was appointed as Chief Financial Officer of our Company on November 19, 2018, and as a director of our Company on December 6, 2019. Ms. Bhullar resigned as

Chief Financial Officer and a director and was appointed Chief Compliance Officer of our Company on August 22, 2022, and Ms. Bhullar resigned from her position with theCompany on December 31, 2022.

(6) Mr. Dent was appointed General Counsel on August 15, 2022 and then appointed Corporate Secretary on September 22, 2022. Mr. Dent resigned from all positions with the

Company on February 3, 2023.

(7) Mr. Mitchell was appointed as Chief Operating Officer of our Company on April 1, 2022 and resigned from the Company on November 22, 2022.(8) Mr. Moss was appointed Chief Administrative Officer and Corporate Secretary of our Company on May 15, 2018. Mr. Moss resigned from his positions with the Company on

September 22, 2022.

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(9) Mr. Reisner was appointed as President and Chief Operating Officer of our Company on May 15, 2018 and then, on May 1, 2021, Mr. Reisner’s position was changed to
		Executive Vice-President. Mr. Reisner retired from his positions with the Company on January 27, 2022.
Pension Plan Benefits
We have no pension plans that provide for payments or benefits at, following or in connection with retirement.
Director Compensation Structure Overview
The Board’s total compensation consists of a retainer (which differs between the Board Chair, Vice Chair and members) and a DSU grant. There are additional cashpayments for the chair of a committee and committee member.
Process for Determining Director Compensation
The below chart outlines the process and timeline of the Compensation Committee’s process for determining independent director compensation. For the below chart wewill demonstrate the exercise for setting the 2022 compensation.
			Process for Setting Executive Compensation
		Timeline		Task	Desired Outcome			Individuals Involved
End of Q3 2021						Commence annual kick-offcompensation review by discussingpotential Peer Benchmarking Group	Provide clear direction to IndependentCompensation Consultant on the type ofPeer Companies to use for Benchmarking		Compensation ChairCEOHRIndependent Compensation Consultant
Start of Q4 2021						Review proposed PeerBenchmarking Group	Finalize proposed list of PeerBenchmarking Group		Compensation ChairCEOHRIndependent Compensation Consultant
Q4 2021 CompensationMeeting						Approve proposed PeerBenchmarking Group	Discuss, review, and approve the proposedPeer Benchmarking Group		Compensation CommitteeLegal (conducting meeting minutes)HRIndependent Compensation Consultant (for presentation and walkthrough of information for the Committee)
Q4 2021 Board Meeting						Approve proposed PeerBenchmarking Group	Review and approve compensationcommittee recommendation.		Board of DirectorsLegal (conducting meeting minutes)
Q1 2022						Receive proposed from PeerBenchmarking Group	Independent Compensation Consultantdelivers a proposed compensation reportfor NEO compensation.		Compensation ChairCEOHRIndependent Compensation Consultant
Q1 2022 CompensationCommittee						Approve proposed compensationranges	Discuss, review, and approve the proposedPeer Benchmarking Group compensationranges and recommendations for Directorcompensation.		Compensation CommitteeLegal (conducting meeting minutes)HRIndependent Compensation Consultant (for presentation and walkthrough of information for the Committee)
Q1 2022 Board Meeting						Approve proposed 2022 DirectorCompensation	Review and approve compensationcommittee recommendation.		Board of DirectorsLegal (conducting meeting minutes)
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Compensation Mix Recommendation for Independent Directors
GGA, the Company’s independent compensation consultant, has made recommendations on appropriate compensation mix between cash retainers and equity. In theirrecommendation they provide a recommended cash retainer amount and a recommended equity value which when added together equals the total compensation (cash +equity) for the directors. The recommendation sets out a lower cash retainer with a higher equity value. After careful consideration and discussion the CompensationCommittee has made the decision to allow each director to allocate their own compensation mix using the total compensation value resulting in varying retainer paymentamounts as outlined in the Director Compensation section. Below is the table with the recommended compensation mix from GGA.
				Proposed Total
Position		Proposed Cash Retainer	Proposed Equity Value	Compensation
Board Chair		$			50,000	$			120,000	$			170,000
Vice Chair(1)			—		—				—
Board Member		$			40,000	$			80,000	$			120,000
Note:
(1) There was no formal third-party recommendation for the Vice Chair. Compensation determination was made during the October Compensation Committee meeting. The value
								was determined based on the compensation of the Board Chair.
Compensation Mix as Determined by Directors
The below target compensation mix, as determined by the directors individually, is accurate as of December 31, 2022. These do not reflect the actual take-homecompensation; the following section provides director compensation annualized.
	Cash Retainer								Equity		Cash Retainer			Equity	Expected Total
Board Member	(% of mix)								(% of mix)	($)			(DSU Value)	Compensation
Steven Sanders (Chairman)		75 %			25 % $	135,000			$	45,000	$			180,000
Mike Richardson (Vice Chair) (1)		75 %			25 % $	90,000			$	30,000	$			120,000
Jerry Kroll		75 %			25 % $	90,000			$	30,000	$			120,000
Luisa Ingargiola		75 %			25 % $	97,500			$	32,500	$			130,000
Joanna Yan		75 %			25 % $	90,000			$	30,000	$			120,000
Dave Shemmans		75 %			25 % $	99,000			$	33,000	$			132,000
Bill Quigley		70 %			30 % $	84,000			$	36,000	$			120,000
Dietmar Ostermann		100 %			0 % $	120,000				—	$			120,000
Total			$	805,500			$	236,500	$			1,042,000
Note:
(1) The Vice Chair position was created in the Q4 of 2022. The compensation mix represented for Mr. Richardson is that of a regular member of the Board of Directors.
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Director Compensation

The following table sets forth information relating to the actual compensation paid to our non-executive directors for Fiscal 2022:

Fees

Nonqualified

earned or

Non-equity

deferred

paid in

Stock

Option

incentive plan

compensation

All other

cash

awards

compensation

earnings

compensation

Total

Name

($)

($)(1)

($)

Steven Sanders

135,000

Nil

135,000

Jerry Kroll

90,000

Nil

90,000

Luisa Ingargiola

105,000

Nil

105,000

David Shemmans

99,000

Nil

99,000

Michael Richardson

90,000

Nil

90,000

Bill Quigley

60,641

36,002

Nil

96,643

Dietmar Ostermann

52,356

Nil

52,356

Joanne Yan

97,500

Nil

97,500

Notes:

(1) Option-based awards represent the fair value of Options granted and awarded in the year under our Stock Incentive Plan. The fair value of Options granted is calculated as of the

grant date using the Black-Scholes option pricing model using the following weighted average assumptions:

Year ended December 31,

2022

2021

Expected life of options

3.85-5 years

4-5 years

Annualized volatility

61%-123.7 %

61%-62.29 %

Risk-free interest rate

1.75%-4.23 %

0.34%-1.4 %

Dividend rate

0 %

We reimburse out-of-pocket costs that are incurred by the directors.

Stock Ownership Requirements

There are currently no minimum stock ownership requirements set for the directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common share as of April 12, 2023 by: (a) each stockholder who is known tous to own beneficially 5% or more of our outstanding common share; (b) all directors; (c) our executive officers; and (d) all executive officers and directors as a group.Except as otherwise indicated, all persons listed below have

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(i) sole voting power and investment power with respect to their common shares, except to the extent that authority is shared by spouses under applicable law, and(ii) record and beneficial ownership with respect to their common shares.
			Amount		Percentage of
		and Nature				Common
			of			Shares
			Beneficial	Beneficially
Name		Ownership (1)				Owned (2)
Directors and Executive Officers:
Susan Docherty, CEO, Interim Chief Operating Officer and a director				nil	nil
Mark Orsmond(3), CFO			277,779		*
Kim Brink(4), CRO			412,503		*
Michael Bridge, General Counsel and Corporate Secretary				nil	nil
Steven Sanders(5), Chairman and a director			371,149		*
Jerry Kroll(6), a director			7,554,693		6.3 %
Joanne Yan(7), a director			445,895		*
Luisa Ingargiola(8), a director			286,285		*
Dave Shemmans(9), a director			9,678		*
Michael Richardson(10), a director			9,375		*
William G. Quigley(11), a director			18,275		*
Dietmar Ostermann, a director				nil	nil
Directors and Executive Officers as a Group (Twelve Persons)(12)			9,385,632		7.7 %
Other 5% or more Shareholders:
N/A
Notes:*
Less than 1%.
(1)							Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwisehas or common shares: (i) voting power, which includes the power to vote, or to direct the voting of common shares; and (ii) investment power, which includes the power todispose or direct the disposition of common shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power tovote or the power to dispose of the common shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (forexample, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount ofshares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result,the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number ofcommon shares actually outstanding on April 12, 2023.
(2)							The percentage is calculated based on 119,287,917 common shares that were outstanding as of April 12, 2023.
(3)							Shares beneficially owned consists of (i) stock options to purchase 250,001 common shares which have vested and (ii) stock options to purchase 27,778 common shares whichwill vest within 60 days of April 12, 2023.
(4)							Shares beneficially owned consists of (i) stock options to purchase 381,947 common shares which have vested and (ii) stock options to purchase 30,556 common shares whichwill vest within 60 days of April 12, 2023.
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(5)

Shares beneficially owned consists of (i) stock options to purchase 345,000 common shares which have vested and (ii) 26,149 vested DSUs.

(6)

Shares beneficially owned consists of (i) 5,147,728 common shares held by Jerry Kroll, (ii) 1,138,167 common shares registered to Ascend Sportsmanagement Inc. (over whichMr. Kroll has discretionary voting and investment authority), (iii) stock options to purchase 1,260,000 shares of our common stock which have vested and (iv) 8,798 vestedDSUs.

(7)

Shares beneficially owned consists of (i) 75,000 common shares registered directly to Joanne Yan, (ii) stock options to purchase 350,000 shares of our common stock which havevested and (iii) 20,895 vested DSUs.

(8)

Shares beneficially owned consists of (i) 42,224 common shares registered directly to Luisa Ingargiola, (ii) stock options to purchase 225,000 shares of our common share whichhave vested and (iii) 19,061 vested DSUs.

(9)

Shares beneficially owned consists of 9,678 vested DSUs.

(10)

Shares beneficially owned consists of 9,375 vested DSUs.

(11)

Shares beneficially owned consists of 18,275 vested DSUs.

(12)

Shares beneficially owned consists of (i) 6,403,119 common shares, (ii) stock options to purchase 2,870,282 common shares which have vested or will vest within today days ofApril 12, 2023 and (iii) 112,231 vested DSUs.

The information as to shares beneficially owned, not being within our knowledge, has been furnished by the officers and directors.

As at April 12, 2023, there were 290 holders of record of our common shares.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our Company.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth, as at December 31, 2022, the equity compensation plans pursuant to which equity securities of the Company may be issued:

Number of securities

remaining available for

Number of securities to be

future issuance under equity

issued upon exercise of

Weighted-average exercise

compensation plans

outstanding options,

price of outstanding options,

(excluding securities

warrants, rights

warrants and rights

reflected in column (a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by security holders

16,724,458

2.73

6,436,406

Equity compensation plans not approved by security holders

N/A

Total

16,724,458

6,436,406

On May 29, 2020, with the prior recommendations from GGA, the Board of Directors passed a resolution to adopt our Stock Incentive Plan, subject to, and effectiveupon, the approval of shareholders. The Stock Incentive Plan provides flexibility to the Company to grant equity-based incentive awards (each, an “Award”) in the formof stock options (each, an “Option”), RSUs, preferred shared units (“PSUs”) and DSUs, as described in further detail below. The Stock Incentive Plan was approved byCompany shareholders on July 9, 2020 and, accordingly, all future grants of equity-based Awards will be made pursuant to, or as otherwise permitted by, the StockIncentive Plan, and no further equity-based awards will be made pursuant to the Company’s prior Stock Option Plan.

The purpose of the Stock Incentive Plan is to, among other things, provide the Company with a share-related mechanism to attract, retain and motivate qualifieddirectors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards underthe Stock Incentive Plan by the Board of Directors from time to time for their contributions toward the long-term goals and success of the Company, and to enable andencourage such directors, employees and consultants to acquire Common Shares as long-term investments and proprietary interests in the Company.

A summary of the key terms of the Stock Incentive Plan is set out below, which is qualified in its entirety by the full text of the Stock Incentive Plan.

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Shares Subject to the Stock Incentive Plan
The Stock Incentive Plan is a fixed number share plan which provides that the aggregate maximum number of common shares (each, a “Common Share”) that may beissued upon the exercise or settlement of Awards granted under it shall not exceed 30,000,000 Common Shares, subject to the adjustment provisions provided for therein(including those that apply in the event of a subdivision or consolidation of Common Shares). Such maximum number of Common Shares consists of (i) 12,850,917Common Shares issuable pursuant to Awards previously granted and that remain outstanding under the Company’s Stock Option Plan, which Awards will be covered bythe Stock Incentive Plan upon its ratification by the shareholders, and (ii) 17,149,083 additional Common Shares that may be issued pursuant to Awards to be grantedunder the Stock Incentive Plan.
Administration of the Stock Incentive Plan
The Stock Incentive Plan designates the Board of Directors as the initial Plan Administrator (as defined in the Stock Incentive Plan), subject to the ability of the Board ofDirectors to delegate from time to time all or any of the powers conferred on the Plan Administrator to a committee of the Board of Directors. The Board of Directors hasresolved to delegate all powers of administration of the Stock Incentive Plan to the Compensation Committee.
The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive Awards under the Stock Incentive Plan, the time or timesat which Awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of Common Shares to be covered by anyAward, the exercise price of any Award, whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of any Award, and thenature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as thePlan Administrator may determine.
In addition, the Plan Administrator interprets the Stock Incentive Plan and may adopt guidelines and other rules and regulations relating to the Stock Incentive Plan, andmake all other determinations and take all other actions necessary or advisable for the implementation and administration of the Stock Incentive Plan.
Eligibility
All directors, employees and consultants are eligible to participate in the Stock Incentive Plan. The extent to which any such individual is entitled to receive a grant of anAward pursuant to the Stock Incentive Plan will be determined in the sole and absolute discretion of the Plan Administrator.
Types of Awards
Awards of Options, RSUs, PSUs and DSUs may be made under the Stock Incentive Plan. All of the Awards described below are subject to the conditions, limitations,restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations providedin the Stock Incentive Plan, and will generally be evidenced by an Award agreement. In addition, subject to the limitations provided in the Stock Incentive Plan and inaccordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards and waive anycondition imposed with respect to Awards or Common Shares issued pursuant to Awards.
Options
An Option entitles a holder thereof to purchase a prescribed number of treasury Common Shares at an exercise price set at the time of the grant. The Plan Administratorwill establish the exercise price at the time each Option is granted, which exercise price must in all cases be not less than the volume weighted average closing price ofthe Common Shares on Nasdaq for the five trading days immediately preceding the date of grant (the “Market Price”) on the date of grant. Subject to any acceleratedtermination as set forth in the Stock Incentive Plan, each Option expires on its respective expiry date. The Plan Administrator will have the authority to determine thevesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of theOption, unless otherwise specified by the Plan Administrator, or as otherwise set forth in any written employment agreement, Award agreement or other writtenagreement between the Company or a subsidiary of the Company and the participant. The Plan Administrator has the right to accelerate the date upon which any Optionbecomes exercisable. The Plan Administrator may provide
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at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the Stock Incentive Plan, such as vestingconditions relating to the attainment of specified performance goals.
Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award agreement, an exercise notice must beaccompanied by payment of the exercise price. A participant may, in lieu of exercising an Option pursuant to an exercise notice, elect to surrender such Option to theCompany (a “Cashless Exercise”) in consideration for an amount from the Company equal to (i) the Market Price of the Common Shares issuable on the exercise of suchOption (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ü) the aggregate exercise price of the Option (or portion thereof) surrenderedrelating to such Common Shares (the “In-the-Money Amount”) by written notice to the Company indicating the number of Options such participant wishes to exerciseusing the Cashless Exercise, and such other information that the Company may require. Subject to the provisions of the Stock Incentive Plan, the Company will satisfypayment of the In-the-Money Amount by delivering to the participant such number of Common Shares having a fair market value equal to the In-the-Money Amount.
Restricted Share Units
A RSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive oneCommon Share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the StockIncentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment inrespect of services rendered by the applicable participant in a taxation year.
The number of RSUs (including fractional RSUs) granted at any particular time under the Stock Incentive Plan will be calculated by dividing: (a) the amount that is to bepaid in RSUs, as determined by the Plan Administrator; by (b) the greater of (i) the Market Price of a Common Share on the date of grant and (ii) such amount asdetermined by the Plan Administrator in its sole discretion.
The Plan Administrator shall have the authority to determine the settlement and any vesting terms applicable to the grant of RSUs, provided that the terms applicable toRSUs granted to U.S. taxpayers comply with Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable.
Upon settlement, holders will redeem each vested RSU for one fully paid and non-assessable Common Share in respect of each vested RSU.
Performance Share Units
A performance share unit (each a “PSU”) is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company whichentitles the holder to receive one Common Share for each PSU after specific performance-based vesting criteria determined by the Plan Administrator, in its solediscretion, have been satisfied. The Plan Administrator may, from time to time, subject to the provisions of the Stock Incentive Plan and such other terms and conditionsas the Plan Administrator may prescribe, grant PSUs to any participant in respect of services rendered by the applicable participant in a taxation year. The performancegoals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant’sservice and the settlement terms pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth inthe applicable Award agreement.
The Plan Administrator shall have the authority to determine the settlement and any vesting terms applicable to the grant of PSUs, provided that the terms applicable toPSUs granted to U.S. taxpayers comply with Section 409A of the Code, to the extent applicable. Upon settlement, holders will redeem each vested PSU for one fully paidand non-assessable Common Share in respect of each vested PSU.
Deferred Share Units
A DSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive oneCommon Share (or, at the election of the holder and subject to the approval of the Plan Administrator, the cash value thereof) for each DSU on a future date. The Boardof Directors may fix from time to time a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service onthe Board of Directors (the
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“Director Fees”) that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the Stock Incentive Plan, the right to elect toreceive a portion of the cash Director Fees owing to them in the form of DSUs.
Except as otherwise determined by the Plan Administrator or as set forth in the particular Award agreement, DSUs shall vest immediately upon grant. The number ofDSUs (including fractional DSUs) granted at any particular time will be calculated by dividing: (a) the amount of director fees that are to be paid in DSUs, as determinedby the Plan Administrator; by (b) the Market Price of a Common Share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one fully paidand non-assessable Common Share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the PlanAdministrator, a cash payment on the date of settlement. Any cash payments made under the Stock Incentive Plan by the Company to a participant in respect of DSUs tobe redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Common Share as at the settlement date.
Dividend Equivalents
Except as otherwise determined by the Plan Administrator or as set forth in the particular Award agreement, RSUs, PSUs and DSUs shall be credited with dividendequivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid onCommon Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the Awards to which they relate. Such dividend equivalents shall becomputed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of RSUs, PSUs andDSUs, as applicable, held by the participant on the record date for the payment of such dividend; by (b) the Market Price at the close of the first business dayimmediately following the dividend record date, with fractions computed to three decimal places.
Black-out Periods
In the event an Award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Company exists, theexpiry of such Award will be the date that is ten business days after which such scheduled blackout terminates or there is no longer such undisclosed material change ormaterial fact.
Term
While the Stock Incentive Plan does not stipulate a specific term for Awards granted thereunder, as discussed below, Awards may not expire beyond 10 years from itsdate of grant, except where shareholder approval is received or where an expiry date would have fallen within a blackout period of the Company. All Awards must vestand settle in accordance with the provisions of the Stock Incentive Plan and any applicable Award agreement, and which Award agreement may include an expiry date fora specific Award.
Termination of Employment or Services
The following describes the impact of certain events upon the participants under the Stock Incentive Plan, including termination for cause, resignation, terminationwithout cause, disability, death or retirement, subject, in each case, to the terms of a participant’s applicable employment agreement, Award agreement or other writtenagreement:
(a) Termination for Cause or upon Termination: Any Option or other Award held by the participant that has not been exercised, surrendered or settled as of the
		Termination Date (as defined in the Stock Incentive Plan) shall be immediately forfeited and cancelled as of the Termination Date.
(b) Termination without Cause: A portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested
		Options or other Awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between thedate of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options orother Awards were originally scheduled to vest. Any vested Options may be exercised by the participant at any time during the period that terminates on theearlier of: (a) the expiry date of such Option; and (b) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of(a) or (b), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award otherthan an Option, such Award will be settled within 90 days after the Termination Date.
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(c) Disability: A portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other
		Awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant andthe Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other Awards wereoriginally scheduled to vest. Any vested Option may be exercised by the participant at any time until the Expiry Date of such Option. Any vested Option may beexercised by the participant at any time until the expiry date of such Option. Any vested Award other than an Option will be settled within 90 days after theTermination Date.
(d) Death: A portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other Awards
		held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and theTermination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other Awards wereoriginally scheduled to vest. Any vested Option may be exercised by the participant’s beneficiary or legal representative (as applicable) at any time during theperiod that terminates on the earlier of: (a) the expiry date of such Option; and (b) the first anniversary of the date of the death of such participant. If an Optionremains unexercised upon the earlier of (a) or (b), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of suchperiod. In the case of a vested Award other than an Option, such Award will be settled with the participant’s beneficiary or legal representative (as applicable)within 90 days after the date of the Participant’s death.
(e) Retirement: A portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other
		Awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant andthe Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other Awards wereoriginally scheduled to vest. Any vested Option may be exercised by the participant at any time during the period that terminates on the earlier of: (a) the expirydate of such Option; and (b) the third anniversary of the participant’s date of retirement. If an Option remains unexercised upon the earlier of (a) or (b), theOption shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested Award other than anOption, such Award will be settled within 90 days after the participant’s retirement. Notwithstanding the foregoing, if, following his or her retirement, theparticipant commences on the Commencement Date (as defined in the Stock Incentive Plan) employment, consulting or acting as a director of the Company orany of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a businesscompetitive with the Company or any of its subsidiaries, any Option or other Award held by the participant that has not been exercised or settled as of theCommencement Date shall be immediately forfeited and cancelled as of the Commencement Date.
Change in Control
Under the Stock Incentive Plan, except as may be set forth in an employment agreement, Award agreement or other written agreement between the Company or asubsidiary of the Company and a participant:
(a)		the Plan Administrator may, without the consent of any participant, take such steps as it deems necessary or desirable, including to cause: (i) the conversion orexchange of any outstanding Awards into or for rights or other securities of substantially equivalent value, as determined by the Plan Administrator in itsdiscretion, in any entity participating in or resulting from a Change in Control (as defined below); (ii) outstanding Awards to vest and become exercisable,realizable or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of a Change in Control, and, to theextent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Awardin exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award orrealization of the participant’s rights as of the date of the occurrence of the transaction; (iv) the replacement of such Award with other rights or propertyselected by the Board of Directors in its sole discretion where such replacement would not adversely affect the holder; or (v) any combination of the foregoing;provided that: (A) in taking any of the foregoing actions), the Plan Administrator will not be required to treat all Awards similarly in the transaction; and (B) inthe case of Options, RSUs and PSUs held by a Canadian taxpayer, the Plan Administrator may not cause the Canadian taxpayer to receive any property inconnection with a Change in Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Income Tax Act(Canada)(the “Tax Act”) of the Company or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act)with the Company, as applicable, at the time such rights are issued or granted;
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(b) if within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy or
		directorship is terminated by the Company or a subsidiary of the Company without Cause (as defined in the Stock Incentive Plan), without any action by thePlan Administrator;
(c)		any unvested Awards held by the participant at the Termination Date shall immediately vest; and
(d) any vested Awards may be exercised, surrendered to the Company, or settled by the participant at any time during the period that terminates on the earlier of:
		(i) the expiry date of such Award; and (ii) the date that is 90 days after the Termination Date. Any Award that has not been exercised, surrendered or settled atthe end of such period being immediately forfeited and cancelled; and
(e)		unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Common Shares will cease trading on Nasdaq, the Companymay terminate all of the Awards (other than an Option, RSU or PSU held by a participant that is a resident of Canada for the purposes of the Tax Act) at thetime of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time followingcompletion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such participant as determinedby the Plan Administrator, acting reasonably, provided that any vested Awards granted to U.S. taxpayers will be settled within 90 days of the Change inControl.
Subject to certain exceptions, a “Change in Control” includes: (i) any transaction pursuant to which a person or group acquires more than 50% of the outstandingCommon Shares; (ii) the sale of all or substantially all of the Company’s assets; (iii) the dissolution or liquidation of the Company; (iv) the acquisition of the Companyvia consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise; (v) individuals who comprise the Board ofDirectors at the last annual meeting of shareholders (the “Incumbent Board”) cease to constitute at least a majority of the Board of Directors, unless the election, ornomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new directorshall be considered as a member of the Incumbent Board; or (vi) any other event which the Board of Directors determines to constitute a change in control of theCompany.
Non-Transferability of Awards
Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will oras required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awardswhatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of nofurther force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon the death of aparticipant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant’s death.
Amendments to the Stock Incentive Plan
The Plan Administrator may also from time to time, without notice and without approval of the holders of voting Common Shares, amend, modify, change, suspend orterminate the Stock Incentive Plan or any Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that: (a) no such amendment,modification, change, suspension or termination of the Stock Incentive Plan or any Award granted pursuant thereto may materially impair any rights of a participant ormaterially increase any obligations of a participant under the Stock Incentive Plan without the consent of such participant, unless the Plan Administrator determines suchadjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements; and (b) any amendment that would cause anAward held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the Code shall be null and void ab initio.
Notwithstanding the above, and subject to the Nasdaq Listing Rules, the approval of shareholders is required to effect any of the following amendments to the StockIncentive Plan:
(a) increasing the number of Common Shares reserved for issuance under the Stock Incentive Plan, except pursuant to the provisions in the Stock Incentive Plan
		which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
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(b) reducing the exercise price of an option Award (for this purpose, a cancellation or termination of an Award of a participant prior to its expiry date for the
		purpose of reissuing an Award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award)except pursuant to the provisions in the Stock Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactionsaffecting the Company or its capital;
(c) extending the term of an Option Award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to
		the participant or within ten business days following the expiry of such a blackout period);
(d) permitting an Option Award to be exercisable beyond ten years from its date of grant (except where an expiry date would have fallen within a blackout period);
(e) increasing or removing the limits on the participation of directors;
(f) permitting Awards to be transferred to a person;
(g) changing the eligible participants; and
(h) deleting or reducing the range of amendments which require approval of the shareholders.
Except for the items listed above, amendments to the Stock Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to):(a) amending the general vesting provisions of an Award; (b) amending the provisions for early termination of Awards in connection with a termination of employment orservice; (c) adding covenants of the Company for the protection of the participants; (d) amendments that are desirable as a result of changes in law in any jurisdictionwhere a participant resides; and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.
The foregoing summary of the Stock Incentive Plan is not complete and is qualified in its entirety by reference to the Stock Incentive Plan, which was filed as Exhibit 4.1to the Company’s Form S-8 filed with the SEC on October 5, 2020.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
RELATED PARTY TRANSACTIONS
Except as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in anypresently proposed transaction that has or will materially affect us:
●		any of our directors or officers;
●		any person proposed as a nominee for election as a director;
●		any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of commonstock; or
●		any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.
Susan Docherty
On December 5, 2022, we entered into the Docherty Agreement with Ms. Docherty which provides for an annual salary of $650,000, which is paid on a monthly basis of$54,167.
Ms. Docherty was granted three separate non-qualified stock options under the Stock Incentive Plan to purchase 3,750,000 common shares of the Company in theaggregate, with each such Sign-On Option having an exercise price of $1.11 subject to the following, vesting in three equal annual installments from the grant date. Thefirst Sign-On Option covers 2,000,000 common shares and be subject only to the Vesting. The second Sign-On Option covers 1,000,000 common shares and, subject tothe Vesting, shall not be exercisable until such time as the Company’s 30-day volume average trading price on Nasdaq is $2.50 or greater. The third Sign-On Optioncovers
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750,000 common shares and, subject to the Vesting, shall not be exercisable until such time as the Company’s 30-day volume average trading price on Nasdaq is $5.00 orgreater.
Ms. Docherty was granted restricted stock units under the Stock Incentive Plan covering 1,000,000 common shares of the Company which will vest in three equal annualinstallments from the date of grant.
Ms. Docherty was granted performance stock units under the Stock Incentive Plan covering 875,000 common shares of the Company which will vest as follows:(i) 437,500 will vest on the first date on which the average of the volume weighted average price per common share of the Company during any 30 day consecutivetrading days (“30-Day VWAP”) equals or exceeds $5.00; (ii) 218,750 will vest on the first day on which the 30-Day VWAP of the common shares of the Companyequals or exceeds $6.00; and (iii) the final 218,750 will vest on the first day on which the Company’s 30-Day VWAP equals or exceeds $7.00.
Mark Orsmond
On August 22, 2022, we entered into the Orsmond Agreement with Mr. Orsmond which provided for a monthly base salary of CAD$40,373 and an Option grant of500,000 at an exercise price of $1.50 per common share. One-third of the Option vested on the grant date and balance vests monthly over a 36-month period. OnFebruary 9, 2023, the Compensation Committee approved a cash bonus to Mr. Orsmond of US$100,000 for fiscal 2022.
Kim Brink
On January 24, 2022, we entered into the Brink Agreement with Ms. Brink which provides for an annual salary of $340,000, which is paid on a monthly basis of$28,333, and Option grant of 550,000 stock options at an exercise price of $1.91 per common share. One-third of the Option vested on the grant date and balancevests monthly over a 24-month period. On February 2023, the Compensation Committee approved a cash bonus to Ms. Brink of US$250,000 for fiscal 2022.
Kevin Pavlov
Based on the independent report produced by GGA, on April 1, 2022, the Pavlov Agreement annual salary was amended to $500,000.00, which is paid on a monthlybasis of $41,667.
Mr. Pavlov resigned from all positions with the Company and its subsidiaries effective on December 5, 2022 (the “Resignation”). In connection with such Resignation,each of the Company and Mr. Pavlov entered into a termination and mutual release agreement, dated for reference December 2, 2022 but effective on December 5, 2022(the “Effective Date”), pursuant to which, and in consideration of various mutually acceptable agreements and covenants, Mr. Pavlov received the following materialcompensation: (i) a one-time net (of employment taxes) cash payment of $438,939.51; (ii) the immediate vesting, where not otherwise vested, of his then existingOptions in and to Company, together with the right to exercise the same for a period of two years from the Effective Date; and (iii) the issuance of 168,470 commonshares of the Company, at a deemed market value issuance price of $1.11 per common share, representing the net (of employment taxes) issuance to Mr. Pavlov of histhen fully vested RSUs in the Company.
Joseph Mitchell
On April 1, 2022, we entered into the Mitchell Agreement with Mr. Mitchell which provided for an annual salary of $375,000, which is paid on a monthly base salary of$31,250 and an Option grant of 500,000 at an exercise price of $2.20 per common share. One-third of the Option vested on the grant date and balance vests monthly overa 36 month period.
Mr. Mitchell resigned from his position with the Company effective on November 25. In connection with such Resignation, each of the Company and Mr. Mitchellentered into a termination and mutual release agreement, dated for reference November 25, 2022, pursuant to which, and in consideration of various mutually acceptableagreements and covenants, Mr. Mitchell received net (of employment taxes) cash payments totaling $316,560.88.
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Bal Bhullar
Based on the recommendation provided to the Compensation Committee from GGA, on September 22, 2021 the Bhullar Agreement annual salary was amended to$365,000, which is paid on a monthly basis of CAD $39,486. There was no change in annual salary in 2022.
Ms. Bhullar formally resigned from all positions with the Company and its subsidiaries effective on December 5, 2022. In connection with such Resignation, each of theCompany and Ms. Bhullar had entered into a termination and mutual release agreement, dated for reference July 27, 2022 but effective on December 31, 2022, pursuantto which, and in consideration of various mutually acceptable agreements and covenants, Ms. Bhullar received the following material compensation: (i) a one-time net(of employment taxes) cash payment of CAD$437,358.41; (ii) the immediate vesting, where not otherwise vested, of her then existing Options in and to Company,together with the right to exercise the same for a period of two years from the Effective Date; (iii) the issuance of 91,242 common shares of the Company, at a deemedmarket value issuance price of $1.37 per common share, representing the net (of employment taxes) issuance to Ms. Bhullar of her then fully vested RSUs in theCompany; and (iv) confirmation that all of her then group benefits in the Company would continue for a period of 12 months from the Effective Date.
Isaac Moss
Based on the recommendation provided to the Compensation Committee from GGA, on September 22, 2021 the Moss Agreement annual salary was amended toUS$300,000, which is paid on a monthly basis of CAD $32,750. There was no change in annual salary in 2022.
Mr. Moss formally resigned from all positions with the Company effective on December 5, 2022. In connection with such Resignation, each of the Company andMr. Moss had entered into a termination and mutual release agreement, dated for reference September 22, 2022 but effective on October 31, 2022, pursuant to which, andin consideration of various mutually acceptable agreements and covenants, Mr. Moss received the following material compensation: (i) a one-time net (of employmenttaxes) cash payment of CAD$423,007.27; and (ii) the immediate vesting, where not otherwise vested, of his then existing Options in and to Company, together with theright to exercise the same for a period of two and one-half years from the Effective Date.
Henry Reisner
Based on recommendations provided to the Compensation Committee from GGA, on September 22, 2021 the Reisner Agreement annual salary was amended toUS$300,000, which is paid on a monthly basis of CAD$32,750. There was no change in annual salary in 2022.
On January 26, 2022, Mr. Reisner retired from the Company and the Reisner Agreement was terminated by mutual agreement. Each of the Company and Mr. Reisner hadentered into a termination and mutual release agreement, dated for reference January 26, 2022, pursuant to which, and in consideration of various mutually acceptableagreements and covenants, Mr. Reisner received the following material compensation: (i) a one-time net (of employment taxes) cash payment of CAD$633,12.11; (ii) theimmediate vesting, where not otherwise vested, of his then existing Options in and to Company, together with the right to exercise the same for a period of 12 monthsfrom the Effective Date; (iii) the issuance of 38,682 common shares of the Company, representing the net (of employment taxes) issuance to Mr. Reisner of his then fullyvested RSUs in the Company; and (iv) confirmation that all of his then group benefits in the Company would continue for a period of 12 months from the Effective Date.
Steven Sanders
Mr. Sanders’ annual directors’ fees of $135,000 were paid in quarterly installments. No DSUs were issued to Mr. Sanders in 2022.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Fees and Services
The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current principal accountants:
			2022		2021
Audit fees		$	1,028,325	$	312,703
Audit-related fees				—		—
Tax fees			137,400		50,433
All other fees				—		—
Total fees paid or accrued to our principal accountants		$	1,165,725	$	363,136
Audit Fees
This category includes the aggregate fees billed by our independent auditor for the audit of our annual financial statements, reviews of interim financial statements thatare provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the auditor review of our financial statements and are not described in the preceding category.
Tax Fees
Tax fees are billed by our independent auditors for tax compliance, tax advice and tax planning.
All Other Fees
All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.
Pre-Approval of Services by the Independent Auditor
The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor. The AuditCommittee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the Company’s independent auditor. Thereafter,the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by the Company’s independentauditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has the authority to pre-approve,on a case-by-case basis, non-audit services to be performed by the Company’s independent auditor. The Audit Committee has approved all audit and permitted non-auditservices performed by its independent auditor for Fiscal 2022.
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ITEM 15 – EXHIBITS
The following exhibits are filed as part of this Form 10-K.
Exhibit No.		Document
3.1(1)		Notice of Articles
3.2(1)		Articles
4.1(*)		Description of Registrant’s Securities
10.1(2)(+)		Manufacturing Agreement between Chongqing Zongshen Automobile Co., Ltd. and the Company, dated September 29, 2017
10.2(3)		Employment Agreement, dated May 17, 2019, by and between ELECTRAMECCANICA Automotive USA Inc. and Michael Paul Rivera
10.3(4)		Amendment Agreement between the Company and Michael Paul Rivera, dated for reference effective on January 1, 2020
10.4(4)		Executive Employment Agreement between the Company and Henry Reisner, dated for reference effective on January 1, 2020
10.5(4)		Executive Employment Agreement between the Company and Bal Bhullar, dated for reference effective on January 1, 2020
10.6(4)		Continuing Relationship Agreement between the Company and Jerry Kroll, dated for reference effective on August 16, 2019
10.7(6)		Executive Employment Agreement between the Company and Isaac Moss, dated for reference effective on July 1, 2020
10.8(7)		Further Employment Agreement Amendment between the Company and Michael Paul Rivera, dated August 12, 2020
10.9(9)		Executive Employment Services Agreement between the Company, ElectraMeccanica USA, Inc. and Kevin Pavlov, dated for reference April 5, 2021
10.10(*)		Extension of Manufacturing Agreement between Chongqing Zongshen Automobile Co., Ltd. and the Company, dated June 23, 2021
10.11(9)		Executive Employment Services Agreement between the Company, ElectraMeccanica USA, Inc. and Kim Brink, dated for reference December 24,2021
10.12(*)(+)		Employment Agreement between the Company and Dean Anthony Dent, II, having an effective date of August 15, 2022
10.13(*)(+)		Executive Employment Services Agreement between the Company and Mark Orsmond, dated for reference August 22, 2022
10.14(*)(+)		Executive Employment Agreement between the Company and Susan Docherty, having an effective date of December 5, 2022
10.15(*)(+)		Contract Assembly Agreement between ElectraMeccanica USA, LLC and GLV, LLC, dated March 1, 2023
10.16(10)(+)		Design and Supply Agreement between ElectraMeccanica USA, LLC and GLV, LLC, dated March 3, 2023
10.17(*)(+)		Executive Employment Agreement between the Company and Michael Bridge, having an effective date of March 20, 2023
14.1(5)		Code of Business Conduct and Ethics
21.1(*)		Subsidiaries of ElectraMeccanica Vehicles Corp.
23.1(*)		Consent of KPMG LLP, Chartered Professional Accountants
31.1(*)		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2(*)		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1(**)		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350
99.1(8)		2020 Incentive Stock Option Plan
99.2(*)		Audit Committee Charter
99.3(5)		Compensation Committee Charter
99.4(5)		Nominating and Corporate Governance Committee Charter
99.5(5)		Board Mandate
99.6(*)		Finance Committee Charter
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBLR and contained in Exhibit 101)
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Notes:
() Filed herewith.(*) Furnished herewith.(+) Portions of this exhibit have been omitted.(1) Previously filed as an exhibit to our registration statement on Form F-1 as filed with the SEC on October 12, 2016 and incorporated herein by reference.(2) Previously filed as an exhibit to our Annual Report on Form 20-F as filed with the SEC on April 19, 2018 and incorporated herein by reference.(3) Previously filed as an exhibit to our Report of Foreign Private Issuer on Form 6-K as filed with the SEC on August 8, 2019 and incorporated herein by reference.(4) Previously filed as an exhibit to our Report of Foreign Private Issuer on Form 6-K as filed with the SEC on February 28, 2020 and incorporated herein by reference.(5) Previously filed as an exhibit to our Report of Foreign Private Issuer on Form 6-K as filed with the SEC on April 27, 2020 and incorporated herein by reference.(6) Previously filed as an exhibit to our Report of Foreign Private Issuer on Form 6-K as filed with the SEC on July 13, 2020 and incorporated herein by reference.(7) Previously filed as an exhibit to our Report of Foreign Private Issuer on Form 6-K as filed with the SEC on August 24, 2020 and incorporated herein by reference.(8) Previously filed as an exhibit to our registration statement on Form S-8 as filed with the SEC on October 5, 2020 and incorporated herein by reference(9) Previously filed as an exhibit to our Annual Report on Form 20-F as filed with the SEC on March 22, 2022 and incorporated herein by reference.(10) Previously filed as an exhibit to our Current Report on Form 8-K as filed with the SEC on March 29, 2023 and incorporated herein by reference.
ITEM 16 – FORM 10-K SUMMARY
Not applicable.
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	SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.
	ELECTRAMECCANICA VEHICLES CORP.
Dated: April 17, 2023.	By: /s/ Susan E. DochertySusan E. Docherty, Chief Executive Officer andChief Operating Officer(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated.
Dated: April 17, 2023.	By: /s/ Susan E. DochertySusan E. Docherty, Chief Executive Officer,Chief Operating Officer and a director(Principal Executive Officer)
Dated: April 17, 2023.	By: /s/ Mark OrsmondMark Orsmond, Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
Dated: April 17, 2023.	By: /s/ Steven SandersSteven Sanders, Chairman and Director
Dated: April 17, 2023.	By: /s/ Luisa IngargiolaLuisa Ingargiola, Director
Dated: April 17, 2023.	By: /s/ Joanne YanJoanne Yan, Director
Dated: April 17, 2023.	By: /s/ David ShemmansDavid Shemmans, Director
Dated: April 17, 2023.	By: /s/ Michael RichardsonMichael Richardson, Director
Dated: April 17, 2023.	By: /s/ William G. QuigleyWilliam G. Quigley, Director
Dated: April 17, 2023.	By: /s/ Dietmar OstermannDietmar Ostermann, Director
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Exhibit 4.1
	DESCRIPTION OF REGISTRANT’S SECURITIES
		The following securities of our Company are registered under section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
		●	our Company’s common shares are listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “SOLO”; and
		●	our Company’s common share purchase warrants (each, a “Warrant”) are listed on Nasdaq, under the symbol “SOLOW”.
		Jurisdiction of Incorporation
		Our Company was incorporated under the Business Corporations Act (British Columbia) on February 16, 2015.
		Authorized and Issued Share Capital
		Our Notice of Articles provide that our authorized capital consists of an unlimited number of common shares, without par value, and an unlimited number of preferredshares, without par value, which have special rights or restrictions.
		As of December 31, 2022 we had 119,287,917 common shares and no preferred shares issued and outstanding.
		As of April 12, 2023, we had 119,287,917 common shares and no preferred shares issued and outstanding.
		Rights, Preferences and Restrictions Attaching to Our Shares
		The Business Corporations Act provides the following rights, privileges, restrictions and conditions attaching to our common shares:
		(a) to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;
		(b) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of our Company, to share equally in the remaining property of
			our Company on liquidation, dissolution or winding-up of our Company; and
		(c) subject to the rights of the preferred shares, the common shares are entitled to receive dividends if, as, and when declared by our Board of Directors.
		Our preferred shares may include one or more series and, subject to the Business Corporations Act, the directors may, by resolution, if none of the shares of thatparticular series are issued, alter the Articles of the Company and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or moreof the following:
		(a) determine the maximum number of shares of that series that the Company is authorized to issue, determine that there is no such maximum number, or alter any
			such determination;
		(b) create an identifying name for the shares of that series, or alter any such identifying name; and
		(c) attach special rights or restrictions to the shares of that series, or alter any such special rights or restrictions.
		The provisions in our Articles attaching to our common shares and our preferred shares may be altered, amended, repealed, suspended or changed by the affirmative voteof the holders of not less than two-thirds of the outstanding common shares and two-thirds of the preferred shares, as applicable.

With the exception of special resolutions (i.e., resolutions in respect of fundamental changes to our Company, including: the sale of all or substantially all of our assets, amerger or other arrangement or an alteration to our authorized capital that is not allowed by resolution of the directors) that require the approval of holders of two-thirdsof the outstanding common shares entitled to vote at a meeting, either in person or by proxy, resolutions to approve matters brought before a meeting of our shareholdersrequire approval by a simple majority of the votes cast by shareholders entitled to vote at a meeting, either in person or by proxy.

Shareholder Meetings

The Business Corporations Act provides that: (i) a general meetings of shareholders must be held in British Columbia, or may be held at a location outside BritishColumbia since our Articles do not restrict our Company from approving a location outside of British Columbia for the holding of the general meeting and the locationfor the meeting is approved by ordinary resolution, or the location for the meeting is approving in writing by the British Columbia Registrar of Companies before themeeting is held; (ii) directors must call an annual meeting of shareholders not later than 15 months after the last preceding annual meeting; (iii) for the purpose ofdetermining shareholders entitled to receive notice of or vote at meetings of shareholders, the directors may fix in advance a date as the record date for that determination,provided that such date shall not precede by more than two months or by less than 21 days the date on which the meeting is to be held; (iv) the holders of not less than5% of the issued shares entitled to vote at a meeting may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition; (v) onlyshareholders entitled to vote at the meeting, our directors and our auditor are entitled to be present at a meeting of shareholders; and (vi) upon the application of a directoror shareholder entitled to vote at the meeting, the British Columbia Supreme Court may order a meeting to be called, held and conducted in a manner that the Courtdirects.

Pursuant to Article 8.20 of our Articles, a shareholder or proxy holder who is entitled to participate in a meeting of shareholders may do so in person, or by telephone orother communications medium, if all shareholders and proxy holders participating in the meeting are able to communicate with each other; provided, however, thatnothing in Article 8.20 of our Articles shall obligate the Company to take any action or provide any facility to permit or facilitate the use of any communications mediumat a meeting of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a matter contemplated by Article 8.20 of ourArticles:

(a) each such shareholder or proxy holder shall be deemed to be present at the meeting; and

(b) the meeting shall be deemed to be help at the location specified in the notice of the meeting.

Pursuant to our Articles, the quorum for the transaction of business at a meeting of our shareholders is one or more persons, present in person or by proxy.

Limitations on Rights of Non-Canadians

Our Company is incorporated pursuant to the laws of the Province of British Columbia, Canada. There is no law or governmental decree or regulation in Canada thatrestricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other thanwithholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however, no such remittances are likely in theforeseeable future.

There is no limitation imposed by Canadian law or by our Articles or other constituent documents of our Company on the right of a non-resident to hold or vote commonshares of our Company. However, the Investment Canada Act (Canada) (the “Investment Act”) has rules regarding certain acquisitions of shares by non-Canadians, alongwith other requirements under that legislation.

The following discussion summarizes the principal features of the Investment Act for a “non-Canadian” (as defined under the Investment Act) who proposes to acquirecommon shares of our Company. The discussion is general only; it is not a substitute for independent legal advice from an investor’s own advisor; and it does notanticipate statutory or regulatory amendments.

The Investment Act is a federal statute of broad application regulating the establishment and acquisition of Canadian businesses by non-Canadians, including individuals,governments or agencies thereof, corporations, partnerships, trusts or joint ventures (each an “entity”). Investments by non-Canadians to acquire control over existingCanadian businesses or to establish new ones are either reviewable or notifiable under the Investment Act. If an investment by a non-Canadian to acquire control over anexisting Canadian business is reviewable under the Investment Act, the Investment Act generally prohibits implementation of the investment unless, after review, theMinister of Innovation, Science and Industry (the “Minister”) is satisfied that the investment is likely to be of net benefit to Canada.
A non-Canadian would acquire control of our Company for the purposes of the Investment Act through the acquisition of common shares if the non-Canadian acquired amajority of the voting interests in our Company.
Further, the acquisition of less than a majority but one-third or more of the voting interests in our Company by a non-Canadian would be presumed to be an acquisition ofcontrol of our Company unless it could be established that, on the acquisition, our Company was not controlled in fact by the acquirer through the ownership of suchvoting interests.
For a direct acquisition that would result in an acquisition of control of our Company, subject to the exception for “WTO-investors” that are controlled by persons whoare nationals or permanent residents of World Trade Organization (“WTO”) member nations, a proposed investment generally would be reviewable where the value ofthe acquired assets is CAD$5 million or more.
For a proposed indirect acquisition by an investor other than a so-called “WTO investor” that would result in an acquisition of control of our Company through theacquisition of a non-Canadian parent entity, the investment generally would be reviewable where the value of the assets of the entity carrying on the Canadian business,and of all other entities in Canada, the control of which is acquired, directly or indirectly, is CAD$50 million or more.
In the case of a direct acquisition by a WTO investor that is not a state-owned enterprise, the threshold is significantly higher. An investment in common shares of ourCompany by a WTO investor that is not a state-owned enterprise would be reviewable only if it was an investment to acquire control of the Company and the enterprisevalue of the assets of the Company was equal to or greater than a specified amount, which is published by the Minister after its determination for any particular year. For2023, this amount is CAD$1.287 billion (unless the investor is controlled by persons who are nationals or permanent residents of countries that are party to one of a listof certain free trade agreements, in which case the amount is CAD$1.931 billion for 2023); each January 1, both thresholds are adjusted by a GDP (Gross DomesticProduct) based index.
The higher WTO threshold for direct investments and the exemption for indirect investments do not apply where the relevant Canadian business is carrying on a “culturalbusiness”. The acquisition of a Canadian business that is a “cultural business” is subject to lower review thresholds under the Investment Act because of the perceivedsensitivity of the cultural sector.
If the Minister has reasonable grounds to believe that an investment by a non-Canadian “could be injurious to national security,” the Minister may send the non-Canadiana notice indicating that an order for review of the investment may be made. The review of an investment on the grounds of national security may occur whether or not aninvestment is otherwise subject to review on the basis of net benefit to Canada or otherwise subject to notification under the Investment Act.
Certain transactions, except those to which the national security provisions of the Investment Act may apply, relating to common shares of our Company are exempt fromthe Investment Act, including:
(a) the acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
(b) the acquisition of control of our Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose
	related to the provisions on the Investment Act, if the acquisition is subject to approval under the Bank Act, the Cooperative Credit Associations Act,the Insurance Companies Act or the Trust and Loan Companies Act; and

(c) the acquisition of control of our Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct

or indirect control in fact of our Company, through the ownership of common shares, remained unchanged.

Warrants

As of December 31, 2022, we had 5,395,481 Warrants issued and outstanding.

As of April 12, 2023, we had 5,395,481 Warrants issued and outstanding.

Each Warrant entitles the holder to purchase one common share in the capital of the Company (each, a “Warrant Share”) at an exercise price of US$4.25 per WarrantShare (the “Exercise Price”). The Warrants were immediately exercisable upon issuance, and will expire at 5:00 pm (New York time) on August 13, 2023 (the“Expiration Date”).

The Warrants have been issued pursuant to a warrant agent agreement dated as of August 9, 2018 (the “Warrant Agreement”) between our Company and VStockTransfer, LLC, as warrant agent (in such capacity, the “Warrant Agent”). Unless terminated earlier by the parties, the Warrant Agreement shall terminate 90 days after theearlier of the Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). Any Warrants that remain unexercised on the TerminationDate shall be automatically exercised by way of a cashless exercise on that date, as described below.

Our Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement, No. 333-222814, on Form F-1 (as amended from time totime, the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of certain securities, including the Warrantsand the underlying Warrant Shares. The Registration Statement was declared effective by the SEC on August 3, 2018.

The Warrants are in registered form and are evidenced by a global Warrant certificate (“Global Certificate”) in the form attached as Annex A to the Warrant Agreement.The Global Certificate has been deposited on behalf of our Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede &Co., a nominee of DTC. In the event that the Warrants cease to be eligible for registration in the name of Cede & Co., as DTC’s nominee, or in circumstances where it isno longer necessary to have the Warrants so registered, our Company may instruct the Warrant Agent to cause DTC to deliver the Global Certificate to the Warrant Agentfor cancellation, and the Company will instruct the Warrant Agent to deliver to each holder of Warrants (each, a “Holder”) separate certificates evidencing Warrants, inthe form attached as Annex C to the Warrant Agreement.

Our Company has agreed to cause the Warrant Shares purchased upon exercise of Warrants to be transmitted by the Company’s transfer agent (the “Transfer Agent”) tothe Holder by:

(a) crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian

system (“DWAC”) if our Company is then a participant in such system, and either (i) there is an effective registration statement permitting the issuance of theWarrant Shares to or resale of the Warrant Shares by Holder, or (ii) the Warrant is being exercised by way of cashless exercise; and

(b) otherwise by physical delivery of a certificate registered in our Company’s share register in the name of the Holder or its designee.

Such transmittal of Warrant Shares by the Transfer Agent to the Holder is to occur after the delivery to our Company of the Holder’s notice of exercise of Warrants (the“Notice of Exercise”) on that date (the “Warrant Share Delivery Date”) that is the earlier of:

(a) two trading days thereafter; and

(b) the number of trading days comprising the Standard Settlement Period.

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect towhich the Warrants have been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than inthe case of a cashless exercise) is received no later than the Warrant Share Delivery Date.
Under the Warrant Agreement, our Company cannot effect any exercise of a Warrant, and a Holder will not have any right to exercise any portion of a Warrant, if aftergiving effect to the issuance of Warrant Shares after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and anyother persons acting as a group together with the Holder or any of the Holder’s affiliates would beneficially own in excess of the Beneficial Ownership Limitation.Except otherwise expressly provided for in the Warrant Agreement, beneficial ownership is to be calculated in accordance with Section 13(d) of the Exchange Act, andthe rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of anyWarrants, 9.99%) of the number of common shares outstanding immediately after giving effect to the issuance of the common shares issuable upon exercise of theWarrant. The Holder, upon notice to our Company, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation inno event exceeds 9.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon exercise of the Warrantheld by the Holder. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, at its election, upon exercise, either pay a cashadjustment in respect of such fraction (in an amount equal to such fraction multiplied by the exercise price) or round the number of shares to be received by the holder upto the next whole number.
If our Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, our Company mustpay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the commonshares on the date of the applicable Notice of Exercise), $10 per trading day (increasing to $20 per trading day on the fifth trading day after such liquidated damagesbegin to accrue) for each trading day after such Warrant Share Delivery Date, until such Warrant Shares are delivered or Holder rescinds such exercise. We have agreedto maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
Under the Warrant Agreement:
●	“Standard Settlement Period” is defined to mean the standard settlement period, expressed in a number of trading days, on our Company’s primary TradingMarket with respect to our common shares as in effect on the date of delivery of the Notice of Exercise;
●	“Trading Market” is defined to mean any of the following markets or exchanges on which our common share are listed or quoted for trading on the date inquestion: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange; and
●	“VWAP” is defined to mean, for any date, the price determined by the first of the following clauses that applies: (a) if our common shares are then listed orquoted on a Trading Market, the daily volume weighted average price of the common shares for such date (or the nearest preceding date) on the Trading Marketon which the common share are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m.(New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the common share for such date (or the nearestpreceding date) on OTCQB or OTCQX as applicable, (c) if the common shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices forthe common shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to itsfunctions of reporting prices), the most recent bid price per common share so reported, or (d) in all other cases, the fair market value of a common share asdetermined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptableto our Company, the fees and expenses of which shall be paid by our Company.

Under the Warrant Agreement, we must use reasonable best efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectusincluded therein, or to file and maintain the effectiveness of another registration statement and another current prospectus covering the Warrants and the Warrant Shares,at any time that the Warrants are exercisable. We must provide to the Warrant Agent and each Holder prompt written notice of any time that we are unable to deliver theWarrant Shares via DTC transfer or otherwise without restrictive legend because:
(a) the SEC has issued a stop order with respect to the Registration Statement,
(b) the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(c) our Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(d) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder, or
(e) otherwise;
(each a “Restrictive Legend Event”).
If the Warrants cannot be exercised as a result of a Restrictive Legend Event, or if a Restrictive Legend Event occurs after a Holder has exercised Warrants but prior tothe delivery of the Warrant Shares, we must, at the election of the Holder, either (i) rescind the previously submitted notice of Warrant exercise, in which case we mustreturn all consideration paid for such Warrant Shares, or (ii) treat the attempted exercise as a cashless exercise, as described below, and refund the cash portion of theexercise price to the Holder. The Holder must make this election within five days of receipt of our notice of the Restrictive Legend Event.
If, following a Restrictive Legend Event, the Holder elects to proceed by way of a cashless exercise of the Warrants, the Holder will be entitled to receive the number ofWarrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:
	(A) = the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice ofExercise;
	(B) = the Exercise Price of the Warrant; and
	(X) = the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were bymeans of a cash exercise rather than a cashless exercise.
The Warrant Agreement also provides that any Warrants that remain unexercised on the Termination Date shall be automatically exercised by way of a cashless exerciseon that date.
If the Warrant Shares are issued in such a cashless exercise, then, in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registeredcharacteristics of the Warrants being exercised, and we will not take any position contrary thereto.
The Warrants are also subject to customary adjustment provisions, such as for stock dividends, subdivisions and the like, and certain fundamental transactions such asthose in which we directly or indirectly, in one or more related transactions effect any merger or consolidation of our Company with or into another entity, or we effectany sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets in one or a series of related transactions.

ElectraMeccanica Vehicles Corp.102 East 1st AvenueVancouver, BC, Canada V5T 1A41-604-428-7656 (SOLO)www.electrameccanica.com
	Exhibit 10.10
		June 23, 2021	Delivered and via email to huxy@zongshen.cn
		2021	年6月23日	由专人递送并发送至电子邮件
		Chongqing Zongshen Automobile Industry Co., Ltd.重庆宗申机车工业制造有限公司Zongshen Industrial Zone, Chaoyouchang, Banan District 400054, Chongqing, China中国重庆市巴南区炒油场宗申工业园，邮编：400054Attention: Mr. Xuan Yuan Hu, Chief Executive Office收件人：首席执行官胡显源先生Dear Mr. Hu,尊敬的胡先生：Re:主题：
				Manufacturing Agreement as between
		Electrameccanica Vehicles Corp. and Chongqing Zongshen Automobile Industry Co., Ltd.	公司与重庆宗申机车工业制造有限公司签署的
					制造协议
			Extension of Manufacturing Agreement
					制造协议展期
		Electrameccanica Vehicles Corp. (“we” or the “Company”) is very pleased to be writing to Chongqing Zongshen Automobile Industry Co.,Ltd. (“Zongshen” or the “Manufacturer”) in order to express our sincerest appreciation for our ongoing and successful relationship asgoverned, in part, by that certain Manufacturing Agreement, dated October 2017, as entered into by us (the “Manufacturing Agreement”).Electrameccanica Vehicles Corp.
						公司（以下简称“我方”或“我公司”）很高兴致函重庆宗申机车工业制造有限公司（以下简称“宗
		申”或“制造商”），表达我方对我们双方之间基于2017年10月签订的《制造协议》建立的持续和成功的合作关系的最诚挚的谢意。
		As set forth in the Manufacturing Agreement (section 8.1), we note that it has an initial term of four years with automatic one-year renewalperiods. Due to our valuable and ongoing relationship, due to the recent and very productive additional product design and engineeringwork performed by Zongshen for our Company, we wish to provide Zongshen a one-time compensation payment of RMB ¥10,000,000 (the“Extension Payment”) in order to both extend the current term of the Manufacturing Agreement for a further three years and to seek certainclarifications under the same for our mutual benefit (collectively, this “Amendment” herein).根据《制造协议》（第8.1条）的规定，该协议的初始期限为四年，到期后自动展期一年。鉴于我们双方之间宝贵且持续的合作关系，以及宗申最近针对我公司开展的非常有成效的附加产品设计和工程工作，我方愿意向宗申一次性补偿1000万元人民币（“展期款项”），以将《制造协议》的当前期限展期三年并且出于我们双方的共同利益，我方特此请宗申对该协议下的某些条款进行澄清（以下统称本“修正案”）。
		For the purposes of our mutual understanding, we confirm that any capitalized terms not otherwise herein defined shall have the meaningascribed to them in the Manufacturing Agreement. Corresponding, and in
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		order to provide for our better and collective understanding, the parties have herein agreed to clarify the following duties and obligations ofthe parties in relation to the Manufacturing Agreement, and accordingly, the following sections of the Manufacturing Agreement are herebyeither revised or deleted in their entirety with the following sections of this Amendment being substituted therefore:为便于我们双方共同理解，我方确认：除本函件另有定义外，所有英文文本中以大写形式表示的术语均具有《制造协议》中所赋予之含义。为便于我们双方取得更好的共同理解，双方在此同意对各自在《制造协议》下的以下责任和义务做出澄清。因此，《制造协议》中的以下条款将被全部修订或删除，替换为以下修正案条款：
		Section 1 Definitions. The definition of “Territory” under section 1 of the Manufacturing Agreement is hereby deleted in its entirety withthe following being substituted in its stead:第1节定义。特此删除第1节中对于“区域”的全部定义并由以下代替：
		“Territory” shall be defined as the People’s Republic of China (the “PRC”), Hong Kong, Macao, Taiwan, Brunei, Indonesia, Laos,Malaysia, Myanmar, the Philippines, Singapore, Thailand, Vietnam and, if permitted, Russia.“
		区域”应定义为中华人民共和国（缩写“PRC”），香港，澳门，台湾，文莱，印度尼西亚，老挝，马来西亚，缅甸，菲律宾，新
		加坡，泰国，越南及，如果允许，俄罗斯。
		Section 1 Definitions. The definition of “Further Territory” is added under section 1 of the Manufacturing Agreement as follows:第1节定义。在制造协议第一节增加了“延展区域”的如下定义：
		“Further Territory” shall be defined as all 27 countries currently comprising the European Union: consisting of Austria, Belgium,Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.“
		延展区域”应定义为目前组成欧盟的所有 27 个国家：包括奥地利、比利时、保加利亚、克罗地亚、塞浦路斯、捷克、丹麦、爱
		沙尼亚、芬兰、法国、德国、希腊、匈牙利、爱尔兰、意大利、拉脱维亚、立陶宛、卢森堡、马耳他、荷兰、波兰、葡萄牙、罗马尼亚、斯洛伐克、斯洛文尼亚、西班牙和瑞典。
		Section 2.1 Manufacturing License of the Manufacturing Agreement is hereby deleted in its entirety with the following section beingsubstituted in its stead:特此删除《制造协议》第 2.1 节《制造许可证》的全部内容，并以以下部分代替：
		Exclusive License to Manufacture for the Territory during the Term and any renewal thereof. Subject to the terms of this Agreement, andsubject to the Manufacturer meeting EMV’s requirements for quality, price and lead-time, EMV grants to the Manufacturer, and theManufacturer accepts, an exclusive, non-transferable (without the right to sublicense) and royalty-free license, in accordance with EMV’sProprietary Rights in the Territory, during the Term (as hereinafter defined) and any renewal of this Agreement, to manufacture the Productsonly in the Territory; provided that such manufacturing is at the Manufacturer’s own cost for the purchase of the components of eachPurchase Order as well as the assembling cost for finished products in accordance with the terms of this Agreement (the “License toManufacture”).在授权区域和合约期内及续约期间，向制造商授予独家许可。根据本协议的条款，并在制造商满足EMV对质量、价格和交货时间的要求的前提下，EMV在该区域内授予制造商（且制造商接受）独家、不可转让（无再许可权）的专有权利，在协议期限（见后文定义）及协议的续约期内的区域内生产
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		产品；前提是，根据本协议（“制造许可”）的条款，每个采购订单的零部件采购成本以及成品的制造成本由制造商自行承担。
		Exclusive License to use the Specifications and the EMV Firmware for the Territory during the Term and any renewal thereof. Subject tothe terms of this Agreement, and subject to the Manufacturer meeting EMV’s requirements for quality, price and lead-time, EMV herebyalso grants the Manufacturer an exclusive, non-transferable (without the right to sublicense) and royalty-free license, in accordance withEMV’s Proprietary Rights in the Territory, during the Term and any renewal of this Agreement, to use the Specifications and to copy theEMV firmware as may be provided by EMV from time to time to the Manufacturer for the sole purpose of manufacturing the Products tofulfil Purchase Orders provided by EMV to the Manufacturer at each EMV-approved Manufacturer manufacturing facility in accordancewith the terms of this Agreement (the “License to the Specifications and EMV Firmware”).在授权区域和合约期内及续约期间，授予该产品规格和EMV固件的独家许可。根据本协议的条款，并在制造商满足 EMV 对质量、价格和交货时间的要求的前提下，EMV 在此还授予制造商独家、不可转让（无再许可权）的专有权利，根据 EMV 在该地区的所有权，在本协议的期限内和续约期间，使用EMV可能陆续提供给制造商的产品规格及复制EMV的固件，其唯一目的是为了满足根据本协议的条款，在每个经EMV 批准的制造商的生产设备上制造采购订单的产品的需要（“产品规格和EMV 固件的许可”）。
		Other terms of the License to Manufacture and the License to the Specifications and EMV Firmware for the Territory. Unless otherwiseagreed by the parties, during the Term and any renewal of this Agreement:授权区域内的制造许可的其他条款，以及产品规格和EMV固件的许可。除非双方另有约定，在本协议有效期和任何续约期间：
			(a)	Maintain Licenses - the parties hereby agree not to directly or indirectly do anything that might impair, jeopardize, violate,infringe, dilute, depreciate, prejudice, derogate from, tarnish or disparage either of the within License to Manufacture orLicense to the Specifications and EMV Firmware under any circumstances;
				维护许可——双方特此同意任何情况下不直接或间接地做任何可能损害、危害、违反、侵犯、淡化、贬低、损害、减
			损、玷污或贬低制造许可、产品规格和EMV固件许可的任何事情；
			(b)	Only facility in PRC – other than as provided in clause (d) below, the current facilities of the Manufacturer shall be the onlymanufacturing factory for all Products produced in the PRC under the License to Manufacturer and the License to theSpecifications and EMV Firmware;
				中国的唯一设施——除下文 (d) 条规定外，制造商的现有设施，根据制造商	许可证以及产品规格和EMV固件的许
			可，应是在中国生产所有产品的			唯一制造工厂；
			(c)	Other facilities - EMV and its related parties shall not set up other manufacturing plants in the PRC with any third partieswithout Zongshen’s prior written consent; and
				其他设施——未经宗申事先书面同意，EMV及其关联方不得与任何第三方在中国设立其他制造工厂；
			(d)	Right of first refusal for other facilities - Zongshen shall have a right of first refusal to participate in the development andfinancing by EMV and its related parties of any manufacturing plant in the Territory outside of the PRC.
				其他设施的优先取舍权 - 宗申拥有参与 EMV 及其关联方在中国境外的任何制造工厂的新建和融资的优先取舍权。
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		Right to Manufacture and deliver Products for the Further Territory during the Term. Subject to the terms of this Agreement, and subject tothe Manufacturer meeting EMV’s requirements for quality, price and lead-time on a competitive basis, EMV grants to the Manufacturer, andthe Manufacturer accepts, an exclusive, non-transferable and royalty-free right, in accordance with all of EMV’s Proprietary Rights in theFurther Territory, during the Term of this Agreement, to provide EMV with commercially reasonable competitive quote(s) to manufactureand deliver Products from its current manufacturing plant in the PRC as are necessary to fulfil Purchase Orders for Products made by EMVfor any country in the Further Territory (the “Right to Manufacture”); provided, however, that such Right to Manufacture shall only exist ifthere is no other manufacturing plant in the Further Territory able to fulfill such Purchase Orders and, furthermore, that such manufacturingis at the Manufacturer’s own cost for the purchase of the components of each Purchase Order as well as the assembling cost for finishedproducts in accordance with the terms of this Agreement.在合约期限内为延展区域制造和交付产品的权利。根据本协议的条款，制造商在提供有竞争力的，能够满足EMV对质量、价格和交货周期的要求的基础上，EMV授予制造商，（且制造商接受）独家、不可转让的专有权利；在本协议有效期内，根据 EMV在延展区域的所有专有权利，向 EMV 提供商业上合理的有竞争力的报价，以从其目前在中国的制造工厂制造和交付产品，以满足EMV为延展区域内的国家的采购订单制造产品的需要（“制造权”）；但仅当延展区域内没有其它制造工厂能够履行此类采购订单的情况下，才存在此类制造权，此外，根据本协议的条款，由制造商自行承担零部件的采购成本以及成品的制造成本。
		Non-exclusive Right to Sell and Distribute for outside the Territory and the Further Territory during the Term. Subject to the terms of thisAgreement, and subject to the Manufacturer meeting EMV’s requirements for quality, price and lead-time on a commercially reasonablecompetitive basis, EMV grants to the Manufacturer a non-exclusive, non-transferable and royalty-free right, in accordance with EMV’sProprietary Rights in the Territory, during the Term of this Agreement, to sell and distribute the Products outside of the Territory and theFurther Territory (the “Non-exclusive Right to Sell and Distribute”). In this respect Zongshen acknowledges and agrees that the Non-exclusive Right to Sell and Distribute will at all times remain subject to the following limitations:在合约规定的授权区域和延展区域内，销售和分销的非独家授权。根据本协议的条款，制造商在提供商业上合理的有竞争力的，能够满足EMV对质量、价格和交货周期的要求的基础上，EMV授予制造商非独家、不可转让的专有权利，在本协议有效期内，根据EMV的授权，可以在授权区域以外和延展区域上销售和分销产品（“非独家销售和分销权利”）。在这方面，宗申承认并同意，非独家的销售和分销权将始终受到以下限制：
			(a)	No Modification or Reverse Engineering – Zongshen will not directly or indirectly modify, or in any way alter (excludingconfiguration expressly permitted) the whole or any part of the EMV Specifications or EMV Firmware, nor will Zongshendecompile, disassemble, reconstruct, decrypt, reverse assemble, reverse engineer or make derivative works based on thewhole or any part of the EMV Specifications or EMV Firmware;不得修改或逆向工程——宗申不会直接或间接修改或以任何方式更改（明确允许的配置除外）全部或任何部分EMV
					参数规范或 EMV 固件，宗申也不会反编译、反汇编、重构、解密、逆向基于 EMV 规范或 EMV 固件的全部
				或任何部分组装、逆向工程或制作衍生作品；
			(b)	Limited Use—Except as permitted by EMV, Zongshen will not directly or indirectly license, sublicense, transfer, assign, orotherwise commercially exploit the EMV Specifications or EMV Firmware technology in any way except as permitted byEMV; and
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			限制使用——除非 EMV 允许，宗申不会以任何方式直接或间接许可、再许可、转让、转让或以其他方式商业利用EMV
				参数规范或 EMV 固件技术，除非 EMV 允许；
					(c)	Distribution Agreements - Zongshen will ensure that any distribution arrangement is at least as protective of the EMVSpecifications or EMV Firmware as this Agreement.分销协议 - 宗申将确保任何分销措施至少像本协议一样保护 EMV 参数规范或 EMV 固件。
		Section 3.4 Target Purchase Volume of the Manufacturing Agreement is hereby deleted in its entirety with the following section beingsubstituted in its stead:全部删除第3.4条“制造协议的目标采购量”，并替换为以下条款
		“3.4 Target Annual Purchase Volume“3.4
		年目标采购量
		Under this Agreement, and subject to the Manufacturer meeting EMV’s requirements for quality, price, configuration and lead-time, andbeing granted the manufacturing license hereunder, the parties will, on an annual basis, use their reasonable commercial efforts to negotiatein good faith and agree upon a quantity of vehicles to be produced and delivered for the subsequent 12 month period (the “Annual Term”)prior to March 31 of each year to be known as the “Target Annual Purchase Volume” herein.根据本协议，在制造商满足 EMV 对质量、价格、配置和交货时间的要求并获得本协议项下的制造许可的前提下，双方将于每年3月31日前利用其合理的商业努力进行善意谈判并同意在随后的 12 个月期间（“年度期限”）生产和交付的车辆数量，称为“目标年度购买量”。
		In this respect it is hereby acknowledged and agreed that the Target Annual Purchase Volumes for each of the initial 30 months during theTerm (as herein defined) of this Agreement – that being from each of June 1, 2021 to May 31, 2022, from June 1, 2022 to May 31, 2023 andfrom June 1, 2023 to May 31, 2024 (collectively, the “First Annual Terms”) - have already been agreed to and are set forth in a separateletter addendum to this Agreement which will be executed contemporaneously herewith. In this respect it is hereby also acknowledged andagreed that the Target Annual Purchase Volumes for each period shall be a combination of knock-down kits and/or complete vehicles (theratio of knock-down kits to complete vehicles to be determined by both parties ).在这方面，特此承认并同意，在本协议期限（如本文定义）期间的最初 30 个月中的每一个月的目标年度采购量 - 即从 2021 年 6月 1 日到 2022 年 5 月 31 日，从 2022 年 6 月 1 日至 2023 年 5 月 31 日和 2023 年 6 月 1 日至 2024 年 5 月 31 日（统称为“第一年度条款”） - 已被同意并在本协议附加的单独信函中规定并与此同时执行。在这方面，特此也承认并同意，每个时期的目标年度采购量应为散件和/或整车的组合（散件与整车的比例由双方决定）。
		Should EMV fail to be in a position to order the entire Target Annual Purchase Volume previously agreed to for an Annual Term; includingfor the First Annual Terms (the “Volume Shortfall”), EMV will, upon its prior receipt and approval of an accounting summary prepared bythe Manufacturer respecting such Volume Shortfall, offset payment to the Manufacturer to cover any such under-utilized labor and operatingexpenses incurred by the Manufacture and related to the unfavorable Volume Shortfall for that Annual Term (the “Offset Payment”); withsuch Offset Payment being equal to by RMB ¥1,500,000 per month (i.e., RMB ¥18,000,000 per year) to cover any such under-utilized laborand operating expenses incurred by the Manufacture related to the Volume Shortfall. The amount of the Offset Payment shall be confirmedby both parties by the end of each Annual Term and settled and paid within 30 days of the end of each Annual Term.
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		The Volume Shortfall for each Annual Term shall be determined as a percentage of the previously agreed to Target Annual Purchase Volumethat has not been fulfilled by the end of its Annual Term. For example, if there is a Volume Shortfall of 10% of the total Target AnnualPurchase Volume then the amount to cover the resulting under-utilization Offset Payment shall be RMB¥1,800,000”.如果 EMV 无法采购之前商定的全年目标年度采购量，包括第一年度条款（“数量不足”），EMV 将根据其事先收到并批准的、制造商针对此类数量不足准备的会计报表，补偿制造商因数量不足带来的未充分利用的人力和运营费用（“补偿付款”）；此补偿付款为每月人民币 1,500,000 元（即每年人民币 18,000,000 元），以支付制造商因数量不足而产生的任何此类未充分利用的人力和运营费用。补偿付款的金额应在每个年度期限结束时由双方确认，并在每个年度期限结束后的 30 天内结算和支付。每个年度期限的数量不足应确定为之前商定的年度采购量目标在年度期限结束时尚未完成部分的百分比。例如，如果存在10%的总目标年度采购量未完成，则支付的补偿付款的金额应为人民币 1,800,000 元。
		Section 4.1 Forecasts of the Manufacturing Agreement is hereby deleted in its entirety with the following section being substituted in itsstead:全部删除《制造协议》第4.1条“预测”，并替换为以下条款：
		“4.1 Forecasts“4.1
		预测
		On a periodic basis, EMV shall provide the Manufacturer with a latest six-month rolling forecast of Product requirements (the “Forecast”).The Forecast will be in alignment with the Target Annual Purchase Volume for that Annual Term.”.EMV
			应定期向制造商提供最新的六个月产品需求滚动预测（以下简称“预测”）。预测应与年度期限内的年目标采购量保持一致。
		The initial paragraph of Section 4.2 Purchaser Orders of the Manufacturing Agreement is hereby deleted in its entirety with the followingparagraph being substituted in its stead:全部删除《制造协议》第4.2条“采购订单”的第一段，并替换为以下条款：
		“4.2 Purchase Orders“4.2
		采购订单
		EMV will order Products by issuing Purchase Orders to the Manufacturer. Each Purchase Order will include, at a minimum, quantities ofProduct required, the bill of materials (“BOM”) version and the price and lead-time/requested delivery dates. The Manufacturer willconfirm receipt of, and accept, all Purchase Orders conforming hereto within seven business days of receipt. The Manufacturer shall basesuch confirmations on its manufacturing capability and spare reasonable business efforts to satisfy all Purchase Orders that substantiallyconform with the most recent Forecast issued by EMV. Due to the long purchase and manufacturing lead-time, EMV shall pay theManufacturer 50% of total amount of a Purchase Order as an advance payment to relieve the financial pressure on the Manufacturer and thesupply chains. EMV shall pay the Manufacturer 50% of the total amount of a Purchase Order as an advance payment within five businessdays upon the confirmation of the Purchase Order by the Manufacture.”.EMV
			将通过向制造商发出采购订单来订购产品。每份采购订单应至少包括产品需求数量、物料清单（“BOM”）、价格和交货周
		期/要求交货日期。制造商在收到所有采购订单后应予以确认，并在收到后七个工作日内接受符合本协议要求的所有采购订单。制造商应根据其制造能力进行此类确认，并
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		做出合理的商业努力，以满足与 EMV 发布的最新预测基本一致的所有采购订单。因采购及制造周期较长，为缓解制造商和供应链的资金压力，新订单需EMV支付50%的预付款。EMV应在经制造商确认订单后5个工作日内向制造商支付该笔采购订单总金额的50%作为预付款。
		Section 4.3 Manufacturer Assessment of the Manufacturing Agreement is hereby deleted in its entirety with the following section beingsubstituted in its stead:全部删除《制造协议》第4.3条“制造商评估”，并替换为以下条款：
		“4.3 Manufacturer Assessment“4.3
		制造商评估
		Based on the Forecast, EMV and the Manufacturer shall meet at least quarterly to set and update mutually agreeable key performancetargets in a variety of areas including, without limitations, annual or BOM version pricing, lead-time, quality and on-time delivery. EMVshall evaluate the Manufacturer’s performance against such targets and the parties shall use reasonable commercial efforts to agree oncorrective actions as soon as possible thereafter.”.根据预测，EMV和制造商应至少每季度召开一次会议，共同设定并更新各领域的关键绩效目标，包括但不限于年度定价或BOM定价、交货周期、质量和按时交货。EMV应按照这些目标评估制造商的绩效，且双方应尽合理商业努力尽快商定纠正行动。”
		Section 4.4 Response Time of the Manufacturing Agreement is hereby deleted in its entirety with the following section being substituted inits stead:全部删除《制造协议》第4.4条“响应时间”，并替换为以下条款：
		“4.4 Response Time“4.4
		响应时间
		The Manufacturer shall use commercially reasonable efforts to manufacture and deliver Products in accordance with the Purchase Ordersissued by EMV. If the Manufacturer is unable to meet the delivery schedule set forth in a Purchase Order, the Manufacturer shall notifyEMV within seven business days following EMV’s issuance of such Purchase Order. If the Manufacturer subsequently becomes aware ofcircumstances that may lead to delays in delivery, the Manufacturer shall notify EMV as soon as reasonably possible.制造商应尽合理的商业努力，根据EMV发出的采购订单制造和交付产品。如果制造商无法满足采购订单中规定的交货计划，制造商应在EMV发出采购订单后的七个工作日内通知EMV。如果制造商随后发现可能导致交货延迟的情况，制造商应在合理可能的情况下尽快通知EMV。
		The Manufacturer will make commercially reasonable efforts to deliver Products on or prior to the delivery date indicated on the PurchaseOrder (the “Delivery Target”). In order for a Product to be included as an on time delivery each Product needs to also meet allSpecifications and quality targets. The assessment of whether the Delivery Target has been achieved shall be calculated on a per shipmentbasis.”.制造商将尽合理的商业努力，在采购订单上注明的交货日期当天或之前交付产品（“交付目标”）。为使产品按时交付，每个产品都需要满足所有技术规范要求和质量目标。应对每批交付产品进行评估，确定其是否达到交付目标。”。
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		Subsection 4.5.2 Order Specification Adjustment of the Manufacturing Agreement is hereby deleted in its entirety with the followingsubsection being substituted in its stead:全部删除《制造协议》第4.5.2条“订单细则调整”，并替换为以下条款：
		“4.5.2 Order Specification Adjustment“4.5.2
			订单细则调整
		After the Manufacturer’s acceptance of a Purchase Order, and in case of order specification adjustments made within the lead-time as setforth in each Purchase Order, EMV shall inform the Manufacturer in written form as soon as reasonably possible. The Manufacturer willuse commercially reasonable efforts to meet the changes requested by EMV, and will quote any applicable charges resulting from changes incosts and lead-time associated with any such specification adjustment. EMV shall bear such charges, subject to an updated Purchase Orderbeing signed by both parties. In the event that any such specification adjustment results in the Manufacturer accumulating stock, which is nolonger suitable for use by Manufacturer in mass production, EMV shall reimburse the costs actually incurred by the Manufacturer inaccumulating such stock.在制造商接受采购订单后，如果在各采购订单规定的交货周期内调整订单规范，EMV应在合理可能的情况下尽快以书面形式通知制造商。制造商将尽合理的商业努力满足EMV要求的变更，并将对与任何此类规范调整相关的成本和交付周期变化所产生的任何适用费用进行报价。在双方对更新后的采购订单进行签字后，EMV应承担这类费用。如果任何此类规范调整导致制造商库存积累，且库存不再适合制造商在批量生产中使用，EMV应补偿制造商因库存累积而实际产生的成本。
		In order to maintain and increase levels of production quantities, the Manufacturer will work diligently to reduce the BOM costs to mitigatetariffs and reduce landed costs for Product sales in the United States and Canadian markets.为了维持和提高生产量，制造商将努力降低BOM成本，以减少关税，降低产品在美国和加拿大市场销售的落地成本。
		If there is an opportunity or desire to make any change to a component or any part of the vehicle, for any reason, including cost savings orefficiency, this should be proposed in writing, mutually agreed, and approved prior to any implementation.”.如果有机会或需求对机车部件或任何部分进行任何更改，无论出于何种原因，包括节省成本或提高效率，应以书面形式提出，并在实施前征得双方同意和批准。”。
		Section 5.1 Invoices and Payment of the Manufacturing Agreement is hereby deleted in its entirety with the following section beingsubstituted in its stead:全部删除《制造协议》第5.1条“发票和付款”，并替换为以下条款：
		“5.1 Invoices and Payment“5.1
		发票和付款
		Invoices and Payment terms for vehicles and ancillary parts and associated products and/or services will be governed by EMV’s GeneralPurchasing Terms and Conditions document which shall form a part of all Purchase Orders and which may be inclusive of specific terms inthe Purchase Orders themselves.”.机车和附属部件及相关产品和/或服务的发票和付款条款受EMV《通用采购条款和条件》文件的制约。该文件构成所有采购订单的一部分，可能包括采购订单本身的具体条款。”。
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		Section 5.2 Pricing of the Manufacturing Agreement is hereby deleted in its entirety with the following section being substituted in its stead:全部删除《制造协议》第5.2条“定价”，并替换为以下条款：
		“5.2 Pricing“5.2
		定价
		The price of Products will be determined by both parties as agreed to in accordance with the BOM level being purchased.产品的价格由双方根据BOM采购标准商定。
		The Manufacturer shall have the right to make modifications to Product pricing, upon providing EMV with not less than sixty days’ noticeof any such price modification, when the price of a raw material or materials over a then six month prior period have experienced anaggregated average variation of price of not less than 5% when comparted to the window query of Chinese futures trading; provided that nosuch price modifications will apply to any Purchase Orders already submitted by EMV at such time or within such sixty day period. 当一种或多种原材料的价格在过去六个月内相对于中国期货交易窗口查询价的总体平均变动率不少于5%时，制造商有权对产品定价进行修改，前提是需向EMV发出不少于六十天的价格修改通知，但该等价格修改不适用于EMV在原材料价格总体平均变动率不少于5%时或该等六十天通知期内提交的任何采购订单。
		Subject to the above, if there is a change in either export tax or import tax or tariff policy in either China or the United States or Canada theparties will inform each other in writing as soon as possible and both parties shall discuss and agree on any price changes to be applied priorto any change in price being effective.”.根据上述规定，如果中国或美国或加拿大的出口税或进口税或关税政策发生变化，双方应尽快以书面形式通知对方，同时双方应在任何价格变更生效之前，讨论并商定价格变更。”。
		Section 5.5 Shipping Reports of the Manufacturing Agreement is hereby deleted in its entirety with the following section being substitutedin its stead:全部删除《制造协议》第5.5条“装运报告”，并替换为以下条款：
		“5.5 Shipping Reports“5.5
		装运报告
		The Manufacturer shall provide written shipping reports to EMV for each delivery. Such reports shall include information concerning allshipments of Products on that day, including the type of Products, quantities and the name/address of shipping destination, and electronicbill of lading.”.制造商应就每次交货向EMV提供书面装运报告。此类报告应包括有关当天所有装运产品的信息，包括产品型号、数量和运输目的地名称/地址以及电子提单。”
		Section 5.6 Inspection and Claim of the Manufacturing Agreement is hereby deleted in its entirety with the following section beingsubstituted in its stead:全部删除《制造协议》第5.6条“检查与索赔”，并替换为以下条款：
		“5.6 Inspection and Claim“5.6
		检查与索赔
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		EMV has the right to examine the goods on receipt at the EMV facility, and has 15 business days to notify the Manufacturer of any claim fordamages on account of the condition, grade or quality of the goods, or non-conformity to the Specifications (each, a “Claim Notice”). EachClaim Notice must set forth the basis of the claim in reasonable detail. EMV acknowledges that failure to notify the Manufacturer of a claimwithin specified period in reasonable detail shall constitute acceptance of the goods.EMV
			有权在其场所内收到货物时对货物进行检查。如果货物状态、等级或质量存在问题或货物不符合规范要求，EMV可在收到
		货后15个工作日内向制造商发出索赔通知（“索赔通知”）。每份索赔通知必须合理、详细地说明索赔的依据。EMV确认，如果未在规定期限内向制造商发出合理、详细的索赔通知，则视为接受货物。
		Within 10 business days upon receiving a Claim Notice from EMV, the Manufacturer shall analyze and respond to the Claim Notice. TheManufacturer shall promptly replace or repair, at the Manufacturer’s sole expense, any defective Products arising from the assembly ormanufacturing by the Manufacturer due to failure of the set Standards and Specifications within the Product Warranty Period and including,without limitation, related shipping expenses. The replacement parts are preferred to be shipped by vessel together with the next shipmentof mass production Purchase Order. Shipment by air will be confirmed by both parties in emergency cases.”.在收到EMV发出的索赔通知后10个工作日内，制造商应分析并响应索赔通知。对于在产品质保期内因制造商组装或制造不符合规定标准和规范而产生的任何缺陷产品，制造商应立即更换或维修，费用由制造商承担，包括但不限于相关装运费用。更换零件尽量与下批批量生产的采购订单货物一起通过船舶运输。在紧急情况下，经双方确认后，可采用空运方式。”
		Section 8.1 Term of the Manufacturing Agreement is hereby deleted in its entirety with the following section being substituted in its stead:全部删除《制造协议》第8.1条，并替换为以下条款：
		“8.1 Term“8.1
		有效期”
		This Agreement shall have a three-year Term commencing on June 1, 2021 and shall automatically renew for additional one year Termsunless earlier terminated by either party under this Agreement”.本协议自2021年6月1日起生效，有效期为三（3）年，到期自动展期一年，除非任何一方根据本协议提前终止本协议。”
		Save as hereby amended, the Manufacturing Agreement remains in full force and effect as unamended. This Amendment shall form a partof the Manufacturing Agreement for all purposes, and each of the parties shall be bound hereby. From and after the execution of thisAmendment by the parties, any reference to the Manufacturing Agreement shall be deemed a reference to the Manufacturing Agreement asamended hereby.除经修订的条款外，本《制造协议》的其他条款仍具有完全效力。本修正案应构成《制造协议》的一部分，且各方应受其约束。在双方签署本修正案后，任何提及《制造协议》的情况，均应视为是指经修订的制造协议。
		This Amendment constitutes the entire agreement to date between the parties and supersedes every previous agreement, communication,expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between theparties hereto with respect to the subject matter of this Amendment. This Amendment will ensure to the benefit of and will be binding uponthe parties and their respective successors and assigns. Time will be of the essence of this Amendment. The
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		parties hereby, jointly and severally, covenant and agree to forthwith, upon request, execute and deliver, or cause to be executed anddelivered, such further and other deeds, documents, assurances and instructions as may be required by the parties or their respective counselin order to carry out the true nature and intent of this Amendment. This Amendment may be signed by the parties in as many counterparts asmay be necessary, each of which so signed being deemed to be an original, and such counterparts together shall constitute one and the sameinstrument and, notwithstanding the date of execution, will be deemed to bear the date as set forth on the front page of this Amendment.本修正案构成双方迄今为止的完整协议，并取代双方之前有关本修正案标的物的所有协议、沟通、期望、谈判、陈述或理解，无论是口头的或书面的、明示的或暗示的、法定的或其他的。本修正案对双方具有约束力，并保障双方及其各自继承人和受让人的利益。时间对本修正案极为重要。双方在此共同且分别承诺并同意，将应要求，立即签署和交付或促使签署和交付另一方或其律师可能要求签署的其他契约、文件、保证和指示，以实现本修正案的真实性质和意图。本修正案可由各方根据需要签署一式多份副本。该等副本均应视为原件，且这些副本应构成同一份文书，不论何时签署，均视为签署于本修正案首页载明的日期。
		We thank you in advance for your consideration of this Amendment and the Extension Payment shall be paid through onetime transferwithin 30 business day after this Amendment is executed by both of us.我方提前感谢贵方对本修正案的考虑。展期款项将在双方签署本修正案后30个工作日内一次性支付。
		The parties agree to use their reasonable commercial efforts to set out any further and specific operating details required under theManufacturing Agreement resulting from this Amendment in such supplemental agreements and understanding as may be necessary in orderto better administer the Manufacturing Agreement through this Amendment going forward.双方将就具体操作细则如设计定型的定义、研发流程、质量验收标准、售后服务等另行协商并于进一步补充协议中明确约定。
		Thank you in advance, and kindest regards,
		先在此敬謝！顺颂商祺！
		Electrameccanica Vehicles Corp.Electrameccanica Vehicles Corp.
			公司
		Per:代表：
		/s/ Paul Rivera_________Signatory: Paul Rivera签字人：Paul RiveraTitle: President and Chief Executive Officer职位：首席执行官
		The within Amendment and the payment of the Extension Payment is hereby acknowledged and accepted by Zongshen on this ____ day ofJune, 2021, by:2021
		年4月____日，下述人员代表宗申确认收到并接受本函件所载之修正案与提出的展期款项：
		Chongqing Zongshen Automobile Industry Co., Ltd.重庆宗申机车工业制造有限公司
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		Per:代表：
		/s/ Xuan Yuan HuSignatory: Xuan Yuan Hu签字人：Title: Chief Executive Officer职位：
		法律_36095406.1LEGAL_41086744.1

Exhibit 10.12
	ELECTRAMECCANICA USA, LLCArizonawww.electrameccanica.com
				CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPETHAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
					EMPLOYMENT AGREEMENT
						This Employment Agreement (“Agreement”) is entered into as of this 25 day of May, 2022, by and between ELECTRAMECCANICA USA, LLC (the
				“Company”), an Arizona limited liability company, and Dean Anthony Dent, II an individual residing at [****] (“Employee”). The parties agree that this Agreementshall be effective as of August 15, 2022 (“Effective Date”), and further agree that this Agreement shall supersede and replace any prior employment agreements. Inconsideration of the mutual promises set forth herein and with the intent to be legally bound hereby, the parties agree that the Company shall employ Employee, andEmployee accepts employment with the Company, upon the terms and conditions set forth below. This is a conditional offer of employment contingent upon passing abackground check.
				1.		PROVISIONS OF EMPLOYMENT.a. Title/Position. The Company employs Employee in the position of General Counsel, which is an exempt position. Employee shall work on a full-time
				basis for the Company. Employee’s employment with the Company will commence as of August 15, 2022 (“Start Date”).
						b. Job Duties. Employee shall perform such duties as are usually associated with the position of General Counsel and other duties as may be assigned to
				Employee from time to time by supervisor and the Company. A copy of Employee’s job description is attached to this Agreement as Exhibit B. This job description isneither intended to be, nor is, an all-inclusive list of Employee’s responsibilities; rather, the description is intended as a guide for Employee’s success. Employee agrees toperform those duties with the highest standard of care and duty of loyalty in furtherance of the success and welfare of the Company.
						c. Duty of Loyalty. During the term of employment, Employee shall devote Employee’s full business time and energies to advance the success and welfare of
				the Company and will not engage in any other business or commercial activity that interferes with Employee’s obligations to the Company.
						d. Compliance with the Company’s Confidentiality Agreement and Policies. As an express provision of Employee’s employment with the Company, Employee
				hereby accepts the terms of the Confidentiality and Intellectual Property Assignment Agreement (the “Confidentiality Agreement”), attached hereto as Exhibit A, andwill execute the Confidentiality Agreement concurrently with this Agreement or as soon thereafter as practicable. Employee also agrees to comply with the Company’spolicies, procedures, standards, and regulations from time to time established.
				2.		NO PERIOD OF EMPLOYMENT.a. At Will Relationship. The nature of the employment relationship between the Company and Employee is at will and may be terminated by either Employee
				or the Company at any time, with or without advance notice, for any lawful reason or for no reason, with or without cause. Nothing contained in this Agreement, in anyoral communication by any agent of the Company, or in any written or unwritten policies of the Company, shall be construed as establishing anything other than anemployment at will relationship.
				3.		COMPENSATION.a. Salary. Commencing as of August 15, 2022, the Company shall pay Employee a salary of Two Hundred and Ninety-Five Thousand Dollars and No Cents
				($295,000.00) per year (“Salary”). This Salary is payable to Employee on the Company’s regular paydays, in equal installments, less the usual, customary, and
		Page 1 of 16
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			Employee Initials/Date

Dent, Tony – Employment Agreement	May 25, 2022
lawful deductions. The Salary shall be paid to Employee in accordance with the Company’s usual payroll practices.
				b. Employee Bonus Plan. Employee will be eligible to participate in the Company’s employee discretionary bonus plan. Employee will be eligible to receive
an annual discretionary bonus of 35% of Employee’s base salary, prorated in the first year of employment. The Company reserves the right to amend the employee bonusplan at any time, in its sole discretion.
				c. Signing Bonus. The Company agrees to pay a signing bonus of $40,000.00 USD, less required deductions to Employee (payable on the first eligible pay
period after Employee’s Start Date). Employee agrees that if Employee voluntarily resigns or is terminated for Cause (as defined below) before August 15, 2024,Employee will be required to repay the full amount of the signing bonus to the Company. Employee agrees to such repayment obligation and if any repayment is due tothe Company pursuant to this Section, Employee agrees that the amount of the repayment due is payable in full immediately via personal check or payroll deduction andEmployee further agrees to permit the Company to deduct this amount from any monies or benefits due to Employee including wages, bonuses, reimbursements and/orexpenses and any remaining amounts are Employee’s responsibility, payable via personal check immediately but in no event later than thirty (30) days of Employee’s lastday of employment with the Company..
				d. Stock Options. Employee may be eligible to participate in the Company’s Stock Option Program after completing three (3) months of employment with the
Company. Stock Options are determined, approved and issued by the Board of Directors (“the Board”), at the sole discretion of the Board. If approved by the Board,Employee will be eligible to receive a grant of up to 100,000 Stock Options, in accordance with the Company’s Stock Option Program.
				e. Benefits. Employee will be eligible to participate in the Company’s extended health & benefits program. Benefits eligibility begins on the first day of the
month following Employee’s start-date. The Company retains the right to change any part of its benefit coverage, eligibility criteria or any other aspect of the benefitsprogram. The Company has the right to change benefit providers at any time it deems appropriate.
4.				TIME OFF OF WORK.a. Paid Vacation. Employee will be eligible to earn paid vacation in the amount of Four (4) weeks per year, which shall accrue in accordance with the
Company’s Paid Vacation Policy, which may be amended from time-to-time.
				b. Holidays and Paid Sick Leave. Employee shall be entitled to any paid holidays observed by the Company, in accordance with the Company’s standard
policies. Employee shall also be entitled to sick leave in accordance with the Company’s Arizona Paid Sick Leave Policy, which may be amended from time-to-time. Nopayment shall be made to Employee for accrued but unused sick days or holidays in the event Employee resigns or Employee is terminated by the Company.
5.				EXPENSES AND TRAVEL.a. Relocation Expenses. The Company will reimburse Employee for up to $30,000.00 in costs associated with relocating to Arizona. To be reimbursed,
Employee must submit documentation consistent with and in compliance with the Company’s expense reimbursement policies. All reimbursement requests must besubmitted within 30 days of the date that the relocation expense was incurred, and the Company will reimburse the Employee for the relocation expenses within 30 daysof receiving the reimbursement request. Pursuant to applicable law, Employee agrees that Employee will pay any employment, income or other taxes that are required tobe paid in connection with Employee’s receipt of these relocation benefits. In determining the level of relocation benefits to provide, the Company considered thetaxability of the relocation benefits and, as a result,
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Dent, Tony – Employment Agreement	May 25, 2022
the Company will not gross Employee up for any taxes that may be due in connection with the relocation benefits. If Employee’s employment with the Companyterminates as a result of resignation before the one-year anniversary of the Employee’s relocation to Mesa, Arizona where Employee received a reimbursement forrelocation, then Employee shall repay the Company the full amount reimbursed under this paragraph. If Employee’s employment with the Company terminates for as a result of resignation before the two-year anniversary from when Employee received a reimbursement for relocation, then Employee shall repay the Company 50% of the amount reimbursed under this paragraph. In either event, by entering into this Agreement, Employee authorizes the Company to deduct any sums due under this paragraph from any paycheck, expense reimbursement, or other payment owed by the Company to Employee, to the maximum extent allowedby law. Any remaining amount of the amount reimbursed under this paragraph (that was not repaid via the paycheck deduction) must be repaid by Employee withinthirty (30) days after Employee’s employment with the Company terminates for any reason.
				b. Cell Phone Reimbursement. The Company will reimburse Employee for a portion of the Employee’s monthly cellular phone statement in the amount of
Fifty ($50.00) dollars per month, in accordance with the Company’s Cell Phone Reimbursement Policy.
				c. Other Expenses. Upon receipt of prior, written approval from the Company, Employee may be reimbursed for reasonable, business-related expenses. All
pre-approved expenses shall be reimbursed within thirty (30) days of Employee’s provision of an invoice or reimbursement request, with receipts attached, to theCompany, in accordance with the Company’s policies. The Company may refuse to reimburse Employee for any expenses which were not: (1) pre-approved by theCompany; and/or (2) submitted to the Company without receipts or proof of purchase. Any equipment or intellectual property purchased by the Employee and for whichEmployee has been reimbursed shall become the sole property of the Company, unless otherwise agreed in writing by the Company.
6.				TERMINATION OF EMPLOYMENT.a. Termination for Cause. The Company may at any time, by written notice to Employee, terminate Employee’s employment hereunder for Cause. For
purposes hereof, the term “Cause” shall mean: (a) Employee’s conviction or pleading guilty or no contest to a felony or any act of moral turpitude; (b) any willful orintentional act or omission of Employee committed for the purpose, or having the reasonably foreseeable effect, of injuring the Company, its business or reputation,including but not limited to improperly or unlawfully converting for Employee’s own personal benefit any property of the Company; (c) any material breach of thisAgreement, any failure or refusal by Employee to perform the duties of Employee’s employment or to follow the lawful and proper directives of the Board, or to complywith the reasonable and substantial written policies, practices, standards or regulations of the Company; or (d) any negligence, misconduct, fraud, incompetence orinsubordination by Employee. This Section is not intended to and shall not affect Employee’s at-will employment status.
				b. Severance Payment. In the event Employee’s employment is terminated without Cause or as a result of a Change of Control (as defined below), Employee
will be entitled to a payment equal to three (3) months’ salary for every completed year of employment up to a maximum total payment of six (6) months’ salary in returnfor a signed release as outlined in Section 6(e) below. Change of Control means any of the following;
				(i)	any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (otherthan the Parent Company or any Affiliate or Subsidiary) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the BusinessCorporations Act (British Columbia),) of, or acquires the right to exercise control or direction over, securities of the Parent Company representing 50%or more of the then issued and outstanding voting securities of the Parent Company in any manner whatsoever, including, without limitation, as a resultof a Take-Over Bid, an issuance or exchange of securities, an amalgamation of the Parent Company with any other person, an arrangement, a capitalreorganization or any other business combination or reorganization;
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				(ii)	the sale, assignment or other transfer of all or substantially all of the assets of the Parent Company to a person or any group of two or more personsacting jointly or in concert (other than a wholly-owned Subsidiary of the Parent Company);
				(iii)	the occurrence of a transaction requiring approval of the Parent Company’s security holders whereby the Parent Company is acquired throughconsolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of twoor more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned Subsidiary of the Parent Company); or
				(iv)	the Board of Directors passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;
				c. Termination upon Death. In the event of Employee’s death during the term of this Agreement, this Agreement shall immediately terminate without further
obligation to Employee’s legal representatives, except for any compensation earned but not yet paid.
				d. Return of Company Property. Upon termination of employment for any reason, Employee shall immediately deliver to the Company all Company property
and Confidential Information in Employee’s possession.
				e. Employee to Provide Release. The Employee acknowledges and agrees that any severance payment made pursuant to this Section 6 of this Agreement shall
be in full satisfaction of all terms of termination of Employee’semployment. Except as otherwise provided in this Section 6, Employee shall not be entitled to anyfurther notice of termination, payment in lieu of notice of termination, benefits continuation, damages or any additional compensation whatsoever. As a conditionprecedent to any payments or benefits pursuant to Section 6 herein, the Employee shall deliver a valid and binding full and final release from all actions or claims, knownand unknown, in connection with the Employee’s employment with the Companies or the termination thereof in favor of the Companies, their Subsidiaries, theirAffiliates and all of their respective officers, directors, trustees, shareholders, employees, attorneys, insurers and agents, such release to be in a form satisfactory to theParent Company. No payments or benefits under Section 6 herein shall be made until such release has been signed and returned by Employee.
7.				PROTECTION OF COMPANY’S INTERESTS.a. Conflict of Interest. Employee shall not engage in any activity, on or off duty, that creates an actual or apparent conflict with the financial interests or
fiduciary responsibilities of the Company. If Employee suspects that there may be a conflict of interest created by work, Employee may be performing for another personor entity, Employee is obligated to advise Company of the possible conflict in writing immediately. Employee represents and warrants to the Company that there are noexisting agreements or arrangements, whether written or oral, in effect which would prevent Employee from performing their duties to the Company.
				b. No Breach of Prior Agreements. Employee represents that their performance of all the terms of this Agreement and duties as an employee will not breach
any invention assignment, proprietary information, confidentiality, non-competition, or other agreement with any former employer or third party. Employee agrees not todisclose any confidential or proprietary information of any former employer or third party that Employee does not have the right to disclose. Employee shall not bringwith any documents or materials or intangibles belonging to Employee or a former employer or third party that are not generally available for use by the public withoutrestriction or compensation or have not been legally transferred to the Company. Employee represents and warrants to the Company that there are no agreements orarrangements, whether written or oral, in effect which would prevent Employee from performing their duties for the Company.
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				c. Non-Competition. Employee agrees that during his or her employment and for one (1) year following the termination of their employment with the
Company for any reason, whether Employee resigns voluntarily or is terminated by the Company involuntarily, Employee shall not directly or indirectly (i) in anymanner whatsoever engage in any capacity with any business that manufactures, markets, distributes or sells three-wheeled electric vehicles (“Competitive Business”), orany subsidiaries or affiliates of a Competitive Business for the Employee’s own benefit or for the benefit of any person or entity other than the Company or anysubsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwisein any Competitive Business; provided, however, that the Employee may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of theoutstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding thefact that such person or entity is a Competitive Business.
				d. Non-Solicitation of Employees. Employee agrees that during his or her employment and for one (1) year following the termination of their employment
with the Company for any reason, whether Employee resigns voluntarily or is terminated by the Company involuntarily, Employee shall not directly or indirectly, in anycapacity hire, solicit, or recruit, or attempt to hire, solicit, or recruit, any employee, advisor or consultant to leave their employment, advisory or consulting role with theCompany or any of its Companies. Employee agrees this restriction is reasonable to protect the Company’s legitimate business interests.
8.				BINDING ARBITRATION. The parties agree, to the fullest extent permitted by law, to submit any and all claims, demands, disputes, controversies, or causes
of action, arising out of or relating to Employee’s employment with or separation from the Company (collectively the “Claims”) to binding arbitration before AAA.Employee understands and agrees that by signing this Arbitration Agreement, he or she is waiving his or her right to a jury. The arbitration shall be held inaccordance with and subject to the AAA Employment Arbitration Rules & Mediation Procedures then in effect, which are currently available at:https://www.adr.org/sites/default/files/Employment%20Rules.pdf. The Company will provide Employee with a written copy of those rules upon request by Employee.The arbitrator must be a former or retired judge or attorney with at least ten (10) years of experience in employment law. The arbitrator will be chosen by agreement ofthe parties. However, if the parties fail to reach agreement as to the arbitrator within thirty (30) days after service of the demand for arbitration, the arbitrator shall beappointed by AAA in accordance with its rules. The arbitration shall take place at a location within Maricopa County, Arizona. Discovery will be permitted to the extentpermitted by the AAA rules then in effect and in the discretion of the arbitrator. The arbitrator shall resolve any disputes concerning discovery. Notwithstanding theforegoing, either party may apply to the Courts located in Maricopa County for a provisional remedy, including but not limited to a temporary restraining order or apreliminary injunction, to the extent necessary to protect intellectual property, inventions, trade secrets, and confidential information. If required by law, the Companyshall pay the arbitrator’s fees and all costs unique to arbitration, but Employee shall pay an arbitration fee equal to what Employee would be charged as a first appearancefee in the Maricopa County courts. The arbitrator’s decision shall be final and binding upon the parties. The arbitrator’s decision shall include the arbitrator’s findings offact and conclusions of law and shall be issued in writing within thirty (30) days of the conclusion of the arbitration proceedings. Judgment upon the award rendered inany arbitration may be entered in any court of competent jurisdiction, or application be made to such court for a judicial acceptance of the award and an enforcement, asArizona law may require or allow. To the extent permitted by law, Employee hereby waives any right to bring, on behalf of persons other than Employee, or to otherwiseparticipate with other persons in, any class, collective, or representative action. Employee understands, however, that Employee retains the right to bring claims inarbitration as an individual. Employee has no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Ifthe Class Action Waiver is unenforceable, unconscionable, void or voidable, only a court of competent jurisdiction, not an arbitrator, may determine the validity of anyclass, collective, or representative action.
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9.				NON-DISPARAGEMENT. Employee agrees not to make or cause to be made any statements that disparage or damage the Company’s products, services, or
customers; such communication is not to be made to anyone, including, but not limited to, broadcasting, posting, or publishing disparaging information about theproducts, services, or customers of the Company through mass media, Internet sites of any type, or any other publicly accessible publications. Employee also agrees notto encourage or incite other current or former employees of the Company to disparage the Company’s products, services, or customers. This provision shall survive thetermination of this Agreement.
10.				GENERAL PROVISIONS.a. Entire Agreement. This Agreement and the Confidentiality Agreement constitute the entire understanding among the parties hereto concerning the subject
matter hereof and supersedes any and all prior or contemporaneous written agreements and any and all prior or contemporaneous oral agreements or understandingsrelating to the subject matter hereof. This Agreement may not be amended or modified unless by a written instrument or document signed by all parties to thisAgreement. No waiver by any party of the breach of any provision in this Agreement shall be deemed to constitute a waiver of any continuing or subsequent breach ofsuch provision or any other provision.
				b. Severability and Assignment. This Agreement shall be deemed to be severable, so that if any provision hereof shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to remain valid and enforceable in accordance with their terms. The terms,provisions, covenants and agreements contained in this Agreement shall apply to, be binding upon and inure to the benefit of the Company’s successors and assigns. Employee may not assign this Agreement or any rights hereunder in whole or in part or delegate Employee’s obligations in whole or in part.
				c. Legal Counsel. Employee acknowledges that the Company has provided Employee with a reasonable opportunity to obtain independent legal advice with
respect to this Agreement, and that Employee either has obtained such independent legal advice prior to executing this Agreement or has willingly chosen not to obtainsuch advice and to execute this Agreement without having obtained such advice.
				d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to any choice-of-
law provisions.
				e. Counterparts. This Agreement may be executed in multiple counterparts, each of which may contain the signatures (which may be original, electronic,
facsimile or copy thereof) of one or more of the parties, all of which, taken together, shall constitute one and the same instrument. The exchange of copies of thisAgreement and of signature pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intendedto preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of thisAgreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes.
				IN WITNESS WHEREOF, the parties have accepted and agreed to this Agreement, as of the date first set forth above.
ELECTRAMECCANICA USA, LLC		EMPLOYEE
/s/ Bal Bhullar		/s/ Dean Anthony Dent
By:				Bal Bhullar	Dean Anthony Dent, II
Its:				Chief Financial Officer
5/25/2022		5/25/2022
DateDate
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			Confidentiality and Intellectual Property Assignment Agreement
				CONFIDENTIALITY AND
			INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
					THIS AGREEMENT is dated May 25, 2022.
BETWEEN:
						ELECTRAMECCANICA VEHICLES CORP, EMV AUTOMOTIVE USA INC. &
			ALL WHOLLY OWNED SUBSIDIARY COMPANIES
					(collectively referred to as the “Company”)
AND:
			DEAN ANTHONY DENT, II an individual, having an address [****]
(the “Employee”)
							WHEREAS:
							A.	The Company carries on the business of the development, design, manufacturing, sale, service and support of electric vehicles (the “Business”);
							B.	The Employee provides services to the Company in connection with the Business as an employee, consultant, contractor or in some other capacity; and
							C.	The parties have agreed to enter into this Agreement to ensure the confidentiality of the Confidential Information of the Company and others and to
									confirm the Company’s ownership of all Developments.
							NOW THEREFORE, in consideration of the payment of employment or continued employment by the Company to the Employee, the mutual covenants and
									agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the partieshereby covenant and agree as follows:
							1.	DEFINITIONS
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				Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms will have the
indicated meanings and grammatical variations of such words and terms will have corresponding meanings:
				(a)	“Available Information” means information that:
					(i)	is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement;
					(ii)	was known by the Employee on a non-confidential basis prior to his or her employment with the Company;
					(iii)	was independently developed by the Employee without reference to or using the Company’s Confidential Information, as defined below; or
					(iv)	was obtained from a source other than the Company without breach or violation of any obligation of confidentiality; and
				(b)	“Confidential Information” means:
					(i)	trade secrets, proprietary information and confidential knowledge and information, including matters of a technical nature (such as discoveries,
				ideas, concepts, designs, drawings, specifications, techniques, models, diagrams, test data, scientific methods, inventions, methods, processes and know-how) and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed withcustomers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financialinformation, plans for further development and any other information of a similar nature not available to the public); and
					(ii)	all documents and other materials that contain or refer to the information described in paragraph (i) above, including all reports, drawings,
				blueprints, data, notes, summaries and other documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on datafiles or on any other type of media, made or compiled by the Employee, or made available to the Employee, during the period of the Employee’semployment or engagement with the Company (including the period prior to the date of this Agreement, as applicable) that contain or refer to suchinformation, but, for certainty, does not include any Available Information.
				2.	NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF THE COMPANY
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				The Employee acknowledges that, during the period of the Employee’s employment with the Company, the Employee has had or will have access to
Confidential Information of the Company. Therefore, the Employee agrees that, at all times, both during and after the period of the Employee’s employment with theCompany, the Employee will not, without the prior written approval of the Company, directly or indirectly:
				(a)	reveal, report, publish, disclose or transfer any Confidential Information to any person or entity; or
				(b)	use any Confidential Information of the Company for any purpose or for the benefit of any person or entity, except as may be necessary in the
performance of the Employee’s work for the Company. The Employee will immediately notify the Company of any actual, suspected or threatened unauthorizeddisclosure or use of the Confidential Information and will fully comply with any direction issued by the Company concerning the Confidential Information.
				3.	NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF THIRD PARTIES
				The Employee acknowledges that, during the period of the Employee’s employment with the Company, the Employee may have had or will have access to
confidential and/or proprietary knowledge, data or information from third parties of third parties (“Third Party Information”) who have given the Company the right to use such Third Party Information. Therefore, the Employee agrees that, both during and after the period of the Employee’s employment or engagement with theCompany, the Employee will not, without the prior written approval of the Company, directly or indirectly:
				(a)	reveal, report, publish, disclose or transfer any Third Party Information of such third parties to any person or entity; or
				(b)	use any Third Party Information of such third parties for any purpose or for the benefit of any person or entity, except as may be necessary in the
performance of the Employee’s work for the Company.
				4.	PROPERTY OF THE COMPANY
				The Employee acknowledges and agrees that all Confidential Information of the Company is and will remain the Company’s property and will be returned to the
Company within five (5) business days after the termination of the Employee’s employment or engagement with the Company or at any earlier time on request of theCompany. The Employee will not retain copies of any such Confidential Information. For certainty, the obligations of the Employee in this Section 4 are in addition toand not in substitution of any similar obligations of the Employee contained in the Employee’s employment, consulting or other agreement with the Company.
				5.	PROPRIETARY NOTICES
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				The Employee will not remove, and will not permit any other person to remove, any proprietary or other legends or restrictive notices contained in or included
in any Confidential Information.
				6.	PERMITTED DISCLOSURE
				Unless otherwise consented to in writing by the Company, the Employee may only disclose the Confidential Information (and only to the extent reasonably
necessary):
				(a)	where such disclosure is required by law, provided that the Employee has first notified the Company that the Employee is required to disclose the
Confidential Information and the Employee has used reasonable efforts to assist the Company, should the Company wish to do so, to take whatever opportunities areavailable to protect the confidentiality of the Confidential Information; and
				(b)	in connection with legal proceedings between the parties relating to the enforcement of the Employee’s covenants and obligations in this Agreement.
				For certainty, unless otherwise provided for in this Agreement, the Confidential Information may not be disclosed in connection with any dispute or legal
proceedings not related to this Agreement. Any disclosure as permitted above will not, in and of itself, affect the confidentiality of the disclosed ConfidentialInformation.
				7.	DEVELOPMENTS
				(a)	The Employee will promptly and fully inform and disclose to the Company, in writing, all inventions, methods, processes, ideas, concepts,
copyrightable material, designs, improvements and discoveries of any kind that the Employee now has made, conceived or developed (including prior to the date of thisAgreement, as applicable) or which the Employee may in the future make, conceive or develop, during the period of Employee’s employment or engagement with theCompany, which pertain or relate to the Business, any work or businesses carried on by the Company or any work or business that the Employee knows the Companyintends to conduct in future (“Developments”). The foregoing covenant applies to all such Developments, whether or not they are:
					(i)	eligible for patent, copyright, trade-mark, trade secret registration or other legal protection;
					(ii)	conceived or developed by the Employee alone or with others; (iii)	conceived or developed during regular working hours;
					(iii.)	within the scope of Employee’s job description, duties or services, as applicable; or
					(iv)	conceived or developed at the Company’s facilities or with the Company’s equipment.
				(b)	All Developments will be the sole and exclusive property of the Company and will be deemed part of the Confidential Information of the Company for
purposes of this Agreement, whether
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or not fixed in a tangible medium of expression. The Employee hereby irrevocably assigns and transfers to the Company all of the Employee’s right, title and interest inand to all existing Developments and in all related patents, copyrights and trade-marks, trade secrets and other proprietary rights therein and the Employee herebyirrevocably agrees to assign and transfer to the Company all of the Employee’s right, title and interest in and to all future Developments and in all related patents,copyrights and trade-marks, trade secrets and other proprietary rights therein. The Employee hereby irrevocably waives in favour of the Company all moral rights that theEmployee has as the author of all existing Developments and hereby irrevocably agrees to waive in favour of the Company all moral rights that the Employee has as theauthor of all future Developments and irrevocably agrees that such waivers may be invoked by any person authorized by the Company to use the Developments.
				(c)	The Employee will fully assist and cooperate with the Company, as and whenever requested by the Company from time to time, both during and after
the period of Employee’s employment or engagement with the Company, at the Company’s sole expense, to allow the Company to obtain, maintain and enforce patent,copyright, trade-mark, trade secret and other legal protection for the Developments. The Employee will from time to time, as and whenever requested by the Company,execute and deliver all such documents, and do all such things necessary, to enable the Company to obtain such protection and to vest the Company with full andexclusive title in all Developments and to protect the Developments against infringement by others. The Employee hereby grants a limited power of attorney to the thencurrent president and chief executive officer of the Company for the purpose of executing and delivering documents on the Employee’s behalf for this purpose if theEmployee is unwilling or unable to do so for any reason.
				(d)	The Employee will not be entitled to any additional compensation for any and all Developments made prior to or during the period of the Employee’s
employment or engagement with the Company.
				8.	REPRESENTATIONS, WARRANTIES AND COVENANTS
				The Employee represents and warrants that the Employee has the right to enter into this Agreement, that the Employee’s performance of all the terms of this
Agreement and the Employee’s duties as an employee, consultant or contractor of the Company will not breach any confidential information agreement, non-competitionagreement or other agreement with any former company to which the Employee provided services, either as an employee, consultant or contractor, or with any otherparty, and that the Developments are and will be original developments of the Employee and do not and will not infringe the intellectual property or other proprietaryrights of any third party. The Employee covenants that the Employee will not disclose to the Company any trade secrets or confidential or proprietary information of anythird party that are not generally available to the public.
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				9.	DISCLOSURE OF THIS AGREEMENT
				The Employee hereby authorizes the Company to notify others, including customers of the Company and any of the Employee’s affiliates or subsidiaries, of the
terms of this Agreement and the Employee’s representations, covenants and obligations under this Agreement.
				10.	REMEDIES
				The Employee acknowledges that monetary damages alone would not adequately compensate the Company in the event of a breach or threatened breach by the
Employee of this Agreement and that, in addition to all other remedies available to the Company at law or in equity, the Company will be entitled to injunctive relief for the enforcement of its rights and to an accounting of profits made during the period of such breach. The rights, remedies, powers and privileges herein provided to a party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that party.
				11.	NO RIGHTS GRANTED
				Except as otherwise expressly set out herein, the Employee understands that nothing in this Agreement will be deemed to constitute, by implication or
otherwise, the grant by the Company to the Employee, of any license or other right under any patent, patent application or other intellectual property right or interestbelonging to the Company.
				12.	FURTHER ASSURANCES
				Each of the parties covenants and agrees that, at any time and from time to time, it, at its expense and upon the reasonable request of the other party, will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances andassurances as may be required for the carrying out and performance of all the terms of this Agreement.
				13.	ASSIGNMENT OF RIGHTS
				The Company has the right to assign this Agreement to another party. The Employee may not assign the Employee’s rights under this Agreement or delegate to
others, the Employee’s functions and duties under this Agreement, without the prior written consent of the Company, which such consent may be arbitrarily withheld ordelayed.
				14.	ENUREMENT
				The Employee agrees that the covenants contained in this Agreement will, as applicable, survive the termination of the Employee’s employment or engagement
with the Company and that this Agreement will bind the Employee and the Employee’s heirs, executors, administrators, successors, permitted assigns, committees andtrustees, as applicable, and will ensure to the benefit of the Company and its successors and assigns.
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				15.	NOTICES
				Any notice given or required to be given under this Agreement must be in writing and must be signed by or on behalf of the party giving it. Such notice may be
served personally and in either case may be sent by priority post to the addresses of the parties noted on page one of this Agreement, or by fax, email or other electronictransmission. Any notice served personally will be deemed served immediately and if mailed by priority post will be deemed served 72 hours after the time of posting,and if sent by electronic transmission, upon successful transmission.
				16.	MODIFICATION
				No amendment or waiver of, or modification of any obligation under, this Agreement will be enforceable unless specifically set forth in a writing signed by the
party against which enforcement is sought.
				17.	WAIVER
				The waiver by the Company or the Employee of any breach or violation of any part of this Agreement will not operate or be construed as a waiver of any
subsequent breach or violation.
				18.	SEVERABILITY
				If any part of this Agreement is determined by a court or tribunal of competent jurisdiction to be void or unenforceable for any reason whatsoever, then such part
will be severed from this Agreement and will not affect the validity of the remainder of this Agreement. It is not a defence to the enforcement of any provision of thisAgreement that the Company has breached or failed to perform any obligation or covenant hereunder or under any other agreement or understanding between theEmployee and the Company.
				19.	GOVERNING LAW AND VENUE
				This Agreement will be governed by and construed according to the laws of the State in which Employee resides. Employee hereby expressly consents to the
arbitration of any dispute arising from or related to this Agreement, as more fully set forth in the Employee’s Employment Agreement. Notwithstanding the foregoing, either Employee or the Company may apply to the courts for a provisional remedy in accordance with Section 10 of this Agreement.
				20.	ENTIRE AGREEMENT
				This Agreement, together with any employment, consulting or contractor agreement between the Company and the Employee, supersedes all prior
representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter of this Agreementand sets forth the entire complete and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
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				21.	ACKNOWLEDGEMENTS
				THE EMPLOYEE ACKNOWLEDGES THAT (a) THE EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT; (b) THE
EMPLOYEE HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND SEEK INDEPENDENT LEGAL ADVICE WITH RESPECT TO THISAGREEMENT AND HAS EITHER OBTAINED SUCH ADVICE OR DECLINED THE OPPORTUNITY TO OBTAIN SUCH ADVICE; AND (d) THEEMPLOYEE’S OBLIGATIONS UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF THE EMPLOYEE’S EMPLOYMENT OR ENGAGEMENTWITH THE COMPANY FOR ANY REASON.
				IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
COMPANY:
ELECTRAMECCANICA USA, LLC
Per:	/s/ Bal BhullarBAL BHULLAR
Chief Financial Officer
EMPLOYEE:
/s/ Dean Anthony DentDEAN ANTHONY DENT, II
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Exhibit B: Job Description
	“Exhibit B”
				ELECTRAMECCANICA VEHICLES
Position Title: General Counsel	Date Prepared: May 16, 2022
Reports To: Chief Executive Officer	Division/Department: Legal
Location: Mesa, Arizona
JOB PURPOSE
Reporting to the Chief Executive Officer (CEO), the General Counsel is the Company’s main attorney and primary source of legal direction. The GeneralCounsel is a business partner offering legal advice and guidance to various business leaders within the Company. The role drafts, reviews and approves legaldocuments, coordinates with outside counsel and proactively researches regulations / bylaws and other legal requirements to ensure compliance.
This role requires someone with an agile mindset, a willingness to work in a collaborative environment as a business partner and develop the legalunderstanding of the Company’s Management. This role will begin as an individual contributor role but grow into a people manager role as the Companygrows and warrants additional legal support.
KEY JOB FUNCTIONS
General Requirements
					Advises senior leadership on new laws, existing laws and legal requirements that would impact the Company.
					Drafts, reviews and approves legal documentation including but not limited to agreements, opinions, responses, etc.
					Oversees the legal matters of the business, acting as the Company’s legal representative.
					Responsible for preparing, registering and tracking the Company’s required operational licenses (sales / manufacturing / dealer, etc.).
					Creates and updates Company’s legal strategy pertaining to legal actions / disputes.
					Develops and tracks a legal repository of agreements and legal documents.
					Acts as a business partner, providing recommendations to management on legal matters.
					Creates and manages relationships with outside counsels.
					Files copyrights and trademarks for Intellectual Property and Patent Portfolio.
Management Requirements
					Manage, mentor and develop a team of legal professionals as the Company grows, providing leadership and guidance.
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				Conducts performance management and sets goals with team members.
				Establish a level of accountability within your team, through empowering and establishing clear responsibilities.
				Displays dedication, time management, cadence and effectively elevates their team when needed.
				Assists with recruiting and building an effective legal team.
WORKING CONDITIONS
				Work within the Mesa Manufacturing Plant.
				International and domestic travel when required.
SKILLS / KNOWLEDGE / EXPERIENCE / EDUCATION REQUIRED
	Juris Doctor Degree from an accredited US law school.
	Minimum 15 years of legal experience required.
	Minimum 10 years of experience as internal counsel for an automotive company required.
	Minimum 5 years of experience as an outside counsel is considered an asset.
	International legal experience required, North American (CA, US, MX) experience is required with one of EMEA, LATAM or APAC is required.
	US legal experience required.
	Experience with automotive or motorcycle regulations is required.
	Proficient legal experience in M&A, Commercial, Taxes or Securities is preferred.
	Proficient with Microsoft Suite is preferred.
	Knowledge of statutes, rules and regulations pertaining to the automotive industry is strongly preferred.
	Legally able to work in the United States of America and legally able to travel to Canada are required.
	Page 16 of 16
		DAD/5/25/2022
			Employee Initials/Date

Exhibit 10.13
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT ISBOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE ORCONFIDENTIAL
		EXECUTIVE EMPLOYMENT SERVICES AGREEMENT
			Among each of:
				ELECTRAMECCANICA VEHICLES CORP.
			And:
			MARK ORSMOND
					Electrameccanica Vehicles Corp.
		8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8

EXECUTIVE EMPLOYMENT SERVICES AGREEMENT
	THIS EXECUTIVE EMPLOYMENT SERVICES AGREEMENT is made and dated for reference as fully executed
		effective on this 22nd day of August, 2022.
		BETWEEN:
	ELECTRAMECCANICA VEHICLES CORP., a company incorporated pursuant to the laws of the Province ofBritish Columbia, Canada, and having an address for delivery and notice located at 8057 North Fraser Way, Burnaby,British Columbia, Canada, V5J 5M8
	(the “Company”);
			OF THE FIRST PART
		AND:
	MARK ORSMOND, businessperson, having an address for notice and delivery located at [****]
	(the “Executive”);
			OF THE SECOND PART
	(and each of the Company and the Executive being hereinafter singularly also referred to as a “Party” and collectivelyreferred to as the “Parties” as the context so requires).
	WHEREAS:
		A. The Company is a reporting company incorporated under the laws of the Province of British Columbia, Canada;
		B. The Executive has experience in and specializes in providing Company with valuable financial and accounting services inorder to provide them with valuable guidance in the execution of their business and financial plans;
		C. The Company is focused on developing various manufacturing technologies related to and associated with thecommercialization of its innovate electric vehicles and related business interests and, as a consequence thereof, the Company is herebydesirous of formally retaining the Executive as the Chief Financial Officer and an executive of the Company, and the Executive is herebydesirous of continuing in such positions, in order to provide such related Services (as hereinafter defined) to the Company;
		D. As a consequence of the Executive’s anticipated and valuable role within the Company, the Parties acknowledge and agreethat there have been various discussions, negotiations, understandings and agreements between them relating to the terms and conditionsof the Services (as herein defined and determined) and, correspondingly, that it is their intention by the terms and conditions of thisExecutive Employment Services Agreement” (the “Agreement”)

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	to hereby replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to the Services;and
	E. The Parties have agreed to enter into this Agreement which replaces, in its entirety, all prior discussions, negotiations,understandings and agreements as between them, and, furthermore, which necessarily clarifies their respective duties and obligationswith 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
			DEFINITIONS
	Definitions
	1.1 For the purposes of this Agreement, the following words and phrases shall have the following meanings:
				(a) “Affiliate” has the meaning ascribed to it in the BCA;
				(b) “Agreement” means this agreement, including any schedules hereto, as amended, supplemented or modified in writing
		from time to time;
				(c) “Arbitration Act” means the International Commercial Arbitration Act (British Columbia), as amended from time to
		time;
				(d) “BCA” means the Business Corporations Act (British Columbia), as amended from time to time;
				(e) “Benefits” means those benefits, perquisites, allowances and entitlements as described in Section 4.2 herein and in which
		the Executive is participating as at the Date of Termination;
				(f) “Board of Directors” means the Board of Directors of the Company as duly constituted from time to time;
				(g) “Bonus” has the meaning ascribed to it in Section 4.3 herein;
				(h) “Business” means the business of developing technology and business interests related to and associated with the
		commercialization of the Company’s innovate electric vehicles or any other products or line of business that are activelycarried on by the Company or in the Company’s active contemplation and about which the Executive has ConfidentialInformation or is actively involved in as at the Date of Termination;
				(i) “Change of Control”, “Good Reason”, “Just Cause”, “Take-over Bid” and “Total Disability” have the meanings
		ascribed to them in Section 5.1 herein;

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	(j) “Chief Executive Officer” means the Chief Executive Officer of the Company as duly appointed from time to time by
		the Board of Directors;
	(k) “Company” means Electrameccanica Vehicles Corp., or any successor company to the Company, as duly constituted
		from time to time;
	(l) “Company’s Non-Renewal Notice” has the meaning ascribed to it in Section 2.2 herein;
	(m) “Confidential Information” has the meaning ascribed to it in Section 6.1 herein;
	(n) “Date of Termination” means the date of cessation of the Executive’s employment with the Company (including by way
		of resignation) without regard to any notice of termination, pay in lieu of notice of termination or other damages;
	(o) “Effective Date” has the meaning ascribed to it in Section 2.1 herein;
	(p) “Exchange Act”, “Form S-8 Registration Statement”, “Registration Statement” and “Securities Act” have the
		meanings ascribed to them in Section 4.10 herein;
	(q) “Executive” means Mark Orsmond;
	(r) “Expenses” has the meaning ascribed to it in Section 4.8 herein;
	(s) “Indemnified Parties” and “Indemnitee” have the meanings ascribed to them in Sections 10.1 and 10.4 herein;
	(t) “Intellectual Property Rights” has the meaning ascribed to it in Section 8.2 herein;
	(u) “Inventions” has the meaning ascribed to it in Section 8.1 herein;
	(v) “LTIP” means the Long Term Incentive Plan applicable to the Company’s executives as may be established and amended
		by the Board of Directors from time to time;
	(w) “Monthly Salary” means the Monthly Salary of the Executive as set out in Section 4.1 herein;
	(x) “Option”, “Option Plan” and “Option Share” have the meanings ascribed to them in Section 4.9 herein;
	(y) “Person” has the meaning ascribed to it in the Interpretation Act (British Columbia) and which, for the purposes of this
		Agreement, shall include the Company;
	(z) “RRSP” has the meaning ascribed to it in Section 4.4 herein;
	(aa) “Services” has the meaning ascribed to it in Section 3.2 herein;

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	(bb) “STIP” means the Short Term Incentive Plan applicable to the Company’s executives as may be established and amended
		by the Board of Directors from time to time;
	(cc) “Subsidiary” has the meaning ascribed to it in the BCA;
	(dd) “Term” has the meaning ascribed to it in Section 2.1 herein;
	(ee) “Termination Amount” has the meaning ascribed to it from time to time in Article 5 herein;
	(ff) “Termination Option Exercise Period” has the meaning ascribed to it in Section 5.4 herein;
	(gg) “Territory” has the meaning ascribed to it in Section 7.1 herein; and
	(hh) “Vacation” has the meaning ascribed to it in Section 4.7 herein.
Article 2
			TERM AND RENEWAL
				Term
				2.1 The initial term of this Agreement (the “Term”) is for a period of two years commencing on August 22, 2022 (the“Effective Date”), unless this Agreement is terminated earlier as hereinafter provided.
				Renewal
				2.2 Subject at all times to the provisions of Article 7 hereof, this Agreement shall renew automatically if not specificallyterminated in accordance with the following provisions. The Company agrees to notify the Executive in writing at least 30 calendar daysprior to the end of the Term of its intent not to renew this Agreement (the “Company’s Non-Renewal Notice”). Should the Companyfail to provide a Company’s Non-Renewal Notice this Agreement shall automatically renew on a one-month to one-month term renewalbasis after the 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 Noticein 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 inadvance.
Article 3
					POSITION, SERVICES AND DUTIES
				Condition of Employment
				3.2 The Executive’s employment with the Company is conditional upon satisfactory reference and background checks, in theCompany’s sole discretion, and final approval of the Board of Directors.

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	Position and Services
	3.2 Subject as otherwise herein provided, during the Term and during the continuance of this Agreement the Company herebyagrees to retain the Executive as the Chief Financial Officer and an executive of the Company, and the Executive hereby agrees to acceptsuch positions and be subject to the direction and supervision of, and to have the authority as is delegated to the Executive by, the Boardof Directors consistent with such positions, and the Executive also agrees to accept such positions in order to provide such services as theBoard of Directors shall, from time to time, reasonably assign to the Executive and as may be necessary for the ongoing maintenance anddevelopment of the Company’ various Business interests during the Term and during the continuance of this Agreement (collectively, the“Services”); it being acknowledged and agreed by each of the Parties that the Executive shall commit and provide to the Company theServices on a reasonably sufficient and full-time basis during the Term and during the continuance of this Agreement for which theCompany, as more particularly set forth herein, hereby agrees to pay and provide to the order and direction of the Executive each of theproposed compensation amounts as set forth in Article 3 herein.
	Place of Employment
	3.3 The Executive shall perform the Services and duties at such locations as are necessary and/or agreed to by the Executiveand the Chief Executive Officer for the performance of the Services and the duties and including, without limitation from time to time, atthe Company’s Burnaby office and at the Executive’s home. The Executive acknowledges that national and international travel will berequired for the purpose of providing certain of the Services hereunder, and the Executive agrees that it will not be a breach of thisAgreement for the place of employment to be changed on a reasonable basis.
	Authority
	3.4 In this regard it is hereby acknowledged and agreed that the Executive shall be entitled to communicate with and shall relyupon the immediate advice, direction and instructions of the Chief Executive Officer of the Company, or upon the advice or instructionsof such other director or officer of the Company as the Chief Executive Officer shall, from time to time, designate in times of the ChiefExecutive Officer’s absence, in order to initiate, coordinate and implement the Services as contemplated herein subject, at all times, to thefinal direction and supervision of the Board of Directors.
	Executive Covenant
	3.5 Without in any manner limiting the generality of the Services to be provided as set forth in Section 3.1 hereinabove, theExecutive shall devote the whole of the Executive’s working time and effort to the Executive’s Services, duties and obligations hereunderand shall use the Executive’s best efforts to promote the interests of the Company and its respective Subsidiaries and Affiliates; provided,however, that the Executive may serve as an independent director for other entities, subject to the prior written approval of the Board ofDirectors, and subject to such service as a director of another entity not placing the Executive into any conflict of interest in respect of theExecutive’s duties hereunder and to the Company. Should the Company determine, with the Executive’s prior consent, that the Executiveshall be appointed as a director of the Company, the Company and/or any of their respective Subsidiaries, and with or without extra feesor compensation, the Company will provide the Executive with directors’ and officers’ liability insurance coverage (in terms satisfactoryto the Company in its sole discretion and pursuant to applicable plans and policies) for each such appointment.

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	Concerns
	3.6 Recognizing the Company’s commitment to achieving the highest standards of openness and accountability, the Executiveshall raise, in a prompt manner, any good faith concerns the Executive has regarding the conduct of the Company’s Business orcompliance with the Company’ financial, legal or reporting obligations. Such good faith concerns should be brought first to the attentionof the Chief Executive Officer and subsequently to the Board of Directors.
	Reporting
	3.7 The Executive will report to the person holding the office of Chief Executive Officer. The Executive will report fully onthe management, operations and business affairs of the Company and advise, to the best of the Executive’s ability and in accordance withreasonable business standards, on all Business matters that may arise from time to time.
	Additional Duties and Obligations of Employment
	3.8 Rules and Policies. The Executive hereby acknowledges and agrees to abide by the reasonable rules, regulations,instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by thesame as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Executive as an executiveof the Company.
	3.9 Effort. 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 obligations to
			the Company and in compliance with all the Company’ policies, and will carry out all lawful instructions and directionsfrom time to time given to the Executive; and
		(c) promote the interests and goodwill of the Company.
	3.10 Reports. The Executive acknowledges and agrees that all written and oral opinions, reports, advice and materials providedby the Executive to the Company in connection with the Executive’s employment and the Services hereunder are intended solely for theCompany’s benefit and for the Company’s uses only, and that any such written and oral opinions, reports, advice and information are theexclusive 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, inwhole or in part, at any time and in any manner, any such opinion, report, advice and materials in the Company’s sole and absolutediscretion. The Executive further covenants and agrees that no public references to the Executive or disclosure of the Executive’s role inrespect of the Company may be made by the Executive without the prior written consent of the Chief Executive Officer in each specificinstance.
	3.11 Business Conduct. The Executive warrants that the Executive shall conduct the business and other activities in a mannerwhich is lawful and reputable and which brings good repute to the Company, the Company’s Business interests and the Executive. Inparticular, and in this regard, the Executive specifically warrants to provide the Services in a sound and professional manner such that thesame meet superior standards of performance quality within the standards of

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	the industry or as set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern that thebusiness as conducted by the Executive is being conducted in a way contrary to law or is reasonably likely to bring disrepute to theBusiness interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive make such alterationsin the Executive’s business conduct or structure, whether of management or board representation or employee or sub-licenseerepresentation, as the Board of Directors may reasonably require in its sole and absolute discretion.
	3.12 Compliance with Laws. The Executive will comply with all Canadian, U.S. and foreign laws, whether federal, provincialor state, applicable to the Executive’s respective duties and obligations hereunder and, in addition, hereby represents and warrants thatany 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 orinformation which would be material to such person or company.
Article 4
		COMPENSATION AND BENEFITS
	Monthly Salary
	4.1 It is hereby acknowledged and agreed that the Executive shall render the Services as defined hereinabove during the Termand during the continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to thetermination of the same by way of the payment by the Company to the Executive of the Canadian dollar equivalent of the gross monthlysalary of CAD$40,373.00 (the “Monthly Salary”; that being CAD$484,476.00 per year). All such Monthly Salary payments shall bepaid in such instalments and at such times and in the same manner as the Company pays its other senior executives generally, but not lessthan monthly.
	Increase in Monthly Salary
	4.2 The Company will review the Monthly Salary payable to the Executive from time to time during the Term and during thecontinuance of this Agreement and may, in its sole and absolute discretion, increase the Monthly Salary depending on the Executive’sperformance 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 reasonableindustry standard annual bonuses (each being a “Bonus”) to the Executive based upon the performance of the Company and upon theachievement by the Executive and/or the Company of reasonable management objectives to be reasonably established by the Board ofDirectors (after reviewing proposals with respect thereto defined by the Executive and delivered to the Board of Directors by theExecutive at least 30 calendar days before the beginning of the relevant year of the Company (or within 90 calendar days following thecommencement of the Company’s first calendar year commencing on the Effective Date). These management objectives shall consist ofboth financial and subjective goals and shall be specified in writing by the Board of Directors, and a copy shall be given to the Executiveprior to the commencement of the applicable year. The payment of any such Bonus shall be payable, in the sole and absolute discretionof the Company, in either cash and/or common shares or other stock-based compensation of the Company, no later than within 120calendar days of the ensuing year after any calendar year commencing on the Effective Date.

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	Benefits
	4.4 The Executive shall be eligible for participation in the following benefits, perquisites and allowances (each, a “Benefit”):
		(a) Group Benefits. Subject to the terms and conditions of applicable plans and policies, the Executive shall be eligible to
			participate in all group insured benefit plans and policies provided by the Company to similarly situated executives of theCompany (including dental, health and life insurance), as such plans and policies may be amended from time to time,without notice. The Executive is responsible for the payment of any long term disability benefit premiums. Paymentsare automatically deducted monthly and are based on annual income. The Company’s sole obligation will be to payrelevant employer portions of premiums;
		(b) Smartphone. The Company shall provide the Executive with a smartphone to be used for Business purposes and shall
			pay for and/or reimburse the Executive for all expenses and costs associated with maintaining the same; and
		(c) RRSP Contribution. The Executive shall have the right to participate in such registered RRSP plans(s) as provided for by
			the Company from time to time after three months from the Effective Date of this Agreement.
	STIPs
	4.5 The Executive shall be eligible to participate in any STIP introduced by the Company from time to time. The Executive’starget bonus under the STIP shall be as determined by the Board of Directors and the Executive’s goals under the STIP shall be approvedand assessed in the absolute discretion of the Board of Directors on an annual basis. Any STIP awards will be pro-rated based on thetotal months worked in any calendar year. The Executive will not be entitled to any payment on account of the STIP, pro-rata orotherwise, for any period beyond the Date of Termination.
	LTIPs
	4.6 The Executive shall be eligible to participate in any LTIP introduced by the Company from time to time. The terms ofsuch participation and any awards or payments made under the LTIP shall be determined by the Board of Directors from time to time inits sole discretion. The Executive will not be entitled to any payment on account of the LTIP, pro-rata or otherwise, for any periodbeyond the Date of Termination.
	Vacation
	4.7 The Executive shall be entitled to five weeks’ paid vacation per calendar year; such vacation to extend for such periodsand to be taken at such intervals as shall be appropriate and consistent with the proper performance of the Executive’s duties and asagreed upon between the Executive and the Chief Executive Officer from time to time (the “Vacation”). Notwithstanding the foregoing,in no event shall the Executive utilize in excess of ten consecutive business days of vacation time without notification to and approvalfrom the Chief Executive Officer acting reasonably. To the extent permitted by applicable law, accumulated vacation time or pay may notbe carried forward except with the prior approval of the Board of Directors.

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	Reimbursement of Expenses
	4.8 Upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitationsprovided by the Company from time to time, the Company shall reimburse the Executive for all reasonable and necessary business andtravel expenses actually incurred by the Executive directly in connection with the Business affairs of the Company and the performanceof the Executive’s duties hereunder (collectively, the “Expenses”). The Executive shall comply with such reasonable limitations andreporting requirements with respect to such Expenses, including provision of receipts and related documentation, as the Chief ExecutiveOfficer may establish from time to time.
	Stock Options
	4.9 Option grants. Subject to the following and the provisions of Section 4.10 herein, it is hereby acknowledged and agreedthat, on or about the Effective Date hereof, the Executive will be granted, in accordance with the terms and conditions of the Company’sexisting 2020 Stock Incentive Plan (the “Option Plan”), an initial incentive stock option (the “Option”) to purchase up to an aggregateof 500,000 common shares of the Company (each, an “Option Share”), and vesting as to initial one-third of the Option Shares on theEffective Date with the balance of two-thirds of the Option Shares vesting monthly and at the end of each month during the Term, at anexercise price equal to the closing price of the Company’s shares on the Nasdaq Capital Market on the date of the Option grant and for anexercise period ending seven years from the date of grant.
		In this regard it is hereby acknowledged that the Option granted to the Executive herein was 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 further Options granted by the Company to the Executive shall bereviewed and renegotiated at the request of either Party on a reasonably consistent basis during the Term and during the continuance ofthis Agreement and, in the event that the Parties cannot agree, then the number of Options shall be increased on an annual basis by thepercentage which is the average percentage of all increases to Company executive officer Options within the Company during theprevious 12-month period; and in each case on similar and reasonable exercise terms and conditions. Any dispute respecting either theeffectiveness or magnitude of the final number and terms of any such further Option grants hereunder shall be determined by arbitrationin accordance with Article 11 herein.
	4.10 Option registration and compliance. In this regard, and subject also to the following, it is hereby acknowledged andagreed that the exercise of any such Options shall be subject, at all times, to such vesting and resale provisions as may then be containedin the Option Plan and as may be finally determined by the Board of Directors, acting reasonably. In this regard, and in accordance withthe terms and conditions of each final form of Company Option agreement, as the same may exist from time to time, the Parties herebyalso 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-8Registration Statement”) within one year after the Effective Date hereof covering the issuance of all Option Shares ofthe Company underlying the then issued Options, and such Form S-8 Registration Statement shall comply with allrequirements of the United States Securities Act of 1933, as amended (the “Securities Act”). In this regard the Companyshall use its best efforts to ensure that the Form S-8 Registration Statement remains effective as long as such Options areoutstanding, and the Executive fully understands and acknowledges that any

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	such Option Shares will be issued in reliance upon the exemption afforded under the Form S-8 Registration Statementwhich is available only if the Executive acquires such Option Shares for investment purposes and not with a view todistribution. The Executive is familiar with the phrase “acquired for investment and not with a view to distribution” as itrelates 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, if applicable, of the exemption afforded under Rule 16b-3 promulgated under the Securities andExchange Act of 1934, as amended (the “Exchange Act”). Without limiting the foregoing, the Company shall have anindependent committee of the Board of Directors approve each grant of Options to the Executive and, if required, by theapplicable regulatory authorities and the shareholders of the Company. If and when required, the Company shall file, onbehalf of the Executive, all reports required to filed with the SEC pursuant to the requirements of Section 16(a) under theExchange Act and applicable rules and regulations;
		(c) Disposition of any Option Shares: the Executive 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 eventmake any disposition of all or any portion of the Option Shares which the Executive may acquire hereunder unless anduntil:
	(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 Executiveshall have furnished the Company with an opinion of the Executive’s own counsel to the effect that suchdisposition will not require registration of any such Option Shares under the Securities Act; and (C) such opinionof the Executive’s counsel shall have been concurred in by counsel for the Company and the Company shall haveadvised the Executive of such concurrence; and
		(d) Payment for any Option Shares: it is hereby further acknowledged and agreed that, during the Term and any continuance
	of this Agreement, the Executive shall be entitled to exercise any Option granted and pay for the same by way of theprior agreement of the Executive, in the Executive’s sole and absolute discretion, and with the prior knowledge of theCompany, to settle any indebtedness which may be due and owing by the Company under this Agreement in payment forthe exercise price of any Option Shares acquired thereunder.
				No other Benefits
				4.11 The Executive is not entitled to any other payment, benefit, perquisite, allowance or entitlement other than as specificallyset out in this Agreement or as otherwise approved by the Chief Executive Officer and agreed to in writing and signed by either of theCompany and the Executive.

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	Payment of compensation and status as a taxable employee
	4.12 It is hereby also acknowledged and agreed that, unless otherwise agreed to in advance and in writing by the Parties, theExecutive will be classified as a taxable employee of the Company for all purposes, such that all compensation which is provided by theCompany to the Executive under this Agreement, or otherwise, will be calculated on a net basis and otherwise for which statutory taxeswill first be deducted by the Company.
Article 5
		TERMINATION
	Definitions
	5.1 For the purposes of this Article 5, the following terms have the following meanings:
			(a) “Change of Control” means any of:
				(i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more
					persons acting jointly or in concert (other than the Company or any Affiliate or Subsidiary) thereafter acquiresthe direct or indirect “beneficial ownership” (as defined in the BCA) of, or acquires the right to exercise controlor direction over, securities of the Company representing 50% or more of the then issued and outstanding votingsecurities of the Company in any manner whatsoever, and including, without limitation, as a result of a Take-Over Bid, an issuance or exchange of securities, an amalgamation of the Company with any other person, anarrangement, a capital reorganization or any other business combination or reorganization;
				(ii) the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any
					group of two or more persons acting jointly or in concert (other than a wholly-owned Subsidiary of theCompany);
				(iii) the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is
					acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutoryarrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (otherthan an exchange of securities with a wholly-owned Subsidiary of the Company); or
				(iv) the Board of Directors passes a resolution to the effect that an event comparable to an event set forth in this
					definition has occurred;
			(b) “Good Reason” means:
				(i) without the express written consent of the Executive, the assignment to the Executive of any duties materially
					inconsistent with the Executive’s position, duties and responsibilities with the Company immediately prior tosuch assignment, or any removal of the Executive from, or any failure to re-elect the Executive to, materialpositions, duties and responsibilities with the Company;

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	(ii) a material reduction in total compensation, including Monthly Salary, incentive compensation, including Options,
		Benefits (including pension, life insurance, health and accident benefits) and perquisites the Executive wasreceiving immediately prior to insolvency or a Change of Control; or
	(iii) any reason which would be considered to amount to constructive dismissal by a court of competent jurisdiction;
			(c) “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;
			(d) Take-Over Bid” means a take-over bid as defined in National Instrument 62-104 – Take-Over Bids and Issuer Bids; and
			(e) “Total Disability” means any physical or mental incapacity, disease or affliction of the Executive (as determined by a
	legally qualified medical practitioner or by a court in accordance with the Company’s group benefit plan) which hasprevented or which will prevent the Executive from performing the essential duties of the Executive’s positions (takinginto account reasonable accommodation by the Company) for a continuous period of six months or any cumulativeperiod of 180 days in any 12 consecutive month period.
				Termination
				5.2 Notwithstanding any other provision in this Agreement, the Executive’s employment may be terminated at any time asfollows:
			(a) Death. This Agreement and the Executive’s employment shall automatically terminate upon the death of the Executive.
	In such event, the Company shall provide, and the Executive shall be entitled to receive, the payments and entitlementsas set out in Section 5.4 herein;
			(b) Total Disability. The Company may terminate this Agreement and the Executive’s employment at any time as a result of
	Total Disability upon providing 30 calendar days’ written notice to the Executive. In such event, the Company shallprovide, and the Executive shall be entitled to receive, the payments, benefits and entitlements as set out in Section 5.5herein;
			(c) Just Cause. The Company may terminate this Agreement and the Executive’s employment at any time forthwith for any
	Just Cause;
			(d) Non-Renewal. This Agreement and the Executive’s employment shall terminate upon the delivery of a Company’s Non-
	Renewal Notice in accordance with Section 2.2 herein. In such event, the Company shall provide, and the Executiveshall be entitled to receive, the payments, benefits and entitlements as set out in Section 5.6 herein;
			(e) Without Just Cause. The Company may terminate this Agreement and the Executive’s employment at any time without
	Just Cause and for any reason or no reason whatsoever by providing written notice to the Executive specifying theeffective Date of Termination (such date being not less than one month after the date of the Company’s written notice)(which may be forthwith). In such event, the

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	Company shall provide, and the Executive shall be entitled to receive, the payments, benefits and entitlements as set outin Section 5.7 herein;
		(f) Resignation. The Executive may terminate this Agreement and the Executive’s employment at any time by providing
	written notice to the Board of Directors specifying the Date of Termination (such date being not less than three monthsafter the date of the Executive’s written notice). The Company may elect to deem any date prior to the date specified inthe notice as the Date of Termination. For greater certainty, the Executive shall not be entitled to any further paymentswhatsoever beyond the date specified by the Company; and
		(g) Change of Control. The Executive may terminate this Agreement and the Executive’s employment at any time in
	connection with any Change of Control of the Company by providing not less than 90 calendar days’ notice in writing ofsaid Date of Termination to the Company after the Change of Control has been effected; provided, however, that theCompany may waive or abridge any notice period specified in such notice in its sole and absolute discretion; andprovided, further, that the Company will be entitled to carefully review and object to any said Change of Controldesignation by the Executive within 30 calendar days of said notice; the final determination of which, upon dispute, ifany, to be determined by arbitration in accordance with Article 11 herein.
			Termination for Just Cause or Resignation
			5.3 If this Agreement and the Executive’s employment is terminated pursuant to either subsections 5.2(c) or 5.2(f) herein, thenthe Company shall pay to the Executive an amount equal to the Monthly Salary and Vacation pay earned by and payable to the Executiveup to the Date of Termination, and the Executive shall have no entitlement to any further notice of termination, payment in lieu of noticeof termination, continuation of Benefits or any damages whatsoever. Participation in all bonus plans (specifically including any Bonus)or other equity or profit participation plans terminates immediately upon the Date of Termination and the Executive shall not be entitledto any additional Bonus or incentive award, pro rata or otherwise, except as may have been owing to the Executive for the Company’scompleted fiscal year immediately preceding the Date of Termination.
			Termination by Reason of Death
			5.4 If this Agreement and the Executive’s employment is terminated pursuant to subsection 5.2(a) herein, then the Companyshall pay to and provide the Executive’s estate and, if applicable, the Executive’s immediate family members, with the following:
		(a) the Company shall pay an amount equal to the Monthly Salary and Vacation pay earned by and payable to the Executive
	up to the Date of Termination; and the Executive shall then have no entitlement to any further notice of termination,payment in lieu of notice of termination, continuation of Benefits or any damages whatsoever save and except anyentitlements to statutory termination, continuation of Benefits and termination pay that may be required in suchcircumstances;
		(b) the Company shall pay the Executive’s annual performance Bonus entitlements (if any) calculated pro rata for the period
	up to the Date of Termination based on the achievement of the objectives to such date, such payment(s) being madeimmediately if the amount can be readily determined but, in any event, no later than 30 calendar days following theBoard of Directors’ approval of the audited financial

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	statements for the fiscal year in which the Date of Termination occurs; and the Executive shall then have no right tofurther participation in all Company bonus plans (specifically including any Bonus) or other equity or profit participationplans which terminate immediately upon the Date of Termination; and
		(c) subject to Section 5.10 herein, and 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 anyunexercised and fully vested portion of any Options on the Date of Termination at any time during 12 months from theDate of Termination (the “Termination Option Exercise Period”).
			Termination by Reason of Total Disability
			5.5 If this Agreement and the Executive’s employment is terminated pursuant to subsection 5.2(b) herein, then the Companyshall pay to and provide the Executive with the following:
		(a) the Company shall pay an amount equal to the Monthly Salary and Vacation pay earned by and payable to the Executive
	up to the Date of Termination; and the Executive shall then have no entitlement to any further notice of termination,payment in lieu of notice of termination, continuation of Benefits or any damages whatsoever save and except anyentitlements to statutory termination, continuation of Benefits and termination pay that may be required in suchcircumstances;
		(b) the Company shall pay the Executive’s annual performance Bonus entitlements (if any) calculated pro rata for the period
	up to the Date of Termination based on the achievement of the objectives to such date, such payment(s) being madeimmediately if the amount can be readily determined but, in any event, no later than 30 calendar days following theBoard of Directors’ approval of the audited financial statements for the fiscal year in which the Date of Terminationoccurs; and the Executive shall then have no right to further participation in all Company bonus plans (specificallyincluding any Bonus) or other equity or profit participation plans which terminate immediately upon the Date ofTermination;
		(c) subject to provisions of any of the Company’ plans and arrangements under which Benefits are being provided to the
	Executive hereunder, continue each of the Executive’s Benefits in full force and effect for a period of 12 months from theDate of Termination; and
		(d) subject to Section 5.10 herein, and 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 anyunexercised and fully vested portion of any Options on the Date of Termination at any time during the TerminationOption Exercise Period.
			Termination by for Non-Renewal
			5.6 If this Agreement and the Executive’s employment is terminated by the Company in accordance with a Company’s Non-Renewal Notice pursuant to subsection 5.1(d) herein, then the following provisions shall apply:
		(a) the Company shall pay to the Executive an amount equal to the Monthly Salary and Vacation pay earned by the Executive
	and payable to the Executive up to the Date

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	of Termination, together with any other Vacation pay required to comply with applicable employment standardslegislation;
		(b) the Company shall pay to the Executive the Executive’s annual performance Bonus entitlements (if any) calculated pro
	rata for the period up to the Date of Termination based on achievement of the objectives to such date, such payment(s)being made not later than 30 calendar days following the Board of Directors’ approval of the audited financial statementsfor the fiscal year in which the Date of Termination occurs;
		(c) the Company shall pay to the Executive, as termination pay, an amount equal to four months’ Monthly Salary for each
	completed full year of employment with the Company under this Agreement commencing from the Effective Date up toa total maximum of 16 months’ Monthly Salary based on the Executive’s Monthly Salary as at the Date of Termination(collectively, the “Termination Amount” herein). Unless otherwise agreed to in writing between the Parties, theforegoing Termination Amount shall be paid within 30 calendar days of the Date of Termination;
		(d) subject to provisions of any of the Company’ plans and arrangements under which Benefits are being provided to the
	Executive hereunder, continue each of the Executive’s Benefits to remain in full force and effect for a period of 12months from the Date of Termination;
		(e) the Company shall pay the Executive an amount equal to the greater of (i) the average of the STIP paid to the Executive
	for the previous two years and (ii) 80% of the Executive’s target annual STIP for the current fiscal year of the Companyif the Executive has been employed by the Company for less than two years as at the Date of Termination; and
		(f) subject to Section 5.10 herein, and 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 anyunexercised and fully vested portion of any Options on the Date of Termination at any time during the TerminationOption Exercise Period.
			Termination Without Just Cause
			5.7 If this Agreement and the Executive’s employment is terminated by the Company without Just Cause pursuant tosubsection 5.1(e) herein, then the following provisions shall apply:
		(a) the Company shall pay to the Executive an amount equal to the Monthly Salary and Vacation pay earned by the Executive
	and payable to the Executive up to the Date of Termination, together with any other Vacation pay required to complywith applicable employment standards legislation;
		(b) the Company shall pay to the Executive the Executive’s annual performance Bonus entitlements (if any) calculated pro
	rata for the period up to the Date of Termination based on achievement of the objectives to such date, such payment(s)being made not later than 30 calendar days following the Board of Directors’ approval of the audited financial statementsfor the fiscal year in which the Date of Termination occurs;

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	(c) the Company shall pay to the Executive, as termination pay, an amount equal to 12 months’ Monthly Salary plus an
		additional one month’s Monthly Salary for each completed full year of employment with the Company under thisAgreement commencing from the Effective Date up to a total maximum of 16 months’ Monthly Salary based on theExecutive’s Monthly Salary as at the Date of Termination (collectively, the “Termination Amount” herein). Unlessotherwise agreed to in writing between the Parties, the foregoing Termination Amount shall be paid within 30 calendardays of the Date of Termination;
	(d) subject to provisions of any of the Company’ plans and arrangements under which Benefits are being provided to the
		Executive hereunder, continue each of the Executive’s Benefits to remain in full force and effect for a period of 12months from the Date of Termination;
	(e) the Company shall pay the Executive an amount equal to the greater of (i) the average of the STIP paid to the Executive
		for the previous two years and (ii) 80% of the Executive’s target annual STIP for the current fiscal year of the Companyif the Executive has been employed by the Company for less than two years as at the Date of Termination; and
	(f) subject to Section 5.10 herein, and 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 anyunexercised and fully vested portion of any Options on the Date of Termination at any time during the TerminationOption Exercise Period.
			Termination for any Change of Control
			5.8 Termination by the Executive. If this Agreement and the Executive’s employment is terminated pursuant to subsection5.2(g) herein, then the Company shall pay to and provide the Executive with the following:
	(a) the Company shall pay to the Executive an amount equal to the Monthly Salary and Vacation pay earned by the Executive
		and payable to the Executive up to the Date of Termination, together with any other Vacation pay required to complywith applicable employment standards legislation;
	(b) the Company shall pay to the Executive the Executive’s annual performance Bonus entitlements (if any) calculated pro
		rata for the period up to the Date of Termination based on achievement of the objectives to such date, such payment(s)being made not later than 30 calendar days following the Board of Directors’ approval of the audited financial statementsfor the fiscal year in which the Date of Termination occurs;
	(c) the Company shall pay to the Executive, as termination pay, an amount equal to 12 months’ Monthly Salary plus an
		additional one month’s Monthly Salary for each completed full year of employment with the Company under thisAgreement commencing from the Effective Date up to a total maximum of 16 months’ Monthly Salary based on theExecutive’s Monthly Salary as at the Date of Termination (collectively, the “Termination Amount” herein). Unlessotherwise agreed to in writing between the Parties, the foregoing Termination Amount shall be paid within 30 calendardays of the Date of Termination;

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	(d) subject to provisions of any of the Company’ plans and arrangements under which Benefits are being provided to the
		Executive hereunder, continue each of the Executive’s Benefits to remain in full force and effect for a period of 12months from the Date of Termination;
	(e) the Company shall pay the Executive an amount equal to the greater of (i) the average of the STIP paid to the Executive
		for the previous two years and (ii) 80% of the Executive’s target annual STIP for the current fiscal year of the Companyif the Executive has been employed by the Company for less than two years as at the Date of Termination; and
	(f) subject to Section 5.10 herein, and 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 anyunexercised and fully vested portion of any Options on the Date of Termination at any time during the TerminationOption Exercise Period.
			5.9 Termination by the Company. If at any time within 12 months following a Change of Control (i) the Executive is givennotice that the Executive’s employment is terminated by the Company other than for Just Cause or (ii) the Executive’s employment isterminated by the Executive for Good Reason and the Executive gives notice to the Company to that effect and after 30 calendar days theCompany does not cure the act or omission which constitutes Good Reason, then the Company shall pay to and provide the Executive theentitlements set forth in Section 5.8 herein.
			Executive to Provide Release
			5.10 The Executive acknowledges and agrees that the payments pursuant to this Article 5 shall be in full satisfaction of allterms of termination of the Executive’s employment. Except as otherwise provided in this Article 5, the Executive shall not be entitled toany further notice of termination, payment in lieu of notice of termination, benefits continuation, damages or any additionalcompensation whatsoever. As a condition precedent to any payments or benefits pursuant to Sections 5.4, 5.5, 5.6, 5.7 and 5.8 herein, theExecutive shall deliver a full and final release from all actions or claims, known and unknown, in connection with the Executive’semployment with the Company or the termination thereof in favour of the Company, their Subsidiaries, their Affiliates and all of theirrespective officers, directors, trustees, shareholders, employees, attorneys, insurers and agents, such release to be in a form satisfactory tothe Company. No payments or benefits under Sections 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 herein shall be made until such release has beensigned and returned by the Executive.
			Executive to Provide Resignation
			5.12 The Executive covenants and agrees that, upon any termination of this Agreement and of the Executive’s employment,howsoever caused, the Executive shall forthwith tender the Executive’s resignation from all offices, directorships and trusteeships thenheld by the Executive with the Company or with any of their respective Subsidiaries or Affiliates, such resignation to be effective uponthe Date of Termination. If the Executive fails to resign as set out above, the Executive will be deemed to have resigned from all suchoffices, directorships and trusteeships, and the Company are hereby authorized by the Executive to appoint any person in the Executive’sname and on the Executive’s behalf to sign any documents or do anything necessary or required to give effect to such resignation.

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	Return of Property
	5.13 All equipment, keys, pass cards, credit cards, software, material, data, written correspondence, memoranda,communication, reports or other documents or property pertaining to the Business of the Company used or produced by the Executive inconnection with the Executive’s employment, or in the Executive’s possession or under the Executive’s control, shall at all times remainthe property of the Company. The Executive shall return all property of the Company in the Executive’s possession or under theExecutive’s control in good condition forthwith upon any request by the Company or upon any termination of this Agreement and of theExecutive’s employment (regardless of the reason for such termination).
Article 6
		CONFIDENTIALITY
	Confidential Information
	6.1 The Executive acknowledges that:
			(a) the Executive may, during the Term and during the continuance of this Agreement, acquire information which is
				confidential in nature or of great value to the Company and their respective Subsidiaries and Affiliates and including,without limitation, matters or subjects concerning corporate assets, cost and pricing data, customer listing, financialreports, formulae, inventions, know-how, marketing strategies, products or devices, profit plans, research anddevelopment 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 theCompany, unauthorized personnel of the Company or to third parties would be highly detrimental to the best interests ofthe Company and their Business interests; and
			(b) the right to maintain the confidentiality of Confidential Information, and the right to preserve the Company’ goodwill,
				constitute proprietary rights which the Company are entitled to protect.
	Protection of Confidential Information
	6.2 While employed by the Company and following the termination of this Agreement and the Executive’s employment(regardless of the reason for any termination), the Executive shall not, directly or indirectly, in any way use or disclose to any person anyConfidential Information except as provided for herein. The Executive agrees and acknowledges that the Confidential Information of theCompany is the exclusive property of the Company to be used exclusively by the Executive to perform the Executive’s Services andduties and fulfil the Executive’s obligations to the Company and not for any other reason or purpose. Therefore, the Executive agrees tohold all such Confidential Information in trust for the Company, and the Executive further confirms and acknowledges the Executive’sfiduciary duty to use best efforts to protect the Confidential Information, not to misuse such information, and to protect such ConfidentialInformation from any misuse, misappropriation, harm or interference by others in any manner whatsoever. The Executive agrees toprotect the Confidential Information regardless of whether the information was disclosed in verbal, written, electronic, digital, visual orother form, and the Executive hereby agrees to give notice immediately to the Company of any unauthorized use or disclosure ofConfidential Information of which the Executive becomes aware. The Executive further agrees to assist the Company in remedying anysuch unauthorized use or disclosure of Confidential

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	Information. In the event that the Executive is requested or required to disclose to third parties any Confidential Information or anymemoranda, opinions, judgments or recommendations developed from the Confidential Information, the Executive will, prior todisclosing such Confidential Information, provide the Company with prompt written notice of such request(s) or requirement(s) so thatthe Company may seek appropriate legal protection or waive compliance with the provisions of this Agreement. The Executive will notoppose action by, and will cooperate with, the Company to obtain legal protection or other reliable assurance that confidential treatmentwill be accorded the Confidential Information. The restrictions on the Executive’s use or disclosure of any of the Company’ information,including Confidential Information as set forth in this Article 6, shall continue following the expiration or termination of this Agreementregardless of the reasons for or manner of such termination.
	Corporate Opportunity
	6.3 Any business opportunities related in any way to the Business and affairs of the Company or any of their respectiveSubsidiaries or Affiliates which become known to the Executive during the Executive’s employment hereunder shall be fully disclosedand made available to the Company and shall not be appropriated by the Executive under any circumstance without the prior writtenconsent of the Company.
Article 7
		RESTRICTIVE COVENANTS
	Non-Competition
	7.1 The Executive covenants and agrees that the Executive will not (without the prior written consent of the Company) at anytime during the Executive’s employment with the Company, nor for a period of time which matches the required notice period as outlinedin the Article 5 herein up to a maximum of 12 months, following the Date of Termination regardless of whether such termination isvoluntary or involuntary, lawful or unlawful, and with or without cause), directly or indirectly, anywhere within the Territory (as hereindefined), either individually or in partnership, jointly with or on behalf of any other person, firm, association, syndicate, company orcorporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in, carry on or otherwise beconcerned with, any Competitive Business (as herein defined). Notwithstanding the foregoing, the Executive shall not be in defaultunder this provision by virtue of:
			(a) holding, strictly for investment purposes and as a passive investor, not more than one percent (1%) of the issued and
				outstanding shares of business that is Competitive Business, the shares of which are listed on a recognized stockexchange;
			(b) any involvement in an undertaking that carried on multiple businesses, one of which is a Competitive Business, provided
				the Executive is not involved, directly or indirectly, in the Competitive Business; or
			(c) being employed by or provided services to a Competitive Business if such employment or services engagement is not in
				the Same or Similar Capacity.
				In this Agreement:
			“Competitive Business” means a business that manufactures, markets, distributes or sells three-wheeled electric vehicles;

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	“Date of Termination” means the Executive’s last active day of employment with the Company without regard to any notice oftermination or pay in lieu thereof, deemed or notional notice period, or period during which the Executive receives pay in lieu ofnotice, termination pay, severance payments or salary continuance, whether pursuant to statute, this Agreement, common law orotherwise;
	“Same of Similar Capacity” means: (i) the same or similar capacity or function in which the Executive worked for the Companyat the time during the 12 months prior to the Date of Termination; and/or (ii) any other capacity where the Executive’s knowledgeof Confidential Information of the Company or its subsidiaries could provide a competitive advantage to any CompetitiveBusiness; and
	“Territory” means Canada and the United States of America.
		Non-Solicitation
		7.2 The Executive covenants to not (without prior written consent of the Company) at any time during the Executive’semployment with the Company, nor during the periods set out below, directly or indirectly, either individually or in partnership, jointly orin conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee,consultant, or in any manner whatsoever:
	(a) for the 12 month period following the date the Executive ceases to be employed with the Company or any other
			termination of this Agreement (regardless of who initiated the termination and whether with or without Just Cause),solicit or entice away, or endeavour to solicit or entice away from the Company, employ, or otherwise engage (as anemployee, independent consultant, independent sales representative, or otherwise) any person who is employed by theCompany or employed as a consultant or independent sales representative by the Company as at the Date of Terminationor who was so employed or employed within the 12 month period preceding such date; or
	(b) for the 12 month period following the date the Executive ceases to be employed with the Company or any other
			termination of this Agreement (regardless of who initiated the termination and whether with or without Just Cause), forany purpose competitive with the Business, canvass, solicit or approach for orders, or cause to be canvassed or solicitedor approached for orders, or accept any business or patronage from any person or entity (i) who is or which is a customer,client, supplier, licensee or business relation of the Company as at the Date of Termination or within the one monthperiod preceding such date and (ii) with whom the Executive worked, or about whom the Executive receivedConfidential Information, during the course of employment with the Company; or
	(c) for the 12 month period following the date the Executive ceases to be employed with the Company or any other
			termination of this Agreement (regardless of who initiated the termination and whether with or without Just Cause),induce or attempt to induce any customer, client, supplier, licensee or business relationship of the Company to ceasedoing business with the Company; or
	(d) for the period following the date the Executive ceases to be employed with the Company or any other termination of this
			Agreement (regardless of who initiated the termination and whether with or without Just Cause), disparage the Company

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	or their respective Subsidiaries, Affiliates, directors, officers, employees, customers, clients, suppliers, licensees orbusiness relations of the Company.
		Non-Interference
		7.3 The Executive covenants to not (without prior written consent of the Company) at any time during the Executive’semployment with the Company, nor for a period of 12 months thereafter, interfere with any contractual relationship between theCompany and any party that was a licensor, buyer, customer, partner, joint venturer or vendor (each, a “Contract Partner”) of theCompany or that the Company were actively soliciting to be a Contract Partner during the 12 month period preceding that date uponwhich the Executive ceases to be employed with the Company. For purposes of this section, the Executive shall be deemed to interferewith a contractual relationship with a Contract Partner if (i) the Executive takes any action that the Executive, or a person in a similarposition, should reasonably anticipate could result in a material adverse change of the terms of such relationship or (ii) the Executivedisparages the Company, or any of their respective directors, officers, stockholders or employees, in any manner reasonably foreseeableto be harmful to the Company, or their reputation, or the personal or business reputation of such directors, officers, stockholders oremployees; provided that the Executive may respond accurately and fully to any question, inquiry or request for information whenrequired by legal process.
		Company
		7.4 For the purposes of Sections 7.2 and 7.3, references to the “Company” shall be deemed to include the Company, theirrespective successors (whether direct or indirect) by purchase, amalgamation, merger or otherwise of the Business, and their respectiveSubsidiaries, Affiliates and their subsidiaries.
Article 8
			OWNERSHIP OF INTELLECTUAL PROPERTY
		Definitions
		8.1 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 andcomputer 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 tothe present or proposed programs, services, products or business of the Company, or to tasks assigned to the Executive in connection withthe Executive’s duties or in connection with any research or development carried on or planned by the Company, whether or not suchInventions are conceived, developed, reduced to practice or otherwise made during the Executive’s employment or during regularworking hours and whether or not the Executive is specifically instructed to conceive, develop, reduce to practice or otherwise makesame.

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	Exclusive Property
	8.2 The Executive agrees that all Inventions, and any and all services and products which embody, emulate or employ anysuch 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
	8.3 For purposes of all applicable copyright laws to the extent, if any, that such laws are applicable to any such Invention orany such service or product, it shall be considered a work made for hire and the Company shall be considered the author thereof.
	Disclosure
	8.4 The Executive will promptly disclose to the Company, or any persons designated by it, all Inventions and all such servicesor products.
	Assignment
	8.5 The Executive hereby assigns and further agrees to, from time to time as such Inventions arise, assign to the Company ortheir respective nominee (or their respective successors or assigns) all of the Executive’s right, title and interest in and to the Inventionsand the Intellectual Property Rights without further payment by the Company.
	Moral Rights
	8.6 The Executive hereby waives and further agrees to, from time to time as such Inventions arise, waive for the benefit of theCompany and their respective successors or assigns all the Executive‘s moral rights in respect of the Inventions.
	Further Assistance
	8.7 The Executive agrees to assist the Company in every proper way (but at the Company’ expense) to obtain and, from timeto time, enforce the Intellectual Property Rights and to the Inventions in any and all countries, and to that end will execute all documentsfor 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 them. The Executive’s obligation to assistthe Company in obtaining and enforcing such Intellectual Property Rights in any and all countries shall continue beyond the terminationof this Agreement for any reason.
	Representations and Warranties
	8.8 The Executive hereby represents and warrants that the Executive is subject to no contractual or other restriction orobligation that will in any manner limit the Executive’s obligations under this Agreement or its Services or activities on behalf of theCompany. The Executive hereby represents and warrants to the Company that the Executive has no continuing obligations to any person(i) with respect to any previous invention, discovery or other item of intellectual property or (ii) that require the Executive not to disclosethe same.

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Article 9
REMEDIES
	Remedy
	9.1 The Executive acknowledges and agrees that the Executive is employed in a fiduciary capacity, with obligations of trustand loyalty owed by the Executive to the Company. Accordingly, the Executive agrees that the restrictions in Articles 6, 7 and 8 hereinare reasonable in the circumstances of the Executive’s employment and that the Business and affairs of the Company cannot be properlyprotected from the adverse consequences of the actions of the Executive other than by the restrictions set forth in this Agreement. If anyof the restrictions are determined to be unenforceable as going beyond what is reasonable in the circumstances for the protection of theinterests of the Company but would be valid; for example, if the scope of their time periods or geographic areas were limited; the Partiesconsent to the court making such modifications as may be required and such restrictions shall apply with such modifications as may benecessary to make them valid and effective.
	Injunctions, etc.
	9.2 The Executive acknowledges and agrees that, in the event of a breach of the covenants, provisions and restrictions inArticles 6, 7 and 8 herein by the Executive, the Company’ remedy in the form of monetary damages will be inadequate. Therefore, theCompany shall be and are hereby authorized and entitled, in addition to all other rights and remedies available to them, to apply to a courtof competent jurisdiction for interim and permanent injunctive relief and an accounting of all profits and benefits arising out of suchbreach without the necessity of posting a bond or other security.
	Loss of Entitlements
	9.3 In addition to all other rights and remedies available to the Company, the Executive acknowledges and agrees that theExecutive will immediately lose and not be entitled to the payments and benefits set out in Article 5 herein if the Executive breaches anyof the covenants in Articles 6, 7 or 8 herein.
	Survival
	9.4 Each and every provisions of Articles 1, 6, 7, 8 and 9 herein shall survive the termination of this Agreement and theExecutive’s employment hereunder (regardless of the reason for such termination).
Article 10
		INDEMNIFICATION AND LEGAL PROCEEDINGS
	Indemnification
	10.1 The Parties hereby each agree to indemnify and save harmless the other Party and including, where applicable, the otherParty’s respective Subsidiaries and Affiliates and each of their respective directors, officers, associates, affiliates and agents (each suchparty 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 investigative expenses incurred by anyIndemnified Party, to which an Indemnified Party may become subject by reason of the terms and conditions of this Agreement.

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	No indemnification
	10.2 This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a court of competentjurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of wilful misconduct.
	Claim of indemnification
	10.3 The Parties agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforceany other right, power, remedy, security or claim payment from any other person before claiming this indemnity.
	Notice of claim
	10.4 In case any action is brought against an Indemnified Party in respect of which indemnity may be sought against either ofthe Parties (said Party then being the “Indemnitee”), the Indemnified Party will give both Parties prompt written notice of any suchaction of which the Indemnified Party has knowledge and the Indemnitee will undertake the investigation and defense thereof on behalfof the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Party affected and the Indemniteeand the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Indemnitee of the Indemnitee‘sobligation of indemnification hereunder unless (and only to the extent that) such failure results in a forfeiture by the Indemnitee ofsubstantive rights or defenses.
	Settlement
	10.5 No admission of liability and no settlement of any action shall be made without the consent of each of the Parties and theconsent of the Indemnified Party affected, such consent not to be unreasonable withheld.
	Legal Proceedings
	10.6 Notwithstanding that the Indemnitee will undertake the investigation and defense of any action, an Indemnified Party willhave the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of suchcounsel will be at the expense of the Indemnified Party unless:
		(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
	10.7 If for any reason other than the gross negligence or bad faith of the Indemnified Party being the primary cause of the lossclaim, damage, liability, cost or expense, the foregoing indemnification is unavailable to the Indemnified Party or insufficient to holdthem harmless, the

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	Indemnitee shall contribute to the amount paid or payable by the Indemnified Party as a result of any and all such losses, claim, damagesor liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitee on the one hand andthe Indemnified Party on the other, but also the relative fault of the Indemnitee and the Indemnified Party and other equitableconsiderations which may be relevant. Notwithstanding the foregoing, the Indemnitee shall in any event contribute to the amount paid orpayable 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 suchamount over the amount of the fees actually received by the Indemnified Party hereunder.
Article 11
		ARBITRATION
	Matters for arbitration
	11.1 Except for matters of indemnity or in the case of urgency to prevent material harm to a substantive right or asset, theParties agree that all questions or matters in dispute with respect to this Agreement shall be submitted to arbitration pursuant to the termshereof. This provision shall not prejudice a Party from seeking a court order or assistance to garnish or secure sums or to seek summaryremedy for such matters as counsel may consider amenable to summary proceedings.
	Notice
	11.2 It shall be a condition precedent to the right of any Party to submit any matter to arbitration pursuant to the provisionshereof that any Party intending to refer any matter to arbitration shall have given not less than five business days’ prior written notice ofits intention to do so to the other Parties together with particulars of the matter in dispute. On the expiration of such five business daysthe Party who gave such notice may proceed to refer the dispute to arbitration as provided for herein. Except for matters of indemnity orin the case of urgency to prevent material harm to a substantive right or asset, the Parties agree that all questions or matters in disputewith respect to this Agreement shall be submitted to arbitration pursuant to the terms hereof. This provision shall not prejudice a Partyfrom seeking a court order or assistance to garnish or secure sums or to seek summary remedy for such matters as counsel may consideramenable to summary proceedings.
	Appointments
	11.3 The Party desiring arbitration shall appoint one arbitrator, and shall notify the other Parties of such appointment, and theother Parties shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, beforeproceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on theappointment of a third arbitrator, to act with them and be chairperson of the arbitration herein provided for. If the other Parties shall failto appoint an arbitrator within five business days after receiving notice of the appointment of the first arbitrator, and if the two arbitratorsappointed by the Parties shall be unable to agree on the appointment of the chairperson, the chairperson shall be appointed in accordancewith the provisions of the Arbitration Act. Except as specifically otherwise provided in this section, the arbitration herein provided forshall be conducted in accordance with such Arbitration Act. The chairperson, or in the case where only one arbitrator is appointed, thesingle arbitrator, shall fix a time and place in Vancouver, British Columbia, Canada, for the purpose of hearing the evidence andrepresentations of the Parties, and the chairperson shall preside over the arbitration and determine all questions of procedure not providedfor by the

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	Arbitration Act or this section. After hearing any evidence and representations that the Parties may submit, the single arbitrator, or thearbitrators, 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
	11.4 The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shallbe final and binding upon each of them.
Article 12
		OTHER PROVISIONS
	Recitals
	12.1 The Company and the Executive represent and warrant to each other that the Recitals set out above are true.
	Currency
	12.2 All amounts payable pursuant to this Agreement are expressed in and shall be paid in Canadian currency unless otherwiseexpressly provided for.
	Withholding
	12.3 All amounts paid or payable and all benefits, perquisites, allowances or entitlements provided to the Executive under thisAgreement are subject to applicable taxes and withholdings. Accordingly, the Company shall be entitled to deduct and withhold fromany amount payable to the Executive hereunder such sums that the Company is required to withhold pursuant to any federal, provincial,state, local or foreign withholding or other applicable taxes or levies. Notwithstanding the foregoing, the Executive acknowledges andagrees that the Executive is solely responsible for all tax liability arising from the Executive’s receipt of any payments, benefits,perquisites, allowances or entitlements as set out in this Agreement.
	Rights and Waivers
	12.4 All rights and remedies of the Parties are separate and cumulative, and none of them, whether exercised or not, shall bedeemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rightsor remedies which either of the Parties may have. Any purported waiver of any default, breach or non-compliance under this Agreementis not effective unless in writing and signed by the Party to be bound by the waiver. No waiver shall be inferred from or implied by anyfailure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be doneby the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver ofthat Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of thesame or any other nature).
	No Representation or Claims
	12.5 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 Companyarising from any Services

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	provided by the Executive to the Company in any capacity prior to the Effective Date of this Agreement.
	Governing Law
	12.6 The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement will be governedexclusively by and construed and enforced in accordance with the laws prevailing in the Province of British Columbia, Canada, and thefederal laws of Canada applicable thereto.
	Notices
	12.7 Any notice or other communication or writing required or permitted to be given under this Agreement or for the purposesof 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.8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8Attention: Kevin Pavlov, Chief Executive OfficerPhone: (818) 738-3888E-mail: kevin.pavlov@electrameccanica.com;
			with a copy to counsel for the Company:
			McMillan LLPSuite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada,V6E 4N7Attention: Thomas J. DeutschPhone: (604) 691-7445E-mail: thomas.deutsch@mcmillan.ca; and
		(b) if to the Executive:
			Mark Orsmond[**]Phone: []E-mail: [**];
	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 mannerprovided in this section. Any notice so delivered will be deemed to have been given and received on the day it is so delivered at suchaddress; provided that such day is not a Business Day (as herein defined) then the notice will be deemed to have been given and receivedon the Business Day next following the day it is so delivered. Any notice so transmitted by facsimile transmission or other form ofrecorded communication will be deemed to have been given and received on the day of its confirmed transmission (as confirmed by thetransmitting medium), provided that if such day is not a Business Day then the notice will be deemed to have been given and received onthe Business Day next following such day. “Business Day” means any day that is not a Saturday, Sunday or civic or statutory holiday inthe Province of British Columbia, Canada.

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	Successors and Assigns
	12.8 This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective heirs, administrators,executors, successors (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) andpermitted assigns. The Company shall have the right to assign this Agreement, or the benefit thereof, to any of their respective Affiliatesor to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company. The Executive, by the Executive’s signature hereto, expressly consents tosuch assignment and, provided that such successor agrees to assume and be bound by the terms and conditions of this Agreement, allreferences to the “Company” hereunder shall include their respective successors. The Company may also agree to enforce, for the benefitof any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) the provisionscontained in Articles 7 and 8, regardless of whether the Company continue to carry on or be involved in the Business. The Executiveshall not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of the Executive’s rights or obligationsunder this Agreement without the prior consent of the Company, which may be arbitrarily withheld.
	Amendment
	12.9 No amendment of this Agreement will be effective unless made in writing and signed by the Parties.
	Severability
	12.10 If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity orunenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisionshereof shall continue in full force and effect. The Parties agree to negotiate in good faith to agree to a substitute provision which shall beas close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable.
	Independent Legal Advice
	12.11 The Parties acknowledge that, prior to executing this Agreement, they have each had the opportunity to obtain independentlegal advice and that they fully understand the nature of this Agreement and that they are entering into this Agreement voluntarily.
	Force Majeure
	12.12 If either Party is at any time either during this Agreement or thereafter prevented or delayed in complying with anyprovisions 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 intransportation, 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 equalin length to the period of each such prevention or delay. A Party shall within three calendar days give notice to the other Parties of eachevent of force majeure under this section, and upon cessation of such event shall furnish the other Parties with notice of that eventtogether with particulars of the number of days by which the obligations of that Party hereunder have been extended by virtue of suchevent of force majeure and all preceding events of force majeure.

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	Time of the essence
	12.13 Time will be of the essence of this Agreement.
	Enurement
	12.14 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
	12.15 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 outthe true intention and to give full force and effect to this Agreement.
	No partnership or agency
	12.16 The Parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoeverconstitute any Party the partner, agent or legal representative of the other Parties, nor create any fiduciary relationship between them forany purpose whatsoever.
	Entire agreement
	12.17 This Agreement constitutes the entire agreement to date between the Parties and supersedes every previous agreement,communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory orotherwise, between the Parties with respect to the subject matter of this Agreement.
	Personal Information
	12.18 The Executive acknowledges that the Company are obligated to comply with the Personal Information Protection Act(British Columbia) and with any other applicable legislation governing the collection, use, storage and disclosure of personal information. The Executive agrees to comply with all of the Company’ personal information protection policies and with other policies, controls andpractices 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.
	Captions
	12.19 The headings, captions, Article, section and subsection numbers appearing in this Agreement are inserted for convenienceof reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect thisAgreement.
	Ambiguities
	12.20 As each Party and its legal counsel have participated in the review and revision of this Agreement, any rule of constructionto the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement.

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	Accessibility
	12.21 The Company have policies to support employees with disabilities, including, but not limited to, policies regarding theprovision of job accommodations that take into account an employee’s accessibility needs due to disability.
	Counterparts
	12.22 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of whichtogether shall constitute one and the same instrument.
		[The rest of this page left intentionally blank. The signature page follows.]

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	IN WITNESS WHEREOF the Parties have hereunto set their respective hands and seals as at the Effective Date as
		hereinabove determined.
		The COMMON SEAL of ELECTRAMECCANICA VEHICLES CORP., the Company herein, was hereunto affixed in the presence of:	)))))))
			(C/S)
		/s/ Kevin Pavlov	)
		Authorized Signatory	)
		SIGNED, SEALED and DELIVERED by MARK ORSMOND, the Executive herein:	))))))
				/s/ Mark Orsmond
)				MARK ORSMOND
))))

Exhibit 10.14
	Ca ada
	ElectraMeccanica Vehicles Corp.8057 N Fraser Way, Burnaby,British Columbia, V5J 5M8,Canada1-604-428-7656 (SOLO)www.electrameccanica.com
		CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPETHAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
			December 2, 2022
		Susan Docherty[**][][**]
		Delivered Electronically via Email
		Re:		Offer of Employment
		Dear Susan:
		We are delighted to enter into this Executive Employment Agreement (the “Agreement”) to memorialize the terms under which you will serve as Chief Executive Officerof ElectraMeccanica Vehicles Corp. (the “Parent”) and ElectraMeccanica USA, LLC (the “Company”), a wholly-owned subsidiary of Parent. This offer is contingent uponthe satisfactory completion of reference, litigation, and background checks.
		Your start date will be December 5, 2022 (the “Start Date”). Once this Agreement becomes effective, it will form the entire agreement between you and the Companywith respect to the matters described in this Agreement and it will supersede and replace any prior understandings (whether oral or written) with respect to the subjectmatter described herein. If you have any questions about the information below, please contact me directly.
		Provision			Agreement
		Location:			Your principal place of employment will be the Company’s executive offices in Mesa, Arizona.
		Title; Reporting; Duties;No Conflicts:
					Beginning on the Start Date, you will serve as the Chief Executive Officer of the Company and the Parent, reporting directly to theParent’s Board of Directors (the “Board”). While serving as the Chief Executive Officer, you will have control over, andresponsibility for, the day-to-day operations of the Company and Parent and shall have such other duties, authorities andresponsibilities commensurate for such or a similar position at a similarly-situated company and such additional duties as may beassigned to you by the Board from time to time.
					You understand that: (i) your employment services will be full-time and exclusive to the Company and Parent and that you will beexpected to devote substantially all of your full business time, attention, energy and skills to the Company; (ii) you agree to serve theCompany and Parent faithfully, loyally, honestly and to the best of your ability; and (iii) you will not, without the express writtenconsent of the Board, engage in any other commercial activity or outside employment. You may serve as an independent director forother entities, subject to the prior written approval of the Board and such service not placing you into any conflict of interest inrespect of you duties hereunder and to the companies.
					The preceding paragraph is not intended to prohibit you from engaging in charitable or nonprofessional activities such as personalinvestments or conducting private business affairs, as long as they do not conflict or interfere with the performance of your duties tothe Company or Parent. You agree to observe and comply with the rules and policies of the Company and Parent as the same may beadopted and amended from time to time.
					By signing this Agreement, you represent and warrant that you are under no contractual or other obligations or commitments that areinconsistent with your obligations under this Agreement,

including, without limitation, any restrictions that would preclude you from providing services to the Company or Parent (e.g., a non-compete with a former employer).
	Term:	The initial term of your employment under this Agreement shall commence on the Start Date and shall continue until the three yearanniversary of the Start Date (the “Initial Term”). The Initial term will automatically extend on the same terms and conditions set forthbelow for additional one year periods (each, a “Renewal Term”), unless either party gives the other party written notice of non-renewal at least 30 calendar days prior to the end of the Initial Term or any Renewal Term. The Initial Term, together with allRenewal Terms, are collectively referred to in this Agreement as the “Term”.
	Base Salary:	A rate of $650,000 per year (the “Base Salary”) during the Term to be paid according to the Company’s normal payroll cycle. YourBase Salary will be reviewed annually and may be adjusted by the Compensation Committee of the Board (the “CompensationCommittee”) in its sole discretion. For 2022, your Base Salary will be pro-rated based on the number of days from your Start Datethrough December 31, 2022.
	Sign-On Options:	Subject to approval by the Compensation Committee and the following exercise and vesting terms, and as soon as reasonablypracticable upon your execution of this Agreement and your announcement by the Company as its new Chief Executive Officer (the“Grant Date”), you will be awarded three separate non-qualified stock options under our Stock Incentive Plan (the “Equity Plan”) topurchase 3,750,000 shares of common stock of the Parent in the aggregate (collectively, the “Sign-On Options”), with each such Sign-On Option having an exercise price equating to the closing price for the Company’s stock as reported on the Nasdaq Stock Market(“Nasdaq”) on day prior to the Grant Date (the “Exercise Price”), and with each such Sign-On Option having a maximum exerciseterm of seven years from the Grant Date (the “Exercise Term”) and, subject to the following, vesting in three equal annualinstallments from the Grant Date (the “Vesting”).. The first Sign-On Option shall cover 2,000,000 shares of common stock of theParent underlying the Sign-On Options and be exercisable at the Exercise Price during the Exercise Term and be subject only to theInitial Vesting. The second Sign-On Option shall cover 1,000,000 shares of common stock of the Parent underlying the Sign-OnOptions and be exercisable at the Exercise Price during the Exercise Term and, subject to the Vesting, shall not be exercisable untilsuch time as the Company’s 30-day volume average trading price on Nasdaq is $2.50 or greater. The third Sign-On Option shall cover750,000 shares of common stock of the Parent underlying the Sign-On Options and be exercisable at the Exercise Price during theExercise Term and, subject to the Vesting, shall not be exercisable until such time as the Company’s 30-day volume average tradingprice on Nasdaq is $5.00 or greater. The Sign-On Options will be subject to such other terms and conditions specified by theCompensation Committee, the Equity Plan, the award agreements that you must execute as a condition of the grant, and theCompany’s insider trading policy.
	Sign-On RSUs:	Subject to approval by the Compensation Committee, within 30 days of your Start Date, you will be awarded restricted stock unitsunder our Equity Plan covering 1,000,000 shares of common stock of the Parent (the “Sign-On RSUs”). The Sign-On RSUs will vestin three equal annual installments from the date of grant. The Sign-On RSUs will be subject to such other terms and conditionsspecified by the Compensation Committee, the Equity Plan, the award agreement that you must execute as a condition of the grant,and the Company’s insider trading policy. In this respect the parties hereby acknowledged and agreed that, in accordance with theEquity Plan and the award agreement for the Sign-On RSUs, upon the vesting of each Sign-On RSU and the issuance of Companycommon stock resulting therefrom, each share of common stock may be issued on a net basis such that the resulting number of sharesto be issued will be reduced by the then fair market value of the number of shares necessary to pay the requisite federal, state or localwithholding taxes associated with the same.
	Sign-On PRSUs:	Subject to approval by the Compensation Committee, within 30 days of your Start Date, you will be awarded performance stock unitsunder our Equity Plan covering 875,000 shares of common stock of the Parent (the “Sign-On PRSUs”). The Sign-On PRSUs will vestas follows: (i) 437,500 will vest on the first date on which the average of the volume weighted average price per share of commonstock of the Parent during any 30 day consecutive trading days (“30-Day VWAP”) equals or exceeds $5.00; (ii) 218,750 will vest onthe first day on which the 30-Day VWAP of the shares of common stock of the Parent equals or exceeds $6.00; and (iii) the final218,750 will vest on the first day on which the Company’s 30-Day VWAP equals or exceeds $7.00. In this respect the parties herebyacknowledge and agree that, in accordance with the Equity Plan and the award agreement for the Sign-On PRSUs, upon thetermination of this Agreement for

any reason, other than for Cause, all then unvested Sign-On -PRSUs shall be entitled to continue to vest for a further period of oneyear from the date of termination.
The Sign-On PRSUs will be subject to such vesting terms and conditions specified by the Compensation Committee, the Equity Plan,the award agreement that you must execute as a condition of the grant, and the Company’s insider trading policy.
	Temporary Housing:	For expenses incurred for up to 12 months following the Start Date, the Company will reimburse you for reasonable and customarytemporary housing costs in the Mesa/Phoenix metropolitan area not to exceed $3,500 per month. To obtain reimbursement you mustsubmit your expenses promptly, in accordance with Company policy, with appropriate supporting documentation, and such expenseswill be reimbursed no later than the last day of the tax year following the tax year in which the expense was incurred.
	Short-Term IncentivePlan (“STIP”):
Beginning January 1, 2023, and for each full calendar year during the Term thereafter, you will be eligible to participate in an annualcash incentive program adopted in writing and approved by the Compensation Committee (the “STIP”). Your target incentive underthe STIP will equal 100% of your Base Salary and in no event will your STIP payment exceed 200% of your Base Salary ($1,300,000based on your Start Date Base Salary). Whether you are entitled to receive an STIP payment, and the amount of such payment, willdepend on the attainment of written quantitative and qualitative performance goals, including financial performance goals,established by the Compensation Committee in its sole discretion and in advance. The amount of the STIP, if any, will be determinedby the Compensation Committee in January or February of the year following the year during the Term to which the STIP relates, andthe earned STIP, if any, will be paid to you no later than March 31 of the year following the year to which the STIP relates (e.g., theSTIP for 2023, if any, will be paid no later than March 31, 2024). You must be actively employed by the Company through the datethe STIP is paid in order to earn and be eligible to receive the STIP. Active employment does not include any period of notice thatarises upon termination of employment, whether by contract, or otherwise, unless expressly required by applicable law.
	Long-Term IncentiveCompensation:
Beginning January 1, 2024, and for each full calendar year during the Term thereafter, you will be eligible to receive grants of stockoptions, performance shares and other awards under the Equity Plan (the “Annual Equity Awards”). The amount of Annual EquityAwards, the mix of Annual Equity Awards, the vesting schedule and the other terms and conditions of the Annual Equity Awards willbe established by the Compensation Committee in its sole discretion. The Annual Equity Awards will be subject to such other termsand conditions specified by the Compensation Committee, the Equity Plan, the award agreement that you must execute as a conditionof the grant(s), and the Company’s insider trading policy.
	Benefits; Vacation:	During the Term of this Agreement, you will be eligible to participate in the Company’s standard company benefit and vacation plans,as such plans may be amended, modified, or terminated by the Company from time to time, with or without notice, in accordancewith the applicable benefit and vacation plan documents. For the avoidance of doubt, your participation in such plans will be subjectto the terms and conditions set forth in the applicable benefit plan documents.
	Terminationof Employment:
This Agreement, and your employment hereunder, may be terminated at any time during the Term, for any reason, by the Board uponat least 30 calendar days’ prior written notice (or any alternative time period agreed to by the parties); provided, that, the Board mayterminate your employment immediately for Cause. Upon your termination for any reason, the Company will pay you your accruedbut unpaid Base Salary through your date of termination and any accrued but unpaid reasonable business expenses through your dateof termination (the “Accrued Obligations”), with such amount paid in compliance in accordance with applicable law. In addition tothe Accrued Obligations, you may be entitled to receive severance benefits and equity award acceleration as described below.
	Resignation onTermination:
Unless otherwise indicated in a writing to you from the Board, upon your termination of employment with Company for any reason,and without any further action on your part, you will be deemed to immediately resign all officerships, directorships, managerships,and other

positions you hold with the Parent, the Company and their affiliates. If for any reason this provision is determined to be insufficient toeffectuate such resignations, you agree to sign any documents or instruments the Company determines necessary to effectuate suchresignations.
	Voluntary ResignationWithout Good Reason:
This Agreement and your employment hereunder may terminate at any time during the Term provided that you give the Board at least90 calendar days’ prior written notice of your resignation without Good Reason (which 90-day period may be waived by the Board orextended to a longer period if agreed to by the parties). In such case, you will only be entitled to the Accrued Obligations. TheCompany may, in its sole discretion, waive the notice provided under this section, in which case your employment will terminate onthe earlier date specified by the Company.
	Death or Disability:	This Agreement, and your employment hereunder, will terminate immediately upon your death or Disability (as defined in ExhibitA). In such case, you (or your spouse or estate) will only be entitled to the Accrued Obligations and, in addition, will be eligible toexercise any vested Sign-On Options or other stock options granted you by the Company which may have vested as at the date oftermination by reason of Death or Disability for a period of one year from such termination date.
	Termination andSeverance Prior toa Change of Control:
In the event your full-time employment is terminated by the Board without Cause or by you for Good Reason (as defined in ExhibitA) prior to a Change of Control (as defined in Exhibit A) during the Term, then, in addition to the Accrued Obligations, and subjectto your timely execution (and non-revocation) of the release described below, you will be entitled to receive a cash severancepayment equal to the sum of: (i) 24 months of your then Base Salary plus one month of your then Base Salary for every completedyear of service (to a maximum of 30 months); (ii) 18 times the monthly amount that is charged to COBRA qualified beneficiaries forthe same medical coverage options elected by you immediately prior to your last day of employment; and (iii) the greater of (a) youraverage STIP paid in the two prior years and (b) 80% of the target annual STIP for the current fiscal year (collectively, the “BaseSeverance Amount”). The Base Severance Amount will be paid to you in installments over a 12-month period, in accordance with theCompany’s normal payroll cycle, with the first installment paid during the first payroll period following the expiration of the releaserevocation period described below. In addition to the Base Severance Amount, you will be entitled to receive a pro-rata STIP for theyear in which your termination occurred, with such pro-rata STIP paid at the same time described above. In addition, you will beeligible to exercise any vested Sign-On Options or other stock options granted you by the Company which may have vested as at thedate of termination by the Board without Cause or by you for Good Reason prior to a Change of Control of for a period of one yearfrom such termination date.
	Full Vesting of Equity Awardson Change of Control:
Upon the closing of a transaction during the Term that results in a Change of Control, and notwithstanding anything in the EquityPlan to the contrary, your Sign-On Options and any other stock options awarded you shall fully vest and become exercisable for aperiod of one year from the date of your termination, and your then Sign-On RSUs and any other restricted stock units awarded youshall immediately vest.
	Termination andSeverance Followinga Change of Control:
In the event your full-time employment is terminated by the Board without Cause or by you with Good Reason (as defined in ExhibitA) during the 12 month period following a Change of Control during the Term, then, in addition to the Accrued Obligations, andsubject to your timely execution (and non-revocation) of the release described below, you will be entitled to receive a cash severancepayment equal to the sum of: (i) 18 months of your then Base Salary; and (ii) 18 times the monthly amount that is charged to COBRAqualified beneficiaries for the same medical coverage options elected by you immediately prior to your last day of employment(collectively, the “Enhanced Severance Amount”). The Enhanced Severance Amount will be paid to you in installments over a 18-month period, in accordance with the Company’s normal payroll cycle, with the first installment paid during the first payroll periodfollowing the expiration of the release revocation period described below.
	Release Required to

Receive Severance:	In order to receive the severance pay and other benefits described above, you must, no later than 60 calendar days following your lastday of employment, execute (and not revoke) a general release and waiver of any claims that you may have in connection with youremployment and termination of employment with the Parent, Company and its affiliates. Notwithstanding anything in thisAgreement to the contrary, if the Company concludes that the severance pay and benefits are subject to Section 409A of the InternalRevenue Code, and if the consideration period described in the release, plus the revocation period described in the release, spans twocalendar years, then, to the extent required by Section 409A of the Code, such severance payments and benefits shall not begin to bepaid until the second calendar year (and such first installment shall include installment payments that would otherwise have beenmade prior to such date).
Restrictive Covenants:	This Agreement is contingent upon you, on your Start Date, signing the Restrictive Covenant Agreement attached hereto as ExhibitB.
Cooperation:	Following the termination of your service with the Company for any reason during the Term, you agree to cooperate fully with theCompany and with the Company’s counsel in connection with any present and future actual or threatened litigation, administrativeproceeding or other investigation involving the Parent, the Company or any affiliate that relates to events, occurrences or conductoccurring (or claimed to have occurred) during your employment. You are hereby instructed to tell the truth in any litigation,administrative proceeding, or other investigation involving the Parent, the Company and its affiliates, and nothing herein shall bedeemed or construed to suggest otherwise. If your cooperation is required pursuant to this section, the Company will: (i) reimburseyou for reasonable out-of-pocket expenses (excluding legal fees); and (ii) if such cooperation is required during a period of time youare not receiving severance pay, pay you hourly compensation at a rate equivalent to your hourly Base Salary at the time of yourtermination of employment.
Non-Disparagement;Social Media:
	During the Term and following the termination of your service for any reason, you agree that you will not criticize, defame, bederogatory toward or otherwise disparage the Parent, the Company, any affiliate, their products, services, or the Parent’s or theCompany’s past, present and future officers, directors, managers, stockholders, agents, representatives, employees, or affiliates, or itsor their business plans or actions, to any third-party, either orally or in writing; provided that that this provision will not preclude youfrom giving truthful testimony in response to a lawful subpoena or preclude any conduct protected under any local, state or federallaw, including those providing “whistleblower” protection to you or the right to engage in concerted activities. Finally, on the date ofyour termination of service for any reason, you agree to update your profile on social media websites (such as LinkedIn) to reflectthat you are no longer an employee of the Company or Parent.
Dispute Resolution:	You and the Company agree to meet to informally in a good faith effort to resolve any issues arising under this Agreement. If theparties are unable to resolve their differences, they agree to submit to binding arbitration in Phoenix, Arizona, any and all claims anddisputes arising hereunder. The parties agree that any dispute will be heard by a single arbitrator, applying Arizona and Federalsubstantive law, as applicable, in accordance with the American Arbitration Association’s Employment Arbitration Rules. Ifnecessary, an action may be brought in any court of competent jurisdiction solely to compel arbitration or enforce an arbitrationaward (or for injunctive relief to enforce the Restrictive Covenants of this Agreement). This Agreement to arbitrate survives thetermination of your employment.
	You expressly agree and understand that, by agreeing to arbitration to resolve all claims described herein, you, as well as theCompany, are waiving your right to a jury or court trial for all such claims. You further understand that arbitration is a private,claim resolution process which utilizes a neutral third-party, instead of a judge or jury, to resolve all claims and typically has morelimited discovery than in a case filed in court. You understand that you may refuse to sign this Agreement, but that if the Agreementis not signed, you will not be entitled to the compensation and benefits outlined in this Agreement.
	/s/ SED
	Employee must initial above, indicating their agreement to submit all claims to arbitration.
Return of Property:	Upon the Company’s request or your termination of employment for any reason, you shall promptly return to the Company allproperty of the Company, including, but not limited to, originals and hard and electronic copies of records, documents, ConfidentialInformation,

computer and office equipment, other equipment, plans, designs, electronic devices, keys, access cards, passwords, credit cards, and othertangible and intangible items, in whatever form, in your possession or control. You understand that all electronic mail, equipment, and allcomputer hardware and software are property of the Company.
	Miscellaneous:	To the extent required by law, the Company shall withhold from any payments due to you under this Agreement any applicable federal, stateor local taxes. You hereby acknowledge that neither the Company nor any of its affiliates, shareholders, members, directors, managers,officers, employees, agents or representatives have provided you with any tax-related advice with respect to the matters covered by thisAgreement and that you are solely responsible for obtaining your own tax advice with respect to the matters covered by this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts of lawprinciples. If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid orunenforceable for any reason, this Agreement shall remain in full force and effect, and either: (i) the invalid or unenforceable provision shallbe modified to the minimum extent necessary to make it valid and enforceable; or (ii) if such a modification is not possible, this Agreementshall be interpreted as if such invalid or unenforceable provision were not a part hereof.
Each party acknowledges that such party had the opportunity to be represented by counsel in the negotiation and execution of thisAgreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each party.
	Section 409A of the Code:	This Agreement shall comply with Section 409A of the Internal Revenue Code or an exception thereto and each provision of the Agreementshall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Company does not andcannot guarantee any particular tax effect or treatment of the amounts due under this Agreement. Except for the Company’s responsibility towithhold applicable income and employment taxes from compensation paid or provided to you, the Company will not be responsible for thepayment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Neither the time nor schedule of anypayment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Internal RevenueCode and the applicable regulations. You do not have any right to make any election regarding the time or form of any payment due underthis Agreement. Notwithstanding anything in this Agreement to the contrary, if the Company concludes that the Base Severance Amount orthe Enhanced Severance Amount are subject to Section 409A of the Internal Revenue Code, then no such Severance Amount will be paidprior to your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of TreasuryRegulation Section 1.409A-1(h)). Installment payments made pursuant to this Agreement shall be treated as separate payments for purposesof Treasury Regulation Section 1.409A-2(b)(2)(iii).
If the Base Severance Amount or the Enhanced Severance Amount are subject to Section 409A of the Internal Revenue Code, and if you area “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of your termination of employment, suchpayments shall not begin until the first day of the seventh month following your “separation from service” as defined in Treasury RegulationSection 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)) (and such first payment shall include all priorpayments that would otherwise have been made prior to such date).
	Section 280G of the Code:	In the event that any payments, distributions, benefits or entitlements of any type payable to you, whether or not payable upon a terminationof employment (“Payments”): (i) constitute “parachute payments” within the meaning of Section 280G of the Code; and (ii) but for thisSection would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”); then the Paymentsshall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of the Payments being subject to the ExciseTax; provided, however, that such Payments shall not be so reduced if a nationally recognized accounting firm or compensation consultingfirm selected by the Company (the “Accountants”) determines that without such reduction, you would be entitled to receive and retain, on anet after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Internal Revenue Code, federal, stateand local income taxes, social security and Medicare taxes and all other applicable taxes, determined by applying the highest marginal rateswhich applied (or is likely to apply) to you for the tax year in which the Payments are to be made, or such other rate(s) as the Accountantsdetermine to be likely to apply to you in the relevant tax year(s) in which any of the Payments are expected to be made), an amount that isgreater than

the amount, on a net after-tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. Unless otherwiseagreed in writing, any determination made under this paragraph shall be made in good faith by the Accountants in a timely mannerand shall be binding on the parties absent manifest error. In the event of a reduction of Payments pursuant to this paragraph, thePayments shall be reduced in the order determined by the Accountants that results in the greatest economic benefit to you in a mannerthat would not result in subjecting you to additional tax under Section 409A of the Internal Revenue Code. For purposes of makingthe calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Internal Revenue Code, andother applicable legal authority. The Accountants shall provide detailed supporting calculations to both you and the Company andthe Company shall bear the cost of all fees charged by the Accountants in connection with any calculations contemplated by thisparagraph. If the provisions of Sections 280G and 4999 of the Internal Revenue Code are repealed without succession or if theCompany determines that such provisions do not apply to it and/or you for whatever reason, this paragraph shall be of no furtherforce or effect.
	If you are in agreement with the terms and conditions of this Agreement, please execute and date the Agreement and return a copy to me.
		Sincerely,
		ElectraMeccanica Vehicles Corp.
		By:	/s/ Steven Sanders
		Steven Sanders, Chairman
	Accepted and agreed to:
	/s/ Susan E. Docherty			12/2/2022
	Susan Docherty	Date

Exhibit A
	Offer Letter Definitions
		“Cause” to terminate your employment shall exist if the Company reasonably determines after due inquiry that any one or more of the following has occurred: (i) yourcommission or conviction of, or plea of guilty or nolo contendere to, a felony; (ii) your material breach of this Agreement, any other agreement you have entered intowith the Company which is not cured, if curable, within 10 days following the Company’s written notice to you of such breach; (iii) any breach of fiduciary duty youhave to the Company or any misconduct that is materially injurious to the Company or a violation of the Company’s harassment or discrimination policies; (iv) yourhabitual drug or alcohol use which materially impairs your ability to perform your duties for the Company; (v) your engaging in fraud, embezzlement or any other illegalconduct that is materially injurious to the Company or any of its affiliates; (vi) deliberate or intentional refusal, or habitual failure to discharge your employment duties,responsibilities or obligations or to follow the Company’s policies or procedures which is not cured, if curable, within 10 days following the Company’s written notice toyou of such behavior; or (vii) your engaging in any illegal, unethical, or immoral act (inside or outside of the scope of your employment) that results in materialreputational or financial harm to the Company or any of its affiliates.
		“Change of Control” shall have the meaning ascribed to it in the Equity Plan.
		“Disability” means you are unable to perform your duties under this Agreement for 90 consecutive days in any 12-month period.
		“Good Reason” means: (i) a material diminution of your Base Salary; (ii) a material diminution of your authorities, duties, or responsibilities; (iii) any action or inactionthat constitutes a material breach of this Agreement by the Company; or (iv) material change in the geographic location at which you are required to provide services. Fora termination to constitute “Good Reason” for purposes of this Agreement: (1) you must provide a notice of termination to the Company within 30 days of the initialexistence of the facts or circumstances constituting such event; (2) the Company must fail to cure such facts or circumstances within 30 days after receipt of such notice;and (3) you must actually terminate your employment within 30 days after the expiration of the cure period described in clause (2).

Exhibit B
	Employee Restrictive Covenant Agreement
		In consideration for ElectraMeccanica Vehicles Corp. and ElectraMeccanica USA, LLC (collectively, the “Company”) agreement to employ me and provide me with thecompensation and benefits described in the attached Agreement and access to the Company’s Confidential Information (as defined below) and trade secrets, I understand,acknowledge and agree, beginning as of the Start Date (as defined in the attached Agreement), as follows:
		Restrictive Covenants:	Non-Solicitation of Customers/Prospective Customers. You agree, for the duration of the Time Limit (as defined below), that youwill not, either directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s currentcustomers or clients with whom you have had contact in the past year to withdraw, curtail, cancel, or decrease the level of theirbusiness with the Company or request that they do business with any third party in competition with the Company. You further agreethat, for the duration of the Time Limit, you will not, either directly or indirectly, or in any individual or representative capacity,request or solicit any of the Company’s prospective customers (defined as any person or entity who has been directly solicited tobecome a customer or client by the Company and with whom you have had contact with within the past year or possessesConfidential Information about) or clients with whom you have had contact with in the past year or possesses ConfidentialInformation about to forgo doing business with the Company or request that such prospective customer or client do business with anythird party in competition with the Company.
			Non-Solicitation of Employees/Applicants. You agree, for the duration of the Time Limit, that you will not, either directly orindirectly, or in any individual or representative capacity, solicit, induce or encourage or attempt to solicit, induce or encourage anyCompany employee and/or applicant to terminate his/her employment or prospective employment with the Company.
			Non-Competition. You agree, for the duration of the Time Limit, (as defined below), that you will not, either directly or indirectly orin any individual or representative capacity, be employed by, engage, own, manage, operate, control, aid, or assist another in theoperation, organization or promotion of, participate in, advise, contract with or otherwise engage in any manner with the ownership,management, operation, or control of any business, which has a place of business or regularly conducts business in the GeographicalLimit (as defined below) and that promotes or sells products or services competitive with those of the Company. You acknowledgeand agree that a business will be deemed “competitive” with the Company if it performs any of the services or produces, distributes orsells any of the products or services provided or offered by the Company during the term of your relationship with the Company.
			Tolling. The non-competition and non-solicitation Time Limits set forth above shall be tolled during any period in which you are inbreach of the restrictions set forth herein.
			Reasonable Limitations. You hereby acknowledge and agree that the covenants and obligations made and undertaken in thisAgreement are fair and reasonable with respect to duration, geographic area and scope of activity, and do not (and shall not) preventyou from earning a livelihood in complying with the covenants herein.
			Injunctive Relief. You agree that a breach of the covenants described herein will result in substantial and irreparable damages to theCompany, which would be difficult to fully ascertain and calculate, and, by reason of such fact, you agree that, in the event of anysuch breach or threatened or anticipated breach, the Company will have the right to a restraining order and injunction, both temporaryand permanent, enjoining and restraining any such breach or threatened breach, without the necessity of proving actual damages orposting a bond. Such injunctive relief will be in addition to any other remedies available to the Company at law or in equity.

Survival of Restrictive Covenants. Your acknowledgements and agreements set forth in this Agreement shall survive the expirationor termination of this Agreement and the termination of your employment with the Company for any reason.
	Notice to Future Employers:	You agree that you will notify, and the Company shall have the right to notify, any future or prospective employers, or individuals orentities with whom you may be entering into a contractual relationship, of the Restrictive Covenant provisions of this Agreement forpurposes of ensuring that the Company’s interests are protected.
	Company ProprietaryInformation:
While you are providing services to the Company, the Company may disclose or make available to you, Confidential Information. By signing this Agreement, you agree to: (i) protect and safeguard the confidentiality of the Confidential Information with at leastthe same degree of care as you would protect your own confidential information, but in no event with less than a commerciallyreasonable degree of care; and (ii) not use or disclose the Confidential Information, or permit it to be accessed, used or disclosed, forany purpose other than to carry out the duties assigned to you by the Company or as may be required to be disclosed pursuant toapplicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.Upon your termination of service for any reason, or upon the Company’s written request, you shall promptly return to the Companyall copies, whether in written, electronic or other form or media, of the Confidential Information, or destroy all such copies at theCompany’s written request and certify in writing to the Company that such Confidential Information has been destroyed. In additionto all other remedies available at law, the Company may seek equitable relief (including injunctive relief) against you to prevent thebreach or threatened breach of this confidentiality covenant and to secure its enforcement. Notwithstanding anything in thisAgreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable underany federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or localgovernment official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspectedviolation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made underseal. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’strade secrets to your attorney and use the trade secret in the court proceeding, if you file any document containing the trade secretunder seal and do not disclose the trade secret, except pursuant to court order.
In addition to the obligations above, we may ask that you also sign the Company’s standard Confidentiality and Intellectual PropertyAssignment Agreement.
	Definitions:	For purposes of this Agreement, the following terms shall have the following meanings:
“Confidential Information” means non-public information about the Company’s business affairs, products, services, confidentialintellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orallyor in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential.”Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i)is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of thisAgreement by you; (ii) is or becomes available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of youprior to being disclosed by or on behalf of the Company; or (iv) was or is independently developed by you without reference to oruse, in whole or in part, of any of the Confidential Information.
“Geographical Limit” means the United States of America; if a court determines that the United States of America is too broad, thenthe state of Arizona; if a court determines that Arizona is too broad, then Maricopa and Pima County; if a court determines thatMaricopa and Pima County is too broad, then Maricopa County only; if a court determines that Maricopa County is too broad, thenthe greater-Phoenix area, Arizona.

“Time Limit” means the term of your employment with the Company and for a period of 12 months thereafter; if a court determinesthat 12 months is longer than necessary to protect the Company’s legitimate interests, then 9 months; if a court determines 9 monthsis longer than necessary to protect the Company’s legitimate interests, then 6 months.
	Miscellaneous:	This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts oflaw principles. If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid orunenforceable for any reason, this Agreement shall remain in full force and effect, and either: (i) the invalid or unenforceableprovision shall be modified to the minimum extent necessary to make it valid and enforceable; or (ii) if such a modification is notpossible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.
Each party acknowledges that such party had the opportunity to be represented by counsel in the negotiation and execution of thisAgreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each party.
The dispute resolution provisions of the Offer Letter attached hereto are incorporated by reference and by signing below youacknowledge and agree that any dispute arising under this Agreement will be resolved in accordance with the procedures set forth inthe Offer Letter.
	Accepted and agreed to:
	/s/ Susan E. Docherty		12/2/2022
	Susan Docherty	Date

Exhibit 10.15
	CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPETHAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
		CONTRACT ASSEMBLY AGREEMENT
			THIS CONTRACT ASSEMBLY AGREEMENT (“Agreement”) is made and entered into on March 1, 2023 (“Effective Date”), by and between
	ElectraMeccanica USA, LLC, with offices at 8127 E Ray Rd, Mesa, AZ 85212 (“Contractor” or “EMV”), and GLV, LLC, with offices at 417 E. Second Street,Rochester, MI 48307 (“Client” or “GLV”). Client and Contractor are collectively referred to at times herein as a (“Party”) or as the (“Parties”).
				RECITALS
			WHEREAS, Contractor is engaged in and has expertise and desire to provide contract assembly services (the “Services”); and
			WHEREAS, Client desires Contractor to perform such Services on Client’s electric vehicle products (the “Assembled Products”) from time to time pursuant to
	the terms and conditions contained in this Agreement.
			NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the Parties agree as follows:
				AGREEMENT
	1. SCOPE OF WORK
			Contractor shall perform the Services for Client as outlined in each order agreed to between the Parties from time to time, the form of which is attached hereto as
	Exhibit A (“Order”). Client hereby grants to Contractor during the term of this Agreement the right to perform such Services on Contractor’s Products, including theright to use Client’s materials, trademarks, data, technical information, know-how, and Confidential Information related to Client’s Products in connection withperformance of the Services. Title to assembled Products passes to Client upon tender to the delivery point specified by Client. Title will transfer to Client even ifContractor has not been paid for performance, provided that Client will not be relieved of its obligation to pay for all Services in accordance with the terms hereof.
	2. PAYMENT TERMS
			Contractor shall invoice Client monthly in arrears for all Services performed and associated shipping, handling, and other expenses related to the Products.
	Client must make payment within thirty (30) days of the date of each invoice. Client shall not, and acknowledges that it will have no right, under this Agreement, anyOrder, any other agreement, document or applicable law to, withhold, offset, recoup or debit any amounts owed to Contractor under this Agreement. Client is solelyresponsible for, and shall pay, and shall hold Contractor harmless from, all taxes that may be applicable under the terms of this Agreement or any Order (except for taxesfor Contractor’s income, personnel, and property). If Client fails to make timely payment, then: (i) Contractor may suspend the Services; (ii) Client must pay interest inthe amount of one point five percent (1.5%) per month or the applicable lawful rate, whichever is higher; and (iii) Client must pay all of Contractor’s costs of collections,including attorneys’ fees. All payments must be made in US Dollars. In addition to all other remedies available under this Agreement or at law, if Client fails to pay anyundisputed amounts when due under this Agreement, Contractor may (a) suspend performance of the Services and/or delivery of the Products, (b) reject Client’s Orders;or (c) terminate this Agreement and/or Orders pursuant to the terms herein.

3. SECURITY INTEREST
	To secure Client’s prompt and complete payment and performance of any and all present and future indebtedness, obligations, and liabilities, Client hereby
grants Contractor a first-priority security interest, in all Products supplied under this Agreement, as well as all proceeds (including insurance proceeds) of the foregoing.Contractor may file financing statement(s) for such security interests, and Client authorizes Contractor to execute, on Client’s behalf, such statements or otherdocumentation necessary to perfect Contractor’s security interest in such Products. No course of conduct and/or action in connection with Contractor’s exercise of theforegoing rights under applicable law shall lead to Contractor being unjustly enriched at Client’s expense.
4. REPRESENTATIONS, WARRANTIES, AND COVENANTS
	Each Party represents, warrants, and covenants that it will perform its respective obligations in accordance with the terms of this Agreement, each applicable
Order, and all applicable laws and regulations.
5. INSPECTION.
	Contractor shall inspect all Client materials and parts upon receipt, and Client shall be responsible for all defective materials and parts. Client shall promptly
remediate such defects, including but not limited to replacing broken or defective materials and parts, at Client’s sole cost and expense.
	Client shall inspect all Assembled Products received under this Agreement within ten(10) working days of receipt (”Inspection Period”). Client will be deemed
to have accepted Assembled Products unless it provides Contractor with written notice of nonconformance within the Inspection Period, stating with specificity alldefects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by Contractor. All defects andnonconformities that are not so specified will be deemed waived by Client. If Client timely notifies Contractor of any nonconforming Assembled Products, and ifContractor is able to independently confirm that such Assembled Products are nonconforming, then Contractor, in its sole discretion, either (i) repair such nonconformingAssembled Products with conforming Assembled Products; or (ii) refund to Client such amounts paid by Client to Contractor for such nonconforming AssembledProducts. Without limiting the foregoing, Client shall ship, at Contractor’s expense and risk of loss, all nonconforming Assembled Products to Contractor’s facilitylocated in Mesa, Arizona, or to such other location as Contractor may instruct Client in writing. THE REMEDIES SET FORTH IN THIS SECTION ARE CLIENT’SEXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING ASSEMBLED PRODUCTS.
6. CONFIDENTIALITY
	Each Party shall use the Confidential Information provided by the other Party solely for the purpose of fulfilling its obligations under this Agreement. Each
Party agrees to take the same degree of care with the Confidential Information of the other Party as the Party takes with its own Confidential Information.Notwithstanding the foregoing or anything else herein, each receiving Party may disclose Confidential Information if and to the extent that such disclosure is required byapplicable law, regulation, or court order, provided that, as permitted by applicable law, receiving Party uses reasonable efforts, at disclosing Party’s expense, to assist thedisclosing Party in limiting such disclosure. “Confidential Information” means: (i) any information that has been marked as “confidential” or “proprietary”; (ii)information whose confidential nature has been made known by the disclosing Party to the receiving Party; or (iii) information that, due to its character or nature, areasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information shall not include any information that:(a) was in the receiving Party’s possession prior to the time it was disclosed by the disclosing Party; (b) is or becomes available to the general public through no fault ofthe receiving Party; (c) is disclosed to the receiving Party without restriction on disclosure by a third Party who has the lawful right to disclose such information; or (d) isindependently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

7. INDEMNIFICATION.
	Client agrees to indemnify, defend, and hold harmless Contractor and its respective subsidiaries, affiliates, directors, officers, employees, agents, representatives,
successors, and permitted assigns (“Representatives”) from and against any and all claims, losses, damages, liabilities, obligations, charges, judgments, fines, costs, andexpenses of any kind or character, including, without limitation, reasonable attorneys’ fees, expenses, and costs of investigation, experts, and witnesses (collectively“Liabilities”), incurred by such Contractor or any of its Representatives arising out of, relating to or in connection with: (a) Client’s use of the Services, including,without limitation, any and all Liabilities associated with the Assembled Products; (b) a breach of this Agreement by Client or any of its Representatives; (c) thenegligence, willful misconduct, or wrongful acts or omissions of Client; or (d) any infringement, misappropriation, and/or violation of intellectual property rights arisingout of Client’s materials and/or the Assembled Products.
8. LIMITATION OF LIABILITY
	NOT WITHSTANDING ANY OTHER PROVISIONS IN THIS AGREEMENT , IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY LOST
PROFITS, LOSS OF DATA, LOST BUSINESS, LOST SAVINGS, OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIALDAMAGES UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FORLIABILITIES CAUSED BY CONTRACTOR’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ILLEGAL ACTS, IN NO EVENT SHALL CONTRACTORBE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE OF THE SERVICES PAID BY CLIENT IN RESPECT OF WHICH CLAIM HAS BEEN MADE.FOR THE AVOIDANCE OF DOUBT, CONTRACTOR HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ASSOCIATED WITH THEASSEMBLED PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL END CUSTOMER AND END USER LIABILITY AND RESPONSIBILITY.
9. TERM AND TERMINATION
	This Agreement shall become effective on the Effective Date and shall continue thereafter for one hundred fifty (150) days (the “Initial Term”). Thereafter this
Agreement shall automatically renew for successive 90 day period unless either Party provides written notice not to the other Party of its intent not to renew thisAgreement at least thirty (30) days prior to the end of the then-current Term.
	Each Order shall have the term set forth therein.
	This Agreement and each Order may be terminated: (i) at any time upon mutual written agreement of the Parties; (ii) by Contractor, if Client fails to pay any
amount when due; (iii) by either Party, if the other Party materially breaches any provision of this Agreement and either the breach cannot be cured or, if the breach canbe cured, it is not cured by the breaching Party within five (5) business days after the breaching Party’s receipt of written notice of such breach; (iv) by either Party uponthe occurrence of a Force Majeure Event that lasts longer than thirty (30) days; (v) by either Party, if the other Party (A) becomes insolvent, (B) is generally unable topay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvencylaw, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodianfor its property or business; or (vi) by either Party for convenience after giving the other Party thirty(30) days’ prior written notice thereof anytime after the first ninety(90) days of the first Order entered into hereunder.
	The provisions of this Agreement that, by their nature and content, should reasonably survive the completion, rescission, termination or expiration of this
Agreement in order to achieve the fundamental purposes of this Agreement, shall so survive and continue to bind the Parties.
10. FORCE MAJEURE

Neither Party shall be liable or responsible for any failure or delay in fulfilling or performing any portion of this Agreement (except for payments from Client),
	when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s reasonable control (“Force Majeure Events”):. The impactedParty shall give notice to the other Party, stating the period of time the Force Majeure Event is expected to continue, and shall use diligent efforts to ensure the effects ofsuch Force Majeure Event are minimized. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of thecause.
	11.	INSURANCEDuring the term of the Agreement, each Party at its sole cost and expense maintain insurance of such type and with such terms and limits as may be reasonably
	necessary to cover the liabilities associated with this Agreement, including the following coverages and limits: (a) Workers Compensation insurance on all employees,whether paid or volunteer, as may be required by applicable state law; (b) Commercial General Liability (premises, operations, independent contractors, products,personal/business injury) $2,000,000 each occurrence and $5,000,000 aggregate; and (c) Professional Liability insurance with limits of not less than $5,000,000 eachaccident or occurrence covering claims arising from the professional service being performed. Each Party shall be named as additional insureds on all of applicableliability insurance policies.
	12. JOINT STEERING COMMITTEE AND QBR
Promptly following the Effective Date, the Parties shall establish a joint steering committee to oversee the respective rights and obligations under this
	Agreement (the “Joint Steering Committee”). The Joint Steering Committee shall be comprised of two (2) named representatives of Contractor (mutually accepted bythe Client) and two (2) named representatives of Client (or such other number as the parties may agree). The duties of the Joint Steering Committee shall include, but notbe limited to, the following: (a) corporate governance, including safety and compliance requirements; (b) general oversight of all aspects of this Agreement, includingdefinition, implementation and development of business processes and pricing; (c) implementation and coordination of undertakings in accordance with this Agreement;(d) providing an initial forum for the resolution of disputes arising in connection with any aspect of this Agreement; and (e) providing a forum for monitoring theexchange of Confidential Information. The Joint Steering Committee will meet as often as is reasonably necessary to accomplish the duties and obligations set forth inthis Agreement, but at least quarterly, on a mutually agreeable date and at a place. Any decision by the Joint Steering Committee that seeks to amend the Agreementand/or applicable Order will not be binding unless it is recorded in writing and signed by authorized representatives of both Parties.
	13. CONTROLLING LAW; DISPUTE RESOLUTION; JURISDICTION
This Agreement and all questions relating to its validity, interpretation, and enforcement shall be governed by and construed, interpreted, and enforced in
	accordance with the laws of the State of Arizona. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Maricopa County,Arizona. The prevailing Party in any legal proceeding arising out of or related to this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.
	14. GENERAL PROVISIONS
This Agreement supersedes all prior and contemporaneous agreements and representations made with respect to the same subject matter and contains the entire
	agreement between the Parties with respect to the subject matter hereof and shall not be modified except by an instrument in writing signed by duly authorizedrepresentatives of each Party. The terms of this Agreement will govern each order for Product, and the Parties acknowledge and agree that no term(s) or condition(s)which may be found in any Order, confirmation or Purchaser or Contractor document will modify, amend, supplement or otherwise vary the terms and conditions of thisAgreement. Any terms and conditions contained in any Order, order acknowledgement, sales order, invoice, request or other form which are in conflict with, orinconsistent with any term of this Agreement, including any term contained in any attachment hereto, shall be null and

void and shall have no force or effect, and such term in this Agreement or any attachment hereto shall control. The failure by either Party to demand performance by theother Party of any obligation under this Agreement shall not constitute, nor be construed as, a waiver. Any waiver by either Party or any breach of this Agreement shallnot be considered a waiver of any other breach of this Agreement. The Parties' relationship under this Agreement is that of independent contractors. Nothing contained inthis Agreement shall be construed to imply a joint venture, partnership, employment, or agency relationship between the Parties hereto. Neither Party shall be liable forthe debts, obligations, or responsibilities of the other Party, and neither Party shall have the right or authority to assume or create any obligation or responsibility, whetherexpress or implied, on behalf of or in the name of the other Party or to bind the other Party in any manner. All notices required or permitted to be given under thisAgreement shall be in writing and shall be personally delivered or sent by certified or registered United States mail, return receipt requested with postage prepaid, to theParties at the addresses on page one of this Agreement. If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, andenforceability of the remaining provisions shall in no way be affected or impaired thereby. Any right or obligation of the parties in this Agreement which, by its nature,should survive termination or expiration of this Agreement, will survive. Neither Party will voluntarily, or by operation of law, assign or otherwise transfer its obligationsunder this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this section shall be null and void.Notwithstanding the foregoing, each Party shall have the right to assign this Agreement to (i) an affiliate or (ii) in connection with any sale, merger, consolidation,reorganization, restructuring or similar change in control transaction. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs,executors, administrators, successors and permitted assigns. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original andall of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and accepted by their duly authorized representatives as of the Effective Date.
ElectraMeccanica USA, LLC	GLV, LLC
By:		/s/ Susan E. Docherty	By:	/s/ Gilbert Villarreal
Name: Susan E. Docherty	Name: Gilbert Villarreal
Title:		Chief Executive Officer	Title:	President

EXHIBIT A
ORDER # 1
	This Order #1 is entered into on March 1, 2023 (“Order Effective Date”) by and between ElectraMeccanica USA, LLC (“Contractor” or “EMV”), and GLV, LLC(“Client” or “GLV”), pursuant to that certain Contract Assembly Agreement entered into between the parties on March 1, 2023.
		The Parties hereby agree as follows:
	1. Services #1
		a. Service Description: EMV to perform light assembly on two Client products, the EVO and RUNT, and logistical services which include shipping,
			receiving and inventory control subject to payment of additional fees as set forth herein. The Parties may agree in writing on expanding to furtherproducts supplied by GLV. GLV will ship materials and parts to EMV to assemble in EMV’s Mesa plant.
		b. Warehousing: EMV shall accept and warehouse up to 10,000 square feet of Client materials and parts, provided that any modifications to the
			warehousing requirement shall be agreed upon by the Joint Steering Committee.
		c. Initial Pricing: [**] per Assembled Product for the EVO and [**] for the Runt.
			1. For the first ten (10) days, after production has started, EMV shall calculate hours performed for each Assembled Product, and shall report
				such information to GLV. This information will be used to establish updated pricing per Assembled Product.
			2. In addition to the above Services pricing, GLV shall be responsible for the following costs and expenses. If EMV makes any such
				arrangements, at the written request of GLV, EMV will include such costs on its next invoice and GLV will reimburse EMV for such costs andexpenses according to the payment terms herein.
				1. All storage and handling costs, including all special storage costs for hazardous materials (e.g., batteries, etc.);
				2. All sourcing and logistics, including all inbound and outbound shipping and handling costs;
				3. Costs associated with any licenses, export or import approvals, and any other permits and/or licenses required in connection with the
					Assembled Products and Services; and
				4. All insurance premium related increases that may be applicable to EMV’s real property insurance requirements in connection with
					GLV materials and Assembled Products.
			3. Joint Steering Committee to review pricing on a quarterly basis if requirements, Assembled Products, volume or any other material changes
				occur. Any adjustments shall be agreed upon by the parties in writing.
	2. Services #2
		a. Service Description: Additional support Services to be provided by EMV to GLV when requested in writing at the following hourly rates:

1. Engineering Support – [****] per hour.
2. Program Manager – [****] per hour.
3. Logistics Support – [****] per hour.
	3. Term and Termination
		a. Term: This Order shall commence on the Order Effective Date and shall continue for an initial period of one hundred fifty (150) days (“Initial Order
Term”); provided, however, that either party shall be entitled to terminate this Order upon not less than thirty (30) days’ written notice anytime after thefirst ninety (90) days of this Order.
		b. Termination: Either Party may terminate this Order in accordance with the Agreement.
		c. Early Termination: In the event GLV seeks to terminate this Order for convenience prior to the Initial Order Term, then GLV shall promptly pay to
Contractor for all committed, non-cancellable costs and expenses incurred in connection with wind down activities prior to returning in-processproducts and GLV materials and parts.
	4. Additional Details
		a. Type of Labor requested:
i.	Assembly Operations (EMV new hires)– Assemblers, Materials Coordination, Production Manager, Manufacturing Engineer (when needed).
ii. Operations (from existing EMV team) – Logistics coordinator, PDI Technician.
iii. Engineering (from existing EMV team) – When needed, engineering review by Huda.
iv. Project Management (from existing EMV team)
v. GLV - will provide onsite representative(s) to oversee progress.
		b. Quality Requirements: Defected parts will be quarantined and reported to GLV. EMV shall maintain industry standard records related to Assembled
Product assembly.
		c. Shipping Requirements: EMV to coordinate 3rd party shipping for finished Assembled Products, and all such costs shall be the responsibility of GLV.
		d. Assumptions: Process deficiencies requiring more time, and mutually discussed and agreed to by GLV, will be passed along to and paid for by GLV in
cost-plus model, according to the support Services pricing included above. The pricing included herein is based on an assumed Assembled Productbuild time of four (4) hours per EVO vehicle/ and two (2) hours per Runt vehicle/a minimum of fourteen (14) EVO vehicle builds per business day.EMV will dedicate at least ten (10) employees to the performance and fulfillment of this Order, and one (1) such employee will be a quality inspectorwho will provide real time inspection of the work and oversee quality control procedures.
		e. Cap Ex: All capital expenditures must be paid for and will be owned by GLV, including, without limitation, tooling, vehicle assembly aids, lift
assistance machinery, etc. EMV will notify GLV in writing, and GLV will provide written approval to EMV, before EMV makes any such capitalexpenditures.
		f.	Training: GLV will provide adequate training to EMV’s employees to enable EMV to fulfill its obligations herein. Such training will be provided byGLV no less than two (2) weeks prior to EMV undertaking of performance of the Services.

g. Regulatory: The Parties’ regulatory compliance must be jointly coordinated and agreed to between authorized representatives of the Parties to ensure
that the performance of the Services is and remains compliant with all applicable laws and regulations, including:
	i.	Safety requirements (Federal/State/Corporate)
	ii. Environmental Health and Standards
h. Specifications: GLV shall provide the following documentation to EMV:
	i.	Assembly process manual
	ii. Bill of materials
	iii. Standard operating procedures
	iv. Quality specification requirements for incoming parts and assembled products
	v.	ISO/PPAP requirements
IN WITNESS WHEREOF the parties have by duly authorized persons executed this Order as of the Order Effective Date.
		ElectraMeccanica USA, LLC	GLV, LLC
		By:	/s/ Susan E. Docherty	By:	/s/ Gilbert Villarreal
		Name: Susan E. Docherty	Name: Gilbert Villarreal
		Date:	03/03/2023	Date:	003/03/2023

Exhibit 10.17
	ElectraMeccanica Vehicles Corp.8057 N Fraser Way, Burnaby,British Columbia, V5J 5M8,Canada1-604-428-7656 (SOLO)www.electrameccanica.com
		CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPETHAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
			February 9, 2023
		Michael Bridge[**][][**]
		Delivered Electronically via Email
		Re:		Offer of Employment
		Dear Michael:
		We are delighted to enter into this Executive Employment Agreement (the “Agreement”) to memorialize the terms under which you will serve as the General Counsel andCorporate Secretary of ElectraMeccanica Vehicles Corp. (the “Parent”) and as the General Counsel of ElectraMeccanica USA, LLC (the “Company”), a wholly-ownedsubsidiary of Parent (and the Parent and the Company being, collectively, the “Companies”, as the context so requires). This offer is contingent upon the satisfactorycompletion of reference and background checks.
		Your start date will be March 20, 2023 (the “Start Date”). Once this Agreement becomes effective, it will form the entire agreement between you and the Companieswith respect to the matters described in this Agreement and it will supersede and replace any prior understandings (whether oral or written) with respect to the subjectmatter described herein. If you have any questions about the information below, please contact me directly.
		Provision			Agreement
		Location:			Your principal place of employment will be the Company’s executive offices in Mesa, Arizona.
		Title; Reporting; Duties;No Conflicts:
					Beginning on the Start Date, you will serve as the General Counsel and Corporate Secretary of Parent and the General Counsel of theCompany reporting directly to the Parent’s Chief Executive Officer (the “CEO”). While serving as the General Counsel andCorporate Secretary, you will have control over, and responsibility for, the day-to-day legal affairs of the Company and the Parent andshall have such other duties, authorities and responsibilities commensurate for such or a similar position at a similarly situatedcompany together with such additional duties as may be assigned to you by the CEO from time to time.
					You understand that: (i) your employment services will be full-time and exclusive to the Companies and that you will be expected todevote substantially all of your full business time, attention, energy and skills to the Companies; (ii) you agree to serve theCompanies faithfully, loyally, honestly and to the best of your ability; and (iii) you will not, without the express written consent of theCEO, engage in any other commercial activity or outside employment. You may serve as an independent director for other entities,subject to the prior written approval of the CEO and such service not placing you in any conflict of interest in respect of you dutieshereunder and to the Companies.
					The preceding paragraph is not intended to prohibit you from engaging in charitable or nonprofessional activities, such as personalinvestments or conducting private business affairs, as long as they do not conflict or interfere with the performance of your duties tothe Companies. You agree to observe and comply with the rules and policies of the Companies as the same may be adopted andamended from time to time.

By signing this Agreement, you represent and warrant that you are under no contractual or other obligations or commitments that areinconsistent with your obligations under this Agreement and including, without limitation, any restrictions that would preclude youfrom providing services to the Companies (e.g., a non-compete with a former employer).
	Term:	The initial term of your employment under this Agreement shall commence on the Start Date and shall continue until the three yearanniversary of the Start Date (the “Initial Term”). The Initial term will automatically extend on the same terms and conditions set forthbelow for additional one year periods (each, a “Renewal Term”), unless either party gives the other party written notice of non-renewal at least 30 calendar days prior to the end of the Initial Term or any Renewal Term. The Initial Term, together with allRenewal Terms, are collectively referred to in this Agreement as the “Term”.
	Base Salary:	A rate of $325,000 per year (the “Base Salary”) during the Term to be paid according to the Company’s normal payroll cycle. YourBase Salary will be reviewed annually and may be adjusted by the Compensation Committee (the “Compensation Committee”) of theParent’s Board of Directors (the “Board”) in its sole discretion. For 2023, your Base Salary will be pro-rated based on the number ofdays from your Start Date through December 31, 2023.
	Sign-On Options:	Subject to approval by the Compensation Committee and the following exercise and vesting terms, and as soon as reasonablypracticable upon your execution of this Agreement and your announcement by the Parent as its new General Counsel and CorporateSecretary (the “Grant Date”), you will be awarded a non-qualified stock option under the Parent’s Stock Incentive Plan (the “EquityPlan”) to purchase up to an aggregate of 500,000 shares of common stock of the Parent (the “Sign-On Option”), with the Sign-OnOption having an exercise price equating to the closing price for the Parent’s stock as reported on the Nasdaq Stock Market(“Nasdaq”) on day prior to the Grant Date (the “Exercise Price”), with the Sign-On Option having a maximum exercise term of sevenyears from the Grant Date (the “Exercise Term”) and, subject to the following, with the Sign-On Option vesting in three equal annualinstallments from the Grant Date (the “Vesting”). The Sign-On Option will be subject to such other terms and conditions as specifiedby the Compensation Committee, the Equity Plan, the award agreement that you must execute as a condition of the grant of the Sign-On Option and the Parent’s insider trading policy.
	Short-Term IncentivePlan (“STIP”):
Beginning January 1, 2023, and for each full calendar year during the Term thereafter, you will be eligible to participate in an annualcash incentive program adopted in writing and approved by the Compensation Committee (the “STIP”). Your target incentive underthe STIP will equal 50% of your Base Salary and in no event will your STIP payment exceed 100% of your Base Salary. Whetheryou are entitled to receive a STIP payment, and the amount of such payment, will depend on the attainment of written quantitativeand qualitative performance goals, including financial performance goals, established by the Compensation Committee in its solediscretion and in advance. The amount of the STIP, if any, will be determined by the Compensation Committee in January orFebruary of the year following the year during the Term to which the STIP relates, and the earned STIP, if any, will be paid to you nolater than March 31 of the year following the year to which the STIP relates (e.g., the STIP for 2023, if any, will be paid no later thanMarch 31, 2024). You must be actively employed by the Companies through the date the STIP is paid in order to earn and be eligibleto receive the STIP. Active employment does not include any period of notice that arises upon termination of employment, whetherby contract, or otherwise, unless expressly required by applicable law.
	Long-Term IncentiveCompensation:
Beginning January 1, 2024, and for each full calendar year during the Term thereafter, you will be eligible to receive grants of stockoptions, performance shares and other awards under the Equity Plan (collectively, the “Annual Equity Awards”). The amount ofAnnual Equity Awards, the mix of Annual Equity Awards, the vesting schedule and the other terms and conditions of the AnnualEquity Awards will be established by the Compensation Committee in its sole discretion. The Annual Equity Awards will be subjectto such other terms and conditions as specified by the Compensation Committee, the Equity Plan, the award agreement(s) that youmust execute as a condition of the award(s) and the Parent’s insider trading policy.
	Benefits; Vacation:	During the Term of this Agreement you will be eligible to participate in the Company’s standard company benefit and vacation plans,as such plans may be amended, modified or terminated by the Company from time to time, with or without notice, in accordance withthe applicable benefit and vacation plan documents. For the avoidance of doubt, your participation in such

plans will be subject to the terms and conditions set forth in the applicable benefit plan documents.
	Terminationof Employment:
This Agreement, and your employment hereunder, may be terminated at any time during the Term, for any reason, by the Board uponat least 30 calendar days’ prior written notice (or any alternative time period agreed to by the parties) to you; provided, that, the Boardmay terminate your employment immediately for Cause (as defined in Exhibit A). Upon your termination for any reason, theCompany will pay you your accrued but unpaid Base Salary through your date of termination and any accrued but unpaid reasonablebusiness expenses through your date of termination (collectively, the “Accrued Obligations”), with such amount paid in compliance inaccordance with applicable law. In addition to the Accrued Obligations, you may be entitled to receive severance benefits and equityaward acceleration as described below.
	Resignation onTermination:
Unless otherwise indicated in a writing to you from the Board, upon your termination of employment with the Companies for anyreason, and without any further action on your part, you will be deemed to immediately resign all officerships, directorships,managerships and other positions you hold with the Companies and their affiliates. If for any reason this provision is determined to beinsufficient to effectuate such resignations, you agree to sign any documents or instruments the Companies determine necessary toeffectuate such resignations.
	Voluntary ResignationWithout Good Reason:
This Agreement and your employment hereunder may terminate at any time during the Term provided that you give the Board at least90 calendar days’ prior written notice of your resignation without Good Reason (as defined in Exhibit A; and which 90-day periodmay be waived by the Board or extended to a longer period if agreed to by the parties). In such case, you will only be entitled to theAccrued Obligations. The Parent may, in its sole discretion, waive the notice provided under this section, in which case youremployment will terminate on the earlier date specified by the Parent.
	Death or Disability:	This Agreement, and your employment hereunder, will terminate immediately upon your death or Disability (as defined in ExhibitA). In such case, you (or your spouse or estate) will only be entitled to the Accrued Obligations and, in addition, will be eligible toexercise any vested Sign-On Options or other stock options granted you by the Parent which may have vested as at the date oftermination by reason of Death or Disability for a period of one year from such termination date.
	Termination andSeverance Prior toa Change of Control:
In the event your full-time employment is terminated by the Board without Cause or by you for Good Reason prior to a Change ofControl (as defined in Exhibit A) during the Term, then, in addition to the Accrued Obligations, and subject to your timely execution(and non-revocation) of the release described below, you will be entitled to receive a cash severance payment equal to the sum of: (i)12 months of your then Base Salary plus one month of your then Base Salary for every completed year of service under thisAgreement (to a maximum of 16 months); (ii) six times the monthly amount that is charged to Consolidated Omnibus BudgetReconciliation Act (“COBRA”) qualified beneficiaries for the same medical coverage options elected by you immediately prior toyour last day of employment; and (iii) the greater of (a) your average STIP paid in the two prior years and (b) 80% of the targetannual STIP for the current fiscal year (collectively, the “Base Severance Amount”). The Base Severance Amount will be paid to youin installments over a 12-month period, in accordance with the Company’s normal payroll cycle, with the first installment paid duringthe first payroll period following the expiration of the release revocation period described below. In addition to the Base SeveranceAmount, you will be entitled to receive a pro-rata STIP for the year in which your termination occurred, with such pro-rata STIP paidat the same time described above. In addition, you will be eligible to exercise the vested Sign-On Option or other stock optionsgranted you by the Parent which may have vested as at the date of termination by the Board without Cause or by you for GoodReason prior to a Change of Control of for a period of one year from such termination date.

Full Vesting of Equity Awardson Change of Control:
	Upon the closing of a transaction during the Term that results in a Change of Control, and notwithstanding anything in the EquityPlan to the contrary, your Sign-On Option and any other stock options then granted you shall fully vest and become exercisable for aperiod of one year from the date of your termination, and, in addition, any then restricted stock units awarded you shall immediatelyvest on the date of your termination.
Termination andSeverance Followinga Change of Control:
	In the event your full-time employment is terminated by the Board without Cause or by you with Good Reason during the 12 monthperiod following a Change of Control during the Term, then, in addition to the Accrued Obligations, and subject to your timelyexecution (and non-revocation) of the release described below, you will be entitled to receive a cash severance payment equal to thesum of: (i) 12 months of your then Base Salary; and (ii) six times the monthly amount that is charged to COBRA qualifiedbeneficiaries for the same medical coverage options elected by you immediately prior to your last day of employment (collectively,the “Enhanced Severance Amount”). The Enhanced Severance Amount will be paid to you in installments over a 12-month period, inaccordance with the Company’s normal payroll cycle, with the first installment paid during the first payroll period following theexpiration of the release revocation period described below.
Release Required toReceive Severance:
	In order to receive the severance pay and other benefits described above, you must, no later than 60 calendar days following your lastday of employment, execute (and not revoke) a general release and waiver of any claims that you may have in connection with youremployment and termination of employment with the Companies and their affiliates. Notwithstanding anything in this Agreement tothe contrary, if the Company concludes that the severance pay and benefits are subject to Section 409A of the Internal Revenue Code(the “Code”), and if the consideration period described in the release, plus the revocation period described in the release, spans twocalendar years, then, to the extent required by Section 409A of the Code, such severance payments and benefits shall not begin to bepaid until the second calendar year (and such first installment shall include installment payments that would otherwise have beenmade prior to such date).
Restrictive Covenants:	This Agreement is contingent upon you, on your Start Date, signing the Restrictive Covenant Agreement attached hereto as ExhibitB.
Cooperation:	Following the termination of your service with the Companies for any reason during the Term, you agree to cooperate fully with theCompanies and with the Companies’ counsel in connection with any present and future actual or threatened litigation, administrativeproceeding or other investigation involving the Parent, the Company or any affiliate that relates to events, occurrences or conductoccurring (or claimed to have occurred) during your employment. You are hereby instructed to tell the truth in any litigation,administrative proceeding or other investigation involving the Parent, the Company and or any affiliate, and nothing herein shall bedeemed or construed to suggest otherwise. If your cooperation is required pursuant to this section, the Company will: (i) reimburseyou for reasonable out-of-pocket expenses (excluding legal fees); and (ii) if such cooperation is required during a period of time youare not receiving severance pay, pay you hourly compensation at a rate equivalent to your hourly Base Salary at the time of yourtermination of employment.
Non-Disparagement;Social Media:
	During the Term and following the termination of your service for any reason, you agree that you will not criticize, defame, bederogatory toward or otherwise disparage the Parent, the Company, any affiliate, their products, services, or the Parent’s or theCompany’s past, present and future officers, directors, managers, stockholders, agents, representatives, employees, or affiliates, or itsor their business plans or actions, to any third-party, either orally or in writing; provided that that this provision will not preclude youfrom giving truthful testimony in response to a lawful subpoena or preclude any conduct protected under any local, state or federallaw, including those providing “whistleblower” protection to you or the right to engage in concerted activities. Finally, on the date ofyour termination of service for any reason, you agree to update your profile on social media websites (such as LinkedIn) to reflectthat you are no longer an employee of the Companies.
Dispute Resolution:	You and the Companies agree to meet to informally in a good faith effort to resolve any issues arising under this Agreement. If theparties are unable to resolve their differences, they agree

to submit to binding arbitration in Phoenix, Arizona, any and all claims and disputes arising hereunder. The parties agree that anydispute will be heard by a single arbitrator, applying Arizona and Federal substantive law, as applicable, in accordance with theAmerican Arbitration Association’s Employment Arbitration Rules. If necessary, an action may be brought in any court of competentjurisdiction solely to compel arbitration or enforce an arbitration award (or for injunctive relief to enforce the Restrictive Covenantsof this Agreement). This Agreement to arbitrate survives the termination of your employment.
You expressly agree and understand that, by agreeing to arbitration to resolve all claims described herein, you, as well as theCompanies, are waiving your right to a jury or court trial for all such claims. You further understand that arbitration is a private,claim resolution process which utilizes a neutral third-party, instead of a judge or jury, to resolve all claims and typically has morelimited discovery than in a case filed in court. You understand that you may refuse to sign this Agreement, but that if the Agreementis not signed, you will not be entitled to the compensation and benefits outlined in this Agreement.
/s/ MB
Employee must initial above, indicating their agreement to submit all claims to arbitration.
	Return of Property:	Upon the Company’s request or your termination of employment for any reason, you shall promptly return to the Company allproperty of the Companies and including, but not limited to, originals and hard and electronic copies of all records, documents,Confidential Information, computer and office equipment, other equipment, plans, designs, electronic devices, keys, access cards,passwords, credit cards and other tangible and intangible items, in whatever form, in your possession or control. You understand thatall electronic mail, equipment and all computer hardware and software are property of the Companies.
	Miscellaneous:	To the extent required by law, the Company shall withhold from any payments due to you under this Agreement any applicablefederal, state or local taxes. You hereby acknowledge that neither the Company, the Parent, nor any of its affiliates, shareholders,members, directors, managers, officers, employees, agents or representatives, have provided you with any tax-related advice withrespect to the matters covered by this Agreement and that you are solely responsible for obtaining your own tax advice with respectto the matters covered by this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts oflaw principles. If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid orunenforceable for any reason, this Agreement shall remain in full force and effect, and either: (i) the invalid or unenforceableprovision shall be modified to the minimum extent necessary to make it valid and enforceable; or (ii) if such a modification is notpossible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.
Each party acknowledges that such party had the opportunity to be represented by counsel in the negotiation and execution of thisAgreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each party.
	Section 409A of the Code:	This Agreement shall comply with Section 409A of the Code or an exception thereto and each provision of the Agreement shall beinterpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Company does not andcannot guarantee any particular tax effect or treatment of the amounts due under this Agreement. Except for the Company’sresponsibility to withhold applicable income and employment taxes from compensation paid or provided to you, the Company willnot be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Neither thetime nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted bySection 409A of the Code and the applicable regulations. You do not have any right to make any election regarding the time or formof any payment due under this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Company concludesthat the Base Severance Amount or the Enhanced Severance Amount are subject to Section 409A of the Code, then no suchSeverance Amount will be paid prior to your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h)). Installment payments made pursuant to this Agreement shallbe treated as separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii).

If the Base Severance Amount or the Enhanced Severance Amount are subject to Section 409A of the Code, and if you are a“specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of your termination of employment, suchpayments shall not begin until the first day of the seventh month following your “separation from service” as defined in TreasuryRegulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)) (and such first paymentshall include all prior payments that would otherwise have been made prior to such date).
	Section 280G of the Code:	In the event that any payments, distributions, benefits or entitlements of any type payable to you, whether or not payable upon atermination of employment (collectively, the “Payments”): (i) constitute “parachute payments” within the meaning of Section 280G ofthe Code; and (ii) but for this section would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); thenthe Payments shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of the Payments beingsubject to the Excise Tax; provided, however, that such Payments shall not be so reduced if a nationally recognized accounting firmor compensation consulting firm selected by the Company (the “Accountants”) determines that without such reduction you would beentitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 ofthe Code, federal, state and local income taxes, social security and medicare taxes and all other applicable taxes, determined byapplying the highest marginal rates which applied (or is likely to apply) to you for the tax year in which the Payments are to be made,or such other rate(s) as the Accountants determine to be likely to apply to you in the relevant tax year(s) in which any of thePayments are expected to be made), an amount that is greater than the amount, on a net after-tax basis, that you would be entitled toretain upon receipt of the Reduced Amount. Unless otherwise agreed in writing, any determination made under this section shall bemade in good faith by the Accountants in a timely manner and shall be binding on the parties absent manifest error. In the event of areduction of Payments pursuant to this section, the Payments shall be reduced in the order determined by the Accountants that resultsin the greatest economic benefit to you in a manner that would not result in subjecting you to additional tax under Section 409A ofthe Code. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of theCode, and other applicable legal authority. The Accountants shall provide detailed supporting calculations to both you and theCompany and the Company shall bear the cost of all fees charged by the Accountants in connection with any calculationscontemplated by this section. If the provisions of Sections 280G and 4999 of the Code are repealed without succession or if theCompany determines that such provisions do not apply to it and/or you for whatever reason, this section shall be of no further forceor effect.
	If you are in agreement with the terms and conditions of this Agreement, please execute and date the Agreement and return a copy to me.
		Sincerely,
		ElectraMeccanica Vehicles Corp.
		By:	/s/ Susan E. Docherty
				Susan Docherty, Chief Executive Officer
					Accepted and agreed to:
	/s/ Michael Bridge					2/10/2023
	Michael Bridge	Date

Exhibit A
	Agreement Definitions
		“Cause” to terminate your employment shall exist if either the Parent or the Company (collectively, the “Company”) reasonably determines after due inquiry that any oneor more of the following has occurred: (i) your commission or conviction of, or plea of guilty or nolo contendere to, a felony; (ii) your material breach of this Agreement,any other agreement you have entered into with the Company which is not cured, if curable, within 10 days following the Company’s written notice to you of suchbreach; (iii) any breach of fiduciary duty you have to the Company or any misconduct that is materially injurious to the Company or a violation of the Company’sharassment or discrimination policies; (iv) your habitual drug or alcohol use which materially impairs your ability to perform your duties for the Company; (v) yourengaging in fraud, embezzlement or any other illegal conduct that is materially injurious to the Company or any of its affiliates; (vi) deliberate or intentional refusal, orhabitual failure to discharge your employment duties, responsibilities or obligations or to follow the Company’s policies or procedures which is not cured, if curable,within 10 days following the Company’s written notice to you of such behavior; or (vii) your engaging in any illegal, unethical or immoral act (inside or outside of thescope of your employment) that results in material reputational or financial harm to the Company or any of its affiliates.
		“Change of Control” shall have the meaning ascribed to it in the Equity Plan.
		“Disability” means you are unable to perform your duties under this Agreement for 90 consecutive days in any 12-month period.
		“Good Reason” means: (i) a material diminution of your Base Salary; (ii) a material diminution of your authorities, duties or responsibilities; (iii) any action or inactionthat constitutes a material breach of this Agreement by the Company; or (iv) material change in the geographic location at which you are required to provide services. Fora termination to constitute “Good Reason” for purposes of this Agreement: (1) you must provide a notice of termination to the Company within 30 days of the initialexistence of the facts or circumstances constituting such event; (2) the Company must fail to cure such facts or circumstances within 30 days after receipt of such notice;and (3) you must actually terminate your employment within 30 days after the expiration of the cure period described in clause (2).

Exhibit B
	Employee Restrictive Covenants
		In consideration for ElectraMeccanica Vehicles Corp. and ElectraMeccanica USA, LLC (collectively, the “Company”) agreement to employ me and provide me with thecompensation and benefits described in the attached Agreement and access to the Company’s Confidential Information (as defined below) and trade secrets, I understand,acknowledge and agree, beginning as of the Start Date (as defined in the attached Agreement), as follows:
		Restrictive Covenants:	Non-Solicitation of Customers/Prospective Customers. You agree, for the duration of the Time Limit (as defined below), that youwill not, either directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s currentcustomers or clients with whom you have had contact in the past year to withdraw, curtail, cancel, or decrease the level of theirbusiness with the Company or request that they do business with any third party in competition with the Company. You further agreethat, for the duration of the Time Limit, you will not, either directly or indirectly, or in any individual or representative capacity,request or solicit any of the Company’s prospective customers (defined as any person or entity who has been directly solicited tobecome a customer or client by the Company and with whom you have had contact with within the past year or possessesConfidential Information about) or clients with whom you have had contact with in the past year or possesses ConfidentialInformation about to forgo doing business with the Company or request that such prospective customer or client do business with anythird party in competition with the Company.
			Non-Solicitation of Employees/Applicants. You agree, for the duration of the Time Limit, that you will not, either directly orindirectly, or in any individual or representative capacity, solicit, induce or encourage or attempt to solicit, induce or encourage anyCompany employee and/or applicant to terminate his/her employment or prospective employment with the Company.
			Non-Competition. You agree, for the duration of the Time Limit, (as defined below), that you will not, either directly or indirectly orin any individual or representative capacity, be employed by, engage, own, manage, operate, control, aid, or assist another in theoperation, organization or promotion of, participate in, advise, contract with or otherwise engage in any manner with the ownership,management, operation, or control of any business, which has a place of business or regularly conducts business in the GeographicalLimit (as defined below) and that promotes or sells products or services competitive with those of the Company. You acknowledgeand agree that a business will be deemed “competitive” with the Company if it performs any of the services or produces, distributes orsells any of the products or services provided or offered by the Company during the term of your relationship with the Company.
			Tolling. The non-competition and non-solicitation Time Limits set forth above shall be tolled during any period in which you are inbreach of the restrictions set forth herein.
			Reasonable Limitations. You hereby acknowledge and agree that the covenants and obligations made and undertaken in thisAgreement are fair and reasonable with respect to duration, geographic area and scope of activity, and do not (and shall not) preventyou from earning a livelihood in complying with the covenants herein.
			Injunctive Relief. You agree that a breach of the covenants described herein will result in substantial and irreparable damages to theCompany, which would be difficult to fully ascertain and calculate, and, by reason of such fact, you agree that, in the event of anysuch breach or threatened or anticipated breach, the Company will have the right to a restraining order and injunction, both temporaryand permanent, enjoining and restraining any such breach or threatened breach, without the necessity of proving actual damages orposting a bond. Such injunctive relief will be in addition to any other remedies available to the Company at law or in equity.

Survival of Restrictive Covenants. Your acknowledgements and agreements set forth in this Agreement shall survive the expirationor termination of this Agreement and the termination of your employment with the Company for any reason.
	Notice to Future Employers:	You agree that you will notify, and the Company shall have the right to notify, any future or prospective employers, or individuals orentities with whom you may be entering into a contractual relationship, of the Restrictive Covenant provisions of this Agreement forpurposes of ensuring that the Company’s interests are protected.
	Company ProprietaryInformation:
While you are providing services to the Company, the Company may disclose or make available to you, Confidential Information. By signing this Agreement, you agree to: (i) protect and safeguard the confidentiality of the Confidential Information with at leastthe same degree of care as you would protect your own confidential information, but in no event with less than a commerciallyreasonable degree of care; and (ii) not use or disclose the Confidential Information, or permit it to be accessed, used or disclosed, forany purpose other than to carry out the duties assigned to you by the Company or as may be required to be disclosed pursuant toapplicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.Upon your termination of service for any reason, or upon the Company’s written request, you shall promptly return to the Companyall copies, whether in written, electronic or other form or media, of the Confidential Information, or destroy all such copies at theCompany’s written request and certify in writing to the Company that such Confidential Information has been destroyed. In additionto all other remedies available at law, the Company may seek equitable relief (including injunctive relief) against you to prevent thebreach or threatened breach of this confidentiality covenant and to secure its enforcement. Notwithstanding anything in thisAgreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable underany federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or localgovernment official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspectedviolation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made underseal. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’strade secrets to your attorney and use the trade secret in the court proceeding, if you file any document containing the trade secretunder seal and do not disclose the trade secret, except pursuant to court order.
In addition to the obligations above, we may ask that you also sign the Company’s standard Confidentiality and Intellectual PropertyAssignment Agreement.
	Definitions:	For purposes of this Agreement, the following terms shall have the following meanings:
“Confidential Information” means non-public information about the Company’s business affairs, products, services, confidentialintellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orallyor in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential.”Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i)is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of thisAgreement by you; (ii) is or becomes available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of youprior to being disclosed by or on behalf of the Company; or (iv) was or is independently developed by you without reference to oruse, in whole or in part, of any of the Confidential Information.
“Geographical Limit” means the United States of America; if a court determines that the United States of America is too broad, thenthe state of Arizona; if a court determines that Arizona is too broad, then Maricopa and Pima County; if a court determines thatMaricopa and Pima County is too broad, then Maricopa County only; if a court determines that Maricopa County is too broad, thenthe greater-Phoenix area, Arizona.

“Time Limit” means the term of your employment with the Company and for a period of 12 months thereafter; if a court determinesthat 12 months is longer than necessary to protect the Company’s legitimate interests, then 9 months; if a court determines 9 monthsis longer than necessary to protect the Company’s legitimate interests, then 6 months.
	Miscellaneous:	This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts oflaw principles. If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid orunenforceable for any reason, this Agreement shall remain in full force and effect, and either: (i) the invalid or unenforceableprovision shall be modified to the minimum extent necessary to make it valid and enforceable; or (ii) if such a modification is notpossible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.
Each party acknowledges that such party had the opportunity to be represented by counsel in the negotiation and execution of thisAgreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each party.
The dispute resolution provisions of the Offer Letter attached hereto are incorporated by reference and by signing below youacknowledge and agree that any dispute arising under this Agreement will be resolved in accordance with the procedures set forth inthe Offer Letter.
	Accepted and agreed to:
	/s/ Michael Bridge		2/10/2023
	Michael Bridge	Date

EXHIBIT 21.1
	LIST OF SUBSIDIARIES
		Subsidiaries
		1. Intermeccanica International Inc., a British Columbia, Canada, corporation;
		2. EMV Automotive USA Inc., a Nevada corporation;
		3. SOLO EV LLC, a Michigan corporation; and
		4. ElectraMeccanica USA, LLC, an Arizona limited liability company; and
		5. EMV Automotive Technology (Chongqing) Inc., a PRC corporation.

Exhibit 23.1
	KPMG LLPPO Box 10426 777 Dunsmuir StreetVancouver BC V7Y 1K3CanadaTelephone (604) 691-3000Fax (604) 691-3031
		CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	The Board of DirectorsElectraMeccanica Vehicles Corp.
	We consent to the incorporation by reference in the Registration Statements (No. 333-229562 and No. 333-257292) on Form F-3 and (No. 333-249321) on Form S-8 ofour report dated April 17, 2023 on the consolidated financial statements of ElectraMeccanica Vehicles Corp. (the “Entity”) which comprise the consolidated balancesheets as of December 31, 2022 and December 31, 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, andcash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively the “consolidated financial statements”) whichappears in the Annual Report on Form 10-K of the Entity for the fiscal year ended December 31, 2022.
	/s/ KPMG LLP
	Chartered Professional Accountants
	April 17, 2023Vancouver, Canada

Exhibit 31.1
	CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
		I, Susan E. Docherty, certify that:
		1.	I have reviewed this Annual Report on Form 10-K (the “Annual Report”) of ElectraMeccanica Vehicles Corp.;
		2.	Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
		statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
		3.	Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the
		financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
		4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
		Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Annual Report is being prepared;
			(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;
			(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
			(d)	Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and
		5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
		registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
		Date: April 17, 2023.
		By:	/s/ Susan E. DochertySusan E. DochertyChief Executive Officer (Principal Executive Officer), Chief Operating Officerand a director

Exhibit 31.2
	CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
		I, Mark Orsmond, certify that:
		1.	I have reviewed this Annual Report on Form 10-K (the “Annual Report”) of ElectraMeccanica Vehicles Corp.;
		2.	Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
		statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
		3.	Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the
		financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
		4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
		Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Annual Report is being prepared;
			(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;
			(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
			(d)	Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and
		5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
		registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
		Date: April 17, 2023.
		By:	/s/ Mark OrsmondMark OrsmondChief Financial Officer (Principal Financial Officer and Principal AccountingOfficer)

Exhibit 32.1
	CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
		PURSUANT TO 18 U.S.C. SECTION 1350,
		AS ADOPTED PURSUANT TO
			SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
				The undersigned, Susan E. Docherty, the Chief Executive Officer of ElectraMeccanica Vehicles Corp. (the “Company”), and Mark Orsmond, the Chief Financial Officerof the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her or hisknowledge, the Annual Report on Form 10-K for the year ended December 31, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K fairly presents in all material respects the financial conditionand results of operations of the Company.
				Date: April 17, 2023.
				/s/ Susan E. DochertySusan E. DochertyChief Executive Officer (Principal Executive Officer), Chief Operating Officer and aDirector
				/s/ Mark OrsmondMark OrsmondChief Financial Officer (Principal Financial Officer and Principal AccountingOfficer)
				A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear intyped form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.2
	ELECTRAMECCANICA VEHICLES CORP.
		(the “Corporation”)
		Audit Committee Charter
			Purpose and Policy
			The purpose of the Corporation’s Audit Committee (the “Audit Committee”) shall be to assist the Board of Directors of the Corporation (the “Board of Directors”) infulfilling its oversight responsibilities with respect to (i) the corporate accounting and financial reporting processes as well as the quality and integrity of the financialstatements of the Corporation, (ii) the independent registered public accounting firm’s (the “independent auditor”) qualifications and independence, (iii) theperformance of the Corporation’s internal financial controls and audit function and the performance of the independent auditor and (iv) the compliance by theCorporation with legal and regulatory requirements and ethical compliance programs as established by management and the Board of Directors.
			The policy of the Audit Committee, in discharging these obligations, shall be to maintain and foster an open avenue of communication among the Audit Committee, theindependent auditor and the Corporation’s financial management.
			Committee Membership
			The Audit Committee shall consist of at least three members of the Board of Directors (the “Members”). All of the Members of the Audit Committee shall meet theapplicable independence and experience requirements of the Securities and Exchange Commission (the “SEC”) and applicable laws, including the Sarbanes-Oxley Actof 2002, rules and regulations promulgated by the SEC, the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Listing Rules (the “Listing Rules”) and theindependence standards set forth under Rule 10A-3(b)(1) under the United States Exchange Act of 1934, as amended (the “Exchange Act”) (subject to the exemptionsprovided in Rule 10A-3(c) under the Exchange Act, except to the extent that the Listing Rules permit a director who is not independent pursuant to such rules to be amember of the Audit Committee for exceptional and limited circumstances pursuant to Listing Rule 5605(a)(2)(B).
			The Members and Chairperson of the Audit Committee shall be appointed and may be removed by the Board of Directors.
			Each Member of the Audit Committee shall be able to read and understand fundamental financial statements, including the Corporation’s balance sheet, incomestatement, and cash flow statement. At least one of the Members of the Audit Committee shall be a “financial expert” pursuant to the requirements of Item 407(d)(5)(ii)and (iii) of Regulation S-K under the Exchange Act and “financially sophisticated” pursuant to the requirements of Listing Rule 5605(c)(2)(A), including

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	being or having been a chief executive, chief financial officer or other senior officer with financial oversight responsibilities.
	Each Member must not have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time duringthe past three years.
	Meetings and Participation
	The Audit Committee shall meet at least once per quarter, or more frequently as circumstances dictate. Any Member of the Audit Committee or the independent auditormay call a meeting of the Audit Committee. The Corporation’s independent auditor shall be provided notice of all meetings of the Audit Committee and be entitled toattend and be heard thereat.
	Meeting agendas will be prepared and provided in advance to Members, along with appropriate briefing materials. The agenda will be set by the Audit CommitteeChair in consultation with other Members of the Audit Committee, the Board of Directors and senior management of the Corporation.
	No business may be transacted by the Audit Committee except at a meeting of its Members at which a quorum of the Audit Committee is present. A quorum formeetings of the Audit Committee is a majority of its Members.
	The Audit Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be approved by Audit CommitteeMembers and available as soon as possible to the Board of Directors.
	External Advisors and Authority
	The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay thecompensation for any advisors employed by the Audit Committee at the cost of the Corporation without obtaining approval of the Board of Directors, based on its solejudgment and discretion. The Audit Committee has the authority to communicate directly with the internal and external auditors of the Corporation.
	Funding
	The Corporation shall provide appropriate funding, as determined by the Audit Committee, for payment of (i) compensation to the Corporation’s independent auditor aswell as any other accounting firm engaged to perform audit, review or attest services for the Corporation, (ii) any independent counsel or other adviser retained by theAudit Committee and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. The Audit Committeeshall promptly report to the Board of Directors its engagement of any advisor, including the scope and terms of such engagement.

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	Duties, Powers, and Responsibilities
	The Audit Committee shall oversee the Corporation’s financial reporting process on behalf of the Board of Directors, and shall have direct responsibility for theappointment, compensation, retention and oversight of the work of the independent auditor and any other registered public accounting firm engaged for the purpose ofperforming other review or attest services for the Corporation. The independent auditor and each such other registered public accounting firm shall report directly andbe accountable to the Audit Committee. The Audit Committee’s functions and procedures should remain flexible to address most effectively changing circumstances.
	To implement the Audit Committee’s purpose and policy, the Audit Committee is hereby delegated the following duties and powers, without limiting these duties andpowers, the Audit Committee shall:
	Financial Reporting
	1.	Meet as often as it determines, but not less frequently than as required by the SEC, the Listing Rules or other applicable rule or regulation.
	2.	Be directly responsible for the appointment, compensation, retention and oversight of the work of the Corporation’s independent auditor and the independentauditor shall report directly to the Audit Committee.
	3.	Ensure receipt of an annual formal written statement from the Corporation’s independent auditor delineating all relationships between the independent auditorand the Corporation and discuss with the independent auditor any such relationships that may impact the objectivity and independence of the independentauditor; and take appropriate action to oversee the independence of the independent auditor.
	4.	Review external and internal audit reports of the Corporation.
	5.	Consult with the independent auditor, senior management, the internal auditing staff of the Corporation and such other advisers as the Audit Committee maydeem necessary regarding their evaluation of the adequacy of the Corporation’s “internal controls over financial reporting” and “disclosure controls andprocedures” (as such terms are defined by the rules and regulations promulgated by the SEC), and make specific recommendations to the Board of Directors inconnection therewith.
	6.	Review recommendations made by the independent auditor and the internal auditing staff of the Corporation, report to the Board of Directors with respectthereto and with respect to external and internal audit reports of the Corporation, and take any necessary actions in connection therewith.
	7.	Obtain and review annually, prior to the filing of the Corporation’s Annual Report on Form 10-K, a report from the independent auditor describing (i) allcritical accounting policies

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	and practices used or to be used in the annual audit of the Corporation’s year-end financial statements (the “Annual Audit”), (ii) all alternative treatmentswithin generally accepted accounting principles for policies and practices related to material items that have been discussed with management, includingramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (iii) other material writtencommunications between the independent auditor and management, such as any management letter or schedule of unadjusted differences, and discuss with theindependent auditors any material issues raised in such report.
		8.	Review and discuss with the independent auditor and management the Corporation’s annual audited financial statements (including the MD&A) andrecommend to the Board of Directors the inclusion of the Corporation’s audited financial statements in its Form 10-K.
		9.	Review and discuss with the independent auditor and management the Corporation’s quarterly unaudited financial statements prior to the publication of theCorporation’s earnings release and prior to the inclusion of such financial statements (including the MD&A) in the Corporation’s Form 10-Q.
		10.	Prior to the filing of each Form 10-Q and Form 10-K, be available to discuss with the independent auditor the matters required to be discussed by Statement onAuditing Standards No. 61, as amended (including any successor rule adopted by the PCAOB), and other matters that should be communicated to the AuditCommittee under the professional standards of the American Institute of Certified Public Accountants.
		11.	Be responsible for the review and oversight of all related-party transactions, as such term is defined by the Listing Rules which refers to transactions requiredto be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act.
		12.	Establish procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls,or auditing matters and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting orauditing matters, and review periodically with management these procedures and, if appropriate, any significant complaints received, to the extent required bythe Exchange Act, the rules of the SEC promulgated thereunder, or the Listing Rules.
		13.	Prepare a report to shareholders as required by the SEC’s rules and regulations and the Listing Rules.
		14.	Review legal and regulatory matters that may have a material impact on the financial statements.
		15.	Understand how management develops interim financial information and the nature and extent of external audit involvement.

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	16.	In review of the annual and quarterly financial statements, discuss the quality of the Corporation’s accounting principles, the reasonableness of significantjudgments and the clarity of the disclosures in the financial statements.
	17.	Review and approve any earnings guidance to be provided by the Corporation.
	Internal and Disclosure Controls
	18.	Consider the effectiveness of the Corporation’s internal controls over financial reporting and related information technology security and control.
	19.	Review and approve corporate signing authorities and modifications thereto.
	20.	Review with the independent auditor any issues or concerns related to any internal control systems in the process of the audit.
	21.	Review the plan and scope of the Annual Audit with respect to planned reliance and testing of controls and major points contained in the independent auditor’smanagement letter resulting from control evaluation and testing.
	22.	Establish and maintain complaint procedures regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submissionby employees of concerns regarding questionable accounting or auditing matters. Such procedures are appended hereto as Appendix A.
	23.	Review with management, external independent accountants and legal counsel any material litigation claims or other contingencies, including tax assessments,and adequacy of financial provisions, that could materially affect financial reporting.
	24.	Review with the Corporation’s Chief Executive Officer and the Chief Financial Officer the Corporation’s disclosure controls and procedures, including anysignificant deficiencies in, or material non-compliance with, such controls and procedures.
	External Audit
	25.	Oversee the work of the independent auditor engaged for the purpose of preparing or issuing an auditor’s report or performing such other audit, review or attestservices for the Corporation, including the resolution of disagreements between management and the independent auditor regarding financial reporting.
	26.	Be responsible for the pre-approval of all audit services and permissible non-audit services to be provided to the Corporation by the independent auditor,subject to any exceptions provided in the Exchange Act and the rules of the SEC promulgated thereunder.
	27.	Annually review the independence of the independent auditor by receiving a report from the independent auditor detailing all relationships between them andthe Corporation.

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	28.	Discuss with the independent auditor the results of the audit, any changes in accounting policies or practices and their impact on the financials, as well as anyitems that might significantly impact financial results.
	29.	Receive a report from the independent auditor on critical accounting policies and practices to be used, all alternative treatments of financial information withinU.S. GAAP that have been discussed with management, including the ramifications of the use of such alternative treatments, and the treatment preferred by theindependent auditor.
	30.	Receive an annual report from the independent auditor describing the audit firm’s internal quality-control procedures, and material issues raised by the mostrecent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within thepreceding five years, respecting one or more audits carried out the firm, and any steps taken to deal with any such issues.
	31.	Assure the regular rotation of the lead audit partner and the concurring partner every five years (with a five year time-out period after rotation), and the regularrotation of other audit partners engaged in the annual audit every seven years (with a two year time-out period after rotation), or as otherwise required by law orthe Listing Rules.
	32.	Evaluate the performance of the independent auditor and the lead partner annually.
	33.	Recommend to the Board of Directors (i) the independent auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performingother audit, review or attest services for the Corporation and (ii) the compensation of the independent auditor.
	34.	Separately meet with the independent auditor, apart from management, at least once a year.
	Non-Audit Services
	35.	Pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the independent auditor. Pre-approval may be granted by anyone Member of the Audit Committee.
	Risk Management
	36.	Review and monitor the processes in place to identify and manage the principal risks that could impact the financial reporting of the Corporation.
	37.	Ensure that directors’ and officers’ liability insurance is in place.
	38.	Review and approve corporate investment policies.
	39.	Assess, as part of its internal controls responsibility, the effectiveness of the over-all process for identifying principal business risks and report thereon to theBoard of Directors.

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	Other Responsibilities and Matters
	40.	Report through its Chairperson to the Board of Directors following meetings of the Audit Committee.
	41.	Review annually the adequacy of this Charter and confirm that all responsibilities have been carried out.
	42.	Evaluate the Audit Committee’s and individual Member’s performance on a regular basis and report annually to the Board of Directors of Directors the resultof its annual self-assessment.
	43.	Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former externalindependent public accountants of the Corporation.
	44.	Discuss the Corporation’s compliance with tax and financial reporting laws and regulation, if and when issues arise.
	45.	Review periodically the Corporation’s Code of Business Conduct and Ethics and the Corporation’s program to monitor compliance therewith.
	46.	Review and reassess the adequacy of this Charter on an annual basis in accordance with applicable SEC and Listing Rule audit committee requirements.
	47.	Review and evaluate at least annually its own performance and effectiveness.
	48.	Be satisfied as to the adequacy of procedures in place for the review of the Corporation’s public disclosure of financial information extracted or derived fromannual or quarterly financial statements and periodically assess the adequacy of such procedures.
	49.	Perform such other duties as the Board of Directors shall from time to time assign to the Audit Committee.
	Investigating and Studies
	The Audit Committee may conduct or authorize investigations into or studies of matters within the Audit Committee’s scope of responsibilities as described above, andshall have the authority to retain, at the expense of the Corporation, independent counsel or other consultants necessary to assist in any such investigation or study.
	Limitations
	While the Audit Committee has the functions set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that theCorporation’s financial statements are complete and accurate or are in accordance with generally accepted accounting principles. The

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	Corporation’s management is principally responsible for Corporation accounting policies, the preparation of the financial statements and ensuring that the financialstatements are prepared in accordance with generally accepted accounting principles. The Corporation’s independent auditor is responsible for auditing theCorporation’s financial statements.

Appendix A
	To Audit Committee Charter
		Procedures for the Submission of Complaints or Concerns
			Regarding Accounting, Internal Accounting Controls or Auditing Matters
				1.	The Corporation shall forward to the Audit Committee of the Board of Directors any complaints that it has received regarding accounting, internal accountingcontrols or auditing matters.
				2.	Any employee of the Corporation may submit, on a confidential, anonymous basis if the employee so desires, any concerns by sending such concerns inwriting and forwarding them in a sealed envelope to:
						Attention: Chair of the Audit CommitteeElectraMeccanica Vehicles Corp.8127 East Ray Road, Mesa, Arizona, U.S.A., 85212
					The envelope is to be clearly marked, “To be opened by the Audit Committee only.”
					Any such envelopes shall be forwarded promptly to the Chair of the Audit Committee.
				3.	Contact information including a phone number and e-mail address shall be published for the Chairperson of the Audit Committee on the Corporation’s websitefor those people wishing to contact the Chairperson directly.
				4.	At each of its meetings following the receipt of any information pursuant to this Appendix, the Audit Committee shall review and consider any such complaintsor concerns and take any action that it deems appropriate in the circumstances.
				5.	The Audit Committee shall retain any such complaints or concerns along with the material gathered to support its actions for a period of no less than sevenyears. Such records will be held on behalf of the Audit Committee by the Audit Committee Secretary.
				6.	This Appendix A shall appear on the Corporation’s website as part of this Charter.

Exhibit 99.6
	ELECTRAMECCANICA VEHICLES CORP.
		(the “Corporation”)
	FINANCE COMMITTEE CHARTER
			Finance Committee Composition and Meetings
			The Finance Committee (the “Committee”) is a committee of the Board of Directors of the Corporation (the “Board”) that shall consist of at least three members of theBoard, all of whom in the judgment of the Board shall be independent in accordance with the listing standards of the Nasdaq Stock Market LLC and the Corporation’scorporate governance policies.
			The members of the Committee and the Chairman of the Committee shall be appointed by the Board. The Board may remove or replace any Committee member at anytime with or without cause. The Corporation’s Nominating and Corporate Governance Committee may make recommendations to the Board on all such mattersregarding membership, removal and replacement for this Committee.
			The Committee shall meet at least two times annually, or more frequently as circumstances dictate. The Chairman of the Committee shall be responsible for theleadership of the Committee, including preparing agendas (in consultation with other members), presiding over meetings and reporting for the Committee to the Board.Meetings may be called by the Chairman of the Committee, the Chairman of the Board, the Corporation’s Chief Executive Officer or a majority of the Committee. TheCommittee shall operate pursuant to the Articles of the Corporation, including Articles governing notice of meetings and waivers of notice, the number of Committeemembers required to take actions at meetings and by unanimous written consent, and other related matters. The Committee shall maintain minutes of its meetings.
			Purpose
			The primary purpose of the Committee is to ensure that the Corporation has a capital structure, including financing strategy and financial policies, that is efficientlyoptimized to maximize returns to shareholders at an acceptable risk threshold. The capitalization of the Corporation should not unduly burden the enterprise withexcessive financial leverage that could impair long-term viability and operating flexibility. Further, the Committee should ensure that the Board and managementengage in rigorous discipline around the deployment of cash, with the central goal of maximizing absolute shareholder value creation and long-term risk-adjusted returnon invested capital.
			The Committee is not responsible for financial reporting, which is the responsibility of the Audit Committee of the Board.

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	Duties and Responsibilities
	The Committee is responsible for:
		(a)	reviewing annually and, as appropriate, recommending to the Board for adoption, the financial policies and performance objectives developed bymanagement pertaining to the Corporation’s:
			(i)	cash flow, capital spending and financing requirements;
			(ii)	cash and debt balances, other key credit metrics and credit ratings;
			(iii)	dividend policy;
			(iv)	investment criteria, including capital investment hurdle rates; and
			(v)	financial risk management strategies, including hedging and the use of derivatives;
		(b)	reviewing significant changes to the Corporation’s capital structure, financial arrangements, capital spending and acquisition and disposition plans,and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Corporation,including:
			(i)	timing and maturities of debt, terms and interest rates of individual issues;
			(ii)	sales of equity securities (including, for greater certainty, preferred shares whether convertible into common shares or not, and debt securitiesconvertible into common shares), repurchases or splits, and any changes in dividends;
			(iii)	proposed mergers, acquisitions, divestitures, joint ventures and strategic investments and, as appropriate, recommending their adoption to theBoard;
			(iv)	any material diversification of the Corporation’s business; and
			(v)	authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations;
		(c)	reviewing the Corporation’s proposed annual consolidated budget, recommending such budget to the full Board for approval and periodicallyreviewing the Corporation’s performance against such budget as reasonably required or requested by the Board;

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	(d)	reviewing the Corporation’s material banking relationships and lines of credit;
	(e)	reviewing the Corporation’s overall real estate strategy, if any, including significant leasing arrangements and potential impairment issues;
	(f)	reviewing for adequacy the insurance coverage on the Corporation’s assets;
	(g)	reviewing tax strategies and potential tax law changes expected to have a material impact on the Corporation’s financial results;
	(h)	reviewing, to the extent material, the financial impact to the Corporation of existing and proposed compensation and employee benefit programs;
	(i)	periodically assessing the effectiveness of the Corporation’s investor relations program and its interaction with the research analyst community; and
	(j)	risk oversight, including responsibility for discussing with management and reporting to the Board the risk management issues relating to the mattersoverseen by the Committee. The Committee will discuss and report to the Board the Corporation’s major financial risk exposures and management’smonitoring, mitigation activities and policies in connection with financial risk, including:
		(i)	capital structure;
		(ii)	investment portfolio, including employee benefit plan investments;
		(iii)	financing arrangements, credit and liquidity;
		(iv)	proposed major transactions, such as mergers, acquisitions, reorganizations and divestitures;
		(v)	share repurchase programs;
		(vi)	hedging or use of derivatives;
		(vii)	commodity risk management;
		(viii)	cash investment;
		(ix)	liquidity management;
		(x)	short-term borrowing programs;
		(xi)	interest rate risk;

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	(xii)	foreign exchange risk;
	(xiii)	off balance sheet arrangements, if any;
	(xiv)	proposed material financially-related amendments to the Corporation’s indentures, bank borrowings and other instruments; and
	(xv)	reputational risk to the extent such risk arises from the topics under consideration.
			Other Duties
			The Committee will:
				(a)	annually evaluate the performance of the Committee, including as compared to the requirements of this Charter, and reviewing this Charter at leastannually and recommending any proposed changes to this Charter to the Board for approval;
				(b)	form and delegate authority to subcommittees if determined by the Committee to be necessary or advisable, provided that any subcommittee shallconsist of at least two members and shall report any actions taken by it to the whole Committee; and
				(c)	undertake such additional activities within the scope of its primary functions as the Committee or the Chairman of the Board may from time to timedetermine.
			To assist and advise the Committee in connection with its responsibilities, the Committee shall have access to the Corporation’s internal staff and may hire independentexperts, lawyers and other consultants. The Committee shall have the sole authority to approve any such firm’s fees and other retention terms. The Committee shallkeep the Chairman of the Board advised as to the general range of anticipated expenses.
			Compliance Contacts
			If you have any questions respecting this Charter please contact the Corporation’s Chief Administrative Officer.