Common use of PRESS ANNOUNCEMENTS Clause in Contracts

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Title: Senior Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Chief Executive Officer Address for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark Company, LLC and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM A

PRESS ANNOUNCEMENTS. The Company agrees that the Co-Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Co-Placement Agents’ Agent’s role in connection therewith in the Co-Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, NY — Woodbury, NY • Red Bank, NJ We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, . Maxim Group LLC By: /s/ Jxxx X. Xxxxx III Xxx Xxxxxx Name: Jxxx X. Xxxxx III Xxx Xxxxxx Title: Senior Managing Director, Head Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director of Investment Banking Address for notice: 100 Xxxx 00xx Xx.Agreed to and accepted this 10 day of February, 00xx 2011 /s/ Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx X. Xxxxxxxxx Name: Exxx Xxxx Xxxxx X. Xxxxxxxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx XxxxxxChairman & CEO Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, 00xx Xxxxx Xxx XxxxNY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, XX 00000 Attention: Exxx XxxxNY — Woodbury, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted NY • Red Bank, NJ Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. In addition to and Agreed without limiting any other right or remedy available to the Co-Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Co-Placement Agent and each of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Chief Executive Officer Address other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Co-Placement Agent’s acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Co-Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityCo-Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Co-Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Co-Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Co-Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Co-Placement Agent, settle or compromise Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, NY — Woodbury, NY • Red Bank, NJ any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Co-Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Co-Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members NASD & SIPC 000 Xxxxxxxxx Xxx • New York, NY 10174 • Tel (000) 000-0000 • (000) 000-0000 • Fax (000) 000-0000 • xxx.xxxxxxxx.xxx New York, NY — Woodbury, NY • Red Bank, NJ

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Maxim shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Maxim shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx New York, NY * Long Island, NY * Red Bank, NJ Socialwise, Inc. April __, 2010 We are delighted at the prospect of working with you and look forward to a successful Offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Name: Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Title: Senior Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx.Agreed to and accepted this ____ day of April, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT2010 SOCIALWISE, INC. By: /s/ Exxx Xxxx Xxxxx Xxxxxx Name: Exxx Xxxx Xxxxx Xxxxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: President & Chief Executive Officer Address Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx New York, NY * Long Island, NY * Red Bank, NJ Socialwise, Inc. April __, 2010 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity AC Sunshine the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, AC SUNSHINE SECURITIES LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Xxxx Xxx Title: Senior Managing Director, Head of Investment Banking President and Chief Executive Officer Address for notice: 100 0000 X. Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 XXX 000 Orlando, Florida 32819 Attention: Mxxxxxx Xxxxxx Xxxx Xxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx [*] Accepted and Agreed agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPCHEETAH NET SUPPLY CHAIN SERVICE, INC. Address for Notice: Cheetah Net Supply Chain Service, Inc. By: /s/ Jxxxx 0000 Xxxxxxxx Xxxx, Xxxxx 000 Name: Jxxxx Xxxxx Xxxx Xxx Xxxxxxxxx, North Carolina, 28210 Title: Chief Executive Officer Address for Attention: Xxxx Xxx Email: [*] With a copy to (which shall not constitute notice: 100 Xxxx 0xx ): Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx & Li LLC 000 Xxxxx Xxxxxx, X0X 0X0 00xx Xxxxx New York, NY 10022 Attention: Jxxxx Xxxxx EmailXxxx Xx, Esq. E-mail: jxxxx@xxxxxxxxxxxxxxxx.xxx [*] [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. Cheetah Net Supply Chain Service, Inc. and The Benchmark AC Sunshine Securities LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fraud, bad faith, gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, AC SUNSHINE SECURITIES. LLC By: Name: Xxxx Xxx Title: President and ThinkEquityChief Executive Officer Address for notice: 0000 X. Xxxx Xxxx Xxxx, XXX 000 Orlando, Florida 32819 Attention: Xxxx Xxx Email: [*] Accepted and agreed to as of the date first written above: CHEETAH NET SUPPLY CHAIN SERVICE, INC. Address for Notice: Cheetah Net Supply Chain Service, Inc. By: 0000 Xxxxxxxx Xxxx, Xxxxx 000 Name: Xxxx Xxx Title: Chief Executive Officer Charlotte, North Carolina, 28210 Attention: Xxxx Xxx Email: [*] With a division of Fordham Financial Managementcopy to (which shall not constitute notice): Xxxxxx Xxxxxxx Xxxxxxx & Li LLC 000 Xxxxx Xxxxxx, Inc.] ADDENDUM A00xx Xxxxx New York, NY 10022 Attention: Xxxx Xx, Esq. E-mail: [*]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agents’ Agent's role in connection therewith in the Placement Agents’ Agent's marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned together with payment for in the amount of $50,000 for the Advance. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, Maxim Group LLC By: /s/ Jxxx X. Xxxxx III --------------------------- Name: Jxxx X. Xxxxx III Xxxx Xxxxxx Title: Senior Managing Director, Head Investment Banking --------------------------- Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director of Investment Banking Address for notice: 100 Xxxx 00xx Xx.Agreed to and accepted this ____ day of ___________, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx 2010 /s/Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx XxXxxx ----------------------------- Name: Exxx Xxxx Xxxxxx XxXxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx XxxxxxChairman & CEO Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted the Company agrees to indemnify and Agreed to as hold harmless Placement Agent and each of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Chief Executive Officer Address other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Maxim shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Maxim shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Signature Page Follows] If the terms of our engagement as set forth in this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Benchmark and ThinkEquity date the enclosed copy of this Agreementletter. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxxxxxx X. Xxxxx III Name: Jxxx Xxxxxx Xxxxxxxx X. Xxxxx III Title: Senior Xxxxxx Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Xxx Xxxxxx Xxx Xxxxxx Managing Director, Healthcare Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as and accepted this ____ day of the date first written above: ELECTRAMECCANICA VEHICLES CORP. June 2010 CryoPort, Inc. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx Chief Executive Financial Officer Address for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agent Agreement] Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement Between Electrameccanica Vehicles Corp. to which this Exhibit is attached. The Company agrees to indemnify and The Benchmark hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s bad faith, gross negligence, willful misconduct or violation of the law. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder (except to the extent that the Company has suffered actual, irreversible and material economic prejudice thereby). An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company (provided that the Company shall not be required to reimburse the expenses and costs of more than one law firm). Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx X. Xxxxx III ___________________ Name: Jxxx X. Xxxxx III Lxxxx Xxxxxxxxx Title: Senior Managing Director, Co-Head of Investment Banking Address for notice: 100 300 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx XxxxJxxxx Xxxxxx, Head of Investment Banking General Counsel Email: ex@xxxxx-xxxxxx.xxx jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPKAIVAL BRANDS INNOVATIONS GROUP, INC. By: /s/ Jxxxx Xxxxx ________________________ Name: Jxxxx Nxxxxxxxxx Xxxxx Title: Chief Executive Officer Address for Notice: Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx Grant-Valkaria, Florida Attention: [_________] E-Mail: [___________] With a copy to (which shall not constitute notice: 100 ): Sxxxxxxxx Xxxx 0xx Xxxxxxx Carmel LLP 1000 Xxxxxx Xxxxxxxxx, Xxxxxxx xx xxx Xxxxxxxx, Xxxxxx00xx Floor New York, X0X 0X0 NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. Kaival Brands Innovations Group, Inc. and The Benchmark Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: ______________________ Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, INC. By: ______________________ Name: Nxxxxxxxxx Xxxxx Title: Chief Executive Officer Address for Notice: Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx Grant-Valkaria, Florida Attention: [_________] E-Mail: [___________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM AMaxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Name: Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Title: Senior Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking General Counsel Email: ex@xxxxx-xxxxxx.xxx xxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPSINO-GLOBAL SHIPPING AMERICA LTD. By: /s/ Jxxxx Xxxxx Xxx Xxx Name: Jxxxx Xxxxx Xxx Xxx Title: Chairman, Chief Executive Officer and President Address for notice: 100 Xxxx 0xx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx XX 00000 Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. Sino-Global Shipping America Ltd.. and The Benchmark Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including the engagement letter between the Placement Agent and the Company, dated February 8, 2018), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking SINO-GLOBAL SHIPPING AMERICA LTD. By: /s/ Xxx Xxx Name: Xxx Xxx Title: Chairman, Chief Executive Officer and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM APresident [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement between Sino-Global Shipping America Ltd. and Maxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the each Placement Agents Agent shall, from on and after any Closingthe Closing Date, have the right to reference the Offering and such Placement and the Placement Agents’ Agent’s role in connection therewith in the such Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense, subject to the Company’s prior written consent, which will not be unreasonably withheld. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity the Placement Agents the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, CXXXX-XXXXXX CAPITAL GROUP LLC By: /s/ Jxxx X. Xxxxx III Rxxx Xxxxxxxx Name: Jxxx X. Xxxxx III Title: Senior Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Rxxx Xxxxxxxx Title: Head of Investment Banking Address for notice: 10 200 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx000 Minneapolis, XX 00000 AttentionMN 55402 WXXXXXXXXX XXXXXXX & CO. LLC By: Exxx Xxxx/s/ Dxxxx X. Xxxxxxx Name: Dxxxx X. Xxxxxxx Title: Chairman Address for notice: 100 Xxxxxxxx New York, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx New York 10005 Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPPERMA-FIX ENVIRONMENTAL SERVICES, INC. By: /s/ Jxxxx Xxxxx Mxxx Xxxx Name: Jxxxx Xxxxx Mxxx Xxxx Title: President and Chief Executive Officer Address for notice: 100 Xxxx 0xx Xxxxxx XxxxxxxxxPerma-Fix Environmental Services, Xxxxxxx XxxxxxxxInc. 8000 Xxxxxxxx Xxxxx, XxxxxxXxxxx 000 Atlanta, X0X 0X0 GA 30350 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark CompanyMxxx Xxxx, LLC and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM AChief Executive Officer

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Name: Jxxx Xxxxxxxx X. Xxxxx III Xxxxxx Title: Senior Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking General Counsel Email: ex@xxxxx-xxxxxx.xxx xxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPSINO-GLOBAL SHIPPING AMERICA LTD. By: /s/ Jxxxx Xxxxx Xxx Xxx Name: Jxxxx Xxxxx Xxx Xxx Title: Chairman, Chief Executive Officer and President Address for notice: 100 Xxxx 0xx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx NY 11576 Email: jxxxx@xxxxxxxxxxxxxxxx.xxx Between Sino-Global Shipping America Ltd.. and Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including the engagement letter between the Placement Agent and the Company, dated February 8, 2018), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [Signature Page The remainder of this page has been intentionally left blank.] MAXIM GROUP LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking SINO-GLOBAL SHIPPING AMERICA LTD. By: /s/ Xxx Xxx Name: Xxx Xxx Title: Chairman, Chief Executive Officer and President Pursuant to Placement Agency Agreement Between Electrameccanica Vehicles Corp. between Sino-Global Shipping America Ltd. and The Benchmark Company, LLC and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM AMaxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, from and after any Closing, Agent shall have the right at its own expense to reference place information and advertisements describing The Placement Agent’s services to the Placement and the Placement Agents’ role in connection therewith Company hereunder in the Placement Agents’ Agent’s various marketing materials and on its website and to place advertisements in as well as financial and other trade publications and/ or newspapers and journals, provided that Placement Agent shall submit a copy of any such advertisement to the Company for approval, such approval not to be unreasonably withheld, conditioned or delayed. Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx If the terms of our engagement as set forth in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Benchmark and ThinkEquity date the enclosed copy of this Agreementletter and return it to us. We look forward to working with you and your management team. Very truly yours, THE BENCHMARK COMPANYForefront Capital Markets, LLC By: /s/ Jxxx Fxxxxxx X. Xxxxx III Name: Jxxx Xxxxxxxxxx Fxxxxxx X. Xxxxx III Title: Xxxxxxxxxx Senior Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx President & CFO Agreed to and Agreed accepted to as of the date first written appearing above: ELECTRAMECCANICA VEHICLES CORP. Bone Biologics, Inc. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Chief Executive Officer Address for noticeAFH Acquisition X, Inc. By: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx /s/ Axxx X. Xxxxxxxxxxx Axxx X. Xxxxxxxxxxx President and Chief Financial Officer [Signature Page to the Agreement; Exhibit A — Indemnification Provisions and Exhibit B -Excluded Investors follows] Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless the Placement Agency Agreement Between Electrameccanica Vehicles Corp. Agent and The Benchmark each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent’s acting for the Company, LLC including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or reckless or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or reckless or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness (within 7 business days): provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel for the Indemnified parties shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent or the Placement Agent, settle or compromise an claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all or the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any Factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of an Indemnified Party or any action or inaction of any Indemnified Party. Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion or the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assignees, heirs and personal representatives. Members FINRA & SIPC 500 Xxxxxxx Xxx. 34th Fl. New York, NY 10022 Phone 1 000 000 0000 hxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit B EXCLUDED INVESTORS Friends and Family of Axxx Xxxxxxxxxxx included in the listing attached or otherwise as provided by Axxx Xxxxxxxxxxx or AFH Holdings and Advisory to Placement Agent MusculoSkeletal Transplant Foundation Orthofix, Inc. Bxxxxx, Inc. Jxxx Xxxxx Mxxxxxx Xxxxxxxx Bxxxx Xxxxxx September 22, 2014 Mxxxxxx Xxxxxxx Chief Executive Officer Bone Biologics, Inc. 100 Xxxxxx Xxxx, Xxxxx 0 Xxxxxxxx Xxxx, XX 00000 RE: Placement Agent Agreement for the Private Placement of Securities Revised as of September 22, 2014 Dear Mx. Xxxxxxx: This letter confirms our agreement that AFH Acquisition X, Inc., a division company incorporated in the State of Fordham Financial ManagementCalifornia and Bone Biologics, Inc.] ADDENDUM A, a company incorporated in California, with corporate headquarters at the address stated above (together collectively with its affiliates and subsidiaries, the “Company” or “Bone Bio”) has engaged Forefront Capital Markets, LLC, a Delaware limited liability company, headquartered at 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 (together with its affiliates and subsidiaries, “Forefront” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed private placement offering in the amount of up to $10 million with a 15% overallotment option) (the “Offering”), at a pre-money valuation of the Company currently contemplated to be approximately $60 million pre private placement money. The Placement Agent shall be provided with a 15% over-allotment option for the Offering. The terms of the Securities and the gross proceeds of such Offerings will be substantially negotiated between the Placement Agent and the Company with one or more accredited investors (described below). Placement Agent acknowledges and agrees that closing of the Private Placement Offering is contingent upon the consummation of a reverse merger or other business combination (the “Business Combination”) with Bone Bio. and AFH Acquisition X, Inc. have executed a non-binding letter of intent and cannot provide any assurance that the Business Combination will be consummated. All funds from subscribers to the Private Placement Offering shall be deposited with a third-party escrow agent and distributed in accordance with the escrow instructions. Upon your acceptance of this engagement letter indicated by your signature below, (the “Agreement”) this Agreement will confirm the terms of the engagement between the Placement Agent and the Company.

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement AgentsAgent’ role in connection therewith in the Placement AgentsAgent’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Cxxxxxxx X. Xxxxx III Xxxxxx Name: Jxxx Cxxxxxxx X. Xxxxx III Xxxxxx Title: Senior Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Mxxxxxx Cxxxxxxx X. Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx cxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. GLOBUS MARITIME LIMITED By: /s/ Jxxxx Xxxxx Axxxxxxxxx Feidakis Name: Jxxxx Xxxxx Axxxxxxxxx Feidakis Title: Chief Executive Officer Address for notice: Globus Maritime Limited 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxxxx, X0X 0X0 0xx Xxxxx 166 74 Glyfada Athens, Greece Attention: Jxxxx Xxxxx Axxxxxxxxx Feidakis, Chief Executive Officer Email: jxxxx@xxxxxxxxxxxxxxxx.xxx a.x.xxxxxxxx@xxxxxxxxxxxxxx.xx [Signature Page page to June 2020 Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark Company, Maxim Group LLC and ThinkEquity, a division of Fordham Financial Management, Inc.Globus Maritime Limited] ADDENDUM AA INDEMNIFICATION PROVISIONS In connection with the engagement of Maxim Group LLC (the “Placement Agent”) by Globus Maritime Limited (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. September 17, 2015 Page 8 We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxx X. Xxxxx III Name: Jxxx Xxxx X. Xxxxx III Title: Senior Managing Director, Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx.Agreed to and accepted this 17th day of September, 00xx 2015 /s/ Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Xxxxxxxxx Name: Exxx Xxxx XXXXX XXXXXXXXX Title: Head of Investment Banking Address for noticeCEO Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: 10 Xxxxx Xxxxxx(000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, 00xx Xxxxx Xxx XxxxInc. September 17, XX 00000 Attention: Exxx Xxxx2015 Page 9 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted the Company agrees to indemnify and Agreed to as hold harmless Placement Agent and each of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Chief Executive Officer Address other Indemnified Parties from and against any and all third-party losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or nonperformance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. September 17, 2015 Page 10 claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement Offering and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder (Signature Page Follows) Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. June 26, 2016 Page 8 We are delighted at the prospect of working with you and look forward to proceeding with the Offering. If you are in agreement with the foregoing, please execute and return this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Xxxx X. Xxxxx III Name: Jxxx Xxxx X. Xxxxx III Title: Senior Managing Director, Investment Banking /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xxxxxx to and accepted this 26th day of June 2016 /s/ Xx., 00xx . Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Xxxxxxxxx Name: Exxx Xxxx Xx. Xxxxx Xxxxxxxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted President and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Chief Executive Officer Address Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. June 26, 2016 Page 9 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all third-party losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * xxx.xxxxxxxx.xxx Capnia, Inc. June 26, 2016 Page 10 claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shall, from and after any Closing, Agent shall have the right at its own expense to reference place information and advertisements describing The Placement Agent’s services to the Placement and the Placement Agents’ role in connection therewith Company hereunder in the Placement Agents’ Agent’s various marketing materials and on its website and to place advertisements in as well as financial and other trade publications and/ or newspapers and journals, provided that Placement Agent shall submit a copy of any such advertisement to the Company for approval, such approval not to be unreasonably withheld, conditioned or delayed. Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx If the terms of our engagement as set forth in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Benchmark and ThinkEquity date the enclosed copy of this Agreementletter and return it to us. We look forward to working with you and your management team. Very truly yours, THE BENCHMARK COMPANYForefront Capital Markets, LLC By: /s/ Jxxx Fxxxxxx X. Xxxxx III Name: Jxxx Xxxxxxxxxx Fxxxxxx X. Xxxxx III Title: Xxxxxxxxxx Senior Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. Director By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted Dxxxx Xxxxxxxxxx Dxxxx Xxxxxxxxxx President & CFO Axxxxx to and Agreed accepted to as of the date first written appearing above: ELECTRAMECCANICA VEHICLES CORP. Bone Biologics, Inc. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Mxxxxxx Xxxxxxx Mxxxxxx Xxxxxxx Chief Executive Officer Address for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to the Agreement; Exhibit A – Indemnification Provisions and Exhibit B – Excluded Investors follows] Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless the Placement Agency Agreement Between Electrameccanica Vehicles Corp. Agent and The Benchmark each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent’s acting for the Company, LLC including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or reckless or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or reckless or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness (within 7 business days); provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel for the Indemnified parties shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of the Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assignees, heirs and personal representatives. Members FINRA & SIPC 500 Xxxxxxx Xxx, 00xx Xx, Xxx Xxxx, XX 00000 Phone +0 000.000.0000 * hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx Exhibit B EXCLUDED INVESTORS Friends and Family of Axxx Xxxxxxxxxxx included in the listing attached or otherwise as provided by Axxx Xxxxxxxxxxx or AFH Holdings and Advisory to Placement Agent MusculoSkeletal Transplant Foundation Orthofix, Inc. Bxxxxx, Inc. Jxxx Xxxxx Mxxxxxx Xxxxxxxx

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Lxxxx Xxxxxxxxx Title: Senior Managing Director, Co-Head of Investment Banking Address for notice: 100 300 Xxxx 00xx Xx.Xxxxxx, 00xx Xxxxx Xxx Xxxx16th Floor New York, XX 00000 NY 10022 Attention: Mxxxxxx Xxxxxx Jxxxx Xxxxxx, General Counsel Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPKAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. 4000 Xxx Xxxxx Xxxxxxx By: /s/ Jxxxx Xxxxx Grant-Valkaria, Florida Name: Jxxxx Nxxxxxxxxx Xxxxx Attention: [____________ ] Title: Chief Executive Officer Address for E-Mail: [______________ ] With a copy to (which shall not constitute notice: 100 ): Sxxxxxxxx Xxxx 0xx Xxxxxxx Carmel LLP 1000 Xxxxxx Xxxxxxxxx, Xxxxxxx xx xxx Xxxxxxxx, Xxxxxx00xx Floor New York, X0X 0X0 NY 10036 Telephone: (000) 000-0000 Attention:Jxxxxxx Xxxxxxx, Esq. E-mail: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx jxxxxxxx@xxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. Kaival Brands Innovations Group, Inc. and The Benchmark Maxim Group LLC] ADDENDUM A INDEMNIFICATION PROVISIONS Capitalized terms used in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached. In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx KAIVAL BRANDS INNOVATIONS GROUP, Address for Notice: INC. Kaival Brands Innovations Group, Inc. By: 4000 Xxx Xxxxx Xxxxxxx Name: Nxxxxxxxxx Xxxxx Gxxxx-Valkaria, Florida Title: Chief Executive Officer Attention: [____________ E-Mail: [______________] With a copy to (which shall not constitute notice): Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Floor New York, NY 10036 Telephone: (000) 000-0000 Attention: Jxxxxxx Xxxxxxx, Esq. E-mail: jxxxxxxx@xxxx.xxx [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement] between Kaival Brands Innovations Group, Inc. and ThinkEquity, a division of Fordham Financial Management, Inc.] ADDENDUM AMaxim Group LLC]

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents shallDaxxxx Xxxxx xhall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that Daxxxx Xxxxx xhall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Daxxxx Xxxxx Xecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. December 16, 2011 Page 9 of 11 If the terms of our engagement as set forth in this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing letter are satisfactory to you, please sign and returning to Benchmark and ThinkEquity date the enclosed copy of this Agreementletter and return it to us. Very truly yours, THE BENCHMARK COMPANYDaxxxx Xxxxx Xecurities, LLC Inc. By: /s/ Jxxx Joxxxx Xxxxxxx Joxxxx X. Xxxxx III Name: Jxxx X. Xxxxx III Title: Senior Xxxxxxx Managing DirectorPartner, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Thxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Thom Hands President Agreed to as and accepted this 16th day of the date first written above: ELECTRAMECCANICA VEHICLES CORPDecember, 2011;. Innovus Pharmaceuticals, Inc. By: /s/ Jxxxx Vixxxx Xxx Vixxxx Xxx President and CEO Daxxxx Xxxxx Name: Jxxxx Xecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. December 16, 2011 Page 10 of 11 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Daxxxx Xxxxx Title: Chief Executive Officer Address Xecurities, Inc. (“Daxxxx Xxxxx”) and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Daxxxx Xxxxx’x xcting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Daxxxx Xxxxx xn connection with the transaction contemplated by the Engagement Letter Agreement between the Company and ThinkEquityDaxxxx Xxxxx xo which these indemnification provisions are attached and form a part (the “Engagement Letter Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Engagement Letter Agreement (or in any instrument, document or agreement relating thereto), or the enforcement by Daxxxx Xxxxx xf its rights under the Engagement Letter Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence, Inc.] ADDENDUM Awillful misconduct, or bad faith of, or violations of law by, the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Daxxxx Xxxxx xy the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Daxxxx Xxxxx, its present and former affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party. Daxxxx Xxxxx Xecurities Member FINRA/SIPC Innovus Pharmaceuticals, Inc. December 16, 2011 Page 11 of 11 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, or any third-party claim of which an Indemnified Party becomes aware, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder (except to the extent the Company has suffered actual prejudice thereby). An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Daxxxx Xxxxx, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Engagement Letter Agreement relates relative to the amount of fees paid to Daxxxx Xxxxx xn connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Daxxxx Xxxxx xursuant to the Engagement Letter Agreement. Neither termination nor completion of the engagement of Daxxxx Xxxxx xeferred to above shall affect these indemnification provisions which shall remain operative and in full force and effect. The indemnification provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Daxxxx Xxxxx Xecurities Member FINRA/SIPC

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] ICON Capital Group, LLC 000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 MEMBER FINRA/SIPC [Signature Page to Placement Agency Agreement Between MESO Numismatics, INC., and ICON Capital Group, LLC] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity ICG the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANYICON CAPITAL GROUP, LLC By: /s/ Jxxx X. Xxxxx III Xxxx Xxxxxxxxx Name: Jxxx X. Xxxxx III Xxxx Xxxxxxxxx Title: Senior Managing Director, Head of Investment Banking President/CEO Address for notice: 100 000 Xxxx 00xx Xx.Xxxxxx, 00xx Xxxxx Xxx Xxxx000 Newport Beach, XX 00000 CA 92660 Attention: Mxxxxxx Xxxxxx Xxxx Xxxxxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx xx@xxxxxxxx.xxx Accepted and Agreed agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Xxxxxxxxxxx Name: Jxxxx Xxxxx Xxxxxxxxxxx Title: Chief Executive Officer President Address for notice: 100 MESO Numismatics, INC 000 Xxxxx Xxxx 0xx Xxxxx 000 Xxxx Xxxxx, XX 00000 Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 AttentionXxxxxx 000 000 0000 ATTN: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark CompanyXxxxxxxxxxx - President ICON Capital Group, LLC and ThinkEquity000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 MEMBER FINRA/SIPC ADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of ICON Capital Group, LLC (the “Lead Manager”) by MESO Numismatics, INC, a division ______ corporations located at 000 Xxxxx Xxxx Xxxxx 000 Xxxx Xxxxx, XX 00000 (the “Company” or “COMPANY”) pursuant to a placement agency agreement dated as of Fordham Financial Managementthe date hereof, Inc.] ADDENDUM Abetween the Company and the Lead Manager, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents PHD shall, from and after any Closingupon a successful transaction, have the right to reference the Placement and the Placement Agents’ role in connection therewith in the Placement Agents’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case journals at its own expenseexpense describing its services to the Company hereunder, provided that PHD shall submit a copy of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed. [The remainder Company further agrees that it shall not issue any press release in connection with the Offering without PHD’s prior written approval of such press release. (Signature Page Follows) Attitude Drinks Incorporated June 30, 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return two copies of this page has been intentionally left blank.] Please confirm that engagement letter to the foregoing correctly sets forth our agreement undersigned. This Agreement may be executed in counterparts, electronic mail and by signing and returning to Benchmark and ThinkEquity the enclosed copy of this Agreementfacsimile transmission. Very truly yours, THE BENCHMARK COMPANY, LLC By: Xxxxxx Xxxxxx & Xxxxxxxxx Capital Corp. /s/ Jxxx X. Xxxxx III Xxxx Xxxxxxxx Name: Jxxx X. Xxxxx III Title: Senior Managing Director, Head of Investment Banking Address for notice: 100 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Xxxxxxxx Title: Chief Executive Officer Address Agreed to and accepted this 30th day of June, 0000 Xxxxxxxx Drinks Incorporated By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Chief Executive Officer Attitude Drinks Incorporated June 30, 2010 Exhibit A INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 Attention: Jxxxx Xxxxx Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark the Company, LLC including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and ThinkEquityPlacement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement or the subscription agreement with the investors (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a division final judgment by a court of Fordham Financial Managementcompetent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, Inc.] ADDENDUM Ain contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. Attitude Drinks Incorporated June 30, 2010 Page 11 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement.

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agents’ Agent’s role in connection therewith in the Placement Agents’ Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity Maxim the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANY, MAXIM GROUP LLC By: /s/ Jxxx Cxxxxxxx X. Xxxxx III Xxxxxx Name: Jxxx Cxxxxxxx X. Xxxxx III Xxxxxx Title: Senior Managing Director, Head of Investment Banking Co-President Address for notice: 100 300 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head of Investment Banking Cxxxxxxx X. Xxxxxx Email: ex@xxxxx-xxxxxx.xxx cxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORPPERFORMANCE SHIPPING INC. By: /s/ Jxxxx Xxxxx Axxxxxx Xxxxxxxxxxxxx Name: Jxxxx Xxxxx Axxxxxx Xxxxxxxxxxxxx Title: Chief Executive Officer Address for notice: Performance Shipping Inc. Performance Shipping Inc. 300 Xxxxxxx Xxxxxx 100 Xxxx 0xx 00 Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, X0X 0X0 Xxxxxx Attention: Jxxxx Xxxxx Axxxxxx Xxxxxxxxxxxxx, Chief Executive Officer Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page axxxxxxxxxxxxx@xxxxxxxxx.xxx ADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of Maxim Group LLC (the “Placement Agent”) by Performance Shipping Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark CompanyAgent, LLC and ThinkEquityas it may be amended from time to time in writing (the “Agreement”), a division of Fordham Financial Management, Inc.] ADDENDUM Athe Company hereby agrees as follows:

PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agents Agent shall, from and after any Closing, have the right to reference the Placement and the Placement AgentsAgent’ role in connection therewith in the Placement AgentsAgent’ marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense. [The remainder of this page has been intentionally left blank.] Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Benchmark and ThinkEquity the Placement Agent the enclosed copy of this Agreement. Very truly yours, THE BENCHMARK COMPANYSPARTAN CAPITAL SECURITIES, LLC By: /s/ Jxxx X. Xxxxx III Xxx Xxxxxxx Name: Jxxx X. Xxxxx III Xxx Xxxxxxx Title: Senior Managing Director, Head of Investment Banking Chief Administrative Officer Address for notice: 100 Xxxx 00xx Xx.00 Xxxxxxxx, 00xx Xxxxx Xxx XxxxNew York, XX 00000 NY 10006 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx@xxxxxxxxxxxxxxxx.xxx THINKEQUITYXxxxxxx Xxxxxxxx, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Head of Investment Banking Address for notice: 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Exxx Xxxx, Head Director of Investment Banking Email: ex@xxxxx-xxxxxx.xxx Accepted and Agreed to as of the date first written above: ELECTRAMECCANICA VEHICLES CORP. 1847 HOLDINGS LLC By: /s/ Jxxxx Xxxxx Xxxxxx X. Xxxxxxx Name: Jxxxx Xxxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address for notice: 100 Xxxx 0xx Xxxxxx Xxxxxxxxx, 1847 Holdings LLC 000 Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 00xx Xxxxx New York, NY 10022 Attention: Jxxxx Xxxxx Xxxxxx X. Xxxxxxx, Chief Executive Officer Email: jxxxx@xxxxxxxxxxxxxxxx.xxx [Signature Page to Placement Agency Agreement Between Electrameccanica Vehicles Corp. and The Benchmark CompanyADDENDUM A INDEMNIFICATION PROVISIONS In connection with the engagement of Spartan Capital Securities, LLC (the “Placement Agent”) by 1847 Holdings LLC (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and ThinkEquitythe Placement Agent, a division of Fordham Financial Managementas it may be amended from time to time in writing (the “Agreement”), Inc.] ADDENDUM Athe Company hereby agrees as follows: